2
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The Annual Financial Report was prepared in accordance with article 4 of Law 3556/2007 and it was approved by the
Board of Directors of GR. SARANTIS S.A. on March 11, 2024. It is uploaded on the internet, on the website:
CONTENTS
1.
STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS
...............................................................................................................
4
2.
BOARD OF DIRECTORS’ ANNUAL MANAGEMENT REPORT
.................................................................................................................
6
2.1
INTRODUCTION
..............................................................................................................................................................................
6
2.2
PERFORMANCE AND FINANCIAL POSITION
...................................................................................................................................
6
2.3
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2023
..........................................................................................................
10
2.4
MAJOR RISKS AND UNCERTAINTIES
.............................................................................................................................................
14
2.5
FUTURE OUTLOOK AND PROSPECTS
............................................................................................................................................
27
2.6
RELATED PARTY TRANSACTIONS
..................................................................................................................................................
27
2.7
DETAILED INFORMATION ACCORDING TO A. 4, PAR.7, L.3556/2007
. .........................................................................................
30
2.8
INFORMATION FOR ACQUIRED TREASURY SHARES ACCORDING TO ARTICLE 50 PARAGRAPH 2 of L. 4548/2018
......................
32
2.9
RESEARCH AND DEVELOPMENT ACTIVITY
...................................................................................................................................
32
2.10
COMPANY’S BRANCHES
...............................................................................................................................................................
33
2.11
SUBSEQUENT EVENTS
..................................................................................................................................................................
34
2.12
CORPORATE GOVERNANCE STATEMENT
.....................................................................................................................................
35
2.13
NON-FINANCIAL STATEMENT
......................................................................................................................................................
53
2.14
ALTERNATIVE PERFORMANCE MEASURES («APM»)
....................................................................................................................
91
3.
INDEPENDENT AUDITOR’S REPORT
...................................................................................................................................................
94
4.
ANNUAL FINANCIAL STATEMENTS
..................................................................................................................................................
103
4.1
STATEMENT OF FINANCIAL POSITION
........................................................................................................................................
103
4.2
STATEMENT OF COMPREHENSIVE INCOME
...............................................................................................................................
104
4.3
STATEMENT OF CHANGES IN GROUP’S EQUITY FOR THE PERIOD
.............................................................................................
105
4.4
STATEMENT OF CHANGES IN COMPANY’S EQUITY FOR THE PERIOD
........................................................................................
106
4.5
STATEMENT OF CASH FLOWS
....................................................................................................................................................
107
4.6
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
....................................................................................................................
108
4.6.1
The company
.................................................................................................................................................................
108
4.6.2
The Group’s structure
...................................................................................................................................................
108
4.7
BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
..............................................................................................
109
4.8
MATERIAL ACCOUNTING POLICY INFORMATION
......................................................................................................................
113
4.8.1
Consolidation
................................................................................................................................................................
113
4.8.2
Foreign currency translation
.........................................................................................................................................
115
4.8.3
Financial information by segment
.................................................................................................................................
115
4.8.4
Goodwill
........................................................................................................................................................................
116
4.8.5
Intangible assets
...........................................................................................................................................................
116
4.8.6
Tangible assets
..............................................................................................................................................................
116
4.8.7
Investments in Property
................................................................................................................................................
117
4.8.8
Impairment of non-financial assets
...............................................................................................................................
118
4.8.9
Inventories
....................................................................................................................................................................
118
4.8.10
Financial Instruments
....................................................................................................................................................
118
4.8.11
Offsetting of financial instruments
...............................................................................................................................
119
4.8.12
Trade receivables
..........................................................................................................................................................
120
4.8.13
Cash & cash equivalents
................................................................................................................................................
120
4.8.14
Share Capital
.................................................................................................................................................................
120
4.8.15
Treasury Shares
.............................................................................................................................................................
120
4.8.16
Loans
.............................................................................................................................................................................
120
4.8.17
Leases
............................................................................................................................................................................
120
4.8.18
Employee benefits
........................................................................................................................................................
121
4.8.19
Recognition of income
..................................................................................................................................................
123
4.8.20
Government grants
.......................................................................................................................................................
123
4.8.21
Contingent Liabilities and Provisions
............................................................................................................................
124
4.8.22
Dividend Distribution
....................................................................................................................................................
124
3
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.8.23
Earnings per share
.........................................................................................................................................................
124
4.8.24
Current and deferred taxation
......................................................................................................................................
124
4.9
FINANCIAL RISK MANAGEMENT
................................................................................................................................................
125
4.9.1
Capital Management
.....................................................................................................................................................
125
4.9.2
Financial Instruments
....................................................................................................................................................
125
4.9.3
Definition of fair values
.................................................................................................................................................
126
4.9.4
Foreign exchange risk
....................................................................................................................................................
126
4.9.5
Interest Rate Risk
..........................................................................................................................................................
127
4.9.6
Credit Risk
.....................................................................................................................................................................
127
4.9.7
Liquidity Risk
.................................................................................................................................................................
129
4.9.8
Raw Material Price Risk
.................................................................................................................................................
130
4.10
EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS
..........................................................................................................
131
4.10.1
Segment Reporting
.......................................................................................................................................................
131
4.10.2
Investments in subsidiaries, associates
.........................................................................................................................
133
4.10.3
Goodwill
........................................................................................................................................................................
133
4.10.4
Inventories
....................................................................................................................................................................
134
4.10.5
Trade and other receivables
.........................................................................................................................................
134
4.10.6
Cash & cash equivalents
................................................................................................................................................
137
4.10.7
Financial Assets at Fair Value through Results
..............................................................................................................
137
4.10.8
Trade and other liabilities
.............................................................................................................................................
137
4.10.9
Provisions and other long - term liabilities
...................................................................................................................
138
4.10.10
Loans and lease liabilities
..............................................................................................................................................
139
4.10.11
Income Tax
....................................................................................................................................................................
142
4.10.12
Deferred Taxes
..............................................................................................................................................................
143
4.10.13
Employee Benefits
........................................................................................................................................................
144
4.10.14
Expenses per category
..................................................................................................................................................
145
4.10.15
Financial Income / Expenses
.........................................................................................................................................
147
4.10.16
Share Capital
.................................................................................................................................................................
148
4.10.17
Earnings per Share
........................................................................................................................................................
148
4.10.18
Dividends
......................................................................................................................................................................
148
4.10.19
Treasury Shares
.............................................................................................................................................................
149
4.10.20
Reserves
........................................................................................................................................................................
149
4.10.21
Table of changes in fixed assets
....................................................................................................................................
150
4.10.22
Number of Employees
...................................................................................................................................................
160
4.10.23
Provisions for post - employment employee benefits
..................................................................................................
160
4.10.24
Litigation Cases
.............................................................................................................................................................
161
4.10.25
Contingent Liabilities
.....................................................................................................................................................
161
4.10.26
Contractual Liabilities
....................................................................................................................................................
161
4.10.27
Events after the reporting date of the financial statements
.........................................................................................
161
4.10.28
Foreign Exchange Differences
.......................................................................................................................................
162
4.10.29
Related party transactions
............................................................................................................................................
163
4.10.30
Business Units and Geographical Analysis tables
..........................................................................................................
166
4
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
1.
STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS
It is hereby declared that to our knowledge, the annual parent and consolidated financial statements of the company
“GR. SARANTIS S.A.” for the financial year 2023 (from 1 January 2023 to 31 December 2023), which were prepared
according to the applicable International Financial Reporting Standards, accurately present the assets and liabilities,
equity and results of the Company Gr. Sarantis S.A., as well as the companies included in the consolidation, considered
as a whole, according to article 4 of Law 3556/2007.
Furthermore, we declare that to our knowledge, the annual management report of the Board of Directors reflects in
a true manner the development, performance and financial position of GR. SARANTIS S.A., as well as the companies
included in the Group consolidation, considered as a whole, including the description of the principal risks and
uncertainties faced, according to article 4 of Law 3556/2007.
Marousi, March 11
th
2024
The Members of the Board
THE CHAIRMAN OF THE
BOARD
THE CEO & BOARD MEMBER
THE DEPUTY CEO & BOARD
MEMBER
THE GROUP CHIEF FINANCIAL
OFFICER & BOARD MEMBER
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
IOANNIS BOURAS
CHRISTOS VARSOS
ID NO. X 080619/2003
ID NO. AI 597050/2010
ID NO. AB 055247/2006
ID NO. AO 547315/2020
BOARD OF DIRECTORS’ ANNUAL
MANAGEMENT
REPORT FOR THE YEAR
01.01.2023 - 31.12.2023
6
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.
BOARD OF DIRECTORS’ ANNUAL MANAGEMENT REPORT
2.1
INTRODUCTION
The present Annual Report by the Board of Directors (hereinafter the “Report”) refers to the financial period
01.01.2023 - 31.12.2023. This Report was prepared and is aligned with the relevant stipulations of Law 3556/2007
(Government Gazette 91A/30.04.2007) and the relevant executive decisions issued by the Hellenic Capital Market
Commission, and especially Decision no 8/754/14.04.2016 issued by the Board of Directors of Hellenic Capital Market
Commission, as well as the provisions of articles 150 to 154 of Law 4548/2018. The Report, along with the financial
statements of “GR. SARANTIS S.A.” (hereafter the “Company”), includes to their entirety all the other elements and
statements required by the law in the annual financial report for the period 1.1.2023-31.12.2023.
The present report briefly presents the Company’s financial information for financial year 2023, significant events
that occurred during the year and their effects on the financial statements. The report also includes a description of
the basic risks and uncertainties the Group’s companies may face in the following year and finally within the report,
significant transactions between the issuer and its related parties are also presented. The report also includes non-
financial information - sustainability report, the Corporate Governance statement, the depiction of the most
significant related party transactions of the Company and the Group, as well as additional information as required by
the respective legislation.
The financial statements (company and consolidated), the audit report by the certified auditor and the management
report
of
the
Board
of
Directors
of
GR.
SARANTIS
S.A.
are
being
presented
on
the
address:
. The financial statements and the
certified auditors’ audit reports of Sarantis Group’s companies which are being consolidated and which are not
publicly traded are being presented on the following address:
briefing/subsidiaries-financial-statements/
.
The Consolidated and Company Financial Statements were compiled according to the International Financial
Reporting Standards (I.F.R.S.), as these have been adopted by the European Union (E.U.). This Report also refers to
Alternative Performance Measurement Indicators in paragraph 2.14.
2.2
PERFORMANCE AND FINANCIAL POSITION
Sarantis Group remains committed to the implementation of its strategic growth plan based on three pillars: strong
and consistent growth of our business base with the complementary exploration of growth opportunities through
acquisitions to follow, simplification of internal processes and operations and efficiency, in order to create value and
release energy in the organization, further enhancing the organizational capacity of the Group by upgrading the skills
of its people and developing leadership skills.
In this context and in conjunction with our three strategic pillars, we continue to focus on rationalizing our product
portfolio, further strengthening our HERO products, i.e. high value products in each strategic category where we
operate, which can lead to the further profitability and sustainable development of the Group. These strategic
directions as a whole aim to create value for all the Group's stakeholders. During 2023, they strengthened its sales
throughout its geographical area of activity and in its strategic categories: Beauty & Skin Care, Personal Care, Home
Care, as well as Strategic Partnerships including selective distribution cosmetics.
Specifically, the Group's consolidated sales in 2023 amounted to €482.2 mil. from €445.1 mil. in the year 2022,
showing an increase of 8.3% as a result of an increase in sales value and volume.
Sales in Greece amounted to €156.0 mil. in 2023 compared to €150.4 mil. last year, increased by 3.7%, presenting
significant growth behind strategic categories of Beauty & Skin Care, Personal Care, which include skin care products,
sunscreens, deodorants, fragrances, hair care products, as well as behind the Home Care categories of food packaging
and garbage bags.
Sales in the countries of the Group’s international network, which represent 67.6% of the total consolidated sales,
increased by 10.7% to €326.2 mil. in 2023 from €294.6 mil. in 2022. Excluding the forex currency impact, on a currency
neutral basis, affiliates’ sales presented a growth of 10.6%.
During 2023, the Group achieved improved levels of profitability by confirming the effectiveness of its business model
and strategy, with initiatives aimed at sales growth, including dynamic pricing and enhanced diversification, while at
the same safeguarding the Group’s competitive positioning and focus behind quality. Specifically:
7
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Earnings Before Interest Taxes, Depreciation and Amortization (EBITDA)¹ increased by 35.3% to €61.6 mil. in
2023 from €45.5 mil. in 2022. EBITDA margin stood at 12.8% in 2023 from 10.2% in 2022.
Earnings Before Interest and Taxes (EBIT) amounted to €47.1 mil. in 2023 from €32.2 mil. in 2022, increasing
by 45.9% and EBIT margin stood at 9.8% from 7.2% in the corresponding period of the previous year.
Earnings Before Tax (EBT) reached €48.6 mil. in 2023 from €31.8 mil. in 2022, up 53.2%, and EBIT margin
stood at 10.1% in 2023 from 7.1% last year.
Net Profit amounted to €39.3 mil. in 2023 from €26.3 mil. in 2022, posting an increase by 49.6% and Net
Profit margin reached 8.2% from 5.9% in 2022.
¹Alternative Performance Measures
(Detailed information on APMs are presented in paragraph 2.14 of the Group’s
Financial Report)
It is noted that the comparative figures for 2022 correspond to the Group's continuing operations excluding the
contribution of ELCA Cosmetics Ltd (as the Group's participation was sold on June 15, 2022) and the Group's subsidiary
company Hoztorg LLC (as the company decided to permanently withdraw from the Russian market where it was active
through its fully-owned indirect subsidiary, Hoztorg LLC, commercial business).
At the end of 2023, the Group successfully maintained a net cash position of €43.6 mil. exhibiting a healthy financial
position supported by the profitability of the business, balanced capital expenditure and the efficient working capital
management. Despite the challenges posed by supply chain disruptions, the Group managed to improve its working
capital requirements in terms of percentage of sales compared to last year's sales, which, among others, highlights
its strong ability to manage inventory efficiently. Additionally, the Group's strict control of trade receivables
demonstrates its commitment to maintaining a healthy cash flow position. Within 2023, the Group paid a dividend
for FY 2022 of approximately €10 mil. (0.143108 euros per share) and the Board of Directors will propose to the AGM
of 2024 a dividend payment of €15 mil. (0.224381 euros gross amount per share) highlighting its commitment behind
returning value to its shareholders, while following its strategic objectives.
As part of its strategy to further grow organic sales and profits, emphasis is given in optimizing and enhancing the
Group’s product portfolio, leveraging the strong brand equity within its strategic product categories across its
geographical region. Targeted investments and innovation plans are allocated behind strategic product development
initiatives in order to drive further growth across our territory. Within the years 2021 – 2023, a significant project
took place related to focusing on the Group’s HERO portfolio. The Group successfully implements a portfolio
rationalization process, where low-priority and low value adding products were discontinued, while targeted A&P
expenses placed behind the HERO product portfolio.
We expect that this strategic focus will have a significant positive impact on the future growth prospects of the Group.
At the same time, on the 12th of December 2023 Sarantis Group announced that the acquisition of the Polish
consumer household products company under the trade name Stella Pack S.A. by the Group's 100% subsidiary in
Poland, Sarantis Polska S.A., has received the approval from the Office of Competition and Consumer Protection
(UOKiK) in Poland and therefore completed approvals from all the country authorities where Stella Pack S.A. operates.
The acquisition of Stella Pack S.A. was completed on the 12th of January 2024 and allows Sarantis Group to reinforce
its leading position in the Polish market with further enrichment of an already strong product portfolio, while it is
expected to boost further growth in the category of consumer household products strengthening the Group's
geographical footprint in the region where it operates.
Stella Pack S.A. is an important addition to Sarantis Group as it holds a leading position in the production and provision
of household goods, with 25 years of successful presence in three countries, Poland, Romania and Ukraine. At the
same time, it is an exemplary company in terms of circular economy, as it operates only with recycled plastic to
produce plastic bags, having a waste separation line to manufacture internally own recycled plastic that fully meets
its production needs.
Moreover, the Group is also working to improve its operational efficiencies and effectiveness focusing on streamlining
processes in the supply chain, investing in automations, infrastructure and systems.
Aiming to balance economic with sustainable development, we transform our business excellence into social
contribution. Within 2023 we have made significant progress behind our ambitions and our initiatives with a focus on
the Group’s sustainable development pillars:
Sustainable production and consumption
are at the heart of the Group's sustainability strategy and
significantly affect its production facilities and its product approach. Thus, special emphasis is placed on
8
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
actions that aim at minimizing packaging and adopting circular economy waste practices, safeguarding
sustainable and circular sourcing of raw and packaging materials, improving energy efficiency, using
renewable energy sources and reducing GHG emissions, while ensuring innovation, product quality and
consumer safety.
Within 2023, our transition from the traditional Quality Management System to an Integrated Management
System that focuses on Safety & Health, Environment, and Quality (SHEQ) was completed. In particular, the
Group obtained certifications, according to international standards ISO 45001:2018 (Occupational Health &
Safety Management) and ISO 14001:2015 (Environmental Management) in all its production units in Greece,
Poland and Ukraine.
We also made further progress in mitigating our footprint on climate change through the operation of
photovoltaic systems at our facility in Oinofyta, the completion within 2023 of the installation of the
photovoltaic system at the company’s building in Marousi, while we are moving forward with the
implementation of installation of photovoltaics at our production facilities Polipak. We have also
implemented additional energy efficient initiatives across our production facilities, such as upgrading our
lightning system and air compressors.
Furthermore, we remain committed to developing brands with a higher ecological profile, using sustainable
ingredients, recycled and recyclable materials and cyclical economy practices. In particular, we advanced
within the second quarter of 2023 with the launch of the new refillable clean skincare brand, clinéa, which is
based on a unique clean beauty formula, along with a sustainable packaging of recyclable and recycled
materials, with refillable packaging with replacement capsules.
Empowered employees
and consistent investment for the development, safety, and wellbeing of our
employees within a positive and supportive working environment that promotes equality, transparency and
mutual respect are part of our philosophy. In 2023, we completed investments in Occupational Health &
Safety Management Systems, ensuring that our employees work in safe and secure environments, while
reflecting our transition, as mentioned above, from the traditional Quality Management System to an
Integrated System Management (IMS) by applying the SHEQ approach. These investments are part of the
wider strategy followed by the Group in the context of upgrading its operation and modernizing its
production with the aim of increasing efficiency and optimizing costs, focusing at the same time on an
environmentally and energy-efficient operation with safety, health and well-being of its employees as a top
priority. In 2023, we also established a Group-wide hybrid working model to create a dynamic and modern
workplace, and hosted wellness days across the company to support our employees' physical and mental
health.
Additionally, in 2023 we used the results of the Employee Engagement survey we conducted in 2022 to gauge
employee satisfaction and loyalty, in order to invest in specific areas for improvement.
Our commitment to upskilling and learning opportunities is reflected in an 87% increase in the total amount
spent on employee training in 2023 compared to the corresponding period last year. Finally, our commitment
to inclusion is reflected in the high participation of female employees, which stands at 55% across the
company. We will continue to prioritize a positive and supportive work environment for all employees.
Our contribution towards
thriving communities
was significant this year too, as we have channeled
multidimensional donations in 9 countries (Greece, Poland, Romania, Bulgaria, Czech Republic, Bosnia and
Herzegovina, Serbia, Portugal and Philippines) having more than €1.8mil. to support those in need. Our
donations focused on several key areas: Providing relief against natural disaster & humanitarian crisis
Supporting & raising awareness towards environmental protection, supporting vulnerable population groups
and encouraging Diversity & Inclusion and Supporting & raising awareness on Health & Safety.
We focus on the balance between our financial success and our
responsible governance
, as we recognize
that financial performance goes hand in hand with a sustainable business course and a strong internal
management. As a constantly growing and financially healthy Group, we create value for all stakeholders,
suppliers, customers, consumers, shareholders and employees, while safeguarding our Corporate
Governance and Business Ethics throughout our activity. It is noted that in the context of the company's goal
of continuous improvement of Corporate Governance standards, the Extraordinary General Meeting of
Shareholders elected on December 20, 2023 a new ten-member Board of Directors designating four (4) of its
members as Independent Non-Executives. Additionally, 30% of the composition of the company's new Board
of Directors also consists of female members.
9
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Business overview by product category
Sales
Regarding the sales breakdown per business unit,
sales
of
Beauty & Skin Care
products rose by 32.0% in 2023 at €48.2
mil., from €36.5 mil. in 2022. The contribution of Beauty / Skin Care products to the Group's sales amounted to 10.0%.
Sales of
Personal Care
products increased by 17.2% in 2023 at €102.8 mil. from €87.7 mil. in 2022. This upward trend
reflects the diversification of product portfolio and the Group's ability to exploit growth opportunities. The
contribution of Personal Care products to the Group's sales amounted to 21.3%.
Sales of
Home Care Solutions
products amounted to €164.1 mil. in 2023 from €156.7 mil. in 2022, posting an increase
of 4.7%, reflecting the consumer trend in both the food packaging, as well as in waste bags which posted an increase
in sales. The participation of Home Care Solutions products in the total sales of the Group amounted to 34.0%.
The category
“Private Label” (Polipak)
represents sales of polish company Polipak, an affiliate of the Group, which
specializes on the production of private label garbage bags. It presented a sales decrease of 6.9% from €33.0 mil. in
2022 to €30.7 mil. in 2023.
The
Strategic Partners
category was formed in 2023 at €132.6 mil. compared to €126.7 mil. in 2022 presenting sales
growth of 4.6% in 2023, supported both by sales of Mass Market products that rose by 4.2%, as well as by sales of
Selective Distribution products that posted an increase of 5.3%. Their participation in the total sales of the Group
amounted to 27.5%.
The
Other Sales
category presented sales of €3.9 mil. in 2023 from €4.5 mil. in 2022, posting a decrease of 13.6% on
an annual basis.
Operating Profit
Regarding the
operating profit
per business unit, EBIT of
Beauty & Skin Care
category amounted to €5.4 mil. from
€4.7 mil., posting an increase of 14.0%. The EBIT margin of Beauty & Skin Care category stood at 11.2% in 2023 from
13.0% in 2022 on the back of the investment in the new brand clinea which was launched in May 2023 entailing the
relevant launch cost.
EBIT of
Personal Care
category products amounted to €13.2 mil. in 2023 from €8.5 mil. in 2022, enhanced by 54.9%,
as it was positively affected by cost improvements resulting in the optimization of the gross profit margin and the
balanced management of advertising and promotion expenses. The EBIT margin of Personal Care products stood at
12.8% in 2023 from 9.7% in 2022.
The EBIT of
Home Care Solutions
products, having been affected by the positive changes in the prices of raw
materials, rose to €22.4 mil. in 2023 from €11.9 mil. in 2022, enhanced by 87.4%. The EBIT margin of Home Care
Solutions products settled at 13.6% in 2023 from 7.6% in 2022 whereas their participation in the total EBIT stood at
47.6%.
The EBIT of
Strategic Partnerships
category presented an increase of 13.5% at €7.4 mil. in 2023 compared to €6.5
mil. in 2022, while the EBIT margin reached 5.6% in 2023 compared to 5.2% in 2022.
Business overview by geographical region
Sales
In terms of geographical analysis,
sales in Greece
(including Portugal and selected international markets) amounted
to €156.0 mil. in 2023 from €150.4 mil. in 2022, showing an increase of 3.7%. In the first half of 2022, the partnership
with Coty-Wella concerning the mass distribution of the latter’s cosmetics was terminated, with this event being the
main reason for the above-mentioned decrease. However, the above unfavorable impact was fully offset by growth
in the Beauty & Skin Care and Personal Care categories.
The countries of the international network
, which represent 67.6% of the Group's total sales, increased by 10.7% to
€326.2 mil. in 2023 from €294.6 mil. in 2022. Excluding the currency effect, on a currency neutral basis, foreign sales
increased by 10.6%.
All of the Group's countries benefited from the broad portfolio of Beauty & Skin Care and Personal Care products and
capitalized on growth opportunities, resulting in significant sales growth particularly in the face care, deodorant,
suncare and body cleansing categories. In addition, sales of Home Care products - waste bags and food packaging
gave a significant boost, confirming the Group's leading position in this category.
10
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Operating Profit
Regarding the operating profit by geographic region,
the EBIT of Greece
settled at €16.6 mil. in 2023 compared to
€13.3 mil. in 2022, enhanced by 24,0%, having been affected by the investment made for the launch of the clean
beauty brand clinéa included in the Beauty & Skin Care category. The EBIT margin of Greece (including Portugal and
selected international markets) stood at 10.6% in 2023 from 8.9% in 2022.
The countries of the international network
presented an increase in EBIT of 61.4% in 2023 to €30.5 mil. from €18.9
mil. in 2022 attributed to the categories of Beauty & Skin Care and Personal Care, as well as Home Care Solutions.
The countries' EBIT margin stood at 9.3% in 2023 from 6.4% in 2022.
It is noted that:
The breakdown by business unit and geographical region is presented in detail in section 4.10.30 “Business Units
and Geographical Analysis Tables”.
References to sales in Greece are made at Group level, that is, having eliminated intra-group transactions.
References to the EBIT of Greece, as well as to the EBIT of the other countries, relate to the operating profitability
as monitored by the management in order to serve the evaluation of the performance and to make a more
efficient decision-making per sector of activity, having applied proportionally the distribution of expenses per
country.
2.3
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2023
Sarantis Group launches clinéa, the new refillable pharmacy clean skincare brand
Sarantis Group, being fully committed to its strategy, is intensifying efforts towards sustainable development and
reaffirms once again its dedication towards innovation and high-quality products. Through the new launch of the
clean beauty brand clinéa, Sarantis enters the beauty sector dynamically, breaking the boundaries between science
and nature. Clinéa, fully aligned with the Group's commitments, sets new terms, creates and innovates, combining
the efficiency of science with the purity of nature. By selecting the good elements of these two worlds, Sarantis Group
created the new refillable pharmacy clean skincare brand that is effective, safe and respects the environment.
Resolutions of the Ordinary General Shareholders’ Meeting of May 4th, 2023
On May 4, 2023, the Ordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.” took place at the Company’s
registered offices and made decisions on following items of the daily agenda:
1. Submission and Approval of the Annual Financial Statements, including the consolidated annual financial
statements, along with the reports of the Board of Directors and the Statutory Auditor, for the financial year
01.01.2022 – 31.12.2022. Approval of distribution of results for the financial year 01.01.2022 – 31.12.2022 -payment
of dividend and fees from the profits of the year.
2. Submission of the Audit Committee's Annual Activity Report for the financial year 01.01.2022 – 31.12.2022.
3. Approval of the overall management regarding the financial year 01.01.2022 – 31.12.2022.
4. Discharge of the Certified Auditors for the audit of the financial year 01.01.2022 – 31.12.2022.
5. Election of a regular and alternate certified auditor for the regular audit of the financial statements for the year
01.01.2023 – 31.12.2023, and determination of their remuneration.
6. Submission for discussion and voting of the Remuneration Report of article 112 of Law 4548/2018 for the financial
year 01.01.2022 – 31.12.2022.
7. Election of a new Audit Committee in accordance with article 44 of Law 4449/2017, as applicable - determination
of the type, term, number and qualifications of its members and their designation.
8. Submission of the report of the independent non-executive members of the Board of Directors according in
accordance with article 9 par. 5 Law 4706/2020.
9. Announcements.
Read the resolutions of the Ordinary General Meeting of Shareholders of May 4
th
, 2023.
Announcement of dividend payment of Financial Year 2022
The Ordinary General Meeting of Shareholders on 04.05.2023 approved the distribution of a dividend amounting to
0.1431076139 euros per share in accordance with the provisions of the Greek legislation. According to the legislation
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
in force, the dividend corresponding to the company’s 2,993,883 shares is applied to the dividend paid out to the
other shareholders and hence the gross amount of dividend is increased to 0.14951348 euros per share.
The aforementioned dividend amount is subject to a 5% withholding tax and therefore shareholders will receive a net
amount of 0.142037806 Euros per share.
The ex-dividend date was set as May 9, 2023, while the entitled shareholders are those registered in the
Dematerialized Securities System on May 10, 2023 (Record date). The dividend was paid on 16.05.2023.
Sarantis Group Organizational changes
The Company proceeded into changes of the Management, based on the decision of its Board of Directors dated
22.05.2023:
Mr. Ioannis Bouras, Commercial Director of the Group and executive member of the Board of Directors, was
appointed on 12.06.2023 as Deputy CEO. Mr. Bouras is responsible for the overall management of the Group as well
as its strategy which includes the management of subsidiaries, the Marketing Department, the Financial Services
Department, the Supply Chain Department as well as the Human Resources Department, reporting to Mr. Kyriakos
Sarantis, CEO of the Company.
Mr. Kostantinos Rozakeas, assumed the duties of Group Strategic Advisor from 12.06.2023, reporting to the CEO of
the Company, Mr. Kyriakos Sarantis.
Mr. Christos Varsos assumed the duties of the Chief Financial Officer of the Group from 12.06.2023, replacing Mr.
Kostantinos Rozakeas. As part of his duties, Mr. Varsos is responsible for the Financial Services Department, the Legal
Department, the IT department, the GDPR, and the Investor Relations & Corporate Communication Department of
the Company.
Assignment of Deputy CEO duties to a member of the Board of Directors – Formation of the Board of Directors into
a body
The company, during its meeting of June 12, 2023, decided to assign the duties of Deputy CEO to the executive
member of the Board of Directors, Mr. Ioannis Bouras, and was formed into a body as follows:
Grigoris P. Sarantis, Chairman-Executive member,
Dimitrios P. Reppas, Vice Chairman – Independent non-executive member,
Kyriakos P. Sarantis, Chief Executive Officer – Executive member,
Ioannis K. Bouras, Deputy Chief Executive Officer - Executive member,
Aikaterini P. Saranti, Non-executive member,
Konstantinos P. Rozakeas, Executive member,
Konstantinos F. Stamatiou, Executive member,
Evangelos A. Siarlis, Executive member,
Christos I. Oikonomou, Independent non-executive member,
Nikolaos P. Nomikos, Independent non-executive member,
Irene M. Nikiforaki, Independent non-executive member.
Announcement of acquisition of minority rights of Polipak
On June 14, 2023, Sarantis Group completed the acquisition of a 20% equity stake in the share capital of the company
named Polipak sp. z.o.o. with headquarters in Poland for a total consideration of PLN 22 mil., through its subsidiary,
Sarantis Polska. As a result of the above corporate transaction, Sarantis Group now owns 100% of Polipak's share
capital, thereby unlocking further synergies that will strengthen the Group's long-term prospects.
It is noted that Polipak is one of the leading companies in Europe producing waste bags for household use as well as
packaging products for industrial use, with a successful corporate history of almost 40 years. Over the past three
decades, Polipak has become one of the largest producers of its kind in the region of Central and Eastern Europe. This
strategic move strengthens Sarantis Group's position in the sector of consumer products and reaffirms its
commitment towards further growth and generation of long-term value for its shareholders.
Constitution of the Board of Directors into a body
On 30.6.2023, Mr. Konstantinos Stamatiou of Fokion, executive member, and Mr. Christos Oikonomou of Ioannis,
independent non-executive member, submitted their resignations to the Board of Directors. The Company, at the
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
meeting of its Board of Directors on 30.6.2023, decided in accordance with article 82, paragraph 1 and 2 of Law
4548/2018 and article 10 of the Company's Articles of Association, the election of Mr. Christos Varsos of Andreas to
replace the resigned member Mr. Konstantinos Stamatiou. The Company also decided the non-replacement of Mr.
Christos Oikonomou. The 10-member Board of Directors of the Company was then constituted in a body, as follows:
1)
Grigoris P. Sarantis, Chairman-Executive member
2)
Dimitrios P. Reppas, Vice Chairman – Independent non-executive member,
3)
Kyriakos P. Sarantis, Chief Executive Officer – Executive member,
4)
Ioannis K. Bouras, Deputy CEO - Executive member
5)
Aikaterini P. Saranti, Non-executive member,
6)
Evangelos A. Siarlis, Executive member,
7)
Christos A. Varsos, Executive member,
8)
Konstantinos P. Rozakeas, Non-executive member,
9)
Nikolaos P. Nomikos, Independent non-executive member,
10)
Irene M. Nikiforaki, Independent non-executive member.
Cancellation & Deletion of Shares
The Extraordinary Shareholders’ General Meeting, held on 12/07/2023, decided among other issues, pursuant to
article 49 of L. 4548/2018, the cancellation of 3,026,921 own shares, with a nominal value of €0.78 each, together
with the reduction of its share capital by €2,360,998.38, and the corresponding amendment of article 5 (Share Capital)
of the Company’s Articles of Incorporation.
Such 3,026,921 shares were acquired from 21/06/2012 until 18/06/2023, within the framework of the Own Share
Buy Back Program as approved by the General Shareholders Meetings of 21/06/2012, 09/10/2012, 26/06/2014,
09/06/2016, 25/07/2018, 02/09/2020, and 13/05/2022.
Following this capital reduction due to the cancellation of 3,026,921 shares, the Company’s share capital amounts to
€52,143,439.14 (from €54,504,437.52 before the reduction) divided into 66,850,563 registered common shares (from
69,877,484 registered common shares before the cancellation), having a nominal value of €0.78 each.
The aforementioned amendment of article 5 of the Company's Articles of Incorporation has been approved pursuant
to 3001274AP/14.07.2023 decision of the Ministry of Development, which was registered in the General Commercial
Registry (G.E.MI.) on 14.07.2023.
The Corporate Actions Committee of the Athens Stock Exchange has been notified of the above in its meeting held
on 27.07.2023.
Following the above, 01.08.2023 had been set as the date for the cancellation and deletion from the Athens Stock
Exchange of the 3,026,921 own shares, whereupon their trading ceased.
Announcement regarding the share capital and total number of shares and voting rights
The company, following the reduction of the share capital with the cancellation of 3,026,921 treasury shares, in virtue
of the resolution of the Company’s Extraordinary General Shareholders Meeting dated 12.07.2023, according to
article 9 par. 5 of the Law 3556/2007, as in force, and in order to facilitate the calculation and determination of the
acquisition or disposal thresholds of significant participations from shareholders or owners of voting rights,
announces that the Company's share capital amounts now to €52,143,439.14 and is divided into 66,850,563 common
registered voting shares, with a nominal value of €0.78 each.
The acquisition of Stella Pack in Poland received the approval from the Office of Competition and Consumer
Protection
Sarantis Group announced on December 12, 2023 that the acquisition of the Polish consumer household products
company under the trade name STELLA PACK S.A. by the Group's 100% subsidiary in Poland, Sarantis Polska S.A., has
received the approval from the Office of Competition and Consumer Protection (UOKiK) in Poland and therefore
completed approvals from all the country authorities where STELLA PACK S.A. operates.
The acquisition of STELLA PACK S.A. reinforces Sarantis Group's leading position in the Polish market with further
enrichment of an already strong product portfolio, while it is expected to boost further growth in the category of
consumer household solutions products strengthening the Group's geographical footprint in the region where it
operates.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
STELLA PACK S.A is a leading player in the production and distribution of household products, with 25 years of
successful presence in the home care solutions categories, which contributes to the circular economy, as it works only
with recycled plastic for garbage bags, and it owns a waste separation line that manufactures internally own recycled
plastic covering fully its production needs.
Decisions of the Extraordinary General Assembly of December 20, 2023
On December 20, 2023, the Extraordinary General Meeting of shareholders was held at the company's headquarters
with the following items on the agenda:
1.
Election of new Board of Directors and appointment of independent non-executive members according to Article
5§2 of Law 4706/2020.
2.
Determination of the type of the Audit Committee of the Company, the term of office, the number and the
capacity of its members, in accordance with Article 44 of Law 4449/2017, as amended and in force.
3.
Establishment of a Long-Term Incentive Plan - Performance Stock Awards ("LTI") addressed to executive members
of the BoD, as well as executives of the Company and its affiliated companies within the meaning of Article 32 of
Law 4308/2014, in accordance with the provisions of Article 114 of Law 4548/2018 (stock awards). Provision of
relevant authorisations to the Board of Directors.
4.
Approval of the Remuneration Policy in accordance with Articles 110-111 of Law 4548/2018.
Read the resolutions of the Ordinary General Meeting of Shareholders of December 20
th
, 2023.
New composition of the Board of Directors and constitution into a body
The Extraordinary General Meeting of the Company's Shareholders that took place on December 20, 2023, elected a
new ten-member Board of Directors and designated four (4) of its members as Independent Non-Executives, after
finding that they all meet the independence criteria provided for in Article 9 of Law 4706/2020 and in the Company's
Eligibility Policy. Immediately after the end of the meeting of the Extraordinary General Assembly, the Board of
Directors was constituted as follows:
1.
Grigorios P. Sarantis, Chairman, Executive member
2.
Konstantinos P. Rozakeas, Vice Chairman, Non-Executive member
3.
Kyriakos P. Sarantis, CEO, Executive member
4.
Ioannis K. Bouras, Deputy CEO, Executive member
5.
Christos A. Varsos, CFO, Executive member
6.
Evangelos A. Siarlis, CHRO, Executive member
7.
Michalis N. Imellos, Independent Non-Executive member
8.
Marianna G. Politopoulou, Independent Non-Executive member
9.
Angeliki D. Samara, Independent Non-Executive member
10.
Irini M. Nikiforaki, Independent Non-Executive member
The aforementioned Members of the Board of Directors are elected to serve for a four-year term of office, i.e. from
20.12.2023 until 20.12.2027.
Composition of the Committees of the Board of Directors
Pursuant to the resolution of the Extraordinary General Meeting held on 20.12.2023 and in accordance with the
provisions of article 44 of Law 4449/2017, the Company’s Board of Directors at its meeting dated 20.12.2023 and
having taken into consideration the respective recommendation of the Remuneration and Nominations Committee,
appointed the members of the Audit Committee. The Audit Committee, at its meeting held on the same date,
appointed its chairman and was constituted into body as follows:
Audit Committee
Michalis Imellos, Independent Non-Executive Director - Chairman
Konstantinos Rozakeas, Non-Executive Director – Member
Angeliki Samara, Independent Non-Executive Director - Member
It is noted that the Audit Committee is a Committee of the Board of Directors, consisting of three non-executive
members of the Board of Directors, which in their majority (i.e. two of the three members), are independent within
the meaning of the provisions of Article 9 of L. 4706/2020, whose term of office will coincide with the term of office
of the Board of Directors, i.e. it shall be for four years, starting on 20.12.2023 and ending on 20.12.2027. Further to
the above, the Board of Directors resolved at its meeting dated 20.12.2023, on the composition of the Remuneration
and Nominations Committee and appointed its members as follows:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Remuneration and Nominations Committee
Marianna Politopoulou, Independent Non-Executive Director - Chairwoman
Konstantinos Rozakeas, Non-Executive Director - Member
Angeliki Samara, Independent Non-Executive Director – Member
The term of office of the Remuneration and Nominations Committee will coincide with the term of office of the Board
of Directors, i.e. it shall be for four years, starting on 20.12.2023 and ending on 20.12.2027.
2.4
MAJOR RISKS AND UNCERTAINTIES
2.4.1
Risk management - framework
SARANTIS Group has a Risk Management Framework which is based on best practices and aims at applying a
systematic approach to prioritization and the development of coordinated actions against risks within the Group's
operations.
It is applied to the main business activities of the Group, so that the Heads of the Business Entities, in the context of
their action, can carry out timely identification, evaluation, management and monitoring of the main risks they
encounter from time to time.
Sarantis has developed, maintains and improves an internal Regulatory Compliance system consisting of a network
of regulatory tools (such as codes, policies, regulations, procedures and instructions), which, in collaboration with the
Company’s IT system, ensure the adequacy and effectiveness of control mechanisms with the aim to facilitate the
assessment and management of risks at every level of the organization’s operations.
2.4.1.1
Strategy and risks
At Sarantis, risk management is taken into account during the process of planning and formation of budgets and is
fully aligned with its strategy. With the goal of continuous improvement of structures and methods during the
evolutionary course and adaptation to the constantly changing business environment, we apply the following
principles:
Control
Environment
1
Management demonstrates a commitment to integrity and ethical values
2
Exercises supervision
3
Establishes structures, authority and assigns responsibility
4
Demonstrates commitment to personal skill
5
It enforces accountability
Risk Assessment
6
Determines appropriate objectives
7
Identifies and analyses risks
8
Assesses fraud risks
9
Identifies and analyses significant changes
Control
Operations
10
Selects and develops control operations
11
Selects and develops general controls in technology
12
It is developed via an internal Regulatory Compliance system
Information &
Communication
13
Utilizes relevant information
14
Communicates internally
15
Communicates externally
Monitoring
Activities
16
Conducts continuous and/or separate evaluations
17
Evaluates and communicates deficiencies, monitors the progress of corrective actions
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.4.1.2
Risk management governance
At Sarantis, the entire organization has the responsibility to contribute to the identification and management of risks.
In order to coordinate these actions, the following roles have been defined according to the following table.
The Management Committee is the highest advisory and supervisory body of the Company, after the Board of
Directors, as well as the collective executive body of the Company. It applies the risk management system and sets
the improvement criteria according to the Company’s response strategy, the action plan and the results of
comparative measurements before and after the implementation phase.
The Board of Directors ensures the independence of the functions that make up the Internal Audit System. In this
context, the Internal Audit, Regulatory Compliance and Risk Units are supervised by the Audit Committee.
Based on both the Regulation of Audit Committee and the Internal Regulation of SARANTIS, the duty of the Audit
Committee is to support the Board of Directors in its supervisory role and tasks, including the supervision of the risk
management framework.
The Risk Assessment and Management Unit, the Operating Regulations of which have been approved by the Board
of Directors, has the mission to implement the risk assessment and management procedures in relation to the
Organization’s strategic objectives.
The Regulatory Compliance Unit has assumed the responsibility of minimizing the risk of non-compliance of the
Organization with the current legislation or with other regulatory provisions.
The Internal Audit Unit conducts evaluations of the system and ensures its updating and improvement based on
appropriate recommendations.
Each risk from the identified ones is assigned to an "owner" (usually a Manager) with full responsibility for the risk
and its management. This in turn refers to implementation of a response and control plan, effective monitoring of
progress and subsequent reporting. For this reason, risk owners actively participate in risk management strategy and
in the important decisions regarding actions to effectively address and control such risks.
2.4.1.3
Risk tolerance
The level of risk tolerance has been determined at the Group level and reflects the willingness to take risks to the
extent that facilitates the creation of value and growth, and therefore by achieving a balanced risk / performance
ratio that is acceptable to the Management.
For the assessment of risks, the types of risks as well as their impact on the achievement of the organization’s goals
are taken into consideration.
In general, tolerance limits are defined for all risks depending on the impact and the probability of its occurrence.
These limits are updated every year and they are related to the developing financial size of the organization and the
conditions of the environment in which the Organization operates.
With respect to risks related to reputation, sustainability, regulatory compliance and corruption, the Management
has established zero tolerance.
2.4.1.4
Risk management process
The risk management process is being initiated with the determination of the Management's objectives regarding the
development of the organization. At the next stage, the risks that have a direct effect on the business objectives are
identified. In general, the process consists of the following four stages:
•
Determination of corporate objectives
•
Identification of stakeholders and environment
•
Identification of risks
•
Relation between risks and stakeholders
-
Identification of risks
Risks are identified both globally and locally. To determine the risks, both the "top-down" and the "bottom-up"
approach are followed on a case-by-case basis. During the determination phase, both the factors that cause the risks
16
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
and their potential impact on the achievement of corporate goals are identified. At this stage, the cases of contingent
risks that could have negative effects in the future (emerging risks), or could potentially turn into potential
opportunities, are also being examined.
-
Risk assessment
In risk assessment, an attempt is made to determine the magnitude or relevance of the risks, taking into account both
their potential impact and the probability of their occurrence, on a common scale with the objective of ranking the
respective risks by priority. In terms of impact, a quantification takes place whenever possible, otherwise qualitative
criteria such as historical data, trends, level of assurance or control, future developments, etc. are taken into
consideration.
-
Dealing with risks
At this stage, the risk management strategy is decided, while at the same time the actions (tactics) that the risk owners
should take are also being determined. In general, the risk management strategies are summarized into the following
five:
•
Mitigation of the risk, by taking measures to minimize the probability of occurrence or to mitigate the
potential impact, or both;
•
Avoiding the risk, by changing actions, or by terminating the activity associated with the risk;
•
Transfer of all or part of the risk to a third party, through insurance contracts, or through the outsourcing
of activities;
•
Acceptance of risk in the context of the business activity based on specific criteria and
•
Pursuing the particular event if the organization identifies opportunities.
-
Monitoring or risk development and reporting
Depending on the type of risk, the identification and management mechanisms include detection of the risk at the
Group and local level, reporting, validation, integration into the risk system and monitoring by the Risk Assessment
and Management Unit. By this manner, the following are achieved: identification of the risk at the reception point,
participation of the risk owners, coordination and unified management at the Group level.
-
Business assurance framework
The framework for managing business activities is based on the existing assurance system which allows the
prioritization of goals, with the aim of carrying out specific actions both in the area of Risk Management and in the
field of Internal Control.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.4.1.5
Aspects of the Risk Management Framework
In our effort to create a risk management model to serve the operational needs of the organization, including the
ever-changing environment and the evolving needs that the organization intends to meet, the risk management
framework (ERM) of SARANTIS takes into consideration the four perspectives which are complementary in pairs:
-
Top-down/Bottom-up:
Top-down: it is the approach that has been mentioned above, in which common/similar issues are being
simultaneously examined by the Management team and concern most of the Group's companies.
Bottom-up: the approach is based on the concept of self-assessment of divisions and departments in relation to the
risks they face. Based on this approach, Managers take responsibility for identifying and describing the risks in their
area of supervision, evaluating the particular risks and proposing appropriate actions for dealing with such risks.
This pair of approaches functions as complementary when building the organization’s core risk portfolio.
-
Risks in processes/Risks in Projects:
Risk in process: managers must coordinate their own team to operate based on the regulatory tools
adopted/approved by the organization. Possible deviations during the utilization of the regulatory tools, from good
practices, principles, legal framework, etc., are evaluated and indicated by the Internal Audit. During this process, the
identification of contingent risks that may affect the fulfilment of the management's objectives and the response to
the risks are agreed with the managers who are responsible for risk management and for taking corrective actions.
At the next stage, the implementation plans are being proposed. The progress of risk management is monitored
according to a relevant action plan.
Risk in projects: with regard to projects implemented by the organization and which are mainly related to
transformation initiatives, a transversal project management approach is usually applied, or if there is a large
participation of interested parties with relative independence, an approach based on the IRGC model is accordingly
applied.
2.4.1.6
Corporate culture regarding risk management
At Sarantis Group, in addition to the aforementioned risk assessment and management processes, we approach the
risk management function based on the principles of the Code of Conduct, the Report and Complaint Management
Policy, the organization’s regulatory compliance framework and the training policy.
Our goal is the participation of employees in risk management by encouraging them to identify risks and submit
proposals for mitigating such risks. At the same time, we ensure the continuous training and improvement of
employees' skills. The human resources department develops specific online training programs, while at the same
time, in specific cases, the Company also offers specialized training programs to the personnel.
In relation to the dissemination of principles and values that govern risk management and are also related to the Code
of Ethics and the Report and Complaint Management Policy, the human resources department takes care of their
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
communication, while in relation to regulatory compliance matters, communication takes place during reviews but
also through reports.
2.4.2
Methodology – Risk mapping and profiling
The organization’s goals as defined in its strategic plan, comprise the main reference point.
This is followed by an analysis of the environment and a stakeholder analysis which can be summarized in the
following table. During this analysis, the areas of greatest interest per group of involved parties are identified and
potential risks are attached to each group.
Matrix stakeholder & environmental analysis
E
S
G
Organization's
Objectives
Stakeholder
group
Political/
Geopoliti
cal
factors
Environm
ental
factors
Socia
l
Fact
ors
Legislation
(e.g.
employment
laws, GDPR,
Taxation,
Governance
law, health
and safety,
product
compliance)
Financ
ial
factor
s
Confidence
and
stability in
business
activities
Technologic
al factors
Reputation
Consumers
Χ
Χ
Χ
X
Χ
Customers
Χ
Χ
Χ
X
Suppliers
Χ
Χ
X
Χ
Partners/Allies
X
Χ
Χ
Χ
Χ
Tax office
Χ
Χ
Capital Market
Commission
X
Χ
Χ
Data
protection
authority
Χ
X
Stock exchange
Χ
Banks
Χ
Χ
Χ
Analysts
X
Χ
Χ
Χ
Χ
X
Investors
X
Χ
Χ
Χ
Χ
X
Χ
Shareholders
X
Χ
Χ
Χ
Χ
X
Χ
Employees
X
Χ
Χ
Χ
X
Municipalities
Χ
Χ
Χ
As an initial approach, the risks that could possibly affect the achievement of strategic objectives are identified. This
assessment is performed on the one hand for the entire organization and on the other hand for each business entity.
The GMs of the entities participate actively in the risk assessment of the Group's business entities.
Then, for each risk, the potential impact on the business objectives and the probability of its emergence are evaluated.
Based on the assessments, the risks are prioritized and strategic positions are assumed for risk management purposes.
Based on the positions, action plans are defined whereas the responsibility of these action plans is assumed by the
risk owners. By this manner, the necessary coordination is ensured at the Group level, while risk management is also
performed at the local level.
2.4.2.1
Grouping of risks
In order to facilitate the risk identification process, the Risk Assessment and Management Unit has proposed the
following grouping which has been approved by the Management and which takes into consideration four main
categories of risks.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Business Risks
Risks related to the Company's strategy and the sector, such as adapting to the constantly
changing customer/consumer demands, competition, regulatory framework, events
affecting the Company's viability as well as reputation, but also issues such as the
technological innovation and privacy.
Operational Risks
Risks related to the operation of the organization, arising from factors such as errors,
inadequacies, failures, fraud, etc., which may affect the organization’s IT system and
communications, security, customer service, human resources, the supply chain
(procurement, production, distribution), reporting and financial information.
Financial Risks
Risks deriving from the economic environment and factors affecting financial variables
along with factors standing as obstacles against the organization along the latter’s effort
to meet its commitments and financial goals.
Compliance Risks
Risks related to compliance with the legal and regulatory framework, including
compliance with the anti-corruption legislation as well as in relation to potential litigation
cases.
2.4.2.2
ESG (Environmental, Social, Governance) Criteria
To determine the risks, ESG (Environmental, Social and Governance) factors have been also taken into account, as
determined during the study and documentation of the corporate responsibility report. For example:
Environmental factors:
-
issues of regulatory compliance with the new legislative framework to reduce the use of plastics in
packaging.
-
climate change issues including potential risks to the organization’s operation from extreme natural
phenomena or disasters (high temperatures, intense rainfall and snowfall, tornadoes, etc.).
Social factors:
-
integrating human rights principles into both the organization’s business activities and the supply chain.
Governance factors:
-
responsibility towards consumers with the aim of building a sustainable and long-term relationship.
-
respect for the privacy of persons and security when it comes to the management of their personal data.
-
the security of IT systems from cyber-attacks.
2.4.2.3
Identified Risks, prioritization
-
Identified Risks
The organization monitors the risks that have materialized and their evolution. The risk management strategy
minimizes the impact of the various realized risks. The risk management strategy aims to either minimize the potential
impact of the risk, or limit the likelihood of its occurrence, or both, while where applicable identifying opportunities
through them.
The Organization’s risks are prioritized based on the level of criticality. The criticality level is the combination of
estimates about the respective impact and probability for each case.
Group of Risks
a/a
Description
Business risks
R1
Geopolitical developments in Ukraine
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
R2
Geopolitical developments in the Middle East (interdiction of ships)
R3
Business compliance risks related to the organization’s reputation in terms of
product failure, product compliance and organizational ethics issues
R4
Business compliance risks related to environmental and labor laws,
governance, antitrust legislation, data privacy laws, AML.
R5
Risks from natural disasters
Operational risks
R6
Cyber security
Financial risks
R7
Risks from fluctuations in exchange rates
R8
Risks from the increase in financing costs, due to increase of interest rates
R9
Capital management
R10
Risk of fluctuation in raw material prices
R11
Liquidity risk
R12
Credit risk
Below are presented the main risks of the organization for 2024 as assessed by the Management Team
-
Risk ranking table
Explanations of the main risk factors disclosed by the Organization are presented in the next section.
2.4.3
Explanations of the risks as well as the main risk factors
2.4.3.1
Management of Business Risks
R1
.
Geopolitical developments (Ukraine - Russia)
Description:
The subsidiary is fully operational, however the war in the country is affecting its operations as power
outages hamper production, while at the same time it faces increases in transport costs.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Mitigation activities:
Broader international policy issues affecting the level of this particular risk are and will remain
outside the Organization’s control. The production activity of the subsidiary is affected by interruptions in the
electricity transmission network. For this reason, the ability of self-production of energy was enhanced via the
installation of a new generator which ensures the uninterrupted operation of the unit.
Target tolerance:
Ergopack is active in the production of household solutions products and specifically of food
packaging, garbage bags and cleaning tools. In case it is deemed necessary and for any reason to terminate the activity
of the subsidiary, the Group can cover its market needs through production plants in Greece and Poland.
Scenario:
Disruption of the subsidiary's supply chain due to geopolitical conditions affecting either the subsidiary's
production capacity or the transfer of goods, materials and supplies.
Emerging threats:
Kaniv where the production plant is located has been outside the war zone since the early start of
the conflict. However, geopolitical developments in the region could affect the subsidiary's operations and business
activities. Any disruption in the subsidiary's supply chain due to the war conflict would not affect the business
continuity of the Group.
R2.
Geopolitical developments in the Middle East (interdiction of ships)
Description:
Houthi rebels' attacks on ships in the Red Sea are disrupting international trade and global energy
supplies. The level of criticality (the combination of probability of occurrence and potential impact) from the
organization’s exposure to developments was assessed in the context of business risks with an impact on supply chain
and transportation costs as medium to low.
Mitigation activities:
The management team monitors the evolution of transportation costs through constant
communication with providers, while it has developed alternative supply channels in case they are required for the
smooth operation of the organization. It also explores the possibilities for passing on costs to disposal prices, as well
as plans to promote the least affected categories of goods and products.
Target tolerance:
Given the economic importance of the area internationally, there is generally a low tolerance for
interruptions in marine activities. Concerted efforts are being made to ensure the free flow of goods through major
waterways. For these reasons, the management team estimates that the impact on transport costs and therefore on
the supply chain will be short-term.
Scenario:
Short-term: Continued Houthi attacks may lead to temporary disruptions to shipping, while international
navies and shipping companies will likely adjust their strategies to mitigate immediate risks. In the short term, the
management team anticipates and has prepared for increases in transportation costs and related supply chain
disruptions.
Medium-term: Diplomatic efforts and military actions may affect Houthi action, affecting their ability to carry out
attacks. The evolution of the situation will depend on regional dynamics, peace negotiations and international
interventions. In the medium term, the management team estimates that there will be a normalization of the
situation.
Emerging threats:
Possibility of escalation of attacks: The Houthi rebels have demonstrated the use of drones and
missiles in their attacks. There is a possibility of an escalation in the complexity and frequency of such attacks, posing
a challenge to the security of shipping in the region.
Wider regional involvement: Developments in Yemen and its maritime implications could also involve other regional
actors, leading to a more complex and volatile situation.
R3
.
Business compliance risks related to the organization’s reputation in terms of product failure, product
compliance and organizational ethics issues
Description:
•
Product failure in terms of functionality may dissatisfy consumers, while long-term dissatisfaction may
drive them away.
•
Product failure on compliance issues may potentially create a bad image for the brand and perhaps the
company.
•
Issues related to poor corporate practices may affect the company's reputation.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Mitigation activities:
•
Reports on product issues are mainly collected through the consumer line, handled by the respective
commercial departments, checked by Quality Control, which also communicates reports to commercial
managers and the Compliance Officer.
Each case is evaluated and handled individually.
•
Product compliance issues are monitored and managed by R&D and the respective assurance
department. Updates on ingredient suitability, as well as planned decisions by authorities in the countries
where the Group operates are covered by external specialist providers.
•
Issues related to corporate practices are covered by the Group's Code of Conduct. Training on the
principles of the Code is provided by Group HR and its implementation is monitored by the Internal Audit.
In addition, the organization has adopted the Reporting and Complaints Policy and a platform has been
added to the communication channels to ensure the anonymity of the complainant if desired. Complaints
are supervised by the Compliance Unit and evaluated with the Legal Department.
Target tolerance:
Management has established a zero tolerance approach to reputational and regulatory compliance
risks.
Scenario:
Violations of legal compliance could adversely affect the reputation of the organization and could incur
investigation costs, fines and/or personal penalties.
Emerging threats:
Possible extraordinary and unplanned changes by the competent authorities regarding ingredients
contained in products may cause withdrawals from the market, which may affect the image of the product and the
reputation of the company, as well as incur unexpected compliance costs.
R4
.
Business compliance risks related to environmental and labor laws, governance, antitrust legislation, data
privacy laws, AML.
Description:
Issues of non-compliance with laws and regulations, including but not limited to the environment, labor
issues, personal data protection, corporate governance legislation and the guidelines of the Hellenic Capital Market
Commission, antitrust and anti-money laundering legislation, could have an adverse effect on the Group's reputation
and may result in penalties and fines.
Mitigation activities:
The Compliance Unit is independent of the units it oversees and is responsible for the
compliance of the organization with the applicable legislation and regulatory provisions, institutional and supervisory
rules and principles, compliance with the Articles of Association and the Company's internal policies and operating
regulations, codes of conduct and best practices of the market. The objective is to minimize the risk of non-
compliance, financial loss or damage to the Company's reputation that may be suffered as a result of failure to comply
with a rule.
Target tolerance:
Management has established a zero tolerance approach to reputational and regulatory compliance
risks.
Scenario:
Violations of legal compliance could adversely affect the reputation of the organization and could incur
investigation costs, fines and/or personal penalties.
Emerging threats/opportunities:
It is important for the organization to ensure constant awareness of the regulatory
framework and adopt a proactive approach to addressing emerging threats or exploiting opportunities. Such
situations are summarized below:
•
Reports on climate change: With the growing importance of climate change assessments, there is an
increasing focus on mandatory climate-related disclosures.
o
ESG compliance: The increasing emphasis on sustainability and ethical business practices has led to
increased scrutiny of companies' ESG practices.
•
Cybersecurity risks: The increasing frequency and sophistication of cyber-attacks pose a significant threat
to data security and compliance with regulations, policies and frameworks.
•
Supply chain compliance: Ensuring compliance in complex supply chains can be challenging.
R5
.
Risks from natural disasters
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Description:
Risks from natural disasters such as fire, earthquake, flood, extensive snowfall, can have a negative effect
on the functioning of the organization.
Mitigation activities:
Any natural disaster can be a multi-faceted challenge. The aim in this is to minimize the impact
and to recover quickly, which can be achieved mainly through an effective crisis management plan, strategic planning
and a continuous effort to build resilience.
Some examples of mitigation applied in the organization are:
•
The implementation of a remote work system which can act as an effective alternative against the
difficulty in accessing the offices for employees, in the event of, for example, heavy snowfall.
•
The development of a business continuity plan regarding the operational readiness of the IT system.
•
The development of a plan for the management of emergencies in the event of earthquakes and fires by
the Facility management department. The plan envisages the organization of management teams, the
periodic training of staff and the drawing up of a specific action plan.
•
The insurance of facilities and goods against natural disasters.
•
The installation of fire-fighting systems, etc.
Target tolerance:
The goal is the uninterrupted operation of the organization. In the event of an extraordinary adverse
natural phenomenon, the organization must be in operational readiness in the shortest possible time.
Scenario:
Each case of a natural disaster, or crisis in general, is different, however issues that are taken into account
when evaluating scenarios of such cases may be:
•
Supply chain disruptions affecting availability.
•
Distribution problems, which may be due to infrastructure damage
•
Damage to production facilities.
•
Stock shortages due to supply chain disruptions can lead to market shortages and customer
dissatisfaction.
•
Financial impacts, such as increased costs due to disasters, loss of revenue, etc.
•
Impact on employees such as evacuation requirements, or impact on workforce availability which may
make it difficult to resume normal operations.
•
Brand image. A possible inability of the company to meet demand during the recovery phase can lead to
consumer dissatisfaction. Effective communication about the situation, about recovery efforts, or about
any temporary product shortages is important and aims to maintain trust.
•
Insurance requirements and business continuity planning. Issues of securing insurance claims and having
a robust business continuity plan in place, including measures to mitigate the effects of future disasters.
•
Long-Term Resilience: The organization’s ability to learn from experience and invest in strengthening its
resilience to future disasters. This may include diversifying suppliers, securing alternative production
facilities, and improving disaster response and recovery capabilities.
2.4.3.2
Management of Operational Risks
R6
.
Cyber security and data protection
Description:
Cyber-attacks and data leakage, intentional or unintentional, loss of control of the organization’s IT
system are threats that could cause service disruption and/or loss of confidential data. Disruption of service means
disruption to the supply chain with a major impact on customers, while data leaks could result in significant regulatory
penalties. Both cases could have an impact on the organization’s reputation.
Mitigation activities:
•
The organization assesses the various cybersecurity risks. In particular it identifies risks, formulates
control levels as well as implements control mechanisms in all functions of the organization. Control and
prevention systems detect and prevent external attacks, while securing operations at the organizational
level.
•
With regard to data protection, on the one hand the organization integrates at the technological level the
protection provided by the company's IT system, performing actions in the structure of the systems by
24
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
design. At the organizational level, the organization provides instructions and training to employees and
especially to those involved in the processing of personal data.
•
The organization periodically tests its security levels, carrying out simulations of cyberattacks with the
help of specialized consultants with the aim of identifying weaknesses in the systems and also correcting
such flaws.
Target tolerance:
Management has established a zero tolerance approach to reputational and regulatory compliance
risks. The aim is also the uninterrupted operation of the organism. In the event of a cybersecurity emergency, the
organization must be operationally ready in the shortest possible time.
Scenario:
Potential breach of security systems and communication structures by external threats, or
intentional/unintentional leakage of confidential data or personal data from employees or partners.
Emerging threats:
Cyber threats are on the rise and have been technologically evolving. We expect that cyber-attacks
will intensify and that there will be an evolution in intrusion techniques. Staff training and practice in intrusion
methods, as well as measuring the effectiveness of the trainings, are expected to be implemented within the year.
2.4.3.3
Management of Financial Risks (more detailed information is provided in paragraph 4.9 of the Annual
Financial Report.)
Market Risks (R7, R8, R9, R10)
R7.
Risks from fluctuations in exchange rates
Description:
The Group operates in an environment of relatively high exchange rate risk given that approximately
65% of the Group's total sales derive from the countries of Southeast Europe. The Group's exposure to foreign
exchange risk in these countries is mainly found in the translation of the local financial statements into the Euro,
which is the currency of the consolidated financial statements. Therefore, any appreciation or depreciation of the
local currencies results in a strengthening or weakening of the consolidated financial statements expressed in Euro.
Mitigation activities:
The Group's Management constantly monitors the exchange rate volatility in order to intervene
if required.
Target tolerance:
Management has chosen not to use hedging products on a consistent basis with respect to foreign
exchange rate fluctuations. The local effect on the financial figures in the event of a weakening of regional currencies
is being dealt with by transferring the depreciation of the foreign exchange rates to the final product prices.
Scenario:
The Finance Department examines various scenarios of foreign exchange rate changes both in the cases of
potential devaluation and respectively in the cases of potential appreciation, depicting the potential impact on the
statement of total income and the equity of the Group for each currency change (PLN, RON, YUD, UAH, HUF)
separately for the corresponding audit period.
Emerging threats:
The performance of the economies of countries in which the Group operates, combined with the
geopolitical developments, volatility in financial markets and realignments in global supply chains, can affect currency
affairs.
More detailed information is provided in paragraph 4.9.4 of the Annual Financial Report.
R8
.
Risks from the increase in financing costs, due to increase of interest rates
Description:
Rising interest rates as a result of monetary tightening by Central Banks to combat the impact of inflation
increases the financing cost.
Mitigation activities:
•
Management's objective is to cover the financing needs by achieving the optimal balance between the
cost of borrowing and the potential effect on the profit and cash flows from a change of interest rates. To
achieve the above objective, the Management draws up the financial strategy taking into account the
desired level of leverage and the appropriate structure of short-term and long-term borrowing.
25
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
•
The Group's policy is to continuously monitor the interest rate trends. On a daily basis, working capital is
primarily covered by operating cash flows and existing bank lines of credit. Investing activities are usually
financed from a combination of sources including long-term borrowing.
Target tolerance:
The short-term borrowing rate is determined as the interbank offered rate on the date of
borrowing plus a predetermined spread. All the Group's loan liabilities on 31.12.2023 are linked to floating interest
rates. The Group's policy is the production of free cash flows and the absence of net debt.
Scenario:
The Management examines scenarios of changes in interest rates in relation to the total borrowing as of
various reporting periods and their possible impact on net results and Equity.
Emerging threats:
A potential lack of Central Banks’ capacity to limit inflationary pressures may lead to a further
increase in interest rates and, by extension, may increase financing costs.
More detailed information is provided in paragraph 4.9.5 of the Annual Financial Report.
R9.
Capital Management
Description:
Capital management risk refers to the possibility that the company may experience financial losses or
disruptions due to ineffective or inadequate management of its capital structure of equity and debt capital. This risk
affects the company's ability to meet its financial obligations, invest in growth opportunities and withstand economic
downturns. Relevant risk factors in addition to financial ones are of a strategic nature, such as mergers and
acquisitions, business transformations, the composition of the capital structure, such as the ratio of equity to debt,
or the composition of long-term versus short-term debt, market factors, such as economic conditions or market
volatility, etc.
Mitigation activities:
Management's objective is to ensure that the organization can operate smoothly in order to
provide satisfactory returns to shareholders and to maintain an optimal allocation of capital while reducing its costs.
Finance Management monitors the organization’s capital based on the leverage ratio, which is calculated by dividing
net borrowings by the total employed funds.
Target tolerance:
In the context of management objectives as mentioned above, risk tolerance involves the notion of
an optimal allocation between capital availability, capital efficiency and cost of capital.
Scenario:
The Management Team examines scenarios regarding risks related to market dynamics, regulatory changes
and technological developments. These scenarios take into account factors related to the digital transformation of
the FMCG market, including emerging technologies such as AI and its applications, the expansion of the regulatory
framework to reduce environmental impacts, market volatility including geopolitical issues that may affect import
costs and possibly profit margins, as well as factors related to changes in consumer behavior and the increasing use
of e-commerce.
Emerging threats
: Emerging threats could arise due to factors related to changes in the business environment, the
regulatory framework, or even technological developments, which would directly or indirectly affect the
management strategy and/or the cost of capital.
More detailed information is provided in paragraph 4.9.1 of the Annual Financial Report.
R10.
Risk of fluctuation in raw material prices
Description:
The risk relates to the company's exposure to fluctuations in the prices of key raw materials that are
critical to its production and operations. Fluctuations in their prices may affect costs, profitability and overall financial
performance.
Key raw materials in the personal care category are fragrances, oils and chemicals, and for the household solutions
product categories (food packaging products and plastic trash bags), are aluminum, plastic (PVC/LDPE Cling film,) and
polyethylene (HDPE, LDPE, LLDPE).
Mitigation activities:
The prices of raw materials for perfumes, oils and chemicals do not fluctuate significantly, as
any differences are balanced by fluctuations in supply volumes when necessary, keeping alternative suppliers active
and creating safety stocks. With regard to the impact of fluctuations in aluminum and plastic prices, the Group closes
26
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
prices at short intervals and additionally creates a safety stock when deemed necessary. The Management Team
assesses the Company's ability to use pass-through mechanisms on a case-by-case basis.
Target tolerance:
The aim is to maintain or increase the profit margin. In the context of target tolerance, the
possibility of absorbing part of the costs due to mitigation actions is considered, as well as the transfer of part of the
costs to the price of the products.
Scenario:
The impact of different key raw material price scenarios on the outcome is assessed with the aim of
understanding the range of possible outcomes and preparing risk mitigation strategies.
Emerging threats:
The emerging threats depend on the structures of the markets in which the Group operates and
the developments in the field of competition.
More detailed information is provided in paragraph 4.9.8 of the Annual Financial Report.
R11.
Liquidity Risk
Description:
Liquidity risk refers to the possibility that the company may face difficulties in meeting its short-term
financial obligations due to insufficient cash or easily convertible assets.
Mitigation activities:
The Management Team and the Finance Department implement prudent liquidity management
through an appropriate combination of cash and cash equivalents and approved bank credits. The working capital
cycle is also evaluated and optimized, while sensitivity analysis is carried out to assess the impact of alternative
scenarios on liquidity.
The Finance Department constantly monitors the amount of short-term and long-term borrowings, as well as its ratio
to total liabilities, the composition of total liabilities, and manages the risks that may arise from a lack of sufficient
liquidity by ensuring that there are always secured bank credits available for use. The existing unused authorized bank
credits available to the Group are sufficient to deal with any potential cash shortage.
Target tolerance: T
he tolerance for maintaining sufficient liquidity is included in achieving the appropriate
combination of liquid reserves and authorized bank credits.
Scenario:
Scenario: The management team considers possible scenarios where risk/opportunity factors such as
supply chain disruptions, economic downturns, regulatory requirements or technological developments may impact
the organization’s liquidity.
Emerging threats:
Emerging threats related to liquidity risks can be influenced by many factors, including changes in
market dynamics, the regulatory environment and global economic conditions.
More detailed information is provided in paragraph 4.9.7 of the Annual Financial Report.
R12.
Credit Risk
Description:
Inflationary pressures resulting from geopolitical and international economic developments, as well as
high volatility in financial markets can limit access to financing sources and increase financing costs. Also, the pressure
on consumers' disposable income reduces consumption and affects consumption trends. The reduction of liquidity in
the economy comes as a consequence of the aforementioned factors. The tightening of liquidity, in turn, may create
difficulty when it comes to the company collecting payments from customers.
Mitigation activities:
The Group's receivables derive from wholesale sales. The financial position of customers is
constantly monitored by the credit control systems of the Group's business entities, which monitor and assess the
size of the credit provision as well as the respective credit limits. When deemed necessary, the company may request
an additional collateral.
Target tolerance:
In relation to customers who extend the agreed repayment date, the credit control unit of the
company initiates a process with the aim of assessing the cause of the delay. If the delay is unjustified, then a proposal
is made indicating the need to change the credit policy. In the event of a justified delay, the necessary approvals are
obtained and the cooperation with the customer continues as it had been the case previously.
Scenario:
Inability to collect receivables due to liquidity problems on behalf of customers.
27
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Emerging threats:
Emerging threats depend on the structures of the markets in which the Group operates and the
developments in the economic and financial environment.
More detailed information is provided in paragraph 4.9.6 of the Annual Financial Report.
2.5
FUTURE OUTLOOK AND PROSPECTS
During 2023, a year undoubtedly characterized by high uncertainty and adverse geopolitical developments in the
international environment, one of the most important challenges that Sarantis Group faced was inflation, which,
although declining, remained at high levels. By strategically balancing product appreciation, sales volume and
maintaining our competitive advantage, we remained committed to prudent cost management, while continuing to
focus on streamlining our portfolio and our HERO product portfolio, i.e. high value products in strategic categories,
which can drive further profitability and sustainable growth for the Group.
The Group's strategic development plan sets a clear direction and is based on three pillars, as mentioned above:
strong and consistent development of our business base with the complementary exploration of growth opportunities
through acquisitions to follow, simplification of internal processes and operations and efficiency, so that value is
created and energy is released in the organization, further strengthening the organizational capacity of the Group by
upgrading the skills of its people and developing leadership skills.
In a dynamic and challenging business environment, as we move into 2024, Sarantis Group remains optimistic about
its future prospects, looking forward to another year of growth, focused on maintaining its growth momentum and
competitiveness, while protecting its profitability margins. Our strong financial position, our commitment to
innovation and our business excellence translates into our vision of providing high quality products that consumers
trust in their daily lives.
2.6
RELATED PARTY TRANSACTIONS
The most significant transactions between the Company and its related parties, as such are defined by International
Accounting Standard 24, are presented below.
Trade receivables
31.12.2023
31.12.2022
Sarantis Bulgaria LTD
41,532
90,516
Sarantis Romania S.A.
477,429
1,289,681
Sarantis Polska S.A.
1,301,238
3,199,205
Sarantis Czech Republic sro
328,583
1,936,952
Polipak SP.Z.O.O.
0
34,314
Sarantis Slovakia S.R.O
0
5,355
Ergopack LLC
229,563
912,991
Sarantis Hungary Kft.
77,306
668,545
Sarantis Portugal Lda
918,352
853,749
Elode France SARL
2,420
35,685
Lenidi SA
0
2,230,379
Lenidi Bulgaria LTD
0
16,638
Lenidi Romania LTD
42
42
Total
3,376,464
11,274,052
Grand total receivables
3,376,464
11,274,052
28
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Trade liabilities
31.12.2023
31.12.2022
Sarantis Belgrade D.O.O
2,202,835
944,260
Sarantis Banja Luca D.O.O
1,750
0
Sarantis Skopje D.O.O
608,145
678,476
Sarantis Romania S.A.
144
3,224
Sarantis Polska S.A.
244,941
597,520
Sarantis Czech Republic sro
0
189
Polipak SP.Z.O.O.
186,784
514,928
Sarantis Hungary Kft.
5,453
0
Sarantis France SARL
35,233
40,971
Lenidi SA
4,565
0
Total
3,289,850
2,779,568
Liabilities from loans
31.12.2023
31.12.2022
Zetafin LTD
530,610
0
Waldeck LTD
0
546,492
Total
530,610
546,492
Lease liabilities
31.12.2023
31.12.2022
Lenidi SA
6,490,835
7,131,110
Total
6,490,835
7,131,110
Grand total liabilities
10,311,294
10,457,171
Income
Income from sale of merchandise
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
3,005,177
2,612,504
Sarantis Banja Luca D.O.O
151,111
0
Sarantis Skopje D.O.O
984,935
799,242
Sarantis Bulgaria LTD
2,478,138
2,220,785
Sarantis Romania S.A.
7,944,277
5,636,955
Sarantis Polska S.A.
10,799,940
12,507,004
Sarantis Czech Republic sro
8,375,853
6,835,219
Sarantis Slovakia S.R.O
0
708,633
Ergopack LLC
1,066,557
797,514
Sarantis Hungary Kft.
877,141
1,190,824
Sarantis Portugal Lda
1,697,647
1,121,708
Lenidi SA
282,436
2,598,206
Lenidi Bulgaria LTD
85,992
67,714
Total
37,749,204
37,096,307
29
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
It is noted that in the above amount, with the associated company Lenidi SA, an amount of 17 thousand Euros
related to the purchase of fixed assets is included.
Other income
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
228,172
217,331
Sarantis Banja Luca D.O.O
8,155
6,108
Sarantis Skopje D.O.O
23,588
21,518
Sarantis Bulgaria LTD
74,426
43,029
Sarantis Romania S.A.
305,806
237,875
Sarantis Polska S.A.
1,247,696
1,395,713
Sarantis Czech Republic sro
325,166
319,545
Polipak SP.Z.O.O.
113,175
172,562
Sarantis Slovakia S.R.O
4,403
28,501
Ergopack LLC
117,584
115,894
Sarantis Hungary Kft.
97,088
108,305
Sarantis Portugal Lda
129,231
92,319
Lenidi SA
0
23,116
Lenidi Bulgaria LTD
0
7,987
Lenidi Romania LTD
0
3,951
Total
2,674,488
2,793,753
Grand total income
40,423,693
39,890,060
Expenses and Purchases
Purchases of merchandise - services - assets
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
332
0
Sarantis Bulgaria LTD
6,910
5,181
Sarantis Romania S.A.
40,671
27,146
Sarantis Polska S.A.
2,154,878
2,134,762
Sarantis Czech Republic sro
0
3,872
Polipak SP.Z.O.O.
2,341,483
3,513,445
Sarantis Hungary Kft.
5,422
0
Lenidi SA
112,905
486,126
Total
4,662,601
6,170,532
Expenses – interest
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Bulgaria LTD
0
41,198
Sarantis Romania S.A.
0
82,503
Sarantis Polska S.A.
0
41,399
Zetafin LTD
15,687
0
Waldeck LTD
0
15,687
Lenidi SA
187,703
67,484
Total
203,389
248,271
30
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.7
DETAILED INFORMATION ACCORDING TO A. 4, PAR.7, L.3556/2007.
2.7.1
Structure of the Company’s share capital
The Company’s share capital amounts to 52,143,439.14 euro, divided into 66,850,563, common registered shares
with voting right, and with a nominal value of 0.78 euro per share.
All the shares are registered and listed for trading in the Securities Market of the Athens Exchange.
The rights of the Company’s shareholders with respect to their shares are proportional to the share capital stake to
which the paid-in share value corresponds. Each share incorporates all the rights and obligations that are stipulated
by the Law and Company’s Articles of Association, and more specifically:
The right to dividend from the annual earnings or liquidation profits of the Company.
A percentage of 35% of the net earnings following deduction only of the statutory reserve is distributed from the
earnings of each year to shareholders as an initial dividend, while the distribution of an additional dividend is resolved
upon by the General Meeting. Dividends are entitled to each shareholder who is registered in the Shareholders’
Register at the dividend record date. The dividend for each share is paid to its holder within two (2) months from the
date on which the Ordinary General Meeting approved the Annual Financial Statements. The payment date and the
payment method are released through the Press. The right to receive payment of the dividend is subject to a time
limitation and the respective unclaimed amount goes to the State upon the lapse of 5 years from the end of the year
during which the General Meeting approved the distribution of the said dividend.
The right to reclaim the amount of one’s contribution during the liquidation or, similarly, the writing off of
the capital representing the share, provided that this is resolved upon by the General Meeting
The pre-emptive right at every share capital increase of the Company via cash payment or the issuance of
new shares
Each shareholder is entitled to request a copy of the financial statements along with the relevant reports of
the Board of Directors and the Auditors of the Company
The right to participate in the Company’s General Meeting which consists of the following specific rights:
legitimacy, presence, participation in discussions, submission of proposals on the items of the agenda, entry
of one’s opinion on the minutes of the Meeting and finally the right to vote
The General Meeting of Company’s Shareholders retains all its rights and obligations during liquidation. The
liability of shareholders is limited to the nominal value of the shares such hold
Other expenses
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Polska S.A.
0
206
Elode France SARL
37,811
0
Total
37,811
206
Grand total expenses
4,903,801
6,419,009
Table of disclosures of related parties
Group
Company
a) Income
732,881
40,423,693
b) Expenses
372,462
4,903,801
c) Receivables
184,651
3,376,464
d) Liabilities
6,495,399
10,311,294
e) Transactions and remuneration of senior
executives and management
2,631,450
2,631,450
f) Receivables from senior executives and
management
0
0
g) Liabilities towards senior executives and
management
810
810
h) Receivables from affiliates
0
0
i) Liabilities to affiliates
0
0
31
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.7.2
Limits on transfers of Company’s shares
The transfer of Company shares takes place based on procedures stipulated by Law, while there are no restrictions
set by the Articles of Association for transfer of shares, as such are dematerialized shares listed on the Athens
Exchange.
Pursuant to article 9 par. 1 of Law 4706/2020, as in force, the independent non-executive members of the Board of
Directors of the Company may not, among other things, own at the time of their appointment and during their term
of office directly or indirectly percentage of voting rights greater than 0.5% of the paid-up share capital.
In accordance with Article 19 of Regulation (EC) No 596/2014 of the European Parliament and of the Council, the
executives and the closely related people with these persons are required to disclose transactions to the Hellenic
Capital Market Commission and to the Company, that are directly or indirectly incurred on their behalf and relate to
the Company's shares or debt securities or derivatives or other financial instruments that are linked to them after the
completion of a sum amounting to €5,000 (gross basis) each year.
2.7.3
Significant direct or indirect holdings according to the definition of 3556/2007
Until 31.12.2023, the following announcement was made with regards to significant direct or indirect holdings
according to the definition of 3556/2007:
On April 18, 2023, the Goldman Sachs Group, Inc. informed that due to the sale of shares, the percentage of
voting rights held by its controlled entity, Goldman Sachs Asset Management, L.P. holds in the Company
decreased to less than 5%. The total percentage that The Goldman Sachs Group, Inc. holds indirectly through
its controlled companies, as of April 12, 2023, remained above 5%. On December 31, 2023, this percentage
stood at 0.648%.
Following the relevant notification on August 1, 2023 by the shareholders Mr. Grigoris P. Sarantis, Kyriakos
P. Sarantis and Aikaterini P. Saranti, that due to the reduction of the company's share capital that occurred
by virtue of the July 12, 2023 decision of the Extraordinary General Meeting of the Company's shareholders,
with the cancellation of 3,026,921 treasury common shares, as published by the Company on July 28, 2023,
following the relevant approvals, the total percentage of their direct and indirect participation of the
Company’s’ total shares and voting rights changed by a percentage greater than 3% and totaled 55.5%. As at
31 December 2023, this percentage stood at 57.2%.
On August 3, 2023, FMR LLC informed that, due to the reduction of the company's share capital that occurred
pursuant to the July 12, 2023 decision of the Extraordinary General Meeting of the Company's shareholders,
with the cancellation of 3,026,921 treasury common shares, the total percentage of voting rights held by the
company FMR LLC indirectly, through its controlled companies in the Company amounted to 10% on August
1, 2023 and specifically was formed at 10.45% (i.e. 6,987,748 voting rights). As of December 31, 2023, the
percentage of voting rights held by FMR LLC stood at 10%.
2.7.4
Shares conferring special control rights
None of the Company shares carry any special rights of control.
2.7.5
Limitations on voting rights
The Articles of Association make no provision for any limitations on voting rights emanating from its shares.
2.7.6
Agreements among Company shareholders
The Company is not aware of any agreements among shareholders entailing limitations on the transfer of shares or
limitations on voting rights emanating from its shares, apart from those mentioned in paragraph 2.7.3.
2.7.7
Rules governing the appointment and replacement of members of Board of Directors and the amendment
of the Articles of Association
The rules set out in the Articles of Association of the Company on the appointment and replacement of members of
the Board of Directors and the amendment of the provisions of the Articles of Association do not differ from those
envisaged in Codified Law 4548/2018.
32
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.7.8
Responsibility of the Board of Directors for the issuance of new shares or the purchase of treasury shares
According to the provisions of article 24§1b & 1c of Law 4548/2018, the Company’s Board of Directors has the right,
following a relevant decision by the General Shareholder’s Meeting to increase the Company’s share capital with the
issuance of new shares, through a decision by the Board of Directors that is made with a majority of at least two thirds
(2/3) of its total members. In this case, Company’s share capital may be increased by no more than the share capital
amount paid up on the date when the Board of Directors was granted such power by the General Meeting. This power
of the Board of Directors may be renewed by the General Meeting for a period that may not exceed five year per
instance of renewal.
2.7.9
Important agreements initiated, amended or terminated in case a charge arises in the company’s control
following a public offer
There are no agreements which enter into force, are amended or terminated in the event of change in the control of
the Company following a public offer.
2.7.10
Agreements with members of the Board of Directors or employees of the Company
The Company has no significant agreements with members of the Board of Directors or its employees providing for
the payment of compensation, especially in the case of resignation or dismissal without good reason or termination
of their period of office or employment due to a public offer.
2.8
INFORMATION FOR ACQUIRED TREASURY SHARES ACCORDING TO ARTICLE 50 PARAGRAPH 2 of L. 4548/2018
During the year 2023, the Company proceeded to the purchase of 1,542,018 treasury shares at an average purchase
price of 7.69 euro per share, paying 11,967,259.25 euro. In total, taking into account the 2,918,794 treasury shares
already held by the company at 31.12.2022, as well as the cancellation of 3,026,921 treasury shares on August 1, 2023
decided by the Extraordinary General Meeting held on 12.07.2023, the Company on December 31, 2023 holds in total
1,433,891 treasury shares with nominal value of EUR 0.78 per share and an average price of 7.81 euro per share, for
a total value of 11,204,176.91 euro, representing 2.14% of its share capital.
2.9
RESEARCH AND DEVELOPMENT ACTIVITY
The development process of innovative, environmentally friendly products is at the heart of Sarantis Group business
activity, providing the impetus to meet consumers’ needs progressively over time, further enhancing their trust. The
Group has evolved thanks to the given emphasis on know-how, specialization and high quality, aiming at optimizing
and creating new high quality products that exceed consumers’ expectations, committing to increasingly reduce its
environmental footprint.
The Group’s continuous investment in R&D and environmentally friendly responsible production practices ensure the
product’s quality and alignment with the circular economy. The Group supports the creation of eco products that
increase environmental awareness and enhances responsible consumers’ consumption, while further stimulates
competition to mobilize a systematic change towards a greener future in terms of production.
The Group's cosmetics Research & Development laboratory is composed of experienced scientists of various
specialties who ensure that the latest scientific knowledge and trends are embedded in the development of
innovative and safe products that always represent an environmental-friendly product-development philosophy. Our
research teams aim to bring together the best ideas within the framework of collaboration with research centers and
laboratories, while they regularly attend international conferences & exhibitions to be constantly informed about the
latest developments in the industry. In combination with the constant quality controls in all phases of product
development, from the collection of raw materials to their final appearance at the points of sale, our products meet
the most demanding quality criteria and all modern consumers’ needs.
At the same time, we explore the potential of circular innovation, both in terms of ingredients and packaging and we
have started to develop our capabilities by starting pilot programs for brands and materials for future launches. The
new modern research & development laboratory within the new Polipak factory will contribute significantly to this,
which will have state-of-the-art laboratory equipment and allow a wide range of controls and tests, ensuring high
quality and innovation in the household solutions products category. Moreover, the addition of Stella Pack S.A. to the
Group will make a significant contribution in this field, as it is a model company in terms of circular economy since it
operates only with recycled plastic for the production of plastic bags, having a waste separation line in order to
manufacture internally the recycled plastic that fully meets its production needs.
33
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
In the direction of research and development, the Group invests in the development of an Integrated Management
System (SHEQ) that will comprise Standards on Quality, Health & Safety and Environmental Management.
Analytically, all Group’s certifications are available in section 2.13.
2.10
COMPANY’S BRANCHES
The Company has the following branches:
1
Mesogeion 67 - Tzavella, 15231 Chalandri*
2
52 KMo National Road Athens - Lamia, Position Lysia - Tempeli 0, 32011, Oinofyta
3
Tzumba Position Patima 0, 19011 Avlona
4
Iroon Polytechniou 19, 15231 Chalandri
5
Land Plot 51 B10 Ground Floor 0, 57001 Thermi
6
Amarousiou - Chalandriou 28, 15125 Marousi
*On January 26, 2024, the Company decided to close its branch located on Mesogeion Avenue and Tzavella Street in
Chalandri, Attica.
34
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.11
SUBSEQUENT EVENTS
Completion of the acquisition of STELLA PACK S.A.
Following its announcement dated December 12th 2023, regarding receipt of all necessary approvals by the relevant
competition authorities, Sarantis Group announced the completion of the acquisition of Stella Pack S.A. on January
12th 2024 by its fully-owned subsidiary, Sarantis Polska S.A.
More specifically, Sarantis Polska S.A., Sarantis Group’s fully-owned subsidiary, signed an agreement for the
acquisition of the 100% of the share capital of the companies Stella Pack Europe SP.Z.O.O. in Poland, Stella Pack S.A.
in Poland, Stella Pack S.R.L. in Romania, as well as 79% of Stella Pack Ukraine LLC in Ukraine.
The Enterprise Value of Stella Pack S.A. as of January 12th 2024 is 253.46 million PLN, and will be funded from the
cash reserves of the Group.
The acquisition of Stella Pack S.A. is a strategic move that allows Sarantis Group to reinforce its leading position in the
Polish market with further enrichment of an already strong product portfolio, while it is expected to boost further
growth in the category of consumer household products strengthening the Group's geographical footprint in the
region where it operates.
Stella Pack S.A. is an important addition to Sarantis Group, as it holds a leading position in the production and
provision of household products, with 25 years of successful presence in three countries, Poland, Romania and
Ukraine. At the same time, it is an exemplary company in terms of circular economy, as it operates only with recycled
plastic to produce plastic bags, having a waste separation line to manufacture internally own recycled plastic that
fully meets its production needs.
The fair values (in Euro) of the Stella Pack Group's identifiable assets and liabilities, acquisition price and goodwill at
the acquisition date were:
Goodwill and fair value adjustments resulting from the acquisition of businesses abroad are treated as assets and
liabilities of each foreign business and are converted into the subject currency according to the exchange rates of the
balance sheet date.
The above adjustments were performed in order to determine the identifiable assets and liabilities, and also in order
to reflect their fair value as defined by the International Financial Reporting Standards (IFRS) at the acquisition date.
The Group has measured the value of the acquired companies based on current information. Within the next year,
the Group may adjust the provisional values recognized for the business combination under IFRS 3 based on the
collection of additional information.
Goodwill was recognized at its cost, which is the excess of the cost of combination, indicating the amount above the
Group's proportional participation in the fair value of the net assets acquired. The goodwill arose mainly from the
prospects related to the expected growth of the sector in which the acquired company operates.
Book value
Fair Value
adjustment
Fair Value
Tangible fixed assets
20,059,564
6,610,048
26,669,611
Intangible assets & Trademarks
2,154,064
36,914,536
39,068,600
Inventories
12,079,380
(130,285)
11,949,095
Trade & other receivables
10,749,684
(100,424)
10,649,260
Cash & cash equivalents
4,140,939
0
4,140,939
Loans
(33,602,092)
0
(33,602,092)
Lease liabilities
(3,160,020)
(5,016,252)
(8,176,272)
Deferred tax liabilities
(337,873)
(7,317,063)
(7,654,936)
Provisions
(1,423,117)
0
(1,423,117)
Trade & other payables
(12,826,079)
(66,766)
(12,892,845)
Total FV of the Net Assets and Liabilities
(2,165,550)
30,893,793
28,728,243
Total FV of the Net Assets and Liabilities of NCI
259,711
Total FV of the Net Assets and Liabilities of the
28,468,532
Goodwill recognized at the acquisition
2,694,274
Total acquisition price
31,162,806
35
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Finally, it is noted that in the context of the acquisition, loans towards third parties amounting to 25.2 million Euros
of the company Stella Pack Europe SP.Z.O.O. were repaid by Sarantis Polska S.A., generating respectively an intra-
company receivable/liability.
Loans
Within January 2024, the Company raised a loan of 4 million Euros in order to cover working capital needs.
Stella Pack S.A. in Poland proceeded with the repayment of its total borrowing of approximately 8.1 million Euros.
2.12
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement is included in the Annual Report of the Board of Directors pursuant to article
152, par.1 of Law 4548/2018. The present Statement concerns the fiscal year 1.1-31.12.2023.
The Company applies the principles of corporate government, as those are defined in the current legislative
framework and particularly pursuant to article 17 of L. 4706/20 and article 4 of the Decision of the Hellenic Capital
Market Commission (Decision no. 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market
Commission).
2.12.1
Corporate Governance Code
Upon the decision of its Board of Directors dated on 15.07.2021, the Company applies the Hellenic Corporate
Governance Code of the
Hellenic Corporate Governance Council (HCGC)
(June 2021), with the deviations mentioned
in the present Corporate Governance Statement.
The Hellenic Corporate Governance Code is posted on the website of the Hellenic Corporate Governance Council
HCGC Hellenic Corporate Governance Code as well as on the corporate website
Gr. Sarantis SA Hellenic Corporate
Governance Code (2021).
The Hellenic Corporate Governance Council (HCGC) was established in 2012 as a non-Profit Company with the joint
initiative of the Hellenic Federation of Enterprises (SEV) and the Athens Stock Exchange (ATHEXGROUP). Since then,
the Hellenic Banking Association in 2018 and the Hellenic Fund and Asset Management Association in 2019 became
Regular Members of the HCGC. The purpose of the HCGC is to continuously increase the credibility of the Greek
market among domestic and international investors and to improve the competitiveness of Greek corporations. It
functions as a specialized body for disseminating the principles of corporate governance and seeks to develop a
culture of good governance in the Greek economy and society.
2.12.2
The General Assembly of the Shareholders
Operation Items of the General Assembly
The General Assembly of the shareholders is the supreme body of the Company. It is entitled to decide upon any
subject, whereas its decision constitutes commitment even for the absent or opposing shareholders. The General
Assembly is temporarily chaired by the Chairman of the BoD, who, through a specific procedure, provides for the
election of the ordinary Chairman and the Secretary of the General Assembly. The responsibility of the General
Assembly is to take decisions regarding all subjects submitted to it, whereas it is the only competent body to decide
on issues mentioned in article 117 of L.4548/2018 and specifically the following:
-
amendments of the articles of association including capital changes;
-
the election of the BoD members, the auditors and the determination of their fees. Pursuant to article
10 of the articles of association, the election of BoD directors to substitute vacancies due to death,
resignation or deposition is also excluded;
-
the approval of overall management in line with article 108 of L. 4558/2018 and the discharge of auditors;
-
the approval of Annual Consolidated financial statements;
-
the allocation of the annual profits;
-
the approval of remuneration or advance payment of remuneration according to article 109 of Law
4548/2018;
-
the issuance of convertible loan;
-
the approval of the remuneration policy and report;
-
the cases of merger, split, transformation, revival, extension or dissolution of the company;
36
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
-
the appointment of liquidators.
The Company has adjusted the provisions of its articles of association which are subject to the provisions of L.
4548/2018, such as the aforementioned decisions requiring an increased quorum (2/3) and a majority (2/3 of those
present). Amendment of other provisions by simple quorum (1/5) and a majority (½ +1 of those present).
Communication with the Shareholders and the potential Shareholders.
The Company operates a website which presents subjects and information concerning the shareholders in both the
Greek and the English language.
The contact details of both the Chairman of the Company and the manager of the investor relations and shareholders
department are at the disposal of the shareholders for direct communication.
In case institutional shareholders wish to get acquainted with the Group, they may contact the Manager of the
Investor Relations and Shareholders Department who will handle the arrangement of a relevant presentation
meeting.
Regarding the procedure of holding the General Assembly, the company is subject to the provisions of the national
legislation and posts on its website all the required information in Greek as well as in English for the shareholders’
convenience.
Conditions for the Participation of Shareholders in the General Assembly.
Law 4548/2018, in article 124, and Law 4569/2018, in article 14, define the conditions for the participation of
shareholders in the General Assembly.
In particular:
-
Any natural person or legal entity having a shareholder status on the fifth day (date of registration) before
the General Assembly has the right to participate
-
For the cases of repeated or postponed General Assemblies, the deadlines of article 130 L. 4548/2018 apply,
-
Shareholder status is evidenced through information obtained from the Central Deposition, as well as
through by any legal means
-
There is no requirement for the shareholders to block their shares in order to participate in the General
Assemblies
Shareholders’ Rights
Law 4548/2018, in article 123, defines the shareholders’ rights regarding the General Assembly and in particular the
information that the company is obliged to provide to its shareholders. Specifically, the company is obliged to post
on its website, from the publication of the invitation and until its convocation, the information provided for in article
121 of L. 4548/2018 regarding:
-
the procedure for the exercise of the right to vote through a representative
-
the information regarding the exercise of minority rights pursuant to paragraphs 2, 3, 6 and 7 of article 141,
L. 4548/2018
-
the availability of representation appointment and revoking forms
-
the decision drafts on items of the agenda
-
the total number of shares and voting rights on the date of the invitation
-
the alternative way of providing representation appointment and revoking forms, free of charge, in cases of
inability to obtain them online
For cases of participation through a representative, article 128 of L. 4548/2018 applies. The appointment, revoking
and replacement of a representative are submitted to the Company in writing at least 48 hours before the General
Assembly. In case of non-compliance, the non-compliant shareholder may participate in the General Assembly unless
the General Assembly refuses his participation for a significant reason. The representative votes in accordance with
the instructions of the shareholder, if any. Non-compliance of the representative with the instructions does not affect
the validity of the decisions of the General Assembly. The representative is obliged to disclose to the Company, before
the beginning of the General Assembly, any case of serving interests other than those of the represented shareholder.
The rights of the minority shareholders and the way to exercise them are defined in articles 141 to 144 of L.
4548/2018.
37
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2.12.3
Board of Directors and Committees:
(a)
The Company is governed by the Board of Directors, which is elected by the General Assembly, in the context of
the Articles of Association of the Company and the national legislation.
The changes in the Board of Directors during the year 2023 are as follows:
On 12.6.2023, by decision of the Board of Directors, Mr. Bouras Ioannis is appointed Deputy CEO and the Board of
Directors is being reconstituted as follows:
1.
Grigoris P. Sarantis, Chairman-Executive member,
2.
Dimitrios P. Reppas, Vice Chairman – Independent non-executive member,
3.
Kyriakos P. Sarantis, Chief Executive Officer – Executive member,
4.
Ioannis K. Bouras, Deputy Chief Executive Officer - Executive member,
5.
Aikaterini P. Saranti, Non-executive member,
6.
Konstantinos P. Rozakeas, Executive member,
7.
Konstantinos F. Stamatiou, Executive member,
8.
Evangelos A. Siarlis, Executive member,
9.
Christos I. Oikonomou, Independent non-executive member,
10.
Nikolaos P. Nomikos, Independent non-executive member,
11.
Irene M. Nikiforaki, Independent non-executive member.
There are no changes to the composition of the Audit and Nomination and Remuneration Committees.
On 30.6.2023, following the resignation of Mr. Konstantinos Stamatiou, Executive member and Christos Economou,
Independent and non-executive member of the Board of Directors, the Board of Directors is being reconstituted as
follows:
1.
Grigoris P. Sarantis, Chairman-Executive member
2.
Dimitrios P. Reppas, Vice Chairman – Independent non-executive member,
3.
Kyriakos P. Sarantis, Chief Executive Officer – Executive member,
4.
Ioannis K. Bouras, Deputy CEO - Executive member
5.
Aikaterini P. Saranti, Non-executive member,
6.
Evangelos A. Siarlis, Executive member,
7.
Christos A. Varsos, Executive member,
8.
Konstantinos P. Rozakeas, Non-executive member,
9.
Nikolaos P. Nomikos, Independent non-executive member,
10.
Irene M. Nikiforaki, Independent non-executive member.
Mr. Dimitrios Reppas, Vice Chairman, Independent and Non-Executive Member will replace the Chairman only in his
non-executive duties, while Mr. Kyriakos Sarantis, Chief Executive Officer, will replace the Chairman in his executive
duties.
The term of office of the Board of Directors will expire on 19.05.2026.
There are also changes in the composition of the Committees.
Specifically, in the Audit Committee, the position of Mr. Economou is taken over by Ms. Samara D. Angeliki, Assistant
Professor at the Department of Accounting and Finance, School of Business Administration Sciences of the University
of Macedonia as an independent third person elected by the Extraordinary General Meeting of 12.7.2023.
Accordingly, the position of Mr. Economou in the Nominations and Remuneration Committee is assumed by Mrs.
Nikiforaki M. Irini, Independent Non-Executive Member of the Board of Directors by decision of the Board of
Directors.
By resolution of the General Meeting of Shareholders held on 20.12.2023, a new Board of Directors is elected and
constituted as follows:
1.
Grigorios P. Sarantis, Chairman, Executive member
2.
Konstantinos P. Rozakeas, Vice Chairman, Non-Executive member
3.
Kyriakos P. Sarantis, CEO, Executive member
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.
Ioannis K. Bouras, Deputy CEO, Executive member
5.
Christos A. Varsos, Executive member
6.
Evangelos A. Siarlis, Executive member
7.
Michalis N. Imellos, Independent Non-Executive member
8.
Marianna G. Politopoulou, Independent Non-Executive member
9.
Angeliki D. Samara, Independent Non-Executive member
10.
Irini M. Nikiforaki, Independent Non-Executive member
Mr. Konstantinos Rozakeas, Vice President and Non-Executive Member will replace the Chairman only in his non-
executive duties, while Mr. Kyriakos Sarantis, CEO, will replace the Chairman in his executive duties.
The term of office of the above Board of Directors is four years, i.e. until 20.12.2027.
There are also changes in the Committees. The Audit Committee will henceforth consist of independent and non-
executive members of the Board of Directors by majority and will consist of three members. The Audit Committee,
after voting, elected Mr. Imellos as Chairman and was constituted as follows:
Michalis N. Imellos, Chairman, Independent Non-Executive member
Konstantinos P. Rozakeas, Vice Chairman, Non-Executive member
Angeliki D. Samara, Independent Non-Executive member
The Nomination and Remuneration Committee was constituted as follows:
Marianna G. Politopoulou, Independent Non-Executive member of BoD
Konstantinos P. Rozakeas, Non-Executive member of Bod and
Angeliki D. Samara, Independent Non-Executive member of Bod
Mrs. Politopoulou was unanimously appointed by the Board of Directors as Chairman of the Committee.
The term of both committees will coincide with the term of the Board of Directors.
Therefore, the current Board of Directors consists of 10 (ten) members and has a four-year term of office (in
accordance with the provisions of article 85 of Law 4548/2018). Five (5) of the Board members are executive
members, and five non-executive members, of which four are also independent members.
The following table presents the members of the Board of Directors, the capacity and relation of each member, their
participation in committees, the changes within the reference period, their total term (from the date the company
was listed in the Athens Stock Exchange) as well as the beginning and the end of the term for the reference period.
Committees
SN
Name
Capacity
Relation
Term
(years)
Beginning
of Term
End of
Term
Audit
Remuneration
&
Nominations
Composition of the Board of Directors
1
*Grigorios P.
Sarantis
Chairman
Executive
Member
30
20/12/2023
20/12/2027
2
Konstantinos P.
Rozakeas
Vice-Chairman
Non-executive
member
25
20/12/2023
20/12/2027
Member
Member
3
*Kyriakos P.
Sarantis
CEO
Executive
Member
30
20/12/2023
20/12/2027
4
Ioannis K. Bouras
Deputy CEO
Executive
Member
2
20/12/2023
20/12/2027
5
Christos A. Varsos
CFO
Executive
Member
1
20/12/2023
20/12/2027
6
Evangelos A.
Siarlis
CHRO
Executive
Member
2
20/12/2023
20/12/2027
7
Michail N. Imellos
Member
Independent
non-executive
member
1
20/12/2023
20/12/2027
Chairman
8
Maria Ioanna G.
Politopoulou
Member
Independent
non-executive
member
1
20/12/2023
20/12/2027
Chairwoman
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
9
Angeliki D.
Samara
Member
Independent
non-executive
member
1
20/12/2023
20/12/2027
Member
Member
10
Irene M.
Nikiforaki
Member
Independent
non-executive
member
3
20/12/2023
20/12/2027
*Their participation is since the Company’s listing in the Athens Stock Exchange in 1994.
The following table presents the professional commitments of the members of the Board of Directors other than their
duties in the Group.
Full Name
Capacity
Professional Commitments
Grigorios P. Sarantis
Chairman
DATABLUE S.A.. (BoD Chairman)
SARKK S.A. (BoD Chairman & CEO)
ZAKIS M.LTD. (Administrator)
POLYAGROKTIMA GI MAS (Administrator)
Konstantinos P. Rozakeas
Vice-chairman
LENIDI S.A. (BoD Chairman)
Kyriakos P. Sarantis
CEO
SARKK S.A. (BoD Vice-chairman)
DIRTY LAUNDRY (Chairman & CEO)
THINALOS KYKLADON S.A. (Chairman & CEO)
Ioannis K. Bouras
Deputy CEO
-
Christos A. Varsos
CFO
-
Evangelos I. Siarlis
Director of Human
Resources
-
Michael N. Imellos
Independent Non-
Executive Member
Non-Executive Member of BoD of Coca-Cola HBC Finance BV
Providing consulting services to private equity firms, as well as coaching and
mentoring services to new incoming financial managers.
Maria Ioanna G. Politopoulou
Independent Non-
Executive Member
Non-Executive Member of BoD of Attica Bank and member of the Board's
Risk Management Committee since June 2023.
Vice-chairman of the Board of Directors of Junior Achievement Greece.
General Secretary of Board of Directors of “The Wharton Club of Greece”.
Vice-chairman of the Board of Directors of the Hellenic-Dutch Commercial &
Industrial Association 2016-2022 and honorary member from 2023.
Member of the Leadership Committee of the Hellenic-American Chamber
Aggeliki D. Samara
Independent Non-
Executive Member
Assistant Professor of Accounting in the Department of Accounting and
Finance of the School of Business Administration of the University of
Macedonia.
Chairman of the Examination Committee of SOEL (Institute of Certified Public
Accountants of Greece) for the conduct of the Professional Examinations of
Certified Public Accountants.
Member of the Audit Committee and Independent non-Executive Member of
OLTH S.A., Alpha Real Estate Services and AlphaLife Insurance.
Irini M. Nikiforaki
Independent Non-
Executive Member
Lawyer of Athens at the Supreme Court, appointed in the Athens Court of
First Instance. EETT Lawyer. She teaches in the Post-graduate programs of
the Law School of the Athens University. Partner of the law office ‘Nikiforaki
& Fereti Law’.
The curriculum vitae of each member of the Company’s Board of Directors are posted on the corporate website
. In particular:
Grigoris Sarantis, Chairman of the Board
Grigoris Sarantis had been the Chief Executive Officer of the joint venture between THE ESTEE LAUDER COMPANIES
and GR. SARANTIS S.A. since its establishment until the sale of the Company’s participation in the joint venture in
June 2022. He was born in Athens and studied at Athens Law School. He is also a graduate of Athens College. His
decisive executive leadership and vision has helped bring accelerated growth for both Sarantis Group and The Estee
40
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Lauder JV. He is a results-focused and effectual leader with a proven ability to deliver improvements to product
quality, market positioning, customer relationships and financial performance. His management style includes
creativity, inspiration, vision, motivation and rationality, characteristics which he imparts to his associates.
Konstantinos Rozakeas, Vice Chairman, Non-Executive member, Member of the Audit Committee and the
Nominations and Remuneration Committee
He has been a member of the Group since 1995 and played a key role in the formulation and implementation of the
Group's development strategy and progress as Financial Director until June 2023. He has 12 years of previous
experience as a Chartered Accountant (at SOL) and as a Business Consultant (at ARTHUR ANDERSEN). He has attended
INSEAD Business School's senior management program (AMP) and Corporate Financial Strategy in Global Markets
(CFSGM).
Kyriakos Sarantis,
Chief Executive Officer
Kyriakos Sarantis was born in Athens and studied at the Athens University of Economics and Business. He is also a
graduate of Athens College. His vision and business thinking brought significant development in the company making
it one of the leading consumer companies in Europe. In the context of dynamic and rapidly changing markets, it has
managed to repeatedly generate revenue, significantly improve the Group's operational performance and
profitability and achieve critical strategic objectives, thus creating value for shareholders and confirming its vision. It
places special emphasis on the Group's people by adopting a healthy and practical management style that focuses on
employee satisfaction and development. He is renowned for his healthy and practical management style centered on
the employees’ fulfillment and advancement.
Ioannis Bouras, Deputy Chief Executive Officer
Since June 2023, Giannis Bouras is appointed as a Deputy Chief Executive Officer and is in charge of the overall
management of the Group and its strategy. A passionate visionary FMCG professional with experiences around
different categories (food, personal care, and beauty), different countries and regions.
Its central concern, the
necessary focus on the brands and the people of the organization, always aims at the daily close cooperation which
will bear fruit in the effort to achieve business goals and ultimately create value for all interested members. He has
the knowledge and experience of all the distribution channels of the industry, modern retail stores and e-shops. With
a proven track record of leading teams in a volatile competitive environment, effective communication and
engagement are central to his work. An efficient, creative and productive professional, he exemplifies the leadership
style he follows. Always positive, energetic, action-oriented and solution-oriented. His 20 years work experience in
the FMCG sector is a privilege for the Group. He worked across many countries through companies such as MINERVA
S.A. and PZ Cussons. He holds a bachelor’s in chemical engineering, an MBA master’s degree, while he completed the
INSEAD International Directors Program during 2019.
Christos Varsos, Executive Member
Christos Varsos was appointed as Group Chief Financial Officer in June 2023, coming from EY Greece where he was a
Partner in Consulting Services, while in the past he has led the CFO Consulting Services for Greece and Southeast
Europe. With almost three decades of accumulated professional experience, he was CFO for leading companies in
Greece and Europe. Prior to joining EY, he was Regional Finance Director for Central Europe and Italy, CFO for
Switzerland and Group Financial Planning and Analysis Director at Coca-Cola HBC. Previously, he was CFO in a shipping
company of Greek interests, where he led its Initial Public Offering on the London Stock Exchange. He started his
career as an auditor in London and Athens. He holds a degree in Banking and Financial Management from the
University of Piraeus, and he is a Fellow Chartered Certified Accountant from the Association of Chartered Certified
Accountants (ACCA), in the United Kingdom.
Evangelos Siarlis, Executive Member
Evangelos Siarlis joined Sarantis family as Group HR Director in November 2016. After successfully serving the Group
for almost 6 years he has been appointed as Group Chief Human Resources Officer and Executive Member of the
Board of Directors since April 2022.
During his professional journey in the company, he has led the HR development
and digitalization, as well as the alignment of People agenda with strategic objectives. Characterized by strong
leadership and management skills, Evangelos has extensive knowledge in building successful teams in diverse
workplaces fueling organizational growth and high-performance culture. His more than eighteen-year experience in
the FMCG sector and his thorough business acumen is a privilege for the Group since he is contributing significantly
to our business results. Prior to this role, Evangelos was Head of Human Resources in Minerva S.A., a member of PZ
41
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Cussons Group. He holds a Bachelor Degree in Economics from Aristotelian University of Thessaloniki and a Master
Science Degree in Strategic Human Resources Management from ALBA.
Michalis Imellos, Independent Non-executive member, Chairman of the Audit Committee
Michalis Imellos has many years of executive experience in the financial management of multinational companies, in
auditing, as well as a non-executive member and financial advisor of companies in sectors such as consumer goods
and technology. Since April 2021, he has been serving as a non-executive director for Coca-Cola HBC Finance BV, the
financing arm of Coca-Cola HBC, which is a FTSE-100 UK-listed multinational Beverages Group (CCH: LN) based in
Switzerland. In addition, he has been serving as advisor in private equity entities, as well as a coach & mentor for
newly appointed finance directors. Between 2008 and 2021 he held several roles at Coca-Cola HBC, including serving
as Chief Financial Officer for 9 years, as well as Interim Chief Executive Officer. From 1997 he worked at Xerox for 11
years, in various finance management roles, including M&A Director and Divisional Finance Director at the company's
European headquarters in the UK. He began his career in financial auditing with Ernst & Young. He is a UK-qualified
Fellow Member of the Institute of Chartered Accountants in England & Wales and a graduate of the Physics
Department of the National & Kapodistrian University of Athens.
Marianna Politopoulou,
Independent Non-Executive Member, Chairwoman of the Nominations and Remuneration
Committee
Marianna Politopoulou holds an MBA in Finance from the Wharton School - University of Pennsylvania and an MSc in
Civil Engineering from the National Technical University of Athens. In her long professional career in Greece and
abroad, particularly since 1994, she has held several senior management and CEO positions, among others, with
Honeywell Europe, EFG Eurobank, Inchcape Hellas Group, Credit Agricole Indosuez Luxembourg and the National
Bank of Greece. She was the Chairwoman & CEO of NN Hellas and NN Agency 2016-2022. In January 2022, with the
acquisition of Metife in Greece she was also appointed Chairwoman and CEO of Metlife and Chairwoman of Metlife
Mutual Fund Co. Her extensive and diverse experience in senior management, contributed to her introducing best
practices in internal and corporate governance, transforming the operating model and corporate culture. She
designed and implemented the new strategy with significant turnaround, profitability and growth, focusing on
people-centricity, customer service, teamwork, employee engagement, diversity and inclusion, innovation and
digitalization.
Marianna Politopoulou is: Non-executive director of the Bod of Attica Bank and member of the Board Risk Committee
since June 2023, Vice Chair of the BoD of Junior Achievement Greece, Secretary General of the BoD of The Wharton
Club of Greece, Vice chair member of the Hellenic-Dutch Association of Commerce & Industry 2016-2022 and
honorary member since 2023 member of the Leadership Committee of the American - Hellenic Chamber of
Commerce. She has also served as: elected member of the General Council, of the supreme advisory body of the
Hellenic Federation of Enterprises (SEV) 2019-2022, BoD member of the Hellenic Association of Insurance Companies
and member of the Executive Committee of the Hellenic Association of Insurance Companies 2016-2022 and
Chairwoman of the Life and Pension Committee 2022.
Angeliki Samara, Independent Non-Executive Member, Member of the Audit Committee and the Nomination and
Remuneration Committee
Angeliki Samara is an Assistant Professor in Accounting at the Department of Accounting and Finance, School of
Business Administration, University of Macedonia. She obtained her BSc in Economics from Aristotle University of
Thessaloniki, pursued her MSc degree in Applied Economics and Finance with academic direction in Applied
Accounting and Auditing from the National and Kapodistrian University of Athens and a PhD in Accounting from the
University of Surrey, UK. She also holds a professional qualification in Audit from the Institute of Certified Public
Accountants of Greece (SOEL). She has extensive experience in accounting field and in the oversight of financial
reporting and audit. She is a member of the Quality Control Board (QCB) of the Hellenic Accounting and Auditing
Oversight Board (HAASOB) and of the Quality Control Committee (QCC) of SOEL. She has been an expert in EU
twinning program on audit and accounting standards and corporate governance and a member of the team in the
General Accounting Office (Ministry of Finance) for the preparation of the new Chart of Accounts for the Greek
General Government. She is also the Chairwoman of the Examinations Committee of the Institute of Certified Public
Accountants of Greece (SOEL) for the conduction of the professional exams, a member of Audit Committee and
independent non-executive member of ThPA S.A., AlphaLife Insurance Company S.A. and Alpha Astika Akinita. She
participates in national and international conferences of the accounting and audit field. Her research interests include
Financial Reporting, International Financial Reporting Standards, Accounting, Auditing and Audit Committees. Her
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
work has been presented in various academic conferences and has been published in peer reviewed academic
journals.
Irene Nikiforaki, Independent Non-Executive Member
Irene Nikiforaki was appointed to the Athens Court of First Instance in 1997 and is admitted before the Supreme Court
of Greece. He is a graduate of the Law School of the University of Athens, holds a postgraduate degree from the same
University (LL.M European Competition Law, Intellectual Property, International Commercial Arbitration) and a
doctorate from the Law School of the University of Edinburgh (PhD: "Technology Licensing: the evolution of EU
Competition law"), while in 2020 she graduated from the Women's Leadership program of the University of Oxford
Saïd Business School. He is particularly specialized in Competition law as well as Regulatory Law, with an emphasis on
the Telecommunications sector, the Information and Communication Technologies (ICT) sector, commercial contract
law, intellectual property law, corporate law and acquisitions, business mergers. From 2002 to the present, he is a
Lawyer of the National Telecommunications and Posts Commission (EETT) responsible for matters of competition and
regulation in the field of electronic communications. During the period 2007-2008 he was a legal advisor to the
Ministry of Transport and Infrastructure. She is a founding member of the law firm 'Nikiforaki & Fereti Law'. He has
also participated in a significant number of legislative committees (for Telecommunications, the incorporation of the
new Electronic Communications code) and has represented EETT in the European network of EU competition
authorities. Finally, he teaches Electronic Communications Law as a visiting lecturer in various Postgraduate Programs
of Faculty of Law of the Athens University of Applied Sciences, while you have various scientific and academic
publications.
The BoD members are elected – appointed by the General Assembly through simple quorum (1/5) and majority (½ +1
of those present).
In case of resignation, death or loss of the status of the member or members of the Board of Directors in any other
way, the remaining members can decide to continue the administration and representation of the company even
without the replacement of the vacancies on the condition that the number of the remaining members exceeds half
the number of the members prior to the occurrence of these events. In any case, the remaining members are not
allowed to be less than three (3).
The BoD convenes regularly depending on the needs of the Company and the items to be settled and at least once a
month.
The Secretary of the Board of Directors holds the minutes of the Board of Directors and the Committees.
The following table summarizes the number of meetings and participation rates of the Board of Directors and its
Committees during the reference period, that is, 1.1-31.12.2023
BoD Meetings and %
participation
Audit
Committee
Meetings and %
participation
Remuneration
& Nominations
Committee
Meetings and %
participation
SN
Number of Meetings 1/1-31/12/2023
92
21
10
1
Grigorios P. Sarantis
Chairman
90/92
98%
2
Konstantinos P. Rozakeas
Vice-chairman
91/92
99%
2/2
100%
3
Kyriakos P. Sarantis
Chief Executive Officer
90/92
98%
4
Ioannis K. Bouras
Deputy CEO
92/92
100%
5
Christos A. Varsos
Chief Financial Officer
51/51
100%
6
Evangelos A. Siarlis
Group Human Resources
Director
92/92
100%
7
Michail N. Imellos
Independent non-executive
member
2/2
100%
2/2
100%
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
8
Maria Ioanna G. Politopoulou
Independent non-executive
member
2/2
100%
9
Angeliki D. Samara
Independent non-executive
member
4/4
100%
10/10
100%
10
Irene M. Nikiforaki
Independent non-executive
member
65/92
71%
19/19
100%
5/5
100%
Aikaterini P. Saranti
76/90
84%
Christos I. Oikonomou
26/40
65%
11/11
100%
5/5
100%
Dimitrios P. Reppas
62/90
69%
10/10
100%
Konstantinos F. Stamatiou
40/40
100%
Nikolaos P. Nomikos
61/90
68%
10/10
100%
Ioannis M. Arkoulis
6/6
100%
19/19
100%
It is reminded that:
1. Messrs. Konstantinos Stamatiou and Christos Oikonomou were members of the Board of Directors until 30.06.2023.
2. Mr. Christos Varsos was elected a member of the Board of Directors on 30.06.2023.
3. Mrs. Aikaterini Sarantis and Mr. Dimitrios Reppas and Mr. Nikolaos Nomikos were members of the Board of Directors until 20.12.2023.
4. Mrs. Marianna Politopoulou, Mr. Michalis Imellos and Mrs. Angeliki Samara were elected members of the Board of Directors on
20.12.2023.
The Company’s Regulation of Operation, a summary of which is posted on the corporate website Summary of the
Regulation of Operation Gr. Sarantis S.A.,
describes in detail the operation of the Board of Directors, its powers,
authorities and duties, the authorities of the executive members, the non-executive members and the independent
members. Reference is made to the authorities of the Chairman and the Independent Vice-chairman.
The Management has established
a policy and a procedure to prevent and address conflicts of interests
. The goal of
the Policy is to set the framework of identifying, assessing, managing and preventing cases of conflicts of interests,
so that the administrative bodies of the Company can make prudent, objective and independent decisions in favor of
the Company and the fulfilment of its aims, and that the due diligence of the members of the bodies and the
promotion of the corporate interest is ensured. The Procedure reflects the principles and procedures that the
Company adopted in order to fulfil its legal obligations to keep and implement effective administrative procedures
and audit mechanisms to prevent, identify and manage existing and potential conflicts of interest within its activities.
The Management has taken care of adopting the compliance
procedure
regarding the
transactions with related
parties
in line with article 14 of Law 4706/20 and of the obligations arising regarding the recognition, monitoring and
disclosure of the Company's transactions with related parties.
The rules regarding the recognition, monitoring and disclosure of transactions with related parties are based on Law
4548/2018 and in particular Articles 99-101, International Accounting Standards / International Financial Reporting
Standards and more specifically IAS 24 "Related Party Disclosures" and IAS 27 "Consolidated and separate financial
statements" and the instructions of the Hellenic Capital Market Commission (Circular 45 / 21.7.2011 "Transactions of
a listed company with related parties").
The monitoring of the transactions between the Company and its related parties is carried out on a continuous basis
by the Finance Department. The Finance Department is responsible for the observance of the provisions of the
legislation on intra-group transactions, the monitoring of the procedures of agreements or written contracts between
the related entities as well as their justification and documentation by calculating the prices of products-services
(provided or received).
The Board of Directors of the Company evaluates and updates on an annual basis the criteria applied for the
identification of the Company's transactions with related parties and the fulfillment of the criteria in order to exclude
an impending transaction from the restrictions of Law 4548/2018.
The competent body, for taking the relevant decision on the preparation of Intragroup Transaction and the granting
of the relevant license, is the Board of Directors of the Company. The competence of the Board of Directors for the
issuance of a license is exercised collectively and cannot be assigned to one or more persons, members of the Board
of Directors or not.
44
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The Board of Directors may issue a license, which is valid for six (6) months. On repetitive contracts with the same
person, a single contract can be issued, which defines the characteristics of the contracts and is valid for one (1) year.
The Board of Directors announces the issuance of a license for the preparation of the Intragroup Transaction. This
announcement is submitted to the publicity provided by Law 4548/2018 before the completion of the transaction.
Within ten (10) days from the publication of the announcement of the granting of the above license by the Board of
Directors, shareholders representing one twentieth (1/20) of the paid-up share capital, may request the convening of
a General Meeting to decide on the issue of licensing. The contract for which a license was granted by the Board of
Directors is considered final only after the expiration of the deadline of ten (10) days or the receipt of the license from
the General Meeting or the written statement of all shareholders to the Company that it is not provided to request
the convening of the General Assembly.
If the Intragroup Transaction has already been concluded until the General Meeting has been authorized, then the
General Meeting is canceled if it is opposed by shareholders representing one twentieth (1/20) of the capital
represented at the General Meeting.
In the event that the transaction concerns a shareholder of the Company, the specific shareholder does not
participate in the voting of the General Meeting and is not calculated for the formation of the quorum and the
majority. Similarly, other shareholders do not participate in the voting with whom the counterparty is associated with
a relationship subject to paragraph 2 of article 99 of Law 4548/2018. This paragraph does not apply if the permission
of the Board of Directors was given with the consent of the majority of its independent members.
In any case, the issuance of the license by the General Meeting is canceled, if it is opposed by shareholders
representing one third (1/3) of the capital represented at the meeting.
If the permission to conclude the contract was given by the General Meeting, any amendments may be made with
the permission of the Board of Directors, unless the General Meeting reserved the right to provide the permission to
them as well.
The decision of the Board of Directors or the General Meeting (as the case may be) is taken based on the auditor’s
report or auditing company or other independent third party to the Company, which assesses whether the transaction
is fair and reasonable for the Company and its shareholders that are not a related party, including the Company's
minority shareholders, and explains the assumptions on which it is based, together with the methods used. The
persons of paragraph 2 of article 99 of Law 4548/2018 do not participate in the preparation of the specific report.
Except in the case that the Board of Directors has granted the permission for the preparation of the Intragroup
Transaction, the Board of Directors announces the issuance of permission for the preparation of the Intragroup
Transaction by the General Meeting, as well as the non-expiration of the ten (10) days according to the above. This
announcement is submitted to the publicity provided by Law 4548/2018 before the completion of the Intragroup
Transaction. Inaccuracy of the announcement is not opposed to third parties, unless the Company proves that the
third parties were aware of this inaccuracy. The announcement includes at least some information:
-
as to the nature of the Company's relationship with the related party
-
the date and value of the Intragroup Transaction
-
any other information necessary to assess whether the transaction is fair and reasonable to the Company
and its non-affiliated persons, including minority shareholders.
The announcement is accompanied by the report of the accountant auditor or auditing company according to the
above. The transaction concluded between the person affiliated with the Company and its subsidiary is also submitted
in the publicity formalities.
The provisions of this procedure are without prejudice to the obligations of disclosure of preferential information, as
referred to in Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council.
The Management has provided for the generation of an
Assessment and Supervision Procedure for the Members of
the Board of Directors and its Committees
.
The assessment is carried out every year. In this context, the Nominations
and Remuneration Committee assesses the structure, composition and performance of the bodies, as well as the
skills, knowledge and experience of their members and submits proposals to the Company’s Board of Directors. The
assessment in both cases is conducted by filling in appropriate questionnaires. Once the Board of Directors is aware
of the results of the assessment, the actions to be implemented are formed. In case decisions are made on corrective
45
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
actions following the assessment, the Nominations and Remuneration Committee makes sure that these are properly
implemented, and the implementation thereof is monitored by the Chairman of the Board of Directors.
(b) Committees
(b1) Executive/Management Committee
(Regulation of Operation, par.2.2.3.1).
In addition to the provisions of the law, the company has established an Executive Committee. It is chaired by the
Chief Executive Officer and the directors of the Group’s core operations and on case-by-case basis the pertinent
directors of the Business Units participate. The Executive Committee constitutes a collective body of the Company’s
management with explicitly executive responsibilities and supervisory role over current operating and administrative
issues. It is the competent committee for the business risk management.
(b2) Audit Committee
(Regulation of Operation, par.2.2.3.2).
The Audit Committee consists of at least three members as an independent committee.
The President is elected by the members after a vote.
On 20.12.2023, a new Audit Committee was elected, which
was set up as follows:
Michail N. Imellos, Independent Non-Executive Member, Chairman
Konstantinos P. Rozakeas, non-Executive Vice-President, Member
Angeliki D. Samara, Independent Non-Executive Member, Member
Until 20.12.2023 the Audit Committee consisted of:
Ioannis Arkoulis, Certified Public Accountant (Chairman, Independent third person appointed by the Ordinary General
Assembly), Irini Nikiforaki, Independent Non-Executive Member, Member, Christos Oikonomou, Businessman
Independent Non-Executive Member, Member. On 12.7.2023, Mr. Oikonomou was replaced by Mrs. Samara Angeliki.
The Audit Committee assists the Board of Directors in fulfilling its supervisory responsibility undertaken on behalf of
the shareholders.
It is a committee designed to add value and improve the operations of the organisation. Its role
includes, inter alia, the following: (a) it informs the Board of Directors about the results of the mandatory audit, (b) it
monitors the financial reporting process, (c) it monitors the effectiveness of the internal audit systems, (d) it monitors
the mandatory audit of the annual and consolidated financial statements, (e) it reviews and monitors the
independence of the certified auditors or the auditing companies, (f) it is responsible for the selection of certified
auditors or auditing companies, (g) its responsibility is to select independent evaluators to evaluate the Internal Audit
System, monitor their work and inform both the Board of Directors and the competent supervisory body.
The Audit Committee has a regulation of operation, which defines, inter alia, its role, the process to fulfil it, and the
way to convene and hold its meetings. The regulation of Operation of the Audit Committee is posted on the
Company’s website Regulation of Operation of the Audit Committee Gr. Sarantis S.A.
Regulation of the Operation of
the Audit Committee Gr. Sarantis S.A.
The Committee met during the financial year a total of 21 times, 17 independently and 4 of its members participated
in meetings of the Board of Directors. The members of the previous Audit Committee participated in 19 of the 21
meetings. In the aforementioned table, the participation rates of its members are presented. A detailed description
of the Committee's work is presented in its annual report included in the Annual General Meeting and posted on the
company website. The topics that occupied her in brief are as follows:
Regarding the obligation to
supervise the external audit and the financial reporting process
, the Audit Committee,
among others:
Received the timeline for the preparation of the financial information from the management as well as for the
significant judgments, assumptions and estimates in the preparation of the financial statements. It examined the
independence of the Certified Public Accountants and found that they do not receive fees from the Company and its
subsidiaries for non-audit services. During the meetings with the certified public accountant of Gr. Sarantis ABEE, he
was informed about the annual mandatory audit program, carried out an evaluation of the program and made sure
that the most important audit fields have been included in it, in relation to the main business and financial risks of
the Group.
Considered the materiality level chosen by the CPA as well as the sampling methodology used. He received the
supplementary report with the results of the mandatory audit and informed the Board of Directors accordingly. He
was informed about the consolidation process of the Group's financial statements. He examined, before their
46
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
approval by the Board of Directors, the financial statements (corporate and consolidated) and taking into account the
content of the supplementary report of the Statutory Auditor, he positively evaluated their completeness and
consistency and informed the Board of Directors.
With reference to the supervision of the
internal audit, regulatory compliance and risk management unit
, the Audit
Committee, among others:
Evaluated the adequacy and effectiveness of the Internal Control System, taking into account the content of the
Internal Control Unit's audit reports. Assess the adequacy and effectiveness of the Risk Management System. Assess
the adequacy and effectiveness of the Regulatory Compliance System. He was informed about the risk assessment
methodology and the process of developing the control plan.
He was informed about the risk assessment
methodology and the control plan development process. He was informed about the structure of the organization’s
internal control system and confirmed the application of the three-line model of the "IIA", while at the same time he
was informed about the application of the "IPPF" international internal control standards of the "IIA" by the Internal
Control Unit.
He was informed about the application of the Group's Code of Conduct and the Report and Complaint Management
Policy. Evaluated advisory support proposals from consulting firms to the Regulatory Compliance and Risk Assessment
and Management Units. It approved the annual audit program of the Internal Audit Unit, evaluating its formation
process. He confirmed that the 2023 annual audit program was drawn up based on the main risks (financial
information, operational, regulatory compliance, financial) faced by the Group's companies. Monitored the
implementation of the annual audit plan and evaluated the effectiveness of the Internal Audit Unit, through the
quarterly reports of the Head of the Unit. Monitored the progress and effectiveness of the audit work, evaluating,
through the quarterly reports, the findings identified, the corrective actions agreed to deal with the findings as well
as the course of their implementation. He was informed about the training plan of the Internal Audit Unit executives.
He was informed about the progress of the evaluation of the internal control system. Learned about compliance
control issues related to personal data protection issues as well as the company's assurance system.
Regarding the
Sustainable Development Policy
, the Audit Committee received the Sustainable Development Policy
approved by the Board of Directors. It ascertained the structure of the Policy and the commitments of the
organization. It ascertained that the business practices adopted by the organization are designed in order to add value
both in the short-term and in the long-term, thus maximizing the positive effects, such as creation of employment,
improvement of consumers’ health and well-being, by minimizing the negative effects, such as greenhouse gas
emissions or the use of plastics.
The
Sustainable Development Policy
of the organization is based on:
-
The compliance with the applicable legislation
-
The contribution in the Sustainable Development Goals of the United Nations
-
The Precautionary Principle, as formulated by the UN pursuant to the Principle 15 of ‘The Rio Declaration on
Environment and Development (Precautionary Principle or approach - Principle 15 of ‘The Rio Declaration on
Environment and Development).
-
The principle of materiality, as defined by the GRI Standards, through which the Group is committed to
prioritizing, at least every two years, the most significant financial, social and environmental effects it
generates
-
The Principles of the United Nations Global Compact
The Sustainable Development Policy covers the following financial, social and environmental aspects of the
Organization’s effects, which result from the compliance with the Principles of the Policy and which are reviewed at
least on a two-year basis, in the context of the analysis of the materiality of sustainable development issues of Sarantis
Group:
(i)
Sustainable production and consumption:
-
Safeguarding of the quality of the products and the safety of the consumers
-
Responsible marketing and product environmental/social labelling
-
Safeguarding of the sustainable and circular supply of raw and packaging materials
-
Minimization of packaging and adoption of circular practices in the waste management
-
Improvement of energy efficiency, use of renewable resources and reduction of greenhouse gas emissions in
the production and distribution.
-
Investment in Research and Development for innovative and sustainable products
-
Assessment of the suppliers for environmental and social effects
-
Improvement of the efficiency of water usage, waste process and the circularity in the production
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
-
Support of the responsible consumption and the sustainable lifestyle
(ii)
Responsible governance
-
Safeguarding of strong financial performance
-
Safeguarding of corporate governance, regulatory compliance and business ethics
(iii)
Empowered employees
-
Creation of employment and investment in employees’ training
-
Safeguarding of all employees’ health, safety and well-being
-
Provision of equal opportunities, safeguarding of diversity and respect of Human Rights
(iv)
Thriving Communities
-
As an active part of the society in which it operates, the Group effectively supports the needs of local
communities and implements relevant initiatives. The impact of the Group on the local and broader community
is understood in depth and expressed through financial contributions, brand-based donations and many other
initiatives aiming to increase the positive financial, social and environmental effects towards all stakeholders.
The company prepares, as it should, a non-financial statement in which it incorporates a reference to the ESG material
issues, and which it includes in the management report. Moreover, it prepares a Sustainable Development Report
based on the GRI Standards.
(b3) Nominations & Remuneration Committee:
(Regulation of Operation, par
.
2.2.3.3)
The Committee has three members, consisting of non-executive and independent, by majority, members of the Board
of Directors.
On 20.12.2023, a new Nominations and Remuneration Committee was appointed, which was set up as follows:
Maria Ioanna G. Politopoulou President (Independent Non-Executive Member)
Konstantinos P. Rozakea Member, (Vice-President, non-Executive Member)
Angeliki D. Samara Member, (Independent Non-Executive Member)
The previous Nominations and Remuneration Committee consisted of:
Dimitrios Reppas, Chairman (Vice Chairman - Independent Non-Executive Member)
Nikolaos Nomikos, Member, (Independent Non-Executive Member)
Christos Oikonomou Member, (Independent Non-Executive Member), who was replaced on 30.06.2023 by Mrs. Irini
Nikiforaki, Independent Non-Executive Member.
The Regulation of Operation of the Nominations & Remuneration Committee is posted on the corporate website:
Regulation of Operation of the Nominations & Remuneration Committee of Gr. Sarantis S.A.
The Committee, within the framework of its competences, supervises the application of the Suitability Policy which
is posted on the corporate website:
Suitability Policy of BoD Members of Gr. Sarantis S.A
.
Pursuant to it, the members of the Board of Directors are judged whether they are suitable or not both individually
and collectively in the bodies they participate. In particular, each member of the Board of Directors is judged based
on the adequacy of his/her knowledge and skills, and the appropriate
character requirements, is evaluated on the
basis of the
Policy of Conflict of Interest
to ensure the independence of judgement, elements such as impartial
attitude and mentality, elements of strength, ability to document and formulate correct questions, ability to
constructive criticism and resistance to group-thinking phenomena are also examined, as well as the sufficiency of
time. Regarding the collective suitability, the Board of Directors is examined as the body which should have the ability
to examine issues related to the business activity and the related risks, issues of strategic planning, understanding
and supervision of financial reports, understanding of regulatory and legislative issues, corporate governance issues,
identification and management of risks, application of safe, reliable and effective technological solutions, and issues
related to the Diversity Policy.
The Committee met within the 2023 financial year ten times in which there was a quorum. All meetings were
convened by the previous Nominations and Remuneration Committee.
With regard to its obligations regarding nominations, suitability, independence and conflict of interest issues, the
Committee proceeds:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
i.
the fulfillment of the conditions of independence of the non-executive – independent members of the Board
of Directors where he verified the compliance of the independent members with them
ii.
the suitability of the Board of Directors and its Committees as bodies as well as the individual suitability of
its members based on the Suitability Policy
iii.
of declarations of non-conflict of interest, based on the policy of preventing and dealing with situations of
conflict of interest of the members of the Board of Directors
The results of these works were communicated to the Board of Directors and the auditors (BDO).
The Committee also made a recommendation for the re-election of members of the Audit Committee, a
recommendation for a new member of the Audit Committee as well as a new executive member of the Board of
Directors, a meeting to replace a resigned member and an evaluation and recommendation for the election of new
Members of the Board of Directors, the Audit Committee and the Nominations and Remuneration Committee in the
context of reorganization.
In relation to its obligations regarding remuneration issues, the Committee proceeded:
i.
In the examination and recommendation for the remuneration report of the previous year to the Board of
Directors.
ii.
In examining and proposing changes to the Remuneration Policy.
iii.
In reviewing and recommending the objectives and initial beneficiaries of the long-term incentive plan.
The Remuneration Policy is posted on the corporate website:
Renumeration Policy of Sarantis S.A
.
The Remuneration Report for the year 1.1-31.12.2023 is made available to the Remuneration and Nominations
Committee and is expected to be available on the company website within May 2024 on the company website which
you can access from the following link:
The following table presents the shares held by the members of the Board of Directors and the Executives as at
31.12.2023:
Full Name
Capacity
Shares
Grigorios P. Sarantis
Executive Chairman
13.640.422
Kyriakos
P. Sarantis
Chief Executive Officer
,
Executive member
17.239.972
Konstantinos Rozakeas
Vice-chairman, non-
executive member
-
Ioannis K. Bouras
Deputy CEO,
Executive
member
-
Christos Varsos
CFO,
Executive member
-
Evangelos Siarlis
CHRO,
Executive member
-
Michail Imellos
Independent non-
executive member
-
Irene M. Nikiforaki
Independent non-
executive member
-
Marianna Politopoulou
Independent non-
executive member
-
Angeliki Samara
Independent non-
executive member
-
Dimitrios P. Reppas
Independent Vice-Chairman
-
Aikaterini P. Saranti
Non-
executive member
7.378.671
Konstantinos F. Stamatiou
Legal Counsel
2.000
Christos I. Oikonomou
Independent member
-
Nikolaos P. Nomikos
Independent member
-
Krzysztof Kaminski
General Manager
Sarantis Czech
Republic
100
It is reminded that:
1.
Mr. Ioannis Bouras was appointed Deputy CEO at the 12.06.2023 meeting of the Board of Directors.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
2. Messrs. Konstantinos Stamatiou and Christos Oikonomou were members of the Board of Directors. until 30.06.2023. Mr. Konstantinos
Stamatiou remains the company's Legal Advisor.
3.
Mr. Christos Varsos was elected a member of the Board of Directors on 30.06./2023.
4. Mrs. Aikaterini Sarantis and Mr. Dimitrios Reppas and Mr. Nikolaos Nomikos were members of the Board of Directors. until 20.12.2023.
5. Mrs. Marianna Politopoulou, Mr. Michalis Imellos and Mrs. Angeliki Samara were elected members of the Board of Directors. on
20.12.2023.
6. Mrs. Aikaterini Saranti and Messrs. Grigorios Sarantis and Kyriakos Sarantis hold the above number of shares by direct and indirect
ownership.
The organization has a
Diversity Policy
, the criteria of which are included in the Suitability Policy. The
Diversity Policy
and
the Code of Ethics
, which is posted on the corporate website:
Code of Ethics of Gr. Sarantis S.A,
set the specific
principles as the foundation of the business model of the Organization. The commitments of the adequate
representation per gender at least 25% on the total number of the members, and the non-exclusion due to the
discrimination in terms of gender, race, color, ethnic or social origin, religion or beliefs, property, birth, disability, age
or sexual orientation are included in these principles. The current Board of Directors consists of 10 members
and the
representation of women in it amounts to 30%.
The following table presents a summary of data regarding the gender, the age and the education of the highest, higher
and middle management level of the Group.
Levels
Positions
Gender
Education
Age
31/12/2023
% Female
% Male
% Third Level
% Higher
(BSc)
% Highest
(MSc)
From
To
Average
Highest
BOARD OF
DIRECTORS
30,00%
70,00%
20,00%
80,00%
41
70
55
Higher
DIRECTORS &
GM’s
28,57%
71,43%
34,29%
65,71%
35
64
49
Middle
MANAGERS
50,34%
49,66%
6,71%
40,94%
52,35%
30
61
45
2.12.4
Internal Control System and risk management:
Internal Control System
The Group's Internal Control System is defined by the set of procedures, methods and mechanisms, for the
implementation of which the Board of Directors, the management executives and, in general, all Group personnel are
responsible for their corresponding responsibilities, designed to provide a desirable level of assurance regarding the
achievement of the following objectives:
-
The effectiveness and efficiency of various operations (business cycles)
-
The credibility of the reports
-
The compliance with the law and rules in effect
The internal audit system of the Organization includes the total internal audit mechanisms and procedures, Policies,
Regulations and Codes, including risk management, internal audit and regulatory compliance, which continuously
covers all its activities and contributes to its safe and effective operation. The Organization applies the three lines
model of internal audit of the Institute of Internal Auditors (the IIA) as updated in July 2020.
The Main Roles
in this model are the following:
I.Regarding the management body (Board of Directors and Management Committee)
-
It accepts accountability to the stakeholders for the supervision of the organization
-
It cooperates with stakeholders, monitors their interests and transparently communicates issues regarding
the achievement of the goals
-
It develops a culture that promotes moral behavior and responsibility
-
It creates structures and procedures of governance, including auxiliary committees, as appropriate
-
It assigns responsibility and provides resources to the management in order to achieve the goals of the
organization
-
It determines the tolerance against risks and supervises the risk management
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
-
It maintains the supervision of the compliance with the legal, regulatory and ethics framework
-
It creates and monitors an independent, objective and capable internal audit operation
II.Regarding the Management
First-line roles
(Sales, Production, Warehouse, Stock Distribution-Management, etc.):
-
They lead and direct actions (including the management of risks identified during the implementation of the
task) and provide resources in order to achieve the goals of the organization
-
They maintain open communication with the management body and report planned, actual and expected
results related to the goals of the organization and the estimated risks
-
They create and maintain suitable structures and procedures (regulatory tools) for the management of
operations and risks (including audit valves).
-
They ensure the compliance with the legal, regulatory and ethics framework
Second-line roles
(Control, planning and assurance units, for example: Business Control, Credit Control, Quality
Control, IT Security, Data Protection, Supply Chain Optimization unit, Factory Planning, Group Planning, Supply 46
Planning, Group Procurement Financial Analyst, HR Organizational Development department, Group Product
Development departments, etc):
-
They provide supplementary expertise, support, monitoring and evaluation related to the management of
risks, including:
o
the development, implementation and continuous improvement of the risks management, the practices
(including internal audit valves), at the procedure level, and systems, at business cycles level
o
the achievement of goals, the management of risks, such as: the best possible effectiveness and efficiency of
the organization, the compliance with the laws, regulations, the Code of Ethics, the internal audit, the safety
of the corporate information and the integrity of the IT systems, the sustainability and quality assurance
-
They provide analysis and reports regarding the adequacy and efficiency of the risks management (including
the security valves of the internal audit system).
III.Internal audit
-
It has the primary responsibility towards the management body and independence from the responsibilities
of the management
-
It provides independent and objective assurance and advice to the management and the managers regarding
the adequacy and effectiveness of the governance and the risk management (including the applied internal audit
systems) to support the achievement of the organizational goals and to promote and support continuous
improvement
-
It reports effects (weakening) on the independence and objectivity to the management body and applies
assurance methods, as appropriate.
IV.External assurance providers
-
They provide additional assurance so that:
o
the legislative and regulatory expectations for the protection of the interests of the stakeholders are met
o
the requests of the management and the management body regarding the additional assurance of the
internal assurance systems of the organization are fulfilled
Relations between main roles
Between the management body and the management team (first and second line roles)
The management body set the direction of the organization by defining the vision, the mission, the values and the
tolerance of the organization against risks. Afterwards, it transfers to the management team the responsibility to
achieve the goals of the organization and provides the necessary resources. The management body receives reports
from the management team containing the planned, actual and expected results, as well as reports regarding risks
and their management.
Between the management team (first and second line roles) and the internal audit unit
The independence of the Internal Audit Unit from the management team ensures the performance of its work without
obstacles, both during the planning and the performance of the work, by providing unlimited access to people,
resources and information that the work requires. The Unit is accountable to the management body. However,
independence does not entail isolation. There should be regular interaction between the Internal Audit Unit and the
management team to ensure that the work of the internal audit is relevant and in line with the strategies and the
operational needs of the organization. Through all its activities, the internal audit builds its knowledge and
51
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
understanding for the organization and, through the provision of advice, contributes in the improvement of the
organization management systems. There is a need for cooperation and communication with both the first and
second line roles of the management teams and the Internal Audit Unit to ensure that there are not unnecessary
repetitions, overlaps or gaps.
Between the Internal Audit Unit and the management body
The Internal Audit Unit reports to the management body. The independence of the Internal Audit Capability shall be
ensured through the Audit Committee.
-
The Audit Committee appoints the Chief of the Internal Audit
-
The Audit Committee supervises the Internal Audit Unit and has the operational report of the Chief of Internal
Audit
-
The Audit Committee approves the internal audit plan and the resources to implement it
-
The Audit Committee ensures the access of the Chief of the Internal Audit to the management body through
personal meetings without the presence of the chiefs of the management team.
Among all Roles
The management body, the management team and the Internal Audit Unit have distinct authorities; however, all
operations should be in line with the goals of the organization. The basis for their successful coherence is the
regular and effective coordination, cooperation and communication.
Key Components of the Internal Audit System
−
Audit Environmen
t, which is a set of structures, policies, regulations, procedures etc. that provide the basis
of an effective Internal Audit System;
−
Audit Mechanisms & Safety Valves,
refer to mechanisms, either integrated in the IT system, or/and
procedures, regulations, etc., regulatory tools that are included in the regulatory compliance framework of
the organization and are applied daily in operations to handle all types of work. As an example, we mention
safety valves related to issues of conflict of interest, separation of duties, access rights related to the
governance and security of IT systems, etc;
−
Information and Communication
regarding the review of the entire financial and non-financial reporting
process, including reports of the audit mechanisms, as well as the review of the procedures & channels of
the Company’s internal and external communication;
−
Monitoring of the Internal Audit System
, regarding the review of the Company’s structures and mechanisms
which are responsible for continuously assessing the data of the Internal Audit System and the reporting of
findings to be corrected or improved. The operation of the Audit Committee, the Internal Audit Unit and the
Regulatory Compliance and Risk Assessment Unit is reviewed by independent evaluator;
−
The Audit Committee
is responsible for monitoring the work of the independent evaluator, who is called
upon at regular time periods to provide information on the course of his/her work, as well as any risks (delays,
etc.) in order to be solved. The Audit Committee cooperates with the Internal Audit, Risk Management and
Regulatory Compliance Unit as well as with other organizational units of the Company for the seamless and
timely implementation of the work. The Company, through its Audit Committee, submits without delay to
the Hellenic Capital Market Commission, and in any case within three (3) months from the reference date of
the Evaluation Report, the summary of the Report and, if required, the whole of it.
Internal Audit:
As part of the system, the Organization has an Internal Audit Unit which operates pursuant to the
regulation.
Regulatory Compliance:
As part of the Internal Control System, the Organization has a Regulatory Compliance Unit
which operates pursuant to the regulation and is responsible for:
−
The control, supervision and assurance of the Company's compliance with the institutional and supervisory
framework to which it is subject.
−
To address the consequences of possible non-compliance with the applicable legal and regulatory
framework, internal regulations, policies and procedures relevant to the Unit's responsibilities.
−
To support the Board of Directors and its committees in carrying out their work and overseeing the Internal
Audit and Corporate Governance System
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Information Report System of the Group (Speak-up Policy):
In the context of the Internal Audit System, the Company
prioritizes its operation within a framework governed by the maximum level of ethics and professional conduct. In
this framework, it has established a Report and Complaints Management Policy. The Policy determines the principles
and the operation of the procedure adopted by the Company in order to receive, process and investigate anonymous
and/or identified reports and complaints regarding unethical conduct, irregularities, omissions or other unlawful
activities.
Risk Assessment and Management:
As part of the Internal Audit System, the Organization has a Risk Assessment &
Management Unit which operates pursuant to the regulation and is responsible for:
−
The development of the risk assessment and risk management framework
−
The development of the methodology for the identification and assessment of risks (risk assessment), the
Company's risk response procedures and the risk monitoring procedures
−
The development and maintenance of the risk register
−
The recommendation of risk limits by type of risk.
−
Participation in the mechanism for dealing with extraordinary risks or crises (Crisis Management).
The framework, the risk assessment and management methodology and the identified risks can be found in chapter
2.4 of this report.
The Company has introduced an
Internal Control System (ICS) Assessment Policy
, the subject of which is the
adequacy of the internal control system, which includes all internal control mechanisms and procedures, including
risk management, internal control and regulatory compliance, covering on an ongoing basis every activity of the
Company and the most important subsidiaries and contributes to their safe and efficient operation. The evaluation
of the ICS is part of the overall evaluation of the Company's corporate governance system, in accordance with
paragraph 1 of article 4 of Law 4706/2020. The scope of the evaluation includes all the organizational units of the
Company and its significant subsidiaries, as determined by the Board of Directors and referred to in the Operating
Regulations. The evaluation of the internal control system includes the overview of the Control Environment, Risk
Management, Control Mechanisms (Safeguards), Information and Communication System and monitoring methods.
Periodic Evaluation of the Internal Control System (ICS).
The Company, in accordance with the decision 1/891/30.09.2020 of the Capital Market Commission and the
specializations of article 14 (par. 3 and 4) of Law 4706/2020 as they apply, as well as the Internal Control System
Evaluation Policy, proceeded in the process of evaluating auditing companies with the purpose of assigning the task
of evaluating the ICS. Based on this, the Board of Directors commissioned "BDO Certified Auditors S.A." (BDO) the
work of evaluating the Internal Control System (ICS) with a reference date of 31.12.2022.
BDO has confirmed its independence in accordance with the Code of Conduct for Professional Auditors of the Board
of International Standards of Conduct for Auditors as incorporated into Greek Legislation, as well as the requirements
of EU Regulation 537/2014 and Law 4449/2017.
Mrs. K. Kalogeropoulou, Certified Auditor Accountant with AM/SOEL 36121, was appointed as the Independent
Assessor.
BDO carried out the evaluation work based on Law 4706/2020 and the specializations of Article 14 (par. 3 and 4), of
Decision 1/891/30.09.2020 of the EC Board of Directors and in accordance with the International Standard of
Assurance Work 3000.
The purpose of the project was to evaluate the adequacy and effectiveness of the Company's ICS and its significant
subsidiaries with a reference date of 31.12.2022.
The evaluators collected appropriate and sufficient evidence in order to form an opinion which is included in the
Evaluation Report of 24.3.2023. Their opinion is summarized as follows:
"Based on our work, as well as the evidence obtained, regarding the assessment of the adequacy and effectiveness of
the ICS of the Company and its significant subsidiaries, with a reference date of December 31, 2022, nothing has come
to our attention that could be considered as a material weakness of the Company's ICS and its significant subsidiaries,
in accordance with the Regulatory Framework.".
Description of deviations from the special practices of the Hellenic Corporate Governance Code and justification.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
•
Special Practice 1.17. At the beginning of each calendar year, the Board of Directors adopts
a calendar of
meetings
and an annual action plan, which is revised according to the developments and needs of the
company, in order to ensure the correct, complete and timely fulfilment of its tasks, as well as the
examination of all matters on which it takes decisions.
The above special practice was not followed for all the meetings during the year 2022, as the cases of the meetings
whose period was predictable were the regular quarterly updates of the Internal Audit Officer, the updates of the
Regulatory Compliance Officer and the invitation of the Regular General Assembly.
•
Special Practice 2.4.14. The contracts of the executive members of the Board of Directors provide that the
Board of Directors may require the refund of
all or part of the bonus awarded
, due to breach of contractual
terms or incorrect financial statements of previous fiscal years or generally based on incorrect financial data,
used for the calculation of this bonus.
The above special practice is not followed.
2.13
NON-FINANCIAL STATEMENT
The current non-financial statement has been prepared in accordance with a. 151 of Law 4548/2018 and it provides
information on the Company's policies and performance in relation to environmental, social and labor issues, respect
for human rights, anti-corruption and anti-bribery issues. It also takes into consideration the GRI standards and the
ATHEX ESG reporting guidelines. Additional and more elaborative information on these issues, will also be available
in Sarantis Group 2023 Sustainability Report, which is currently being prepared in accordance with the 2021 Global
Reporting Initiative Standards, and will be available within 2024.
Short
description of the business model
Headquartered in Athens and boasting a history of over 60 years, Sarantis Group, is a multinational consumer
products company, having dominant presence in Eastern Europe through own subsidiaries and strong export activity
worldwide. Throughout our history, we have been offering high quality consumer products that people trust in their
everyday lives, always taking into consideration consumers’ needs and our socio-environmental impact. From Beauty
& Skin Care, Personal Care, Home Care, as well as Strategic Partners, we offer a wide range of products with high
brand awareness.
The Group’s companies are located in 13 countries within Europe, organized in 8 business units – Greece (including
Portugal and selected international markets), Poland, Romania, Bulgaria, West Balkans, Czech Republic & Slovakia,
Ukraine, Hungary, while at the same time, the Group maintains a powerful distribution network that exports to more
than 50 countries through direct exports in Europe, Asia, Africa and Oceania. The Group’s purpose is to uplift the
mood of consumers, with beautiful simplicity that makes everyday life better, by being always nearby, working closely
with our stakeholders to create value sustainably.
The history of the Group defines its identity today. Our values are the moral compass which characterize the long-
term success of the Group and define its credibility. Sustainable development is at the heart of its commitment, giving
meaning to the Group's existence, as its goal has always been, through its operations, to create a positive impact on
people's daily lives.
People are the center of the Group's work, they are the ones who make the strategic objectives a reality with their
passion, professionalism and dedication, contributing to the achievement of the Group's vision. The strength of the
brands and their efficient organization are the pillars of our philosophy and those that strengthen the close
cooperation with all the interested parties of the Group, in the common goal of creating value. We embrace the local
communities in which we operate and empower them through initiatives that help build a better today while caring
for tomorrow.
The Group follows and invests on a clear strategy that is shaped throughout its successful history and creates
sustainable profitable growth and value for all stakeholders, (Shareholders, Customers, Consumers, Employees,
Suppliers and Partners, Business Community, Society – Communities, Banks & Financial Institutions, State Authorities,
Regulatory Authorities), within a highly competitive and dynamic international business environment.
The Group’s strategic priorities are focused on further growing our business in Central and Eastern Europe (CEE) as
well as in the Commonwealth of Independent States (CIS) territory, reaching and impacting more consumers with
everyday aspirational product propositions through our sustainable business practices and ethics.
The business model that supports and ensures the implementation of the Group's strategic objectives is as follows:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Focus on maintaining dynamic sales growth both on an organic basis and through acquisitions, combined
with new strategic international brand distribution agreements, as well as the geographical expansion of the
Group.
Focus on cost optimization, economies of scale and the exploitation of synergies.
Efficient liquidity management.
Reinvestment of net cash flows to further enhance the operation and financing of development projects.
In fulfilling the Group’s mission, we are guided by our values. Our core values are: Excellence, Trust, Humbleness,
Ownership, Sustainability. They are the foundation of our business model and, together with our solid financial
performance, create the basis of our successful future development. Our values define how we do business with our
colleagues, partners, customers and consumers, while giving purpose to our daily work life.
“We are a Team with ETHOS”
“Ethos” comes from the Greek word “
Ήθος
” and shows a set of beliefs and ideas about the social behavior and
relationships of a person or a group. ETHOS inspires constantly our moral culture. It’s the path we have chosen to
follow faithfully all these years.
Excellence
: We strive for continuous improvement. We are restless to deliver our best, providing top quality solutions
at every opportunity. We strengthen teamwork by encouraging each team member to respond productively to daily
work challenges.
We deeply believe in a progressive and efficient mindset that empowers people and enables them
to unleash their full potential.
Trust:
We are reliable partners
.
We build relationships that are in the interests of all involved. We always act and
communicate with integrity and transparency. We follow through our promises and we deliver on them.
Humbleness
: We dare to review our actions against the language of pride. We are willing to learn from each other
and from failures as well as successes. We are confident and proud of our heritage, but we never assume that we are
at the top of the game.
Ownership:
We have owner’s mentality. We think, decide and act like each of us owns the business. We understand
that everything happens with a collective effort and we thus treat each other with respect and empathy. We lead
with drive, passion and commitment to achieve success.
Sustainability:
We care today for tomorrow. We conduct our business in a socially responsible and ethical manner
providing long lasting value to our stakeholders. We respect diversity, human rights and the communities where we
operate in.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Sustainable Development Strategy
1
We recognize that our operations have direct and indirect economic, social and environmental impacts on our
stakeholders, including consumers, employees, investors, customers, partners and local communities in which we
operate around the world.
We fully understand the importance of our contribution to sustainable development, we are committed to
responsible management of these impacts throughout our value chain, from the production of the raw materials we
procure to the use and disposal of our products by consumers.
For us, responding to the economic, social and environmental needs and expectations of our stakeholders, but also
contributing to addressing the respective challenges of the wider society, especially on issues related to our sector, is
not only a moral obligation but also a business incentive, as we seek to maintain the optimum balance of our economic
performance with responsible environmental and social practices.
Our business practices are designed to create value both in the short and long term, maximizing positive effects, such
as creating employment and improving the health and well-being of consumers and minimizing negative impacts,
such as greenhouse gas emissions or the use of plastic. The Group’s sustainable development strategy takes into
account our stakeholders, all those who are affected by us and who affect us, in all countries of activity.
In this direction and given the evolving level of sustainability disclosure requirements, Sarantis Group started in 2023
to carry out an assessment of its maturity for the preparation and submission of sustainability reports in accordance
with the European Sustainability Reporting Standards.
The following table includes our identified main stakeholder categories, their issues of interest, as well as the basic
engagement types and their frequency
2
.
Materiality Analysis
3
The Company, adopting the methodology of the new GRI 2021 standards, has proceeded in 2022 to identify, evaluate
and prioritize the impacts that its activity creates or may create on the environment, people, including their human
rights, and the economy. The materiality analysis process, which is conducted approximately every two years, plays
a key role in shaping the Group's strategic priorities and in identifying the risks and opportunities that arise. The
materiality analysis followed the following stages:
1.
Understanding the context of business operation
Overview of the business model and the external environment:
Understanding the business model and business relationships through document review and available related
material.
1
ATHEX C-G4
2
ATHEX C-S1
3
ATHEX C-G3
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Understanding of the sustainable development framework through the overview of sustainable development
industry standards (e.g. GRI, SASB, etc.), industry studies and industry criteria of ESG rating agencies (e.g. MSCI, Fitch
Ratings, etc.).
Stakeholder mapping:
Identification of the main stakeholder groups affected by GR. SARANTIS SA business activities.
2.
Identification of impacts
Identification and recognition of positive and negative (actual and potential) impacts on the environment, people,
including human rights and the economy, as they arise from the GR SARANTIS SA operation and business
relationships, while they were highlighted as significant by sectoral sustainable development standards, sectoral
criteria of assessment bodies and peer organizations.
3.
Impact assessment
Conducting sustainable development survey:
Evaluation of the positive and negative, actual and potential impacts on the environment, people and the economy,
with the participation of stakeholders, taking into account the following evaluation criteria:
For the positive effects (actual and potential):
•
the size (scale),
•
the scope and
•
the likelihood of them occurring (likelihood), in the case of positive potential effects
For negative effects (existing and potential):
•
the size (scale),
•
the scope
•
the possibility of repair/severity (irremediable character) and
•
the possibility of their occurrence (likelihood), in the case of negative potential effects
4.
Hierarchy of impacts
Mapping impacts to sustainable development issues
Review of the survey results, ranking of impacts in order of importance and clustering of impacts in sustainable
development topics, and
Definition of materiality threshold
Determination of the materiality threshold based on which the material topics of sustainable development were
characterized.
Validation of the list of material topics by the Group’s top management.
More information on the Materiality Analysis will be available in the Group's Sustainability Report (2023).
The analysis of economic, social and environmental impacts identified four key ESG pillars and defined the following
key themes for sustainable development:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
I.
Principal non-financial risks and their management
Risk Management System
Risk Assessment and Management is part of the Internal Audit System (paragraph 2.12.4). The Group has a Risk
Assessment & Management Unit that operates according to regulations.
The methodology on which the risk assessment of the year is based takes into account both the risks of the operating
environment and those due to endogenous operating factors. The evaluation process involves the following steps:
-
Risk identification
-
Description of the possible effect on the operation since its occurrence
-
Assessment of the possibility of the risk
-
Assessment of the possible impact on the operation
-
Determining the Group’s level of tolerance for the specific risk
-
Management actions to address the risk (based on the main approaches of avoidance, acceptance, mitigation
and transfer). The Executive Management Committee is the committee responsible for managing business risks.
Depending on the nature, impact and likelihood of the risks arising, relevant decisions are made, based on cost-benefit
estimates.
The Board of Directors, with the support of the executive Management Committee, reviews the business risks at
regular intervals (at least annually) and adjusts the corporate strategy and the Internal Audit System accordingly.
The main risks faced by the Group are reported in the report of the Board of Directors addressed to the General
Shareholders Meeting and in more detail in the Annual Financial Statements. The description of the main risks
identified by the management is presented in Chapter 2.4 of the Annual Financial Report.
In addition to the financial risks described in the Annual Financial Report, the Group takes into consideration
environmental (i.e. exposure to waste management and packaging material regulations, carbon footprint of our
supply chain and potential implications, environmental impacts of the raw materials used in our products, etc.) and
social (i.e. recalls, supply and sourcing risks, compliance with responsible marketing practices, etc.) risks that need to
be managed. Environmental and social risks can have financial, legal and reputational impacts that threaten the
Group’s operations. As the Group operates in a sector that is heavily depended on raw materials and their extraction
processes as well as the effects of products to our consumers, managing these risks is an integral part of our
management procedure.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The Management has compiled and uses, as a general framework of rules and operations for the Group, the Internal
Regulation of Operations, the Corporate Governance Code and the Code of Business Conduct. The Internal Regulation
of Operations and the Code of Business Conduct are posted in the corporate website:
II.
Environmental Policies
The Group’s commitment to safeguarding the environment is expressed through its environmental policy that
incorporates the protection of the environment and halting climate change in the company strategy and culture.
Reaching a difficult crossroad regarding the planet’s environmental challenges, it is crystal clear that our planet is at
stake. We take steps to conserve natural resources by mitigating the Group’s environmental footprint to contribute
to change. This is a pivotal part of our responsibility towards the world and the environment.
In the area of production, adopting sustainable development practices is a key component of our strategy within the
supply chain. The efficient use of energy and natural resources, the use of renewable energy resources, the mitigation
of waste production and their rational management, the manufacturing of more environmentally friendly products
have been and still remain our commitments vis-à-vis the environmental challenges.
As far as responsible consumption is concerned, we are committed in promoting a more sustainable way of life to our
consumers by supporting an ecological perspective in the usage of our products, while embracing recycling,
responsible use of our products with respect to the environment, proper waste segregation and reusage of their
packaging.
Ensuring product quality and consumer safety
Product quality and safety is one of the Group’s top priorities as we strive to the highest level of quality and safety
criteria during our production processes, following all relevant local and European regulations. Quality is the
foundation behind our product development process and is the factor that builds trust with consumers and drives
strong brand awareness and performance. There is a continuous flow of new innovative ideas and techniques
presenting an improved environmental and social footprint, having quality as a guiding principle.
Our focus is to provide the best possible ingredients, formulation, and performance in all Group’s products. From
careful sourcing to impeccable packaging, every step in the production process is carefully preselected, embracing
quality as our pivotal commitment all along our operational journey.
The Group is constantly keeping abreast with the developments mainly in the European Union but also worldwide,
by following the positions and attitudes of opinion delivery organizations (IFRA, SCCS, etc.) or collective bodies (Polish
Association of Cosmetic and Detergent Industry, Romanian Union of Cosmetics and Detergents Manufacturers etc.).
The aim is to be in full and immediate compliance with the legal framework regarding products in the countries where
the Group operates. The Group is able to respond to consumers' concerns and questions, offering documented
information over the phone or in writing.
Moreover, the Group has implemented a vendor management process, in order to assess its suppliers through quality
and social compliance criteria, further ensuring quality to the final product it produces.
Our commitments regarding product quality and consumer safety are:
-
Further improving our brands’ sustainable footprint across their lifecycle.
-
Maintaining the highest level of quality and safety criteria during our production processes, following all
relevant local and European regulations.
Additionally, we are following strict internal quality control and quality assurance procedures in all our productions
plants (Ergopack, Polipak, Poland, Oinofyta). These procedures are an integral part of the Group’s approach towards
Quality. That way we are able to mitigate the impacts of any possible faulty product reaching the consumer as all
finished products are checked thoroughly, while we monitor closely the whole production process aiming for
excellence.
Our products go through rigorous safety and quality gateways throughout design and manufacturing. This makes sure
they consistently meet our safety and quality standards. We also spend a lot of time making information and labelling
simple and accessible in every language needed. We set out to create and improve products based on what our
consumers tell us. This is how we make sure our products exceed consumers’ expectations but also remain safe.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
If a product that doesn’t meet our criteria reaches our customers, the respective recall/withdrawal processes within
the Group are well structured. Such processes and procedures are followed in Greece, Ukraine, Romania, and Poland.
Moreover, at the same facilities, once a year a simulated trial recall is carried out to check the effectiveness of our
employees’ actions under such conditions/cases.
We also follow a “Monthly Quality Report” (MQR) process for each of the Group's production facilities. This Quality
Report is edited on a monthly basis and follows a common international format that boosts interoperability among
countries with production facilities (Greece, Poland and Ukraine) within the Group.
The MQR concerns the following Quality indicators per month:
- Consumer complaints (statistically processed).
- Withdrawals and Recalls, as well as recall exercises.
- Indicators related to Quality in production, such as: Right First Time, Final Release, Rejected & Reworked
Products, Internal Audit Findings, classified as critical, major, minor etc.
- Indicators related to the Quality of Suppliers based on the number of non-conformities, the percentages of
rejected materials, the number of supplier inspections etc.).
In addition, the Group's Quality department provides the local commercial teams in Greece, Poland, Ukraine,
Romania, Serbia, Czech Republic and Slovakia with the corresponding Quality indicators for each country, through the
Monthly Quality Report for each Business Unit (MQR@eachOU). MQR@eachOU consists of the following four pillars,
which are accompanied by the corresponding Quality Indicators per country:
- Consumer satisfaction
- Risk Management
- Sustainability
- Improving the culture of the organization (on quality issues)
A wide round of investments in Systems for Environmental Management and Occupational Health & Safety
Management was completed within 2023, underlining our commitment to offer high quality products, while adopting
socially responsible practices and environmentally friendly methods, while highlighting our transition from the
traditional Quality Management System to an Integrated Management System (IMS) through the implementation of
a SHEQ approach (Safety & Health / Environment / Quality).
In particular, the Group is certified according to the international standards ISO 45001:2018 (Occupational Health &
Safety Management) and ISO 14001: 2015 (Environmental Management), in all its production units in Greece, Poland
and Ukraine.
These investments are part of the wider strategy followed by the Group in the context of upgrading its operation and
modernizing its production with the aim of increasing efficiency and optimizing costs, focusing at the same time on a
more environmentally and energy efficient operation having the safety, health and wellness of its employees as a key
priority.
With the aim to maintain the highest level of quality and safety throughout our processes behind our brands, we are
certified to the following international standards:
International Standard
Company Name and Certified
Business Units
Certification Scope
FSSC 22000 v5.1
Food
Safety
System
Certification (Food Packaging
Manufacturing)
GR. SARANTIS SA
Production (winding) & packaging of aluminium foil,
cling-films and repacking of one-use plastic food
packaging products.
ISO 9001: 2015
Quality
Management
Systems - Requirements
GR. SARANTIS SA
Production and packaging of aluminum foil, plastic
films, plastic food containers for multiple uses and
related food packaging products and household –
garbage bags for household and industrial use.
ISO 22716: 2007
Cosmetics
-
Good
Manufacturing
Practices
(GMP) - Guidelines on Good
Manufacturing Practices
GR. SARANTIS SA
Production and packaging of sun care products, hair
care products, skin care products, perfumery alcohol-
containing products and depilatory products.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
ISO 9001: 2015
Quality
Management
Systems - Requirements
GR. SARANTIS SA (Health & Care
Division)
•
Trade and distribution of food supplements &
medical
devices for self-
care, diagnostics, general purpose
sanitary disposables, nasal spray and products for oral
use.
ISO 13485: 2016
Medical devices - Quality
Management
Systems
-
Requirements for Regulatory
purposes
GR. SARANTIS SA (Health & Care
Division)
Trade and distribution of medical devices for self-care,
diagnostics, general purpose sanitary disposables, nasal
spray and products for oral use.
ISO 50001: 2018
Energy
Management
Systems
–
Requirements
with Guidance for Use
GR. SARANTIS SA
•
Production and packaging of household products
•
Production and packaging of cosmetics
•
Trade
and
storage
of
household
products,
food
supplements, cosmetics and health & care products
ISO 14001: 2015
Environmental Management
Systems
–
Requirements
with Guidance for Use
GR. SARANTIS SA
•
Production and packaging of household products
•
Production and packaging of cosmetics
•
Trade
and
storage
of
household
products,
food
supplements, cosmetics and health & care products
ISO 45001: 2018
Occupational Health & Safety
Management
Systems
–
Requirements with Guidance
for Use
GR. SARANTIS SA
•
Production and packaging of household products
•
Production and packaging of cosmetics
•
Trade
and
storage
of
household
products,
food
supplements, cosmetics and health & care products
Verification
Statement
of
the
Company’s
Carbon
Footprint Report
[Category I
& II]
GR. SARANTIS SA
•
Production of cosmetics
ISO 9001: 2015
Quality
Management
Systems - Requirements
SARANTIS ROMANIA SA
Import and distribution of cosmetics and home care
products.
ISO 13485: 2016
Medical devices - Quality
Management
Systems
-
Requirements for Regulatory
purposes
SARANTIS ROMANIA SA
Import and distribution of medical devices - Mouth rinse
device for prevention and/or treatment of tooth
sensitivity and foot skin care products.
Storage and distribution of products.
Labeling and repackaging of products
BRC
Consumer
Products
(Personal
Care
and
Household)
SARANTIS POLSKA SA
Rewinding and packing of aluminum foil, LDPE and PVC
film for food, baking paper, breakfast paper; packing of
baking sleeves and freezer bags; packing of ice bags.
All
products are packed into plastic foil, plastic bags or paper
boxes.
ISO 14001: 2015
Environmental Management
Systems
–
Requirements
with Guidance for Use
SARANTIS POLSKA SA
Manufacture of products intended for food contact made
of aluminum foil, paper, or plastic foil.
Sales of products of own production and other products
intended for food contact, cosmetics, household
chemicals, cleaning products, personal hygiene
accessories.
ISO 45001: 2018
Occupational Health & Safety
Management
Systems
–
Requirements with Guidance
for Use
SARANTIS POLSKA SA
Manufacture of products intended for food contact made
of aluminum foil, paper, or plastic foil.
Sales of products of own production and other products
intended for food contact, cosmetics, household
chemicals, cleaning products, personal hygiene
accessories.
BRC
Consumer
Products
(Personal
Care
and
Household)
POLIPAK Sp. z o.o. POLAND
Manufacturing (extrusion, printing, cutting, welding) of
garbage bags, specialist bags, bags in contact with food
made of plastics (HDPE, LDPE, LLDPE, MDPE) packed in
plastic film and paper wrap / box.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
ISO 9001: 2015
Quality
Management
Systems - Requirements
POLIPAK Sp. z o.o. POLAND
Designing, Production and Sales of Foil Packaging
ISO 14001: 2015
Environmental Management
Systems
–
Requirements
with Guidance for Use
POLIPAK Sp. z o.o. POLAND
Designing, Production and Sales of Foil Packaging
ISO 45001: 2018
Occupational Health & Safety
Management
Systems
–
Requirements with Guidance
for Use
POLIPAK Sp. z o.o. POLAND
Designing, Production and Sales of Foil Packaging
Blue Angel Ecolabel
POLIPAK Sp. z o.o. POLAND
•
Garbage bags
ISO 9001: 2015
Quality
Management
Systems - Requirements
SARANTIS HUNGARY Kft
Distributing of Household Product families, Household
Cleaning Products and Cosmetic Products
ISO 9001: 2015
Quality
Management
Systems - Requirements
ERGOPACK LLC UKRAINE
Development, Manufacture and Supply of Household
Disposable Goods
ISO 14001: 2015
Environmental Management
Systems
–
Requirements
with Guidance for Use
ERGOPACK LLC UKRAINE
Development, Manufacture and Supply of Household
Disposable Goods
ISO 45001: 2018
Occupational Health & Safety
Management
Systems
–
Requirements with Guidance
for Use
ERGOPACK LLC UKRAINE
Development, Manufacture and Supply of Household
Disposable Goods
Investing in R&D for innovative and sustainable products
The Group demonstrates its commitment to a constantly evolving research and development philosophy by investing
behind specialized R&D departments in its production facilities based in Greece, Poland and Ukraine. The Group is
actively searching and investing in new production processes that will allow the increase of ingredients sourced from
sustainable sources and adapt our formulas to have an improved environmental footprint (i.e. increase the
percentage of natural ingredients, vegan friendly formulas, eco-balanced UV filters). Sarantis Group engages in
meaningful cooperation initiatives with reputable Academic Institutions in Europe which allows for independent
product testing. Through these initiatives, we gain significant communications channels to knowledge centers
through cooperation with well-known scientists. The products we develop in this way play an essential role in our
ambition to have a positive impact on our field of expertise.
Our goal through these collaborations is the expansion of our knowledge base and the improvement of our
formulations. Our R&D teams regularly attend international congresses, as well as professional exhibitions. Through
our active memberships in major scientific European cosmetic organizations, we are always able to be informed about
breakthroughs, new Global Trends and current concepts.
The result of this effort is a continuous flow of new product development initiatives across our strategic portfolios of
personal care and home care solutions products that satisfy sustainability criteria.
More specifically, the following progress was made in the
Home Care Solutions
category:
"Green Life" Garbage bags
line using 90% - 100% of recycled plastic & FSC paper label packaging. The line
supports brands such as Fino and Jan Niezbędny from 2020 until today.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
“Flex” garbage bags
that derive from 100% of recycled plastic, enhancing a more environmentally friendly
profile, while the line has a FSC paper label packaging, removing plastic packaging bags. The specific line is
supported by our brands Sanitas, Fino and Jan Niezbędny.
Moreover, the Group is examining to
reduce the thickness
of its plastic bags.
We have already reduced the thickness of the packaging of our food bags in Greece and we are working
behind
further reduction in the plastic
used through further redesign of the products as they are expected
to enter the Greek market in the second quarter of 2024.
An extensive
Materials of concern
list is monitored behind the Home Care Solutions category too, going
beyond regulation. Indicatively, we are working proactively behind the following projects:
Removing or replacing PVC materials with other, more environmentally friendly
materials, from the packaging of Home Care Solutions products.
Lilial free perfumes in Home Care Solutions chemical products.
Concerning the wet wipes, replacing the polyester non-woven cloth with 100%
viscose that is biodegradable and FSC certified.
The investment behind
Polipak’s new production facility and new R&D laboratory
has been completed
within 2022 leads to the production of increasingly environmentally friendly products and increased energy
efficiency by implementing automated production processes. Our continuous R&D investments in Polipak
resulted in the introduction of innovative products, holding our patented TriplePak foil. These new garbage
bags are characterized by high durability, better functionality & aesthetics, cost efficiency and better
ecological profile (higher percentage of recycled raw materials).
Polipak
has been awarded for its environmentally responsible practices, with the German
Blue Angel
ecolabel
. More specifically, Polipak, was distinguished for the high level of recycled plastic used in its
products. Specifically, the Blue Angel ecolabel confirms Polipak’s capability to produce garbage bags that
include at least 80% of recycled plastic, through production methods that limit the environmental pollutants.
In the
Beauty & Skin Care
, as well as in the
Personal Care
category, the following are noted:
clinéa
, the new clean beauty brand developed by the Group and launched in March 2023, has a holistic
approach for skincare. The clean formula concept is based on a commitment to offer natural, safe and
effective products. The portfolio includes various series – cleansing, moisturizing, anti – aging and serums
that are formulated with a combination of natural ingredients and high performance active ingredients.
Overall, the innovation pillars of the brand are focused on providing consumers with natural, safe and
effective products that help to restore the skin’s balance and provide it with the nutrients it need, while
also being mindful of the environment. This means that all products are free of parabens, cyclic silicones,
harsh sulfates, phthalates, mineral and essential oils, suspect chemical filters, PEGs, animal testing,
ethanolamines and fragrance allergens. The exclusive 4 balance boosters complex is a combination of
natural active ingredients that help to restore the skin’s balance and provide it with the nutrients it needs.
All raw materials have been sourced under a strict evaluation, to meet the sustainability development
goals, the United Nations Department of Economic and Social Affairs (UNDESA). In addition, the sustainable
packaging is made from recycled materials and the moisturizing pods are 100% recyclable.
Within 2023, the launch of the new
Bioten HYDRO X·CELL
face care series was carried out based on
compositions with a percentage of ingredients of natural origin of more than 90% that replenish the
hydration of the skin hydration and protect the epidermal barrier and recyclable packaging.
INDULONA
, the market leader in hand creams in the Czech Republic and Slovakia is moving into a new era
with packaging in hand creams that uses 7.7% less plastic, reaching an annual estimated saving of 1.88 tons
of plastic. In addition, two (2) new codes were integrated into INDULONA's portfolio with a composition of
93% natural ingredients, Vegan friendly and a tube made of 60% recycled plastic.
We follow our internal policy for materials used in personal care products which goes above and beyond
regulation
(Materials of Concern)
and actively participating on lobbying regarding personal and beauty
products (Polish Association of Cosmetic and Detergent Industry, Romanian Union of Cosmetics and
Detergents Manufacturers).
It is a standard part of our production process to ask for
information for all raw materials and certificates
,
including RSPO, GMO free, Allergens, Vegan, CMR, Gluten free, Palm oil presence, Animal testing declaration,
SVHC statement, REACH, biodegradability, Dioxines statement, Natural content, etc.
Other ongoing R&D projects
relate to:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Substituting chemical ingredients with those which are naturally sourced. or with components that have
an even safer toxicological profile.
Further development behind reformulations for our suncare products, aiming to include more
sustainable (biodegradable and natural derived) ingredients, always within the context of ensuring skin
protection combined with the protection of the marine ecosystem.
Working proactively to launch new APDEO formulas without MOC materials and especially
Cyclopentasiloxane.
Following the skin care category, we are working pro-actively towards free from microplastic ingredients
and reduce the likelihood of 1,4 dioxane.
Overall, the Group is committed to applying the most updated technologies for safety and environmental protection,
strictly following all relevant local and European regulations. We are also set on increasing the use of recycled
packaging materials (plastic, glass, paper) as well as recyclable and reusable packaging materials. Furthermore, the
Group is continuously examining ways to increase the level of ingredients that are sustainably sourced, increase the
percentage of natural ingredients and adapt our formulas to have an improved environmental footprint.
Safeguarding sustainable and circular sourcing of raw and packaging materials
Internal communication and collaboration between departments in Sarantis Group is what enables us to constantly
improve our performance statistics. The Procurement department is continuously examining ways, in collaboration
with our internal R&D department, to reduce the amount of materials we use, while simultaneously increasing the
use of recycled packaging materials (plastic, glass, paper) and increase the packaging materials that are recyclable,
reusable or compostable.
We are working towards making our packaging have a wider life span, by using more recycled plastic as opposed to
the use of virgin materials. We are working intensively towards innovating with recycled plastic (PCR) and with
reusable packages that may help to reduce our total environmental footprint across our strategic product categories.
Throughout our operations, we choose to closely collaborate with top suppliers that have a proven ESG orientation,
for the procurement of sustainably sourced materials. Collaborating with expert partners that actively support new
trends and sustainable materials innovation is inspiring us and drives our ambitions towards a sustainable future.
As mentioned above, it is a standard part of our production process to ask for information for all raw materials and
certificates. This supports the management, evaluation and risk assessment of suppliers (finished products/ raw &
packaging materials) in terms of Quality, Health & Safety, Environmental and Social Compliance.
The Group is actively searching and investing in new production processes that will allow the increase of ingredients
sourced from sustainable sources and adapt our formulas to have an improved environmental footprint (i.e. increase
the percentage of natural ingredients, vegan friendly formulas, eco-balanced UV filters).
In the
Beauty & Skin Care
, as well as in the
Personal Care
category, the following are noted:
The new clean beauty brand,
clinéa
, is a unique formula concept, combining high performing active
ingredients and powerful natural elements, an innovative 4 Balance Boosters Complex, safeguarding the four
pillars of skin balance and a sustainable packaging of recyclable materials & refillable jars with replacement
capsules.
Indulona Caring
Liquid Soaps contain in their formula 97% *
4
biodegradable ingredients.
Orzene’s
products contain high percentage of biodegradable ingredients and specifically its Shampoo: 80%
& its Conditioners/ Masks: 60% biodegradable ingredients.
Luksja
products contain a high percentage of natural ingredients, their formulas are vegan and readily
biodegradable, in the categories of bar soaps, liquid soaps, refills, shower gels and bath foams.
Noxzema
products, especially shower gels, contain 95% of biodegradable ingredients in the shower gels
formulations.
Moreover, fully
recyclable
tissue masks for the face, with
100% recyclable packaging and 100%
biodegradable
tissue fabric are already available from 2022.
Within our
Home Care Solutions
category, we are committed to reduce virgin plastic and source recyclable plastic
from waste and re-granulate it to produce a recycled product range. This process involves reusing plastic deriving
from post-consumer and post-industrial waste, to be used in the garbage bags’ production process. In particular,
4
Theoretical calculation of readily biodegradable substances according to OECD 301
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
the Group's subsidiary, Ergopack, within 2023 significantly reduced the use of virgin plastic granules by recycling
them and achieved to use approximately 100% of recycled materials in the production of large plastic bags.
A few initiatives towards sustainable and circular sourcing of raw and packaging materials include the following:
“Green life”
garbage bags are produced by 100% recycled plastic and its paper label packaging is FSC
certified. The line supports brands such as Fino and Jan Niezbędny from 2020 until today.
“Flex”
garbage bags are produced by 100% recycled plastic, enhancing a more environmentally friendly
profile at product level. The line also features FSC certified paper label packaging, removing the plastic
package. The specific line will be supported by our brands Sanitas, Fino and Jan Niezb
ę
dny.
We also work on additional projects, including the following:
Gradual replacement of boxes and carton boxes from to FSC/PEFC.
Higher participation of recycled materials plastic packaging films and recycled paper in
packaging in the Food Packaging Category.
Replacement of plastic parts contained in the products with more environmentally friendly
solutions (e.g. replacement of the plastic cutting edge used in aluminum & paper-cutting
adhesive film).
Concerning the wet wipes, replacing the polyester non-woven cloth with 100% viscose that
is biodegradable and FSC certified.
Review of the packaging size across categories (downsizing where applicable) for packaging
waste reduction (e.g. paper cores/boxes etc)
An extensive Materials of concern list is monitored behind the Home Care Solutions
category too, going beyond regulation. Indicatively, we are working proactively on the
following projects: Removing or replacing PVC from the packaging of Home Care products,
Lilial free perfumes in Home Care Solutions chemical products, reassessing of carton design
(boxing/product layout) with the aim of optimal palletizing in order to reduce storage and
transport requirements, thus reduce environmental impact.
Minimizing packaging and adopting circular economy waste practices
The Group is continuously examining ways to increase the use of recycled packaging materials (plastic, glass, paper)
and the packaging materials that are recyclable or reusable. We focus on projects that will allow us to mitigate our
impacts deriving from plastic packaging components. Across our strategic categories, efforts are made in order to
further increase the percentage of recycled plastic in their packaging and reduce the plastic used in packaging.
Indicatively in
Beauty &
Skin Care
and in
Personal Care
category:
The packaging of
clinéa
, the Group's new refillable clean beauty brand, as mentioned above, is designed from
recycled and recyclable materials, while the jars are refillable. Once, the product from the refillable jars is
finished, the only remaining item to purchase is the capsule. This way, every time, we save 87% of the
packaging. As a result, the recyclable materials and refillable jars make it easier to reduce the product's
environmental impact.
As the glass production is a highly energy-intensive production process, we evaluated and sought a PET
solution for the premium
Carroten Oil
range, switching to a friendlier and more recyclable material, PET
Bottle containers. This action resulted in us reducing our glass usage by 80 tons.
Noxzema Men Roll-on DEO
products were redesigned reducing the plastic components to 3 from 4, thus
leading to a reduction in plastic use by 30%.
STR8's new deo spray
products were redesigned resulting to a reduction in plastic used by 48% versus its
previous packaging.
Within 2022,
C-Thru EDT
products' cap was changed from Surlyne, a non-recyclable acrylic plastic, to a
recyclable PP material.
Within 2022, a new
Bioten
body care product range was launched (Bioten skin nutries) which consists of a
bottle made of 100% recyclable PET, as well as a jar with a lid made of 100% recyclable PP and fully recyclable
packaging.
Luksja DOY
packs were relaunched in 2022 and contain 68%-85% less plastic versus the primary product
packaging per ml.
By redesigning the packaging of
Elode
perfume, using FSC-certified paper and automatic refilling in our
production lines, a further 8 tons of paper reduction was achieved.
Within 2022, the company introduced
fully recyclable tissue
masks
to the market.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
In the
Home Care Solutions
category:
As mentioned above, we have launched the "
Green Life
" line of waste bags which uses 100% recycled plastic
and FSC certified paper primary and secondary packaging.
In the context of circular economy, the
garbage bag production factory in Ukraine
has a vertical integration
plastic recycling process for the production of recycled plastic film from consumer and post-production
waste, allowing us to produce garbage bags that use high participation of recycled plastic.
We have already
reduced the thickness of the packaging of our food bags
in Greece and we are working
for further reduction in the plastic used through further redesign of the products, while the Group’s
garbage bags made the transition to an FSC-paper wrap packaging, removing the plastic package.
Additionally, the Group is examining
to reduce the thickness
of its plastic bags
AVA products
contain 18% less plastic in their packaging, reducing the use of plastic material by around 70
tons per year. At the same time, paper labels are being considered to replace plastics, adding recycled
material to the bottle and new refill packaging to reduce the amount of discarded plastic.
We developed
new formulas
in the solid blocking agent category in the
Tuboflo brand
, achieving up to 40%
reduction of chemicals released into the environment during product use, while maintaining their
effectiveness.
We are also examining the gradual replacement of boxes and carton boxes from non-FSC to
FSC-certified
paper
.
Moreover, we consider replacing the plastic parts contained in the products with more environmentally
friendly solutions (e.g. replacement of the plastic cutting edge used in aluminum & paper-cutting adhesive
film), as well as the packaging size across categories (downsizing where applicable) for packaging waste
reduction (e.g. paper cores/boxes etc).
In any case, the acquisition of Stella Pack, which was completed in January 2024, will significantly contribute to the
Group’s circular economy practices and the production of more sustainable products, as it owns a waste separation
line and produces recycled plastic granule fully covering its production needs.
Furthermore, we implement a strict and precise paper separation procedure in our production facilities in Poland that
results in a reduction of mixed paper waste generated in our Pruszkow facility. We basically separate silicon coated
paper from other types of paper as part of improving our recycling waste management.
Moreover, through our “Vendor Management” process, we focus on working with partners who adopt circular
economy waste practices and have standardized recycling processes. Particularly in Greece, our financial
contributions to the Hellenic Recycling Recovery Company (EEAA) support the effort to improve the country's
recycling infrastructure. The total amount of the company's financial contributions from the beginning of the
cooperation with EEAA to date is considered to have financed the purchase of 6,234 blue bins or 11 recycling vehicles.
Improving energy efficiency, use of renewable sources and reduction of GHG emissions in production and
distribution
The Group’s commitment to safeguarding the environment is expressed through its environmental policy that is
incorporated in the Group’s Code of Conduct. As the policy states, environmental topics, such as the protection and
conservation of the natural environment, as well as halting climate change are incorporated in the Group’s strategy
and culture. The efficient use of energy and renewable energy resources in its production processes have an intrinsic
role in achieving the goals that are set and honoring our commitments regarding the environmental challenges we
are facing.
Within 2021, the Group proceeded to the first phase of the installation of
photovoltaics in our production site at
Oinofyta in Greece
, while its connection and operation started in June of 2022. The power of the installed
photovoltaic system is 1 MW and the energy produced for the year 2023 was 1,300 Mwh, covering almost 47% of the
plant's energy needs. At the same time, within the first quarter of 2024, the second photovoltaic system, with a
capacity of 0.9 MW, will be activated. With its activation, the total production of the photovoltaic is estimated to
reach 2,400 Mwh, covering about 85% of the factory’s energy needs.
As of 2023, the installation of the
photovoltaic system in the headquarters building
(Amarousiou Chalandriou 26)
has been completed, with a total power of 47.5 KWp, with an annual estimated production capacity of 69.69 MWh,
estimated to cover approximately 20% of the annual electricity consumption, based on study based on the building's
consumption data. The connection to the DEDDIE network was made in January 2024. In the
new building
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
(Amarousiou Chalandriou 28), three separate photovoltaic systems have been installed, with a total power of 33.5
KWp, with an annual estimated production capacity of 48.82 MWh.
Moreover, we are proceeding with the implementation of
photovoltaics in Polipak’s production facilities
covering
part of the plant’s needs. The production of renewable energy will actively contribute to the reduction of the Group’s
carbon footprint in the future and will serve the increased energy needs of the plant, setting the base for a more
sustainable production. Furthermore, our production facility in
Ukraine
uses
biofuel
(sunflower husk) to cover part
of its production needs, therefore reducing the natural gas consumption.
The Group sustains the
Energy Management System ISO 50001
in its headquarters and production sites located in
Greece. The certification scope covers production and packaging of household products and cosmetics, as well as
trade and distribution of household products, cosmetics and health & care products. The system contributes to
further improvement of energy performance, by reducing energy use and thus reducing greenhouse gas emissions.
Within 2022 further investments were made in environmental management systems across the Group’s production
facilities, in an effort to establish an Integrated Management System approach across the Group that is based on
Quality, Environmental, Health & Safety criteria (
SQEQ)
. In particular, the Group received a certification according to
the international standard
ISO 45001:2018
Occupational Health & Safety Management at its three production
facilities in Greece and Poland, as well as
ISO 14001: 2015
certification for Environmental Management at its two
production facilities in Poland, while in June 2023, it obtained the corresponding certification in Greece. The Group
follows an Integrated Management System approach at its production plant in Ukraine too, implementing Standards
on Quality Management, Environmental Management and Occupational Health & Safety Management.
In addition, we are geared to apply the principles of bioclimatic design by constructing our new logistics center
facilities in Oinofyta based on the
LEED
(Leadership in Energy and Environmental Design) protocol. We invest in the
sustainability and optimization of the energy efficiency of our facilities by incorporating recyclable materials, installing
technologically advanced energy saving systems and implementing "green" strategies for resource and waste
management that ensure enhanced living conditions for our employees, while improving the environmental footprint
of our buildings. We operate with respect for the environment and society and create multiple value for our people,
our shareholders, our partners, society and the Greek economy as a whole.
In terms of energy efficiency in our production facility in Poland, we have upgraded our
lighting system
with LED
lamps in the warehouse and production area and implemented intelligent light system in social areas (movement
detectors) in order to reduce energy consumption. Moreover, within the production area, we proceeded to the
upgrade of air compressors and the heating system policy, that allowed us to reduce energy consumption.
Furthermore, in Poland, our rented facility owner buys energy externally from renewable sources by 100%.
Finally, across the Group we continue our efforts towards
pallet optimization
which will allow us to further increase
the number of pallets loaded on the distribution trucks, mitigating our environmental impact from transportation.
The Group has totally altered diesel consumption in its facilities with natural gas, a fuel that is more efficient and at
the same time produces less GHG emissions.
These investments are part of the wider strategy followed by the Group in the context of upgrading its operation and
modernizing its production with the aim of increasing efficiency and optimizing costs, focusing at the same time on a
more environmentally and energy efficient operation having the safety, health and wellness of its employees as a key
priority.
III.
Social and labor policies
Building community relations and responding to societal needs
Sarantis Group's Sustainable Development strategy focuses on the balance between financial success and responsible
environmental and social practices, focusing on
four pillars
of action,
Sustainable Production
and
Consumption
,
Thriving Communities
,
Empowered Workers
and
Responsible Governance
. Sustainable development is the central
core of the Group's business model, guiding its daily business activity. Deeply recognizing our responsibility to future
generations, we are committed to playing an important role in social, environmental and ethical change. Through
various charitable initiatives towards vulnerable groups and non-profit organizations, Sarantis Group supports values
that are consistent with its business ethics and social responsibility. In addition, it focuses on recruiting employees
from local communities to support the local economy.
The Group's commitment to social responsibility builds bridges and empowers the community for a better future.
Social contribution has been an integral part of the Group's philosophy since its inception, placing great emphasis on
its positive impact.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Sarantis Group incorporates the concept of sustainability in every aspect of its operations. Its commitment to
sustainability is not only a corporate principle, but also a guiding principle that shapes its choices and strategy in order
to contribute to a better quality of life for the community and the environment. The Group constantly considers
opportunities to contribute to society and support vulnerable groups through planned actions and donations, while
at the same time taking responsibility to assess and manage the environmental and social impacts of its products
throughout their life cycle.
Assessing our progress this year, we recorded donations distributed in
9 countries (Greece, Poland, Romania,
Ukraine, Bulgaria, Czech Republic, Bosnia and Herzegovina, Serbia and Portugal)
. More than
€1.8 million
was
allocated by the Group to contribute to the pillar of sustainable development, thriving communities, supporting those
who need it most.
The areas where we focus the most are:
Providing relief against natural disaster & humanitarian crisis
Supporting & raising awareness towards environmental protection
Supporting vulnerable population groups and encouraging diversity, equal opportunities & Inclusion
Supporting & raising awareness on Health & Safety
Providing relief against natural disaster & humanitarian crisis
Sarantis Group stands next to those who are really in need and constantly responds to emergency situations
whenever they arise. In this context, the Group has demonstrated in practice from the first moment its solidarity and
care to the families and citizens from the catastrophic floods of Thessaly, Greece. Sarantis proceeded to donate basic
items, amounting to
20,680 Euros
allocated to Humanity Greece with the aim of further supporting those affected.
In this effort, the contribution coming from the people within Sarantis Group was particularly important, since all
employees responded immediately and, with a strong sense of solidarity, collected essential items to be sent to
Humanity Greece, the voluntary organization that gives a voice to those who cannot be heard.
Supporting & raising awareness towards environmental protection
Sarantis Group, dedicated to the protection of the planet, recognizes the importance of maintaining the natural
balance and diversity of life on Earth. It is committed to sustainable methods, packaging reduction, the adoption of
circular economy practices, as well as a commitment to responsible and circular sourcing of raw materials and
packaging. In addition, it actively supports conservation efforts and initiatives aimed at protecting endangered species
and their natural environments. It is our duty to leave a better world for future generations and we will continue to
do our part in preserving our planet's biodiversity. Specifically, the Group:
faithful to its strategy, intensified its efforts towards sustainable development and reaffirmed once again its
dedication to innovation and commitment to high quality products. The Group unveils its new clean beauty
brand,
clinéa
– a revolutionary combination of natural and science-backed ingredients. Fully in line with the
Group’s culture and values,
clinéa
transcends nature and science
, setting new standards for sustainable
beauty and creating innovative solutions. By choosing only the best elements of both, Sarantis Group created
the new refillable clean, pharmacy skincare brand that is effective, safe and respects the environment.
With
SANITAS
and in collaboration with major supermarket chains, they offer their support to the cause of
Save Your Hood movement. Raising awareness and adopting sustainable development practices and
fundamental elements of the Group’s strategy which aims for long term strategic partnerships. The message
“Everything can be better” constitutes both a promise and the brand’s purpose simultaneously. With a
common purpose that represents people, communities and our planet. Thus, we unite our forces with
selected supermarket chains, where for every purchase of SANITAS garbage bags, 0.02€ will be donated to
the Save Your Hood movement to support its cause.
With
SANITAS
and in collaboration with
AB Vassilopoulos
, joined forces and carried out the first joint
volunteer cleanup action at Veikou Grove in Galatsi, an area they will systematically care for through
collective efforts, which the substantial contribution of the nationwide volunteer movement Save Your Hood.
The park cleanup was carried out with the participation of over 50 employees from the two companies as
well as volunteers who joined in embracing this initiative. Participants were provided with SANITAS FLEX &
STRONG garbage bags made of 100% recycled plastic and the remaining equipment was used to start
collecting the waste. With the moto “Everything can be done better”, which also represents the brand’s
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
commitment, volunteers cleaned the entire park area, removing approximately 6,900 liters of waste, of
which 2,200 liters were directed for recycling, while 4,700 liters were disposed of in the green bins.
Through the brands Vidal,
STR8
,
Noxzema
,
Bioten
,
Batiste
,
Wash
& GO
,
Carroten
,
TessoriSofteners
,
SANITAS
,
AVA
,
Teza
,
Pyrox
&
Afroso
and the super market
Masoutis
joined their for forces in a Corporate
Social Responsibility initiative with an “eco – friendly stamp”. The initiative involved the cleaning of the port
and coastline of Nea Moudiana, Chalkidiki by divers and volunteers from the organization
Aegean Rebreath
Greece
. Fifty individuals showed their active support in this action, 35 from the organizing companies Sarantis
and Masoutis as well as
15 members of Aegean Rebreath
. The result was the collection of large quantities
of marine debris, such us plastic bottles, aluminum cans, car tires, fishing nets ect. Leaving the sea and
coastline clean. With the message of the action being “lend a helping hand” they encouraged the public to
participate in similar activities, contributing in their own way to environmental protection.
With
SANITAS
they demonstrate their commitment to environmental protection by organizing the first
voluntary collective cleanup action with their employees, supporting the purpose of Save Your Hood
movement. As part of World Environment Day, a special event was held on Thursday, June 1st , with the
participation of
over 150 employees
, for the clean-up of the Former Merchant Marine Hospital and the wider
area.
Through its subsidiary in
Bulgaria
and
FINO
one of the Group’s most beloved household product brands,
participated in the
11th edition
of the country’s largest volunteer action titled “
Let’s clean Bulgaria
together
”. Thanks to the expanded scope and coordinated cleaning efforts, natural parks, cultural – historical
monuments, makeshift landfills and contaminated areas were cleaned and restored. This year’s campaign
aimed at personal responsibility and contribution to caring for the cleanliness of the planet, the future and
children’s education. Additionally, the Group provided products to the Sofia Mountain Club for the planting
to oak trees near Sofia. Moreover, through the donation of gloves and garbage bags, the Group participated
in the NGO “Caps for the Future” for the collection of plastic bottle caps, with the funds raised used by the
NGO to purchase ambulances for infants.
Through its subsidiary in
Czech
Republic
, it sponsored a seminar on the use of
environmentally friendly
sunscreen and recycling
. The program included educational materials featuring
Astrid Sun products
.
Samples of innovative products for children, such as Astrid Sun kids mini milk SPF 50 and Astrid kids lip balm,
were provided, along with coloring sheets featuring educational exercises related to Astrid Sun.
Through its subsidiary in
Poland
, it sponsored the company's 3rd cycling race in Wrocław and Warsaw. With
the central message "
Less waste
”, the event aimed to promote tree planting as well as "green" transportation
through the use of bicycles instead of cars.
actively participates with
FINO
by funding the association "
Trail Cleaner - Plogging org.
" in
Serbia
, which
involves waste collection while participants jog. Plogging is a mindset shift, and ploggers, proud litter
collectors, are actively doing something for the environment. Since the initiative began, over 3 million people
have participated in organized or individual plogging activities. Every day, approximately 20,000 people
participate in plogging in over 100 countries. Our collaboration started in 2021, and since then, we have been
actively involved by providing Tytan Flex/Tytan/Green gloves and waste bags from the FINO brand.
Through its subsidiary in
Czech Republic
and
FINO
, one of the Group's most beloved household product
brands, on the occasion of "
Family Day in Nature
," provided all participants with Tytan Flex waste bags to
minimize environmental pollution as much as possible on this day.
Through its subsidiary in
Romania
, it participated once again actively with
FINO
, one of the Group's most
beloved household product brands, in the initiative
"Let's do it Romania”
. World Cleanup Day attracted over
220,000 volunteers who collected approximately 230,000 kilograms of waste. As part of its Corporate Social
Responsibility, Sarantis Romania, through FINO, is proud to be among the companies supporting the
institution "Let's Do it Romania" by providing volunteers with 100% recycled plastic bags, thus participating
in environmentally friendly actions.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Through its subsidiary in
Romania
and
FINO
, they participated in the action organized by CAR Cluj with the
support of the CAR Cluj Branch, where with more than 150 volunteers, they managed to clean up the Cluj
area -
Tarnița Lake.
Through its subsidiary in
Portugal
and
Bioten
, it contributed to the noble cause of combating breast cancer
by sponsoring the women's race "
Corrida Sempre Mulher
" (Always Run Woman) in Portugal. At the event,
participants were given bags with souvenir gifts, including over 10,000 samples of the beloved Bioten
products, such as the Detox Face Cream with a high percentage of natural ingredients and the
Bioten Deo
Roll On.
Supporting vulnerable population groups and encouraging diversity, equal opportunities & Inclusion
Sarantis Group is strongly
committed to creating a society that is diverse
,
inclusive
and
equitable
in its approach to
social justice. We understand the importance of creating strong and safe communities around the world, especially
vulnerable population groups. To this end, we pledge our support through financial aid and product donations. We
believe it is essential to provide equal access to resources, opportunities and basic human rights to all individuals,
regardless of their race, gender or orientation. We will continue to strive for a more equitable and just society that
celebrates and honors diversity.
More specifically, our social contribution is shaped as:
In light of the evolving
Ukrainian crisis,
humanitarian aid was mobilized for the affected workers and to
support the philanthropy of the Ukrainian Army and other charitable organizations, provided through the
Ergopack Group subsidiary.
For the second consecutive year, Sarantis Group, through the campaign
"See the World in a Different Color,"
via beloved brands such as
Bioten
,
Noxzema
,
Orzene
,
Batiste
,
Vidal
,
B.U.,
Wash & Go
,
STR8
&
Tesori
D'Orient
, contributed through discounts on their products at Hondos Center stores to the work of the Fivi
Shelter for Abused Women. The shelter provides shelter, food, and support to abused women, helping them
both psychologically and in terms of skills, so that they can smoothly reintegrate into society.
Employees from all departments in Greece (Oinofyta, Central Offices, Distribution) collected plastic caps with
the
aim of supporting a young boy in purchasing a wheelchair
. This act serves as an inspiration for the
comprehensive and supportive contribution of the Group, as we seek to contribute in every way possible to
provide a member of our community with the opportunity to gain the mobility independence they deserve
and are entitled to.
Sarantis Group, faithful to its commitment to offer to both individuals and society, collaborated, this time,
with Paralympian athlete
Makis Kalaras
, shifting the conversation from the issue of accessibility to the power
of independence, supporting the organization
RUSH OUT
. Through the
Corporate Social Responsibility
Initiative
PassPantou – Skills for Wheels
, we supported the training of 10 of our fellow humans by funding
the entire program, which includes experiential education on daily self-care practices by Makis Kalaras and
his specialized team of collaborators. Additionally, through the purchase of Sarantis Group products, for a
specific period of time at My Market stores, consumers also contributed in their own way to the initiative, as
part of the proceeds will be allocated for the education of people with mobility disabilities for independent
daily living.
Through the
"Become a Hug Too"
campaign of the brands
Vidal
,
STR8
,
Noxzema
,
Bioten
,
Batiste
,
Wash &
Go,
Carroten
,
TessoriSofteners
,
SANITAS
,
AVA
,
Teza
,
Pyrox & Afroso
, the Group actively supports the work
of the NGO
"MERIMNA"
with a financial donation. In this way, we contribute to the Foundation's efforts to
provide psychological support to children who are facing the loss of their loved one, their father, and help
them adapt to life.
Sarantis Group
and
STR8
supported the work of the
Panathinaikos AmeA Association
for the 2022-2023
season. Sarantis Group and STR8 acknowledge the importance of this work and offer their support to
promote these values through sports. Panathinaikos AmeA is known for its dedication to promoting sports
among people with disabilities and the values of social participation and solidarity. Through this strategic
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
collaboration, Sarantis Group and STR8 aim to strengthen the efforts of the Association to promote social
inclusion and provide support to those in need.
For yet another year, the brands
Vidal
,
STR8
,
Noxzema
,
Bioten
,
Batiste
,
Wash & Go
,
Carroten
,
TessoriSofteners
,
SANITAS
,
AVA
,
Teza
,
Pyrox
&
Afroso
, through discounts at
GALAXIAS
supermarkets,
supported the mission of the
Hatzipaterio Foundation for Social Work
. The "Hatzipaterio" Center for Child
Rehabilitation & Support (C.C.R.S.P.) provides special education programs, speech therapy, occupational
therapy, physiotherapy for children up to 14 years old.
For the fourth consecutive year, the Group, in collaboration with AB Vasilopoulos, financially supported the
Intervention & Prevention Network
of
KETHEA
. Through the
"Live offline"
CSR initiative, the goal was to
effectively communicate to families the balance that should be maintained in the use of screens and
technological devices. The amount raised through discounts on products from Sarantis Group,
Vidal
,
Str8
,
Noxzema
,
Bioten
,
Orzene
,
Batiste
,
Wash&Go,
Carroten
,
Tesori
Softeners
,
SANITAS
,
Ava
,
Teza
,
Pyrox
&
Afroso
at AB VASILOPOULOS supermarkets covered material needs and supported the network's activities,
while also being allocated for funding educational seminars for beneficiaries/staff and broader recreational
activities.
Noxzema
supported the work of
Anima Care
for another year through financial sponsorship. ANIMA Care is
an online platform providing information and support for ANIMA on Mental Health issues. The organization
is non-profit, aiming to inform and educate, online or by phone, on all Mental Health issues based on the
organization's experience and study, encouraging all interested parties to develop their own opinion on the
life problems they face and their therapeutic process, ensuring that stakeholders understand that they have
choices and rights as well as obligations in the field of Mental Health, accompanying them in their therapeutic
process with all services provided free of charge.
Sarantis Group actively supported the organization
IASIS AMKE
and its social initiative at the CWS Festival in
Thessaloniki with the
STR8 brand
, aiming to contribute to the personal development of young people
through their interaction with each other and with society.
STR8
supported the athletic activity of athlete Prodromos Papadopoulos, who is a kickboxing champion,
through a monetary sponsorship.
Through the brands
Indulona
&
Astrid Sun
, the Group supported various Corporate Responsibility initiatives
in the Czech Republic and Slovakia. Among these, a roadshow was conducted in
15 kindergartens
in Prague
and Central Bohemia aiming to
educate children
on why, when, and how to wash their hands. Samples of
the liquid soap Indulona were distributed during this action. Additionally, a donation of sunscreen with a very
high protection factor SPF 50+ was made to support individuals with albinism in Zambia, for the blood donors
of the transfusion department, as well as products for charitable festivals and charity dinners. Finally, gifts
were offered to patients in the hospital during Christmas.
The Group's subsidiary in Poland,
Sarantis Poland
, sponsored the
"BLER SPORT"
awards, with the main
purpose of
raising awareness about sun protection
. A large crowd gathered on beaches and engaged in
interactive activities, spending creative time together.
In 2023, the Group's subsidiary in Bulgaria participated in the first day of school for
"children living without
their parents"
by donating
STR8
,
C-THRU
, and
B.U.
products during the Christmas period. Additionally,
essential items were donated to the Safe Accommodation Center for People with Disabilities in Razlog, the
Leda Mileva Center for Special Educational Support, the Sveti Ivan Rilski Children's Family Care Center, the
Pediatric Care Center in Pleven, the Community Support Center for Children and Parents in Haskovo, as well
as the Center for Children with Disabilities in Kardzhali and the Association for Children and Adolescents
without Parents in Bulgaria.
Through
Polipak
, the Group's subsidiary in Poland, financial support was provided to support an
orphanage
in
Szlachcin
and a
Health Center
in the
Środa Wlkp area
. Additionally, a scholarship was granted to the
Liceum Ogólnokształcące High School
,
Zespół Szkół Rolniczych
, to purchase equipment for school
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
laboratories and to provide scholarships to students. Finally, support was given to the national charitable
campaign Szlachetna Paczka with the donation of a washing machine and a heater.
In Romania,
FINO and other brands
of the Group provided hygiene products to the organization
Traieste cu
Bucurie
, such as gloves, wipes, cleansing gel, liquid soaps, and deodorants. Additionally, in Romania,
FINO
and
ELMIPLANT
provided hygiene products to
the Asociatia Traieste cu Bucurie Foundation
, including
gloves, wipes, cleansing gel, liquid soaps, and deodorants.
Supporting & raising awareness on Health & Safety
Sarantis Group is committed to promoting health and safety initiatives. We are dedicated to raising awareness and
educating our employees and the general public about the importance of taking steps related to health, safety and
well-being issues. Specifically, the Group:
participated in the symbolic race and walk
Greece Race for the Cure® 2023
, aiming to raise awareness and
inform about breast cancer in Greece. In October, the month dedicated to breast cancer awareness and
prevention, more than 100 employees of Sarantis Group gathered in the courtyard of Zappeion, joined forces,
formed a big embrace, and shared moments of optimism and hope, conveying the message that TOGETHER
we are stronger than breast cancer! Within the framework of this important sports and social contribution
event, Greece Race for the Cure® 2023 consistently and perennially proves that
"We are a Team with
ETHOS."
conducted its annual
Blood Donation Day
with the highest participation ever recorded. Over 70 employees
participated, both at the company's headquarters in Greece and at the Oinofyta facilities.
In Greece, Bio-Oil has a monthly subscription to participate in online seminars through their platform
"My
New Baby."
These seminars attract over 1,700 expectant mothers each month, during which trained
midwives provide advice on breastfeeding, proper baby bathing, diaper changing, and maternal care. As the
exclusive sponsor in the prevention and care of stretch marks, we participate in these seminars, where
midwives provide live advice on how to correctly use our product.
Through its subsidiary in
Bosnia and Herzegovina
, it provided
Bioten
products to women facing breast
cancer. With this initiative, we express our solidarity and provide support to those who are called to face this
difficult reality. This donation is part of Sarantis Group's commitment to social responsibility and supporting
those in need.
Employment Policies and Practices
At Sarantis Group, our people are at the heart of our activities, creating value every day and actively contributing to
the achievement of our long-term goals and vision. Our goal is to offer a safe, pleasant and modern working
environment by investing in the well-being and development of our employees both professionally and personally.
Recognizing the risk posed by the volatile external environment which could potentially lead to an increase in
employee mobility, the Group implements a comprehensive plan of policies and practices categorized under the
following pillars:
Organization and Culture
Talent management, Development and Acquisition
Performance and Reward
An integral part of the unique experience we want to offer our people stems from our culture and values, as they
guide any decision we make, with the ultimate goal of attracting, retaining and engaging talented employees. We are
a Group with ETHOS: Excellence, Trust, Humbleness, Ownership, Sustainability. Our values determine the way we
work with internal and external partners and how we offer "Great brands for everyday" to consumers. For this reason,
the integration of corporate values into the Group's culture was a priority, in order to establish a common code of
communication and behavior based on which we all want to operate. In order to enable our people to learn and
assimilate our values so that they gradually learn to live by them, we created an action plan for
2023
, which included
group interactive actions in all Group subsidiaries. The implementation plan was awarded by an external company
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
with a Gold & Platinum award in the Best Internal Communication Initiative category for the Diffusion and
Assimilation of corporate values: ETHOS, the way we do things!
Organization and Culture
The Group's goal is to create a strong corporate culture that forms the basis for harmonizing our common standards,
values, behaviors and practices. This shapes our corporate identity. Additionally, we recognize that a strong corporate
culture increases employee retention, engagement and performance while reducing mobility. Therefore, we aim to
ensure a positive working environment, promote open communication, provide opportunities for growth,
development and recognize and reward employees for their contributions. The foundation for creating a strong
corporate culture is the introduction and implementation of uniform policies and procedures, as well as the
introduction of their measurement indicators. In this context, the Group implements an integrated human resource
management system, emphasizing the following:
Full compliance with the applicable labor legislation in the countries in which it has employees as well as full
support and compliance with the recommendations of the UN Global Compact. The Group carries out self-
assessments for the protection and respect of Human Rights.
Policy and Mechanism for reporting violations of the Code of Ethics and Conduct, enabling Group employees
to report incidents of Human Rights violations. The Group's Human Rights policy is embodied in the Code of
Ethics and Conduct, which is available on the corporate website:
sxeseis/etairiki-diakuvernisi/etairiki-diakuvernisi/
Violence and Harassment Policy which, in combination with the
Speak up Policy
was available to our
employees from May 2023 through the Online Reporting and Management Platform
"Sarantis Group
Whistleblower Channel"
, thus strengthening our organization’s effort to an environment of respect and
inclusion. This is a communication channel where any employee who has observed irregular behavior in the
context of his/her work activities is given the opportunity to report it.
Occupational Health & Safety Management Systems. Employees are systematically trained in best health and
safety practices in the workplace, while safety protocols are also implemented. From 2022, the Group is
certified with ISO 45001: 2018 for Occupational Health & Safety Management. All units and specifically units
where there is a greater risk of accidents are certified according to the standard.
Comprehensive programs to attract new employees who share our values
Employee performance evaluation system
Competitive remuneration package linked to performance appraisal process
Equal opportunities for professional and personal development of employees
Education and training programs aimed at enhancing employees' skills and achieving individual and
consequently corporate goals
In order to evaluate the above policies and procedures, as well as the overall satisfaction of our employees, the Group
conducted an Employee Engagement Survey in 2022. Achieving an impressive 90% participation rate, employees
provided valuable feedback on our strengths, as well as areas for improvement. Following the survey, over 15
workshops were held which explored the results to a greater extent. The summary of the actions showed that health,
safety and respect are unparalleled elements of the Group, which confirms the correct implementation of the above
policies. The small number of non-serious occupational accidents (11) demonstrates the effectiveness of the training
and audits carried out periodically. In addition, the trust in our products, in the Group's management and the high
level of pride and loyalty felt by our people were highlighted as strong points of the results. The low rate of involuntary
mobility, from 8.2% in 2022 to 6.9% in 2023*, confirms this loyalty. However, the survey also identified actions for
improvement, related to further automation of processes, working practices, resource management and better
understanding and utilization of performance management. The management of the Group is committed to
implementing an action plan to improve these areas.
*Due to unfavorable socio-political conditions, data from Ukraine have not been included in this analysis for 2023 and 2022.
Talent management, Development and Acquisition
At the Group we recognize that the creation, retention and engagement of talented employees is vital for the
sustainable development of the company. In addition, attracting talented employees from the market will contribute
to the further creation of added value and know-how supply to the Group. For the optimal management,
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
development and acquisition of Talents, the Group applies comprehensive policies and procedures which are
summarized below:
Comprehensive recruitment programs that use specific selection and interview processes based on our
corporate Values
Comprehensive integration processes that help new employees feel connected to the workplace culture
Comprehensive training and development programs aimed at equipping employees with the necessary skills
for their role, as well as for their future development
Talent Management Process, which follows specific methods of identification, evaluation, development and
retention.
Our recruitment programs are designed with modern candidate assessment methods that allow us to successfully
identify talent both internally within the organization and on the external market. In addition, the programs and
ongoing trainings provided to the direct supervisors of the positions for the selection process ensure that candidates
are evaluated against criteria directly related to each role without bias and in a transparent manner. The recruitment
process operates in accordance with the applicable non-discrimination legislation and provides equal employment
opportunities. Candidates are selected on the basis on their suitability for each position, according to their special
qualifications and abilities. In order to make the integration of our new employees as smooth as possible, we have
implemented an "onboarding" process, thus offering a complete picture of the Group, its value chain and
development and training tools.
From 2022, our employees have the possibility, through the internal recruitment program, to explore their internal
career opportunities and development prospects within the Organization. As part of the digitization of processes,
employees can express their interest through an internal Portal and the Group's human resources management
platform. This process has helped retain talent, as 15% of open positions were filled by internal candidates (internal
moves and promotions). In addition, with the aim of creating a positive impact on the markets we operate in as well
as on local communities, the Group made more than 400 recruitments in 2023. 91% of the recruitments in our
production facilities come from local communities. At the same time, the Management Trainee Program "Shine Out"
continues for the second year to welcome young people, providing them with the opportunity to join our team and
take their first professional steps with us. The purpose of the program is for candidates to gain practical knowledge
and experience in on-the-job projects and to bring fresh ideas to help address challenges and become the next
leaders. The program takes place only at the Group's headquarters, with the intention to be implemented in the other
subsidiaries as well. The Management Trainee Program "Shine Out" was awarded by an external company with a
Bronze award in the category Best Youth Employment - Early Careers Initiatives/Strategy. The Group also participates
in career events and build strong relationships with educational institutions, offering undergraduates and graduates
the opportunity to apply their academic knowledge through internships within the company, while strengthening our
status as an employer of choice.
The Group maintains its commitment to continuous training and development, as it is a strategic pillar, thus aligning
the skills of the staff with our values and goals. Thus, we ensure that our employees develop and have the necessary
skills to remain competitive. The design and implementation of the training programs is based on the needs of the
employees, in order to achieve both their personal and professional goals. In a broader context, the trainings cover
administrative and personal skills, Health and Safety issues, but also trainings adapted to the tasks of the employees.
By integrating training programs into our daily routine, we managed to achieve a total of 19,953 hours of training in
the Group. The average training per employee amounted to 14.5 hours for 2023. In addition, the total amount spent
on training in 2023 is 214,455 euros, increased by 87% compared to 2022, an increase that demonstrates that the
Group invests in targeted trainings. We achieved this by the continuous use of the learning tool
MySarantisLearning
,
which is supported by
LinkedIn Learning
from 2021, and at the same time we enhanced the trainings on topics such
as: Negotiation Skills, Leadership skills and Constructive feedback. Further topics of this year's seminars were:
Mastering Effective Leadership, Leadership skills, LEAN foundation, ISO 45001, First Aid, Smart Factory Practices, HSE
Management, Coaching, ERP technical skills, Quality Standards Training. The Group
was awarded at the HR
Excellence Awards by Boussias with a Bronze award in the Best Use of Technology for Learning category for
MySarantisLearning.
Performance and Reward
At Sarantis Group we believe that the success of the company is closely linked to the success of our people. Therefore,
the implementation of a comprehensive process that will define what success is, how it is measured universally, with
clarity, consistency, transparency, but also meritocracy, are the basis of continued success. Having achieved the
above, we can define the points for improvement. This process is framed by the Group's unified performance
evaluation system. The system aligns individual with broader corporate goals. It also sets out the standards of skills
and behaviors that employees must demonstrate, which are linked to our values, and which create a culture of high
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
performance. In addition, it forms the basis for creating solid individual development plans that support the
professional development and careers of our people. Finally, it guides decisions made to recognize and reward
employees who demonstrate high performance.
The performance evaluation system includes target setting, mid-term and annual self-assessment and evaluation. The
process is designed to encourage open and continuous feedback between employee and immediate supervisor to
enhance individual performance and company results. The percentage of employees formally participated in the
performance appraisal system amounts to
65%
of all employees, of which
63%
are female. The aim is to include all
employees in the process. Intensive training is provided to employees to ensure optimal implementation of the
process and to provide constructive feedback.
We recognize and reward high performance as we understand that a competitive remuneration package has a
significant impact on an organization’s ability to motivate and ultimately achieve higher levels of performance.
Therefore, the remuneration system is designed to promote the business strategy and the long-term sustainability of
the Company. This is achieved by establishing a framework of remuneration, voluntary benefits and compensations,
that aligns individual objectives with the Company's broader business objectives. This ensures that the Company
continues to create value for both consumers and shareholders. In this way, it is ensured that the Company continues
to create value for both consumers and shareholders. The main factors on which the reward system is based are the
following:
The individual evaluation of the employee's performance
The relevant experience and skills of the employee required for the specific position
The level of position in the internal grading table
(Grade)
The comparative overview of corresponding positions with companies of similar size, sector and country in
which the employee provides service
The Group provides a competitive remuneration package that exceeds the minimum wage in the countries in which
it operates. The remuneration package includes fixed salary, short and long term incentive plan if the conditions are
met and defined based on the grade of the positions in the internal grading table, as well as other benefits. In terms
of benefits, indicative plans provided in the countries where we operate are medical insurance for employees, a
significant discount on company products, discount programs in sports organizations, membership card subscriptions
and additional benefits that increase employee well-being, as well as a hybrid work model. In addition, in order to
further increase the well-being of employees, various activities are implemented from time to time by external
partners (wellness seminars, nutritional habits are indicated as examples). These actions are a step towards enhancing
transparency and fairness and competitiveness in the area of remuneration, as well as promoting the opportunity for
development of professional skills. These improvements are part of our commitment to constant and continuous
improvement of our systems in order to ensure maximum performance and satisfaction of our staff.
Safeguarding diversity and equal opportunities
We pursue diversity and create a diverse workforce. We understand how the unique characteristics of each employee
can be utilized for the benefit of the individual and the business as a whole. That is why we respect the uniqueness
of each person and aim to treat everyone equally, with respect and dignity. We believe that diversity within the Group
brings different thinking and flexibility. We invest in female employees and their skills, as anyone can see in the
diversity indicators below. In particular, on December 31, 2023:
The Board of Directors is composed of 30% women. In particular, it consists of three women and seven men,
amounts that comply with the quantitative objective for adequate representation by gender on the Board of
Directors, as defined by the Corporate Governance Law
The percentage of women in management positions (Manager + level) is 50%
The percentage of women in senior management positions (Directors & GMs) is 29%
In this way we create an environment of opportunity and development for employees, while enhancing the
promotion of fair and equal treatment with transparency. All candidates have equal opportunities for selection,
regardless of religion, nationality, gender, age, sexual orientation, marital status or disability.
IV.
Anti-corruption & anti-bribery policies
Safeguarding corporate governance, regulatory compliance and business ethics
Fair competition
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
We fully comply with the Commercial Law and the Law on Competition in our transactions with competitors, partners
and customers. We support and boost free entrepreneurship and we care for our operation pursuant to the principles
of fair and free competition, in all sectors of our activities. Accordingly, we expect our employees to comply with the
legal requirements on monopoly and competition and to participate only in fair and meritocratic transactions. Every
employee, when necessary or if he/she has any doubt, must consult the Group’s Legal Service for relevant issues,
while he/she must directly inform the Group’s Legal Service in case he/she receives any notification from an authority
responsible for anti-monopoly issues. In the context of the above, any conduct that restricts or hinders free and fair
competition is not acceptable by our Company.
Combating any form of corruption and bribery
Any form of corruption or unlawful professional activity or bribery is prohibited in our Group. Always in compliance
with the applicable laws and regulations, unfair practices on behalf of our employees, partners or suppliers, which
could be inappropriate and illegal activities, are not allowed. In the same context, any activity related to money
laundering or illegal funding is condemned.
Moreover, the Company does not allow employees to accept gifts, invitations or offers, as there is a risk that their
integrity and honesty may be questioned or professional decisions may be affected.
Prevention of fraud
In the context of our responsible operation and activity, cases that may be connected to fraud are not tolerated. With
a view to preventing such cases, safety valves have been developed, while through a special policy of complaints and
reports that we have adopted (whistleblowing), an event of fraud or corruption can be reported, investigated and
solved. The Report and Complaints Management Policy of Sarantis Group determines the principles and the operation
of the procedure adopted by the Company in order to receive, process and investigate anonymous and/or identified
reports and complaints regarding unethical conduct, irregularities, omissions or unlawful activities. The main
commitment of the Company is to protect the anonymity and ensure the confidentiality of the data of people who
file such reports/complaints. The Policy takes into account the Directive (EU) 2019/1937, as well as the best practices
applied in the market.
The Company’s Management has the responsibility to prevent, monitor and make corrective actions, while the
individual divisions and departments must strictly apply all the relevant procedures and prevention measures.
Conflict of interest
The Management has established a policy and a procedure to prevent and address conflicts of interests. The aim of
this Policy is to set the framework of identifying, assessing, managing and preventing cases of conflicts of interests,
so that the administrative bodies of the Company can make prudent, objective and independent decisions in favor of
the Company and the fulfilment of its aims, and that the due diligence of the members of the bodies and the
promotion of the corporate interest is ensured. The Procedure reflects the principles and procedures that the
Company adopted in order to fulfil its legal obligations to keep and implement effective administrative procedures
and audit mechanisms to prevent, identify and manage existing and potential conflicts of interest within its activities.
Protection of data and confidential information
In full compliance with the relevant applicable legislation and in line with the Group’s Personal Data Protection
Policy
5
, we ensure that personal data and confidential information are protected and kept confidential. Confidential
information means any trade secret, exclusive information about customers or suppliers, contract or financial
position. All employees must treat personal data and information with utmost discretion and must not disclose
confidential information to third parties, persons or organizations, outside the Company. Moreover, we care for the
continuous protection of the IT systems, as the protection of their integrity and their rational use ensure the effective
protection of personal and professional data against unauthorized access, loss, manipulation or leak. We follow best
practices and we take all necessary steps to avoid security issues and maintain confidentiality, while the compliance
with regulatory and legislative authorities is ensured. In this context, all employees of the Company should contribute
to the protection of the security of information stored or circulated in the IT systems within the organization.
Unauthorized use or distribution of this information violates the Company’s Policy and may result in civil and/or
criminal penalties.
5
ATHEX C-G6
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
V.
Outcomes and non-financial performance
The main results of the above policies are presented in the table below. Our non-financial information reporting is
aligned with global sustainability reporting standards such as the GRI standards and takes into account the ATHEX
ESG reporting guidelines:
Environment *
2023
2022
2021
Total Consumed Energy (GRI 302-1) (MJ)
159,726,530
165,749,837
159,471,949
Energy intensity (GRI 302--3)
0.33
0.37
0.39
Consumed Energy from Renewable Energy Sources (GRI 302-1) (MJ)
12,610,944
9,383,487
7,622,382
Total amount of energy consumed within the organization (ATHEX C-E3) (MWh)
44,368
46,042
44,298
Percentage of electricity consumed, in percentage
(ATHEX C-E3)
60.43%
62.00%
57.76%
Percentage of energy consumed from renewable sources, in percentage (ATHEX C-E3)
7.90%
5.66%
4.78%
Direct GHG emissions - Scope 1 (GRI 305-1, ATHEX C-E1) (tCO2)
3,190.6
3,364.4
3,721.5
Energy indirect GHG emissions - Scope 2 (GRI 305-2, ATHEX C-E2) – location-based (tCO2)
15,722.4
17,585.4
14,246.0
Energy indirect GHG emissions
- Scope 2 (GRI 305-2, ATHEX C-E2) – market-based (tCO2)
19,447.1
21,006.4
16,057.9
GHG emissions intensity (GRI 305-4) – Total Scope 1 and Scope 2 location-based
0.04
0.05
0.04
GHG emissions intensity (GRI 305-4) - Scope 1 and Scope 2 market-based
0.05
0.05
0.05
Labor
Total number of employees
(GRI 2-7, ATHEX C-S2)
Headcount
2023
2022
2021
2,324
2,290
2,376
Percentage of total women employees
2023
2023
2021
55%
54%
55%
Total number of employees by employment contract by gender in 2023 (GRI 2-7)
Men
Permanent
Temporary
986
54
Women
Permanent
Temporary
1,197
87
Total number of employees by employment type, by gender in 2023 (GRI 2-8)
Men
Full-time
Part-time
1,028
12
Women
Full-time
Part-time
1,224
60
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Percentage of individuals within the organization’s governance bodies by age and gender in 2023 (GRI 405-1, ATHEX C-S3)
Men
<30 years
30-50 years
>50 years
0%
20%
50%
Women
<30 years
30-50 years
>50 years
0%
10%
20%
Number of work-related injuries (GRI 403-9)
2023
2022
2021
11
10
11
Average hours of training per year per employee (GRI 404-1)
2023
14,5
Percentage of employees receiving regular performance review (GRI 404-3)
Men
Women
37%
63%
Laws & regulations
2023
2022
2021
Total number of confirmed incidents of corruption (GRI 205-3)
0
0
0
Significant fines and non-monetary sanctions for non-compliance with
laws and/or regulations in the social and economic area (human rights
& compulsory labor) (GRI 419-1)
0
0
0
Significant fines and non-monetary sanctions for non-compliance with
environmental laws and/or regulations (GRI 307-1)
0
0
0
Social impact
2023
2022
2021
Donations, charities, community offering
(€)
1,867,645
2,543,870
720,033
Percentage of the procurement budget spent on local suppliers (GRI
204-1)
70.14%
63.70%
71.84%
*
Base year and recalculations:
i. Base year for the calculations is 2019 due to pre-COVID-19 comparability reasons.
ii. There were no significant changes in emissions, no base year recalculation was triggered.
iii. Emission factors for Greece are available in the Greek National Inventory Submissions, UNFCCC, 2021, 2022 and 2023. Emission
factors for the same years, used for the rest of the countries published by DEFRA.
iv. The consolidation approach used was operational control.
v. The methodology used is aligned with GHG protocol recommendations:
Activity data (fuel amount by type) x Emission factor
Operations in Russia were ceased permanently in September 2022 and there are no available data regarding fuel consumption.
The company chose the Group's sales in thousands of euros as the most appropriate denominator for calculating the emission intensity.
More sustainability related data will be presented in our 2023 Sustainability Report, which is currently being prepared
in accordance with the GRI standards and is expected to be available later this year.
VI.
EU Taxonomy
In order to support the transition to a more sustainable economy and in view of the global warming, the European
states have committed themselves to more climate protection and reducing the GHG emissions. For this reason, in
December 2019, the European Union (EU) presented the European Green Deal, which includes a set of initiatives
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
related on climate, environment, energy, transport, industry, agriculture and sustainable finance, aiming for climate
neutrality by 2050. In order to enable this transition, the Paris Climate Agreement and the European Green Deal view
sustainable investments as an important starting point. A key instrument in this context is the EU taxonomy
(
https://ec.europa.eu/info/business-economy-euro/banking-and-finance/sustainable-finance/eu-taxonomy-
sustainable-activities_en
), an EU-wide classification system for sustainable economic activities with the aim of
promoting investment in them. According to the “Regulation (EU) 2020/852 of the European Parliament and of the
Council of June 2020 on the establishment of a framework to facilitate sustainable investment and amending
Regulation (EU) 2019/2088”, an economic activity is considered environmentally sustainable if it substantially
contributes to achieving one or more of the environmental objectives.
The environmental objectives defined in terms of the Taxonomy Regulation are:
1. Climate change mitigation
2. Climate change adaptation
3. Sustainable use and protection of water and marine resources
4. Transition to a circular economy
5. Prevention and control of pollution
6. Protection and restoration of biodiversity and ecosystems
At the same time, an economic activity is considered aligned with the Taxonomy when it cumulatively meets all the
following criteria:
i.
It contributes significantly to the achievement of one or more of the environmental objectives set out in
the Taxonomy
ii.
It does not significantly burden any of the other environmental objectives set out in the Taxonomy,
meeting the criteria for “Do Not Significant Harm (DNSH)”.
iii.
It is carried out in accordance with the minimum safeguards set out in the Taxonomy, which relate to all
activities and in particular the protection of human rights and social standards
iv.
It complies with the technical control criteria for each economic activity regarding the achievement of
environmental objectives
The Regulation on the European Classification entered into force on January 1, 2022 and requires companies that are
subject to the obligation to publish non-financial information (NFRD), to publish, from the year 2022, a Classification
report. On the date of publication of 2023 Annual Financial Report, the technical control criteria concerning the first
two environmental objectives based on the Delegated Act on Climate (2021/2139/EU), as well as the Supplementary
Act on the Climate (2022/1214/EE) will be fully in force. In addition, the technical control criteria concerning the
remaining environmental objectives have been published based on the Delegated act for the Environment
(2023/2486/EU), as well as another Supplementary Act for the Climate (2023/2485/EE), which introduces additional
eligible activities in terms of climate objectives. With the new Taxonomy Delegated Acts, from January 1, 2024 to
December 31, 2024, non-financial companies shall only disclose the percentage of taxonomy-eligible and taxa-
ineligible additional economic activities, while from January 1, 2025 will be fully compliant in terms of their alignment
with additional economic activities.
Sarantis Group carried out an exercise to determine the eligible and aligned activities, in order to comply with the
requirements of the Taxonomy regulation. As part of the Taxonomy disclosure process, the Group publishes in the
following section the key performance indicators related to its financial activities for the financial year 2023.
The Group, since the previous year, has thoroughly reviewed its activities in order to determine the percentage of
those that fall within the framework of the Taxonomy for the first two objectives. This year, it proceeded to examine
its activities for the remaining objectives, as well as to examine the activities added to the first two objectives. This
procedure forms the basis of its disclosures for Taxonomy purposes in the annual financial statements of each year.
We identified the following eligible economic activities:
Economic Activity
Description
(NACE-
Code)
Climate change mitigation
4.1. Production of electricity
from solar PVs
Produce of electricity using solar photovoltaic (PV) technology.
D.35.1.1
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Climate change mitigation
3.17 Manufacture of plastics
in primary form
Manufacture resins, plastics materials and non-
vulcanisable thermoplastic
elastomers, the mixing and blending of resins on a custom basis, as well as the
manufacture of non-customised synthetic resins.
C.20.1.6
Transition
to
a
circular
economy
1.1 Manufacture of
plastic packaging
Manufacture of plastic packaging, such as the manufacture of sacks and bags of
ethylene polymers, the manufacture of sacks and bags of plastics other than
ethylene polymers, also the manufacture of other plastic packaging.
C.22.2.2
Non Eligible Activities
The rest of the Group's activities have not been considered eligible as they do not currently fall under the Climate and
Environment Delegated Acts. These include the production and sales of personal care products.
Having judged the eligibility of the above activities based on their descriptions, then the activities that had been
selected last year as eligible were judged in terms of their alignment with the respective technical control criteria.
Regarding the additional activities, only the eligibility for the reporting period was examined, in order to prepare the
Group for the examination of their full alignment in the next reporting period. The results of the assessment of
alignment with the Taxonomy are presented in detail in the next section of this report.
Declaration of activities related to nuclear energy and fossil gases
Row
Nuclear energy related activities
1
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that produce
energy from nuclear processes with minimal waste from the fuel cycle.
NO
2
The undertaking carries out, funds or has exposures to construction and safe operation of
new nuclear installations to produce electricity or process heat, including for the purposes
of district heating or industrial processes such as hydrogen production, as well as their
safety upgrades, using best available technologies.
NO
3
The undertaking carries out, funds or has exposures to safe operation of existing nuclear
installations that produce electricity or process heat, including for the purposes of district
heating or industrial processes such as hydrogen production from nuclear energy, as well as
their safety upgrades.
NO
Row
Fossil gas related activities
4
The undertaking carries out, funds
or has exposures to construction or operation of
electricity generation facilities that produce electricity using fossil gaseous fuels.
NO
5
The undertaking carries out, funds or has exposures to construction, refurbishment, and
operation of combined heat/cool and power generation facilities using fossil gaseous fuels.
NO
6
The undertaking carries out, funds or has exposures to construction, refurbishment and
operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
NO
Assessment of eligibility and compliance with the Taxonomy regulation and technical control criteria
Assessment for Eligibility by Taxonomy
Production of electricity from photovoltaics (D.35.1.1)
Taxonomy Description
The activity concerns the construction or operation of power generation facilities that generate electricity using solar
photovoltaic (PV) technology.
Group Description
As part of the Group's plan to reduce greenhouse gas emissions, within 2021, the Group proceeded with the first
phase of installing photovoltaics at the Group's production plant in Oinofyta. The second phase of installation of
photovoltaics in Oinofyta was completed in January 2024, while the connection to the grid has not yet been
completed. Also, since 2023, the installation of the photovoltaic system in the company's buildings in Marousi has
been completed and, at the same time, we are proceeding with the implementation of photovoltaics in Polipak's
production facilities.
80
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Manufacture of plastics in primary form (C.20.1.6)
Taxonomy Description
The activity concerns the manufacture of resins, plastics materials and non-vulcanisable thermoplastic elastomers, as
well as the custom blending of resins and the manufacture of synthetic resins not covered by custom blending.
Group Description
It concerns a part of Sarantis Group's Home Care Solutions products business unit. In particular, Polipak, a subsidiary
of the Group that produces waste bags, is active, as part of its overall operation, in the production of recycled plastic
granule from its own plastic waste, which is then reused in the production process. In addition, the Ergopack Group
subsidiary produces recycled plastic granule that is used in its own production. The Group does not record sales from
the sale of plastics in primary form.
Manufacture of plastic packaging (C.22.2.2)
Taxonomy Description
The activity concerns the manufacture of plastic packaging items, such as the manufacture of sacks and bags.
Group Description
Ergopack and Polipak, subsidiaries of the Group, are active in the production of plastic waste bags.
Overall Results of the Key Performance Indicators (KPI)
The production of electricity using solar photovoltaic technology (D.35.1.1) and the manufacture of plastics in primary
form (C.20.1.6) are activities of Sarantis Group fully aligned with the Taxonomy. In addition, the manufacture of plastic
packaging (C.22.2.2) is an eligible activity for which full alignment was not assessed during the reference period.
KPI
KPI - Turnover
KPI - Capex
Financial year 2023
Economic Activities (1)
Code
(1) (2)
Turnover (3)
Proportion of Turnover, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
turnover, year
2022 (18)
Category
enabling
activity (19)
Category
transitional
activity (20)
€000
%
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Ε
Τ
Electricity generation using
concentrated solar pow er
(CSP) technology
CCM 4.1 /
CCA 4.1
-
0%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
-
-
Y
Y
Y
0%
-
-
Manufacture of plastics in
primary form
CCM 3.17 /
CCA 3.17
-
0%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
Y
Y
-
Y
Y
0%
-
Τ
-
0%
0%
0%
0%
0%
0%
0%
0%
-
0%
0%
0%
0%
0%
0%
0%
0%
Ε
-
0%
0%
0%
Τ
€000
%
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
%
Manufacture of plastic
packaging goods
CE 1.1
85,176
18%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
(*)
85,176
18%
0%
0%
0%
0%
18%
0%
(*)
Α.Turnover of Taxonomy-
eligible activities (A.1+A.2)
85,176
18%
0%
0%
0%
0%
18%
0%
(*)
396,994
82%
482,170
100
%
Turnover of Taxonomy-non-eligible
activities
TOTAL (Α+Β)
Substantial contribution criteria
DNSH criteria (“Does Not
Significantly Harm”
Turnover of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
Of which enabling
Of which transitional
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1.
Environmentally sustainable activities (Taxonomy-aligned)
Α.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities
Β.TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
81
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
KPI - Opex
*2023 is the first year Plastic Packaging Manufacturing is considered for eligibility, so there is no data for 2022.
Financial year 2023
Economic Activities (1)
Code
(1) (2)
CapEx (3)
Proportion of Turnover, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of
Taxonomy-
aligned (A.1.) or
eligible (A.2.)
CapEx, year 2022
(18)
Category
enabling
activity (19)
Category
transitional
activity (20)
€000
%
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Ε
Τ
Electricity generation using
concentrated solar pow er
(CSP) technology
CCM 4.1 /
CCA 4.1
1,261
17%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
-
-
Y
Y
Y
0%
-
-
Manufacture of plastics in
primary form
CCM 3.17 /
CCA 3.17
118
2%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
Y
Y
-
Y
Y
0%
-
T
1,379
19%
19%
0%
0%
0%
0%
0%
0%
-
0%
0%
0%
0%
0%
0%
0%
0%
Ε
118
2%
2%
0%
T
€000
%
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
%
Manufacture of plastic
packaging goods
CE 1.1
244
3%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
(*)
244
3%
0%
0%
0%
0%
3%
0%
(*)
A.CapEx of Taxonomy-
eligible activities (A.1+A.2)
1622
22%
19%
0%
0%
0%
3%
0%
(*)
5,706
78%
7,328
100
%
CapEx of Taxonomy-non-eligible
activities
TOTAL (Α+Β)
Substantial contribution criteria
DNSH criteria (“Does Not
Significantly Harm”
CapEx of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
Of which enabling
Of which transitional
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1.
Environmentally sustainable activities (Taxonomy-aligned)
Α.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities
Β.TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
Financial year 2023
Economic Activities (1)
Code
(1) (2)
OpEx (3)
Proportion of Turnover, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of
Taxonomy-
aligned (A.1.) or
eligible (A.2.)
OpEx, year 2022
(18)
Category
enabling
activity (19)
Category
transitional
activity (20)
€000
%
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y, N,
N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
Ε
Τ
Electricity generation using
concentrated solar pow er
(CSP) technology
CCM 4.1 /
CCA 4.1
126
9%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
-
-
Y
Y
Y
0%
-
-
Manufacture of plastics in
primary form **
CCM 3.17 /
CCA 3.17
104
7%
Y
N
N/EL
N/EL
N/EL
N/EL
-
Y
Y
Y
-
Y
Y
1%
-
T
230
17%
17%
0%
0%
0%
0%
0%
1%
-
0%
0%
0%
0%
0%
0%
0%
0%
Ε
104
7%
7%
1%
T
€000
%
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
EL,
N/EL
%
Manufacture of plastic
packaging goods
CE 1.1
848 61%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
(*)
848
61%
0%
0%
0%
0%
61%
0%
(*)
A.OpEx of Taxonomy-eligible
activities (A.1+A.2)
1,078
78%
17%
0%
0%
0%
61%
0%
(*)
310
22%
1,389
100
%
OpEx of Taxonomy-non-eligible
activities
OpEx of Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
TOTAL (Α+Β)
Β.TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
Of which enabling
Of which transitional
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1.
Environmentally sustainable activities (Taxonomy-aligned)
Α.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities
Substantial contribution criteria
DNSH criteria (“Does Not
Significantly Harm”
82
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
**For the calculation of operating expenses there was a difference in the way of measurement, resulting to much
lower operating expenses in 2023 compared to 2022. This is because last year was the first time that Sarantis Group
prepared a Taxonomy report and there was no maturity to calculate adequately operating expenses based on the
Taxonomy. Thus, they were calculated as a whole. This year, with more maturity in the Taxonomy, they were
calculated as defined by the Taxonomy, and therefore they are considerably smaller.
*** Their turnover concerns intra-group transactions, so it was not calculated as part of the KPIs.
**** Activities 1 and 2, in all KPIs, are eligible for two objectives but also aligned with only one objective, and for this
reason they are depicted exclusively in section A1. Because activities are eligible to contribute significantly to more
than one objective, codes for all objectives are reported. However, because the economic activities contribute
significantly to only one objective each, and do not meet all the significant contribution criteria for the other objective,
the activities are presented together in the same order as the non-significant harm criteria for the objective that meets
the significant contribution criteria.
KPI Tables
KPI - Turnover
Taxonomy-aligned economic activities (denominator)
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
0
0%
0
0%
0
0%
8
Total applicable KPI
482,169,875
Row
Economic activities
Amount and proportion (the information is to be presented in
monetary amounts and as percentages)
Total Goals
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
83
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Taxonomy-aligned economic activities (numerator)
Taxonomy-eligible, but not taxonomically aligned, economic activities
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the numerator of the applicable KPI
0
0%
0
0%
0
0%
8
Total amount and proportion of taxonomy-aligned economic activities in the
numerator of the applicable KPI
0
100 %
0
0%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented in
monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-eligible but not taxonomy-aligned
economic activities not referred to in rows 1 to 6 above in the denominator of
the applicable KPI
85,175,865
18%
0
0%
0
0%
8
Total amount and proportion of taxonomy eligible but not taxonomy-aligned
economic activities in the denominator of the applicable KPI
85,175,865
18%
0
0%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented in
monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
84
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Non taxonomy-eligible economic activities
KPI - Capex
Taxonomy-aligned economic activities (denominator)
Row
Economic activities
Amount
%
1
Amount and proportion of economic activity referred to in row 1 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2
Amount and proportion of economic activity referred to in row 2 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3
Amount and proportion of economic activity referred to in row 3 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4
Amount and proportion of economic activity referred to in row 4 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5
Amount and proportion of economic activity referred to in row 5 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6
Amount and proportion of economic activity referred to in row 6 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
396,994,010
82%
8
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
396,994,010
82%
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
1,378,569
19%
1,378,569
19%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
1,378,569
19%
1,378,569
19%
0
0%
8
Total applicable KPI
7,328,228
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
85
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Taxonomy-aligned economic activities (numerator)
Taxonomy-eligible, but not taxonomically aligned, economic activities
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the numerator of the applicable KPI
1,378,569
100%
1,378,569
100%
0
0%
8
Total amount and proportion of taxonomy-aligned economic activities in the
numerator of the applicable KPI
1,378,569
100 %
1,378,569
100%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-eligible but not taxonomy-aligned
economic activities not referred to in rows 1 to 6 above in the denominator of
the applicable KPI
243,701
3%
0
0%
0
0%
8
Total amount and proportion of taxonomy eligible but not taxonomy-aligned
economic activities in the denominator of the applicable KPI
243,701
3%
0
0%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
86
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Non taxonomy-eligible economic activities
KPI - Opex
Taxonomy-aligned economic activities (denominator)
Row
Economic activities
Amount
%
1
Amount and proportion of economic activity referred to in row 1 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2
Amount and proportion of economic activity referred to in row 2 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3
Amount and proportion of economic activity referred to in row 3 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4
Amount and proportion of economic activity referred to in row 4 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5
Amount and proportion of economic activity referred to in row 5 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6
Amount and proportion of economic activity referred to in row 6 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
5,705,958
78%
8
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
5,705,958
78%
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the
applicable KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
230,060
17%
230,060
17%
0
0%
8
Total applicable KPI
1,388,859
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation (CCM)
Climate change
adaptation (CCA)
87
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Taxonomy-aligned economic activities (numerator)
Taxonomy-eligible, but not taxonomically aligned, economic activities
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31
of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable
KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-aligned economic activities not
referred to in rows 1 to 6 above in the numerator of the applicable KPI
230,060
100%
230,060
100%
0
0%
8
Total amount and proportion of taxonomy-aligned economic activities in the
numerator of the applicable KPI
230,060
100 %
230,060
100%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
Amount
%
Amount
%
Amount
%
1
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
2
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
3
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
4
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
5
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
6
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity
referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the
denominator of the applicable KPI
0
0%
0
0%
0
0%
7
Amount and proportion of other taxonomy-eligible but not taxonomy-aligned
economic activities not referred to in rows 1 to 6 above in the denominator of
the applicable KPI
848,391
61%
0
0%
0
0%
8
Total amount and proportion of taxonomy eligible but not taxonomy-aligned
economic activities in the denominator of the applicable KPI
848,391
61%
0
0%
0
0%
Row
Economic activities
Amount and proportion (the information is to be presented
in monetary amounts and as percentages)
Total Goals
Climate change
mitigation
Climate change
adaptation
88
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Non taxonomy-eligible economic activities
Taxonomy Alignment Assessment
Significant
Contribution
In order to determine whether an economic activity is aligned with the Taxonomy Regulation, it must first of all comply
with the first requirement as described in the Taxonomy Regulation, the significant contribution to one or more of the
environmental obj
ectives.
The production of electricity using solar photovoltaic technology (D.35.1.1) and the
manufacture of plastics in primary form (C.20.1.6) contribute significantly to the mitigation of climate change
. The
first because the Construction or operation of electricity production facilities that generate electricity using solar
photovoltaic (PV) technology constitutes as an economic activity an integral element of the "Installation, maintenance
and repair of renewable energy technologies", and is subject to
the technical control criteria specified from this activity
and the second because Sarantis Group produces recycled plastic granule from plastic waste.
Do not
significant
harm (DNSH)
For all economic activities where we can demonstrate a significant contribution to mitigating climate change, we
further analyze the DNSH criteria. This assessment is carried out in areas where we carry out the corresponding
economic activity within the EU
.
Do not
significant
harm (DNSH) -
Adaptation
to Climate Change
Economic Activities
(D.35.1.1.) and (C.20.1.6)
For each of the activities that contribute to the mitigation of climate change, a natural climate risk assessment was
carried out in accordance with Annex A of the supplementing climate delegated regulation under the Taxonomy.
Do not
significant
harm (DNSH) – Water & Marine resources
Economic
Activity
(C.20.1.6)
The supplementing climate delegated regulation under the Taxonomy does not provide technical screening Criteria
regarding the sustainable use and
protection of water and marine resources for our activity D.35.1.1.
However, for the activity (C.20.1.6) we have carried out an Environmental Impact Assessment which includes an
assessment of the impact on the water-aquifer which proves that our
activity does not cause a significant burden on
the Sustainable use and protection of water and marine resources.
Row
Economic activities
Amount
%
1
Amount and proportion of economic activity referred to in row 1 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.26 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
2
Amount and proportion of economic activity referred to in row 2 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.27 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
3
Amount and proportion of economic activity referred to in row 3 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.28 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
4
Amount and proportion of economic activity referred to in row 4 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.29 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
5
Amount and proportion of economic activity referred to in row 5 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.30 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
6
Amount and proportion of economic activity referred to in row 6 of Template 1 that is
taxonomy-non-eligible in accordance w ith Section 4.31 of Annexes I and II to Delegated
Regulation 2021/2139 in the denominator of the applicable KPI
0
0%
7
Amount and proportion of other taxonomy-non-eligible economic activities not
referred to in rows 1 to 6 above in the denominator of the applicable KPI
310,408
22%
8
Total amount and proportion of taxonomy-non-eligible economic activities in
the denominator of the applicable KPI
310,408
22%
89
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Do not
significant
harm (DNSH) – Circular economy
Economic
Activity
(D.35.1.1)
The solar photovoltaic panels we use in our factory at
Oinofyta for activity D.35.1.1. as well as the related mechanical
equipment, were purchased from well-
known manufacturers who pay due attention
to high durability and
recyclability. We have carefully considered the durability and recyclability, as well as the disassembly and recycling
options of the components when deciding on the technologies and products used.
Also, the supplementing climate delegated regulation under the Taxonomy does not provide technical screening
criteria regarding the Transition to a Circular Economy for our activity (C.20.1.6)
Do not significant harm (DNSH)
–
Pollution
Economic
Activity
(C.20.1.6)
There are no technical screening Criteria regarding pollution prevention and control for our activity D.35.1.1.
However, for the
activity (C.20.1.6) it is demonstrated that we do not cause a significant burden to Pollution Prevention
and Control as we are compliant with Annex C for the criteria of not causing a significant burden to Pollution
Prevention and Control as presented in Commission Regulation (EU) 2021/2139.
Do not significant harm (DNSH)
– Biodiversity and ecosystems
Economic Activities
D.35.1.1. and (C.20.1.6)
Regarding activities D.35.1.1. and C.20.1.6 our facilities are not located in or near biodiversity sensitive areas.
Minimum Safeguards
The final step in aligning activities to the Taxonomy Regulation is full alignment and compliance with minimum
safeguards. Minimum safeguards include all procedures in place to ensure that economic activities are
conducted in
line with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human
Rights (UNGPs), including the principles and the rights set out in the eight fundamental conventions identified in the
International Labor Organization's Declaration on Fundamental Principles and Rights at Work and the International
Declaration of Human Rights. The scope of the Minimum Safeguards covers the following four issues: Human rights
(including labor and consumer rights), Cor
ruption and bribery, Taxation and Fair competition
.
We follow a two-step assessment approach to assess compliance with minimum safeguards. On the one hand, we
examine whether adequate procedures have been implemented to prevent negative effects (procedures dimension).
On the other hand, we assess whether re
sults are monitored to check whether our processes are effective (outcome
dimension). At Sarantis Group we deeply understand that the behavior of all employees and other actors in our value
chain play an essential role and contribute to the Group's complia
nce with the minimum safeguards. As a responsible
producer of personal care and household products on a global scale, we follow the principles of ethical business
conduct for our daily business activities as presented in Sarantis Group Code of Ethics.
Sarantis Group ensures that its activities are aligned with the 17 UN Sustainable Development Goals and contribute
to national energy goals. As part of the Group's Sustainable Development Policy, corporate responsibility is aligned
with ESG principles and applied to the four dimensions of minimum safeguards. Annual training is part of our business
strategy and is mandatory for our employees. We expect the same ethical business behavior from our supply chains
and partners as we do from our own business entiti
es, as they must be compliant with our Code of Corporate Conduct
in order to do business with us. Therefore, the minimum safeguards requirements are a major part of our business
contracts and Sarantis Group's purchasing regulation policy.
The Group's code of ethics supports the promotion and enforcement of practices related to human rights, ethics, anti
-
corruption and bribery, environmental protection, safety, meritocracy and transparency, product and service quality
and fair competition, which are also transferred to our partners/suppliers as they must be compatible with the
regulations indicated by the Group's Code of Corporate Ethics and respect its values. Finally, we regularly assess
incoming complaints of harmful behavior on various ethics, integrity and compliance issues (including the four issues
covered by the minimum safeguards) and assess any necessary adjustments to our processes. This process is ensured
by having a policy and procedure for handling complaints and reports.
90
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Human rights (including labor and consumer rights)
Based on the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational
Enterprises, including the OECD Due Diligence Guidance for Responsible Business Conduct, we have implemented a
robust approach to identify, prevent and remedy any existing and potential negative impacts on human rights. Our
position on human rights exists within our Code of Corporate Conduct. Our strategy to combat human rights violations
is based on impact analysis. The impact analysis concerns our own
subsidiaries. Our procedures ensure that corrective
action is taken immediately if a serious human rights violation occurs and that affected individuals are provided with
what is required. The effectiveness of our processes is monitored through on
-site and on-
site inspections by our own
staff on a regular basis. Anyone who feels that their human rights have been violated by activities of Sarantis Group
or by anyone in our value chain can contact us through our complaints and reports mechanism. For the fisc
al year
2023
, Sarantis Group has not been convicted of a violation of labor law or human rights.
Corruption
and bribery
Anti
-
corruption is a key part of our business strategy and our Code of Conduct. To prevent and deal with corrupt
practices, Sarantis Group develops, where necessary and after a risk assessment, specific control measures in all its
activities to prevent and avoid acts of corruption and bribery. In this context, within our Code of Ethics there is a note
on the prevention of corruption and bribery that is communicated to our employees and partners. For the financial
year 2023
, no complaints/incidents of corruption and bribery have been reported.
Taxation
In line with our ethical business values, tax governance and compliance is a central concern of ours, therefore we are
commited
to complying with all applicable tax laws and regulations. The tax governance framework is based on the
assessment of selected
relevant risks and the implementation of the relevant safeguards while coordinated by a team
of our specialized staff, who work closely with the management of Sarantis Group. Our approach to tax compliance is
transparent and complies with our Code of Condu
ct. Within the fiscal year 202
3
, Sarantis group has not been convicted
of a serious violation of tax law.
Fair
competition
Our operations are conducted while maintaining full compliance with all applicable competition laws and regulations.
With our guidelines for fair competition and ethical business conduct, we seek to achieve and continue fair
competition for the entire Group by creating a corresponding corporate philosophy. Awareness of the anti
-
competition law risks of our business activities is of particular importance to ensure fair competition. For the financial
year 2023,
Sarantis Group has not been convicted of a violation of competition law.
Accounting
Policy
The figures presented in this report have been calculated and are presented in accordance with the International
Financial Reporting Standards (IFRS). Their preparation requires estimations during the application of the Group’s
accounting principles. Important assumptions are made wherever deemed appropriate.
In the present report we present the following KPIs: the proportion of the total turnover from the sale of goods, as
well as the total capex and opex of the Group’s economic activities that correspond to activities eligible for EU
Taxonomy purposes accordi
ng to the description of these activities and taking into account the respective NACE
activity codes, as
these are presented in the Delegated Act.
Since we are currently in the second period
of implementation of the Taxonomy framework (1/1
– 31/12/2023), the
Group’s economic activities were reviewed and ultimately included/excluded solely on eligibility basis and their
alignment against the technical screening criteria provided in the related Delegated Acts.
Taking into
consideration
the above, the following is noted:
KPI - Proportion of the total turnover:
It was calculated based solely on the total net turnover from the
sale of goods and services. The numerator includes only the activities that are considered aligned with the
Taxonomy regulation and under the condition that the related revenue is not intended for own use or
intergroup transactions. The denominator is the Group’s total net turnover.
91
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
KPI –
Proportion of the total capex:
It is calculated based on the capitalised
costs for additions to tangible
and intangible assets during the financial period under review before depreciation and any remeasurements,
including those resulting from adjustments and impairments, for the relevant reporting period and excluding
changes
in fair value. The numerator includes only the activities considered eligible under the Taxonomy
legislation. The denominator covers the
capitalized
costs for additions to tangible and intangible assets during
the financial period under review before depreciation and any remeasurements, including those resulting
from revaluations and impairments, for the relevant reference period and excluding changes
in fair value.
KPI –
Proportion
of the total opex:
It is calculated on the basis of direct non-capitalized costs related to the
daily maintenance of tangible assets by the company or a third party to whom the necessary
activities
are
assigned in order
to ensure the continuous and efficient operation of these assets are assigned.
Training,
other human resource adjustment needs and direct non-
capitalized costs representing research and
development are included on the above.
The numerator includes only the activities conside
red eligible under
the Taxonomy legislation. The denominator covers all direct non
-capitalized costs related to the daily
maintenance of tangible assets by the company or a third party to whom the necessary
activities
are assigned
in order
to ensure the continuous and efficient operation of these assets and activities
, such as the needs of
the training and other human resource adjustment needs, and research and development costs.
Avoiding double counting:
Sarantis Group avoided double counting during the Taxonomy compliance process, thanks
to the diligent and correct separation of its activities based on the production criteria and the diligent preparation of
the financial data.
2.14
ALTERNATIVE PERFORMANCE MEASURES («APM»)
The Group utilizes Alternative Performance Measures (APM) in the context of its decision making with regard to the
financial, operational and strategic planning as well as for the evaluation and public disclosure of its performance.
These APM serve and facilitate the best understanding of the financial and operating results of the Group, its financial
position and the statement of cash flows. The Alternative Performance Measures (APM) should be always taken into
consideration along with the financial results which have been prepared in accordance with the IFRS whereas in no
case replace them.
Definitions and reconciliation of Alternative Performance Measures («APM»)
The following financial figures for 2023 and 2022 present the Continuing activities of the Group excluding ELCA
Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and the Group’s subsidiary
Hoztorg LLC, since the Group decided to permanently withdraw from the Russian market.
A) Profitability ratios
The Group utilizes the following profitability ratios for the purpose of the full analysis of its operating results:
EBITDA (Earnings before interest, taxes, depreciation and amortization)
EBITDA is calculated from the annual financial statements as follows: “Gross operating earnings” plus “Other
operating income” minus the “Administrative Expenses” and the “Distribution Expenses” prior to depreciation and
amortization. The depreciation and amortization for the Group are presented in the paragraph “Table of Changes in
Fixed Assets” of the financial statements.
(Euro million)
FY 2023
FY 2022
Gross operating earnings
182.3
151.8
Other operating income
1.0
0.9
Administrative expenses
24.1
20.5
Distribution expenses
112.2
99.9
Depreciation and amortization
14.5
13.3
Earnings before interest, taxes, depreciation and
amortization
61.6
45.5
92
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
EBIT (Earnings before interest and taxes)
EBIT equals with the operating earnings of the Group as they are recorded in the annual financial statements.
EBT (Earnings before taxes)
EBT equals with the earnings deriving before the deduction of taxes from the annual financial statements.
Net Income (Net earnings)
It equals with the earnings after the deduction of taxes as they are recorded in the financial statements. These
earnings are distributed to the shareholders of the parent company.
Profitability Margins
For all the above profitability figures, the corresponding profit margin is calculated by dividing each figure with the
total turnover.
B) Net Debt
The net debt comprises a figure which depicts the capital structure of the Group. It is calculated by adding the long-
term loans and the short-term loans by then deducting the cash and cash equivalents and the “Financial Assets at fair
value through results”, since they are considered to be liquid items. The relevant calculations are presented in the
following table:
(Euro million)
Margin
Margin
Earnings before interest, taxes, depreciation and
amortization
61.6
12.8%
45.5
10.2%
Earnings before interest and taxes
47.1
9.8%
32.2
7.2%
Earnings before taxes
48.6
10.1%
31.8
7.1%
Net Earnings
39.3
8.2%
26.3
5.9%
FY 2023
FY 2022
(Euro million)
FY 2023
FY 2022
Long-term loans
56.1
20.7
Short-term loans
14.2
27.4
Cash and cash equivalents
111.0
60.7
Other financial assets
3.0
2.7
Net Debt
(43.6)
(15.3)
93
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Marousi, March 11
th
2024
The Board of Directors
THE CHAIRMAN OF THE
BOARD
THE CEO & BOARD MEMBER
THE DEPUTY CEO & BOARD
MEMBER
THE GROUP CHIEF FINANCIAL
OFFICER & BOARD MEMBER
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
IOANNIS BOURAS
CHRISTOS VARSOS
ID No. X 080619/2003
ID No. AI 597050/2010
ID No. AB 055247/2006
ID No. AO 547315/2020
3.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of “Gr. Sarantis SA”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the Company “Gr.
Sarantis SA” (the Company), which comprise the separate and consolidated statement of financial position as
at December 31, 2023, and the separate and consolidated statements of comprehensive income, changes in
equity and cash flow for the year then ended, as well as and the notes to the financial statements, including
material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the financial position of the Company “Gr. Sarantis SA” and its subsidiaries (the Group) as of
December 31, 2023, and of their financial performance and their cash flows for the year then ended in
accordance with International Financial Reporting Standards as endorsed by the European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in
Greek Legislation. Our responsibilities, under those standards are described in the “Auditor’s Responsibilities
for the Audit of the separate and consolidated financial statements” section of our report. During our audit,
we remained independent of the Company and the Group, in accordance with the International Ethics Standards
Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek
legislation and the ethical requirements relevant to the audit of the separate and consolidated financial
statements in Greece and we have fulfilled our responsibilities in accordance with the provisions of the
currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the separate and the consolidated financial statements of the current period. These matters and the related
risks of material misstatement were addressed in the context of our audit of the separate and the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Key audit matter
Audit response
Assessment of goodwill impairment
As it is presented in note 4.10.3 of the financial
statements, the book value of the goodwill in the
balance sheet of the Group and the Company on 31
st
December 2023 amounts to € 7,772 k. and € 1,100 k.
respectively.
The goodwill is tested for impairment at least on an
annual basis. This review includes estimates based on
assumptions of future cash flows, including the
assumptions in relation to
revenue growth, profit
margins and projected cash flows, the selection of the
appropriate discount rates and the assessment of the
cash generation units of the Group and the Company.
Due to the significance of the value of the above item,
the subjectivity with regard to the assumptions of the
management and the significant judgments and
estimates that are being made for the determination
of the recoverable amount, we consider the
evalu
ation of the potential goodwill impairment as
one of the most significant issues within our audit.
The disclosures of the Group and the Company with
regard to the accounting policy, as well as the
judgments and estimates that were utilized during the
assessment of goodwill impairment are included in
notes 4.7.6, 4.8.4 and 4.10.3 of the financial
statements.
Our audit approach was based on the audit risk and
includes, among other, the performance of the
following procedures:
- We obtained the impairment estimate that was
prepared by the management and we assessed the
judgments, estimates and assumptions with regard
to the future cash flows, the prospective growth
rates in sales value and volume, the expected
growth rates as well as the discount rate used for
the cash flows of the Cash Generating Units. In the
context of our assessment, we utilized historic
data.
- We assessed the consistency between the years,
the methods, the assumptions and the calculations
which are being followed by the Group and the
Company,
and
the
extent
to
which
the
management has taken into account any events
within the year and after the year end which affect
the environment or the conditions and the
elements which in turn affect the assumptions
used or changes in business practices, accounting
principles and policies that affect the calculations.
-
We
assessed
the
adequacy
and
the
appropriateness of the relevant disclosures in the
financial statements.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Inventory Valuation
As it is presented in note 4.10.4 of the financial
statements, the value of the inventory on the balance
sheet of the Group and the Company on 31
st
December
2023, amounts to € 98,169 k. and € 44,467 k.
respectively. Against these inventories balances, the
Group has recognized impairment provisions of €233
k.
The Group and the Company values the inventory at
the lowest price between their acquisition cost and
their net residual value. The net residual value is the
estimated sales price during the normal course of the
Group’s
and
Company’s
activities,
minus
the
estimated cost which is deemed as necessary for the
realization of the sale.
Based on the above, the Group’s management
performs estimates for the calculation of the provision
for obsolete inventories, based on the maturity of the
inventory, their movement during the year as well as
the respective planning for the following period and
estimation of future selling prices.
Due to the significance of the value of inventory at the
year end and the management’s judgments and
estimates in the determination of the net residual
value, we deem that the proper valuation of the
inventory comprises one of the most significant issues
of our audit.
The Group’s and Company’s disclosures regarding the
accounting policy that is utilized for the valuation of
the inventory is included in the notes 4.7.6, 4.8.9 and
4.10.4 of the financial statements.
Our audit approach was based on the audit risk and
includes, among other, the performance of the
following procedures:
- We partially attended the process of inventory
physical counting that took place at Group’s and
Company’s warehouses in order to examine, in a
sampling basis, the inventories’ condition.
- For a sample of inventory codes, we recalculated
the net realizable value based on the average sales
of the period as well as of the period after the end
of the reporting period and we compared it with
the year-end cost.
- For inventories of a limited economic life due to
maturity, we ascertained the proper calculation of
the impairment provision and the appropriate
presentation in the financial statements.
-
We assessed the management’s estimations
reviewing historical data and reports, regarding
the maturity of the inventory, the write-offs and
the selling prices of the inventories.
-
We
assessed
the
adequacy
and
the
appropriateness of the relevant disclosures in the
financial statements.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Recoverability of Trade Receivables
As it is presented in note 4.10.5 of the financial
statement, the value of the trade receivables in the
balance sheet of the Group and the Company on 31st
December 2023 amounts to € 106.780 k. and € 48,506
k. respectively. Against these trade receivables the
Group and the Company have recognized impairment
provisions of € 5,482 k. and € 4,276 k. respectively.
The management assesses the recoverability of the
Group's and Company's trade receivables and assesses
the required provision of bad debts for the expected
credit losses.
The management assesses the estimated provision
based on the targeted review of customer accounts
taking into consideration its experience in relation to
the current economic conditions as
well as the
guarantees which have been acquired from specific
customers.
Due to the significance of the value of trade
receivables and the fact that the assessment of
impairment requires a significant degree of judgment
from the management regarding the assessment of the
ability of the client to repay, the expected collection
time, the value of the warranties held and future
market conditions, we consider that the recoverability
of the Group's and Company's trade receivables is one
of the most significant matters of our audit.
The Group’s and Company’s disclosures with regard to
the trade receivables, the related risks such as the
credit risk and the aging of trade receivables, are
included in notes 4.7.6, 4.8.12 and 4.10.5 of the
financial statements.
Our audit approach was based on the audit risk and
includes, among other, the performance of the
following procedures:
-
We obtained an understanding of the Group’s
process to monitor trade receivables, and of the
factors considered in estimating the provision for
impairment. We evaluated whether the process is
in line with the relevant accounting standards.
-
For a representative sample of receivable
cheques we executed procedures for the collection
of the year end balances after the date of the
financial statements.
-
We assessed the management’s estimation
regarding
the
recoverability
of
the
trade
receivables, taking into consideration the aging
analysis, any guarantees that have been granted
from the customers.
- We obtained and reviewed the letters of the legal
advisors with regard to the recoverability of the
trade receivables.
- On a sample basis, we confirmed the accuracy
and completeness of the data used by the
management in the calculation of expected credit
losses.
- We assessed the adequacy and suitability of the
relevant disclosures in the financial statements.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Other Information
Management is responsible for the other information. The other information is included in the Board of
Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the
Declaration of the Board of Directors Representatives, but does not include the financial statements and our
auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the “Corporate
Responsibility & Sustainability Report”, which is expected to be made available to us after this date.
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. When we read the “Corporate Responsibility & Sustainability
Report”, if we conclude that there is a material misstatement therein, we are required to communicate this
matter to those charged with governance and, depending on the case, to proceed in further action in
compliance with relevant legislation.
Responsibilities of Management and Those Charged with Governance for the separate and consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with International Financial Reporting Standards, as endorsed by the European Union,
and for such internal control as Management determines is necessary to enable the preparation of separate and
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing the
Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless, management either intends to liquidate
the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s
and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation, will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for 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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the separate and consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company and the Group
to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the separate and consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit of the Company and the
Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the separate and consolidated financial statements of the current period
and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1)
Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report
which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article
2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information
required by Article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal
requirements of articles 150-151 and 153-154 and paragraph 1 (cases c’ and d’) of article 152 of Law 4548/2018
and its content is consistent with the accompanying separate and consolidated financial statements for the
year ended 31.12.2023.
c) Based on the knowledge we obtained during our audit about the company “Gr. Sarantis SA” and its
environment, we have not identified any material inconsistencies in the Board of Directors’ Report.
2)
Additional Report to the Audit Committee
Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional
Report to the Audit Committee of the Company, referred to in article 11 of EU Regulation 537/2014.
3)
Provision of Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5
of EU Regulation No 537/2014 or other permissible non-audit services.
4)
Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the
Company on 26/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General
Assembly of shareholders of the Company for 10 consecutive years.
5)
Bylaws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article 14
of Law 4706/2020.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
6)
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “Gr. Sarantis SA” (Company and/or Group), prepared in
accordance with the European Single Electronic Format (ESEF) as defined by the European Commission
Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise
the separate and consolidated financial statements of the Company for the year ended December 31, 2023, in
XHTML
format
(21380078FJXYHFE8KP46-2023-12-31-el.html),
as
well
as
the
provided
XBRL
file
(21380078FJXYHFE8KP46-2023-12-31-el.zip) with the appropriate mark-up, on the aforementioned
consolidated financial statements, including other explanatory information (explanatory notes on the financial
statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in 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 the other explanatory information, shall be marked-up with XBRL tags and
block tags, in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the
relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for
expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance for the ESEF Digital Records
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company for the year ended December 31, 2023, in accordance with the requirements of
ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable
the preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Reasonable Assurance of ESEF Digital Records
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-
2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board
(HAASOB) and the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single
Electronic Format (ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece"
as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF
Guidelines"), in order to obtain reasonable assurance that the separate and the consolidated financial
statements of the Company, prepared by the management in accordance with ESEF are in compliance, in all
material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued
by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have
complied with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation
537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000
“Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures
are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is
not a guarantee that this work will always detect a material misstatement of non-compliance with the
requirements of ESEF Regulatory Framework.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial
statements of the Company for the year ended December 31, 2023, in XHTML format (21380078FJXYHFE8KP46-
2023-12-31-el.html), as well as the provided XBRL file (21380078FJXYHFE8KP46-2023-12-31-el.zip) with the
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
appropriate mark-up on the above consolidated financial statements, including other explanatory information,
have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
BDO Certified Public Accountant S.A.
449 Mesogion Av,
Athens- Ag. Paraskevi, Greece
Reg. SOEL: 173
Ag. Paraskevi, March 11, 2024
Certified Public Accountant
Christoforos Achiniotis
Reg. SOEL: 35961
ANNUAL FINANCIAL STATEMENTS
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.
ANNUAL FINANCIAL STATEMENTS
Those responsible for the preparation of the 2023 Annual Financial Statements (01/01/2023 - 31/12/2023) are the
signatories at the end of the Financial Statements.
4.1
STATEMENT OF FINANCIAL POSITION
Amounts in €
Note
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-current assets
274,377,876
200,378,055
Tangible fixed assets
4.10.21
46,919,164
41,001,934
Right of use
4.10.21
10,903,421
10,723,699
Investments in Property
4.10.21
2,145,508
2,430,309
Intangible assets
4.10.21
28,244,042
28,909,223
Company goodwill
4.10.3
1,100,000
1,100,000
Deferred tax assets
4.10.12
0
0
Investments in subsidiaries, associates
4.10.2
184,945,932
116,062,279
Other long-term receivables
4.10.5
119,809
150,609
Current assets
140,885,528
165,138,036
Inventories
4.10.4
44,467,326
46,654,686
Trade receivables
4.10.5
44,230,796
53,266,562
Other receivables
4.10.5
39,842,547
39,941,137
Cash & cash equivalents
4.10.6
9,389,672
22,536,726
Financial assets at fair value through profit and loss
4.10.7
2,955,187
2,738,925
Total Assets
415,263,404
365,516,091
Shareholders' EQUITY:
Share capital
4.10.16
52,143,439
54,504,438
Share premium account
4.10.16
40,676,356
40,676,356
Reserves
4.10.20
25,781,939
14,864,966
Profit (losses) carried forward
158,460,144
165,656,763
Total Shareholders' Equity
277,061,877
275,702,523
Non controlling interest
0
0
Total Equity
277,061,877
275,702,523
LIABILITIES
Long-term liabilities
71,507,584
33,535,790
Loans
4.10.10
56,107,412
20,710,000
Lease liabilities
4.10.10
8,934,799
8,877,360
Deferred tax liabilities
4.10.12
5,169,342
2,534,141
Provisions for post employment employee benefits
4.10.23
1,296,031
1,414,289
Provisions - Long-term liabilities
4.10.9
0
0
Short-term liabilities
66,693,943
56,277,779
Suppliers
4.10.8
38,068,257
37,338,374
Other liabilities
4.10.8
8,598,113
7,089,167
Income taxes - other taxes payable
3,533,949
2,665,091
Loans
4.10.10
14,237,857
7,095,000
Lease liabilities
4.10.10
2,255,766
2,090,147
Total Equity & Liabilities
415,263,404
365,516,091
The basic financial statements should be read in conjunction with the attached notes.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.2
STATEMENT OF COMPREHENSIVE INCOME
The basic financial statements should be read in conjunction with the attached notes.
*
The Discontinued Operations in the comparable year relate to the sale of the company ELCA Cosmetics Ltd and its subsidiaries and the
permanent withdrawal from the Russian market, in which the Company operated through its 100% indirect subsidiary, trading company,
HOZTORG LLC.
** The consolidated statement of total comprehensive income for the period 01/01/2023 - 31/12/2023 includes the proportion of minority
rights until June 14, 2023, i.e. until the date when the subsidiary company Sarantis Polska S.A. completed the acquisition of the remaining
20% of the share capital of subsidiary Polipak SP. Z O.O., based in Poland, for a total consideration of PLN 22 million. Following the above
transaction, Sarantis Group owned 100% of the share capital of Polipak.
Total Activities
Continued
Activities
Discontinued
Activities
Total Activities
Total Activities
Total Activities
Revenue
4.10.1
190,601,189
182,672,162
Cost of sales
4.10.14
(299,860,631 )
(293,262,310 )
(1,081,740 )
(294,344,050 )
(120,588,033)
(121,092,378)
Gross operating profit
70,013,156
61,579,783
Income from associates
4.10.2
0
0
Other operating income
3,115,786
3,042,117
Administrative expenses
4.10.14
(24,078,512 )
(20,516,821 )
(83,811 )
(20,600,632 )
(14,909,784)
(12,837,112)
Distribution expenses
4.10.14
(112,207,714 )
(99,913,627 )
(181,322 )
(100,094,949 )
(52,182,277)
(47,849,965)
Operating profit
6,036,881
3,934,824
Financial income-expenses
4.10.15
(416,194 )
(937,896 )
(1,354,090 )
15,270,200
66,557,528
Gain (loss) from revaluation of fixed assets
4.10.21
(284,801 )
(62,143 )
(62,143 )
(284,801)
(62,143)
Earnings before taxes
21,022,281
70,430,209
Income tax
4.10.11
(8,751,267 )
(5,983,537 )
(335,671 )
(6,319,208 )
(735,831)
(376,912)
Deferred tax
4.10.11
(877,907 )
(1,442,993)
(421,954)
Earnings after the deduction of tax (A)
18,843,457
69,631,343
Owners of the parent
18,843,457
69,631,343
Non controlling interest
(293,774 )
(3,976 )
(3,976 )
0
0
Other Comprehensive Income:
0
0
0
0
0
0
Items not transferred to the statement of
comprehensive income:
4,226,920
(145,228)
Profit from revaluation of fixed assets
5,549,920
0
Deferred tax from revaluation of fixed assets
(1,256,918 )
(169,734 )
(169,734 )
(1,220,982)
0
Share of associates' other comprehensive income
0
0
Loss from actuarial study
(139,217 )
(203,715 )
(203,715 )
(130,792)
(186,190)
Actuarial study deferred tax
28,774
40,962
Items which may be transferred in future to the
statement of comprehensive income:
(5,328,527 )
(4,948,635 )
0
0
Foreign exchange differences from subsidiaries
abroad
(5,328,527 )
(4,948,635 )
0
0
Other total income after taxes (Β)
(4,734,082 )
(4,112,492 )
4,226,920
(145,228)
Total comprehensive income after taxes (A) + (B)
23,070,376
69,486,115
Owners of the parent
23,070,376
69,486,115
Non controlling interest
(527,066 )
0
0
Earnings per share, which correspond to the parent's
shareholders for the period
4.10.17
0.2827
1.0398
Amounts in €
Note
Group
Company
01.01-31.12.2023
01.01-31.12.2022
01.01-31.12.2023
01.01-31.12.2022
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.3
STATEMENT OF CHANGES IN GROUP’S EQUITY FOR THE PERIOD
* The figure "Balance of profits / losses" includes an amount related to currency translation differences of the consolidated subsidiaries
into foreign currency, totaling (7.5 ) million Euros as of 31/12/2023 (31/12/2022: (14.2 ) million Euros).
The basic financial statements should be read in conjunction with the attached notes.
Amounts in €
Balance as at 1 January 2022
Total comprehensive income for the period
Net profit for the period
(3,976 )
Other comprehensive income
Foreign exchange differences
(4,910,527 )
(4,910,527 )
(38,108 )
(4,948,635 )
Reserve due to actuarial study
(162,753 )
(162,753 )
(162,753 )
Revaluation of property
Change from associates
Other comprehensive income
(4,668,829 )
(4,120,988 )
(4,112,492 )
Other transactions registered in Equity
Total comprehensive income after taxes
Purchase of treasury shares
(153,826 )
(153,826 )
(153,826 )
Capital Aggregation Tax
(115,747 )
(115,747 )
(115,747 )
Distributed dividends
(10,000,001 )
(10,000,001 )
(10,000,001 )
Formation of reserves
(1,133,030 )
Change from subsidiaries
(275,429 )
(275,429 )
(275,429 )
Other transactions registered in Equity
(11,524,207 )
(10,545,003 )
(10,545,003 )
Balance as at 31 December 2022
Balance as at 1 January 2023
Total comprehensive income for the period
Net profit for the period
(293,774 )
Other comprehensive income
Foreign exchange differences
(233,292 )
Reserve due to actuarial study
(110,443 )
(110,443 )
(110,443 )
Revaluation of property
Other comprehensive income
(233,292 )
Other transactions registered in Equity
Total comprehensive income after taxes
(527,066 )
Purchase of treasury shares
(11,967,259 )
(11,967,259 )
(11,967,259 )
Cancellation of treasury shares
(2,360,998 )
(12,515,424 )
Performance Stock Awards
Capital Aggregation Tax
(488,065 )
(488,065 )
(488,065 )
Distributed dividends
(10,000,000 )
(10,000,000 )
(10,000,000 )
Minority interests due to acquisition of interest in a subsidiary
(3,419,970 )
(3,419,970 )
(1,549,280 )
(4,969,250 )
Formation of reserves
(3,554,629 )
Other transactions registered in Equity
(2,360,998 )
(29,978,087 )
(25,619,056 )
(1,549,280 )
(27,168,336 )
Balance as at 31 December 2023
Non controlling
interest
Total
Attributed to shareholders of the parent
Share Capital
Share Premium
Readjustments
Reserve and other
reservesl
Balance of profit /
losses
Total
106
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.4
STATEMENT OF CHANGES IN COMPANY’S EQUITY FOR THE PERIOD
The basic financial statements should be read in conjunction with the attached notes.
Amounts in €
Balance as at 1 January 2022
54,504,438
40,676,356
13,818,124
107,371,318
216,370,235
Total comprehensive income for the period
Net profit for the period
69,631,343
69,631,343
Other comprehensive income
Reserve due to actuarial study
(145,228)
(145,228)
Other comprehensive income
(145,228)
(145,228)
Other transactions registered in Equity
Total comprehensive income after taxes
(145,228)
69,631,343
69,486,115
Purchase of treasury shares
(153,826)
(153,826)
Distributed dividends
(10,000,001)
(10,000,001)
Formation of reserves (A)
1,345,896
(1,345,896)
0
Other transactions registered in Equity
1,192,071
(11,345,897)
(10,153,827)
Balance as at 31 December 2022
54,504,438
40,676,356
14,864,966
165,656,763
275,702,523
Balance as at 1 January 2023
54,504,438
40,676,356
14,864,966
165,656,763
275,702,523
Total comprehensive income for the period
Net profit for the period
18,843,457
18,843,457
Other comprehensive income
Reserve due to actuarial study
(102,018)
(102,018)
Revaluation of property
4,328,937
4,328,937
Other comprehensive income
4,226,920
4,226,920
Other transactions registered in Equity
Total comprehensive income after taxes
4,226,920
18,843,457
23,070,376
Purchase of treasury shares
(11,967,259)
(11,967,259)
Cancellation of treasury shares
(2,360,998)
14,876,422
(12,515,424)
0
Performance Stock Awards
256,238
256,238
Distributed dividends
(10,000,000)
(10,000,000)
Formation of reserves (A)
3,524,652
(3,524,652)
0
Other transactions registered in Equity
(2,360,998)
6,690,053
(26,040,076)
(21,711,022)
Balance as at 31 December 2023
52,143,439
40,676,356
25,781,939
158,460,144
277,061,877
Attributed to shareholders of the parent
Balance of profit /
losses
Total
Share Capital
Share Premium
Readjustments
Reserve and other
reservesl
107
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.5
STATEMENT OF CASH FLOWS
The basic financial statements should be read in conjunction with the attached notes.
*
The Discontinued Operations in the comparable year relate to the sale of the company ELCA Cosmetics Ltd and its subsidiaries and the
permanent withdrawal from the Russian market, in which the Company operated through its 100% indirect subsidiary, trading company,
HOZTORG LLC.
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Operating Activities
Earnings before tax (continuing activities)
21,022,281
70,430,209
Earnings before tax (discontinued activities)
0
0
Plus / minus adjustments for:
Depreciation/Amortization
7,748,282
7,229,595
Revaluation of fixed assets
284,801
58,212
Foreign Exchange differences
(767,409 )
(846,910 )
222,643
56,399
Results (income, expenses, profits and losses) from investing activities
(6,231,720 )
(1,798,805 )
(18,594,145)
(67,782,103)
Interest expense and related expenses
3,140,368
1,174,064
Decrease / (increase) in inventories
(10,576,021 )
2,187,361
(5,012,376)
Decrease / (increase) in receivables
(1,588,986 )
(7,138,772 )
9,538,306
(8,404,065)
Decrease) / increase in liabilities (other than to banks)
(1,063,634 )
722,357
8,449,912
Less:
Interest and related expenses paid
(4,088,893 )
(2,884,343 )
(2,613,984)
(946,800)
Tax paid
(6,675,630 )
(7,712,271 )
(312,098)
(1,217,496)
Operating flows from discontinued operations
(19,447,754 )
0
0
Total inflows / (outflows) from operating activities (a)
23,346,171
4,035,551
Investing Activities
Acquisition/Sale of subsidiaries, associates, joint ventures and other investments
(3,224,432 )
(67,189,946)
(5,564,779)
Purchase of tangible and intangible fixed assets
(7,328,228 )
(10,971,044 )
(4,297,122)
(4,774,832)
Proceeds from sale of tangible and intangible assets
3,485
19,228
Interest received
308,875
177,156
Dividends received
16,574,458
30,585,403
Proceeds from grants
0
0
Total inflows / (outflows) from investing activities (b)
(6,907,199 )
(54,600,251)
20,442,176
Financing Activities
Increase / (decrease) in Long-Term Liabilities
55,778,126
10,000,000
Payment of borrowings
(34,161,915 )
(23,131,610 )
(13,237,857)
(20,465,000)
Decrease / (increase) of restricted cash
(595,000 )
(595,000)
0
Payment of lease liabilities
(4,960,303 )
(4,460,288 )
(2,108,294)
(1,635,682)
(Payments) / Proceeds from (purchase) / sale of treasury shares
(11,967,259 )
(153,826 )
(11,967,259)
(153,826)
Dividends paid towards the shareholders of the parent
(9,762,689 )
(9,768,855 )
(9,762,689)
(9,768,855)
Total inflows / (outflows) from financing activities (c)
(5,669,040 )
(22,494,868 )
18,107,026
(22,023,362)
Net increase / (decrease) in cash and cash equivalents (a+b+c)
(13,147,054)
2,454,365
Cash and cash equivalents at beginning of period
22,536,726
20,082,361
Effect from foreign exchange differences due to translation to euro
(560,637 )
0
0
Cash and cash equivalents at the end of the period
9,389,672
22,536,726
Amounts in €
Group
Company
108
4.6
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
4.6.1
The company
SA Group (the Group). It was founded in 1964 and is registered in the General Electronic Commercial Registry
("G.E.MI.") of Greece under the number 255201000.
The Company’s domicile is located at 26 Amarousiou - Chalandriou Street , Marousi
Greece
, The Company’s central
offices are also located at the same address. The Company’s website is the following:
.
The shares of Gr. Sarantis SA are listed on the main market of the Athens Exchange.
4.6.2
The Group’s structure
The Group’s companies, which are included in the consolidated financial statements, are the following:
GROUP STRUCTURE
Company
Domicile
Direct
Participation
Percentage
Indirect
Participation
Percentage
Total
Full Consolidation Method
GR. SARANTIS S.A.
GREECE
PARENT
SARANTIS BULGARIA LTD
BULGARIA
100.00%
0.00%
100.00%
SARANTIS ROMANIA S.A.
ROMANIA
100.00%
0.00%
100.00%
SARANTIS BELGRADE D.O.O.
SERBIA
100.00%
0.00%
100.00%
SARANTIS BANJA LUKA D.O.O.
BOSNIA
0.00%
100.00%
100.00%
SARANTIS LJUBLJANA D.O.O.
SLOVENIA
0.00%
100.00%
100.00%
SARANTIS SKOPJE D.O.O.
F.Y.R.O.M.
0.00%
100.00%
100.00%
SARANTIS POLSKA S.A.
POLAND
100.00%
0.00%
100.00%
POLIPAK SP. Z.O.O.
POLAND
0.00%
100.00%
100.00%
SARANTIS CZECH REPUBLIC sro
CZECH REPUBLIC
100.00%
0.00%
100.00%
SARANTIS HUNGARY Kft.
HUNGARY
100.00%
0.00%
100.00%
ZETAFIN LTD
CYPRUS
100.00%
0.00%
100.00%
ELODE FRANCE S.A.R.L
FRANCE
100.00%
0.00%
100.00%
SARANTIS FRANCE S.A.R.L
FRANCE
100.00%
0.00%
100.00%
SARANTIS PORTUGAL Lda
PORTUGAL
100.00%
0.00%
100.00%
ASTRID T.M. A.S.
CZECH REPUBLIC
100.00%
0.00%
100.00%
SARANTIS SLOVAKIA S.R.O
SLOVAKIA
0.00%
100.00%
100.00%
IVYBRIDGE VENTURES LTD
CYPRUS
100.00%
0.00%
100.00%
ERGOPACK LLC
UKRAINE
0.00%
100.00%
100.00%
On June 14
th
, 2023, the subsidiary company Sarantis Polska S.A. completed the acquisition of the remaining 20% of
the share capital of the subsidiary company Polipak sp.zo.o. based in Poland for a total consideration of PLN 22 million.
As a result of this transaction, Sarantis Group currently owns 100% of Polipak's share capital.
The proportion of minority rights up to the above date has been respectively recorded in the consolidated statement
of total comprehensive income for the period 01/01/2023 – 31/12/2023.
Finally, the fully owned by 100% subsidiary company Zetafin Ltd based in Cyprus absorbed the Cypriot subsidiaries,
Waldeck Ltd in January 2023 and Zeta Cosmetics Ltd in September 2023. This particular corporate action had no
impact on the consolidated financial statements.
109
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Business activity
The Group is active in the production and trade of cosmetics, household products and parapharmaceutical items.
The Group’s basic activities have not changed since the previous year.
4.7
BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
4.7.1
Compliance with IFRS
The consolidated and individual financial statements of “GR. SARANTIS S.A.” are in accordance with the International
Financial Reporting Standards (IFRS), which have been issued by the International Accounting Standards Board (IASB)
as well as their interpretations, which have been issued by the International Financial Reporting Interpretations
Committee (IFRIC) of IASB that have been adopted by the European Union.
4.7.2
Basis for the preparation of the financial statements
The consolidated and parent financial statements of “GR. SARANTIS SA” have been compiled on the basis of the “going
concern” principle as well as on the basis of the historical cost principle, apart from the financial assets at fair value
through results, available for sale, which based on the requirements of IFRS are recorded at fair value, as well as
except for the self-utilized and investment properties where the fair value method has been selected in accordance
with the relevant Standards.
4.7.3
Approval of financial statements
The annual consolidated financial statements have been approved by the Company’s Board of Directors on March
11
th
, 2024 and are subject to the approval of the Annual Shareholders General Meeting.
4.7.4
Covered period
The present annual consolidated financial statements include the financial statements of “GR. SARANTIS S.A.” and its
subsidiaries, which together are referred to as the Group, and cover the period from January 1
st
2023 to December
31
st
2023.
4.7.5
Presentation of the financial statements
The present financial statements are presented in € , which is the Group’s operating currency, namely the currency of
the primary economic environment in which the parent Company operates.
4.7.6
Significant judgments and estimations by Management
The Group and the Company make estimates and assumptions related to the future. Therefore these estimates will
rarely be identical to actual events. Estimates and assumptions that involve a significant revaluation risk in the book
value of assets and liabilities in the subsequent period are reported below.
Estimates and assumptions are continually revalued and rely on past evidence and experience as adjusted in line with
current market conditions and other factors including expectations for future events that are considered reasonable
under current circumstances. The actual results may differ from the above estimates under different assumptions or
conditions. Significant accounting estimates and assumptions relating to future and other principal sources of
uncertainty at the date of preparation of the financial statements that present a significant risk of causing material
adjustments to the book values of assets and liabilities in the next financial year are as follows:
Impairment of goodwill
The Group and the Company assess whether there is impairment of goodwill at least on an annual basis. Therefore,
it is necessary to estimate the value in use of each cash-generating unit to which goodwill has been allocated.
Estimated value in use requires the Group and the Company to estimate the future cash flows of the cash-generating
units and to select the appropriate discount rate, based on which the present value of the future cash flows will be
determined. An analysis of impairment testing is included in note 4.10.3.
Estimation of the useful life of assets
The Group and the Company value the useful lives of tangible and intangible fixed assets. These estimates shall be
reviewed at least on a yearly basis taking into account new circumstances and market conditions.
110
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Own used assets
With respect to land and plots, fair value is determined by approved independent appraisers based on international
rules and guidelines (e.g. RICS Valuation - Professional Standards 2017), taking into account comparative evidence of
recent or past real estate prices in the wider real estate area as well as its specific features such as location, size,
quality construction and maintenance status. These estimates are reassessed at regular intervals.
On 31 December 2023, a valuation study was carried out by an approved appraiser (based on valuation date as of
31/12/2023) for the land plots and buildings of the Company, as well as for the subsidiary company in Ukraine.
Relevant analysis on fair value measurement is included in note 4.8.6.
Investment property
The fair value determination is carried out by approved independent appraisers based on international rules and
guidelines (e.g. RICS Valuation - Professional Standards 2017), taking into account comparative evidence of recent or
past real estate prices in the wider real estate area as well as its specific features such as location, size, quality
construction and maintenance status. These valuations are reassessed at least annually.
On 31 December 2023, a valuation was carried out by an approved valuer (with a valuation date as of 31/12/2023)
for the investment properties of the Company and its subsidiary Polipak sp.z.o.o. in Poland. A fair value measurement
analysis is included in note 4.8.7.
Assets with right of use
The Group's most significant estimates regarding right of use assets relate to: the determination of the existence of
leases in specific transactions, the terms of renewal of leases and the determination of the discount rate.
Provision for income tax
The income tax provision under IAS 12 "Income Taxes" relates to the amounts of taxes that are expected to be paid
to the tax authorities and includes the provision for current income tax and the provision for any additional taxes that
may arise as a result of control by the tax authorities. Group companies are subject to different income tax laws and
therefore significant management assessment is required to determine the Group's income tax income. Income tax
expense may differ from these estimates due to future changes in tax legislation, significant changes in the laws of
the countries in which the Group and the Company operate or unforeseen consequences from the final determination
of the tax liability of each fiscal year by the tax authorities .These changes may have a significant impact on the Group's
and Company's financial position. In the event that the resulting additional taxes are different from the amounts
initially recorded, these differences will affect income tax and deferred tax provisions in the use that has been made
to determine tax differences.
Deferred tax receivables
Deferred tax assets and liabilities are recognized in the event of temporary differences between the book value and
the tax base of assets and liabilities using the tax rates that have been enacted and are expected to apply in the
periods when those differences are expected to be eliminated. Deferred tax receivables are recognized for all
deductible temporary differences and tax losses transferred to the extent that it is probable that taxable profit will
be available and will be used against the deductible temporary differences and the transferred unused tax losses. The
Group and the Company take into account the existence of future taxable income and follow a continuous
conservative tax planning strategy in assessing the recovery of deferred tax receivables. Accounting estimates related
to the deferred tax receivables require the management to make assumptions about the timing of future events, such
as the probability of expected future taxable income and the available tax planning capabilities.
Inventories
Inventories are valued at the lower of their acquisition cost and their net realizable value. Net realizable value is the
estimated selling price in the ordinary course of business of the Group companies less the estimated cost necessary
to make the sale. The management of the Group makes estimates for the calculation of any provision for impairment
of inventories, including, but not limited to, the maturity of inventories, their movement through use, planning for
the next period, and an estimate of the future selling price. Regarding the provision for impairment due to
obsolescence for the FY 2023 see paragraph 4.10.4.
111
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Provisions for expected credit losses from customer receivables and contract assets
The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses, according to which
the provision for impairment is always measured at the amount of the expected credit losses over the life of the
receivables from customers. At each balance sheet date, the historical percentages used and the estimates of the
future financial situation are updated. The correlation between the historical data, the future financial situation and
the expected credit losses includes significant estimates. The amount of expected credit losses depends to a large
extent on the changes in the conditions and forecasts of the future financial situation. In cases where there are
respective indications for certain customers, the estimates are being performed on a more specific basis taking these
indications into account. In addition, past experience and forecasts for the future may not lead to conclusions
indicative of the actual amount of customer default in the future. Additional analysis is included in Note 4.10.5.
Liabilities in relation to post-employment benefits
The present value of the pension benefits of defined benefit plans is based on a number of factors identified using
actuarial methods and assumptions. Such actuarial assumptions are the discount rate used to calculate the cost of
provision and the rate of wage increases. Any changes in these assumptions will affect the balance of pension
liabilities. The Company determines the appropriate discount rate at the end of each financial year. This is defined as
the interest rate that should be used to determine the present value of future cash flows that are expected to be
required to meet pension plan liabilities. In determining the appropriate discount rate, the Company uses the interest
rate on low-risk corporate bonds that are converted into the currency in which the liability will be paid and whose
maturity date is close to that of the relevant pension liability. Additional analysis is included in note 4.10.23.
Business combinations
When acquiring a company, the fair value and useful life of the acquired tangible and intangible assets are
determined, where estimations are required. Future events could cause changes in the assumptions used by the
Group, which could have an impact on the Group's results and equity.
Contingent liabilities
The Group and the Company are involved in various disputes and legal proceedings. The Group and the Company
review the status of each significant case on a periodic basis and evaluate the potential economic risk, based on the
views of legal advisers. If the potential loss from any litigation or legal case is considered probable and the amount
can be estimated reliably, the Group and the Company calculate a provision for the estimated loss. Both the
determination of the probability and the determination of whether the risk can be reliably estimated require the
management's judgment to a significant degree. When additional information becomes available, the Group and the
Company reconsider the probable liability for outstanding litigation and legal affairs and may review the estimates of
the probability of an adverse effect and the related estimate of potential loss. Such revisions to the estimates of the
probable liability may have a material effect on the Group's and Company's financial position and results.
4.7.7
Significant Accounting Policies
The significant accounting policies that were adopted in the preparation of the financial statements of the Group are
presented in the note 4.8. The policies are applied on a consistent manner for all annual periods unless it is stated
otherwise.
Changes in accounting policies
a.
New Accounting Standards, amendments of standards and Interpretations applied in the financial statements
IFRS
Effective for periods
beginning on or after
IFRS 17 Insurance Contracts
1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements)
1 January 2023
112
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
IFRS
Effective for periods
beginning on or after
Definition of Accounting Estimates (Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors)
1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12 Income Taxes)
1 January 2023
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12
Income Taxes) (effective immediately upon the issue of the amendments
and retrospectively)
1 January 2023
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning
on or after 1 January 2023. See the applicable notes for further details on how the amendments affected
the
Company and
the Group
.
IFRS 17 Insurance Contracts
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for annual reporting period beginning on or after 1 January
2023. IFRS 17 introduces an internationally consistent approach to the accounting for insurance contracts. Prior to
IFRS 17, significant diversity has existed worldwide relating to the accounting for and disclosure of insurance
contracts, with IFRS 4 permitting many previous accounting approaches to be followed. Since IFRS 17 applies to all
insurance contracts issued by an entity (with limited scope exclusions), its adoption may have an effect on non-
insurers such as the Group.
The Company and the Group carried out an assessment of its contracts and operations and concluded that the
adoption of IFRS 17 has had no effect on the annual consolidated financial statements.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2 Making Materiality Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make
accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting
policies’ with ‘material accounting policy information’. The amendments also provide guidance under what
circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure.
These amendments have no effect on the measurement or presentation of any items in the consolidated financial
statements of the Company and the Group but affect the disclosure of their accounting policies.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in
an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior
period errors. These amendments clarify how entities make the distinction between changes in accounting estimate,
changes in accounting policy and prior period errors.
These amendments had no effect on the consolidated financial statements of the Company and the Group.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income
Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies
to certain transactions that result in both an asset and a liability being recognized simultaneously (e.g. a lease in the
scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby
the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction,
gives rise to equal taxable and deductible temporary differences.
These amendments had no effect on the consolidated financial statements of the Company and the Group.
113
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)
In December 2021, the Organization for Economic Co-operation and Development (OECD) released a draft legislative
framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework
is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate
structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders
raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for
deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments)
International Tax Reform – Pillar Two Model Rules, in response to stakeholder concerns on 23 May 2023.
The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information
about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and
retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity’s
exposure to Pillar Two income taxes.
Management has determined that the Company and the Group is not within the scope of OECD’s Pillar Two Model
Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities
related to Pillar Two income taxes is not applicable to the Company and the Group.
b. New standards, amendments to standards and Interpretations which are mandatorily applied in subsequent
periods
Effective for periods
beginning on or after
Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)
1 January 2024
Classification of Liabilities as Current or Non-Current (Amendments
to IAS 1 Presentation of Financial Statements)
1 January 2024
Non-
current Liabilities with Covenants (Amendments to IAS 1
Presentation of Financial Statements)
1 January 2024
Supplier Finance Arrangements (Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures)
1 January 2024
Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates)
1 January 2025
The Company and the Group is currently assessing the impact of these new accounting standards and amendments
on the financial statements. The Management does not expect any other standards issued by the IASB, but are yet to
be effective, to have a material impact on the Company and the Group
.
4.8
MATERIAL ACCOUNTING POLICY INFORMATION
4.8.1
Consolidation
4.8.1.1
Subsidiaries
The Group’s subsidiaries are legal entities on which the Group has the ability to set the operational and financial
policies, usually by participating in their share capital with a voting right over 50%. The existence and effect of voting
rights that may be exercised or converted are taken into account when establishing whether the Group controls a
legal entity.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Subsidiaries are consolidated with the full consolidation method from the date that control is transferred to the Group
and cease to be consolidated from the date that this control no longer exists.
The accounting method of the acquisition is used for the accounting entries of the subsidiaries’ acquisition by the
Group. The acquisition cost is calculated as the fair value of assets acquired, liabilities assumed or existing and
financial products issued during the transaction date. Expenses related to the acquisition are registered in the results.
The assets acquired, the liabilities and contingent liabilities assumed during a business combination are initially
recognized at fair value during the acquisition date. According to the case, the Group recognizes the value of the non-
controlling interest either at fair value or as a percentage of the minority shareholders on the net assets acquired.
The difference between the acquisition cost, the proportion of the non-controlling interest plus fair value during the
acquisition date of a previous participation and the Group’s share in the net assets acquired, is booked as goodwill. If
this value is less than the fair value of net assets acquired, the difference is registered directly in the results.
Transactions with non-controlling interests that do not result into a change of control are accounted for directly in
the equity. The difference between the fair value of the consideration paid and the book value of the relevant
participation interest (percentage) in the net assets of the subsidiary company acquired is recorded into the equity.
Gains or losses on sales of non-controlling interests are also recorded into the equity. In the consolidated statement
of financial position, an amount of 3.42 million Euros has been recognized in the balance of retained earnings upon
the acquisition of non-controlling interests.
Transactions between group companies and unrealized profit related to transactions between Group companies are
eliminated. Unrealized losses are also eliminated. The accounting principles of subsidiaries have been amended when
necessary in order to conform to the accounting principles of the Group. In the financial statements of the parent
company, investments in subsidiaries are valued at acquisition cost minus any cumulative impairment loss.
4.8.1.2
Investments in associate companies
Associates are companies on which the Group can exert significant influence but which do not fulfill the conditions to
be classified as subsidiaries or joint ventures. Significant influence is the authority to participate in decisions that
regard decisions for the issuer’s financial and business policies, but not control on such polices. Significant influence
is usually implied when the group holds a percentage between 20% and 50% of the voting rights through ownership
of shares or another type of agreement.
Investments in associates are initially recognized at cost and are subsequently valued using the equity method for
consolidation purposes. Goodwill is included in the book cost of the investment and is examined for impairment as
part of the investment.
When an economic unit of the group transacts with a group’s associate company, any possible intra-company profit
and losses are written-off by the participation percentage of the group in the relevant associate company.
All subsequent changes of the participation percentage in the associate company’s net position are recognized in
book value of the group’s investment.
Changes that arise from the profit or losses of associates are registered in the consolidated profit and loss account.
Changes that have been directly recognized in equity of the associates are recognized in the group’s consolidated
equity.
Any changes recognized directly in equity that are not related to a result, such as the distribution of dividends or other
transactions with shareholders of the associate, are registered in the book value of the participation. No effect in the
net result or equity is recognized in the context of such transactions.
When the share of losses in as associate for the group is equal or over the book value of the investment, including
any other secured receivables, the group does not recognize further losses, unless it has been burdened with
commitments or has proceeded with payments on behalf of the associate.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The accounting policies of associates are amended when deemed necessary in order to render such consistent with
the policies adopted by the group.
In the parent’s financial statements, investments in associates are valued, according to IAS 28, at acquisition cost
minus any accumulated impairment loss.
As of 31/12/2023, the Group had no investments in associate companies.
4.8.1.3
Joint agreements
Investments in joint arrangements are classified as joint activities or joint ventures and their classification depends
on the contractual rights and obligations of each investor. The Group assessed the nature of the joint arrangements’
investments and decided that they form joint ventures. The joint ventures are accounted based on equity method.
Based on the equity method, participations in joint ventures are recognized initially at the acquisition cost and
adjusted to the Group's share on operating profit (or loss) and on the total other joint venture's profits. Where the
Group's share of the losses of a joint venture is equal or greater than that of the participation in the joint venture, the
Group does not recognize any further losses unless it has incurred obligations or has made payments for the joint
venture's account. Non-realized profits from transactions among the Group and the joint-ventures are eliminated
according to the participation share of the Group in the joint ventures. Non-realized losses are also eliminated, unless
there is evidence from the transaction for the impairment of the assets that have been transferred. In the Company's
separate financial statements, the participations in joint ventures appear in the acquisition cost minus any impairment
losses, if any.
As of 31/12/2023, the Group had no investments in joint agreements.
4.8.2
Foreign currency translation
Transactions in foreign currency are translated to the operating currency using exchange rates in effect during the
date of the transactions.
Profit and losses from foreign exchange difference, which arise from the settlement of such transactions during the
period and from the conversion of monetary items expressed in foreign currency with the effective exchange rates
during the balance sheet date, are registered in the results.
Foreign exchange differences from non-monetary items valued at fair value, are considered as part of the fair value
and thus are registered accordingly as fair value differences.
Items of the financial statements of the group’s companies are calculated based on the currency of the economic
environment in the country where each group company operates.
The individual financial statements of companies participating in the consolidation, and which are initially presented
in a currency different than the group’s presentation currency, have been converted to Euro. The assets and liabilities
have been converted to Euro according to the closing exchange rate during the balance sheet date. Income and
expenses have been converted to the group’s presentation currency at average exchange rates of each reported
period. Any differences that arise from this procedure have been transferred to an equity reserve.
4.8.3
Financial information by segment
The company’s Board of Directors is the main decision maker and controls the internal financial reporting in order to
assess the Company’s and Group’s performance and make decisions relating to the allocation of resources.
The Management has defined activity sectors based on such internal reports according to IFRS 8. Operating segments
are defined as the segments in which the Group operates and on which the Group’s internal information system is
based.
For the breakdown per operating segment, the following have been taken into account:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
-
The nature of products and services.
-
The quantitative limits defined by IFRS 8.
The Group offers information per geographic segment as additional information to readers of the financial
statements.
4.8.4
Goodwill
Goodwill which is acquired during a business combination, is initially recognized at cost, which is the excess cost of
the combination, over the group’s proportion in the fair value of net assets acquired (see note 4.8.1.1).
Following the initial recognition, goodwill is calculated at cost minus any accumulated impairment losses. The Group
proceeds with an impairment test concerning the goodwill at least on an annual basis. The book value of goodwill is
compared to the recoverable amount which is the higher between the value in use and the fair value less any selling
costs. Any impairment loss recorded for goodwill is not reversed in subsequent periods.
4.8.5
Intangible assets
Intangible assets of the group are initially recognized at acquisition cost. Intangible assets are recognized in business
combinations if they are separated from the acquired entity or generate other contractual / legal rights. Following
the initial recognition, intangible assets are calculated at cost minus accumulated amortization and any impairment
loss that may have emerged.
Research costs are recognized in the income statement as incurred. Development costs are capitalized only when the
expenditure can be reliably measured, the product or process is technically and economically feasible, future
economic benefits are probable and the Group has the intention and possesses sufficient resources to complete the
development process and use or sell the asset. Otherwise, they are recognized in the income statement. After initial
recognition, development costs are measured at cost less any accumulated amortization and any accumulated
impairment losses.
The useful economic life and depreciation method are reviewed at least at the end of each financial period. If the
estimated useful life or expected burn-up rate of future economic benefits incorporated in another intangible asset
have changed, the changes are accounted for as changes in accounting estimations.
The amortization of the intangible fixed assets is calculated with the straight line method along their economic life,
depending on the utilization time of the intangible assets and varies between 3 and 50 years. Specifically, the main
categories of intangible assets are as follows: a)Trademarks and other rights which refer to rights in relation to
trademarks / products which were recognized during the acquisitions of the Group with useful economic life between
3 and 50 years, b) Software, which useful economic life is between 3 and 22 years and c) Research and development
costs, which useful economic life is 10 years.
4.8.6
Tangible assets
Tangible assets are recognized at the acquisition cost including all expenses directly attributed to the acquisition of
the assets. Subsequent expenses are registered as an increase of the tangible assets’ book value or as a separate fixed
asset, only to the extent where such expenses increase the future economic benefits expected to arise from the use
of the fixed assets, and the cost of such may be reliably calculated. The cost of repairs and maintenance is registered
in the results of the period where such are realized.
Self-produced tangible assets constitute an addition to the acquisition cost of tangible assets at values that include
the direct payroll cost for staff that participates in the construction, the cost of used materials and other general
costs.
Land-plots and buildings are presented in the financial statements at readjusted values minus accumulated
depreciations.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The fair value of land-plots and buildings is defined periodically by an independent evaluator. These revaluations are
performed at regular intervals to ensure that the carrying amount does not differ materially from that determined
using the fair value at the end of the reporting period. When the book values of the plots and buildings exceed their
fair value, the difference (impairment) is initially recorded in a reduction of the formed reserve of fair value (if it exists
for the respective fixed asset) which is reflected in the equity accounts. Any impairment loss arising in addition to the
accumulated provision for that asset is recognized immediately as an expense in the income statement.
As of December 31
st
, 2023, a valuation study was carried out by an accredited appraiser for buildings and land plots
of the Company as well as of the Company’s subsidiary in Ukraine.
The mechanical equipment and other tangible fixed assets are presented at acquisition cost minus accumulated
depreciations and possible impairment losses.
The depreciations of tangible fixed assets are calculated with the straight line method during their useful life, which
is as follows:
Buildings
from 10 to 60 years
Mechanical Equipment
from 3 to 20 years
Vehicles
from 4 to 10 years
Other Equipment
from 3 to 20 years
The residual values and useful economic lives of tangible fixed assets are subject to reassessment at each reporting
date of the statement of financial position. When the residuals values, the expected useful life or expected burn-up
rate of future economic benefits incorporated in an asset have changed, the changes are accounted for as changes in
accounting estimations.
Upon sale of the tangible fixed assets, any difference between the proceeds and the book value are booked as profit
or loss to the results.
The book value of tangible fixed assets is examined for impairment when there are indications, namely events or
changes in circumstances, that the book value may not be recoverable. If there is such an indication and the book
value exceeds the estimated recoverable amount, the assets or cash flow creation units are impaired to the
recoverable amount. The recoverable amount of the mechanical equipment and other equipment is the largest
between their net sales price and their value in use. For the calculation of the value in use, the expected future cash
flows are discounted to present value using a pre-tax discount rate that reflects the market’s current expectations for
the time value of money and related risks as regards to the asset. When the book values of tangible assets exceed
their recoverable value, the difference (impairment) is recognized directly as an expense in the profit and loss
account.
4.8.7
Investments in Property
The investments in property include privately owned land plots and buildings, which are possessed by the Company
and the Group with the objective to receive lease payments or / and to generate capital gains. The investments in
property are initially recorded at their acquisition cost, which also includes the transaction costs.
In a following stage, the investments in property are recorded at fair value, with any differences being recognized in
the profit and loss account.
The Group's investment property concerns the land area and building facilities of the Company and its subsidiary
Polipak sp.z.o.o. in Poland.
On 31
st
December, 2023, a revaluation process was carried out by an accredited appraiser (with valuation date as of
31/12/2023) on the investment property of the Company as well as of subsidiary company Polipak sp.z.o.o. in Poland.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.8.8
Impairment of non-financial assets
Assets with an indefinite useful economic life are not depreciated and are subject to impairment reviews annually
and also when several events or changes in conditions indicate that the book value may not be recoverable. The
assets depreciated are subject to impairment review when there are indications that their book value will not be
recovered. Impairment losses are recognized for the amount for which the book value of the fixed asset exceeds its
recoverable value. The recoverable value is the largest between fair value less the relevant cost required for the sale
and value in use (present value of cash flows expected to be generated according to management’s estimation on the
future financial and operating conditions). To estimate impairment losses, assets are classified in the smallest possible
cash flow generating units. Non-financial assets apart from goodwill that have suffered impairment are re-assessed
for possible reversal of the impairment during each balance sheet date.
4.8.9
Inventories
The cost of inventories is defined using the weighted average method, and includes all the expenses realized in order
to render inventories to their current position and condition and which are directly attributable to the production
process, as well as part of general expenses related to the production. During the reporting date of the statement of
financial position, inventories are presented at the lowest price between acquisition cost and net realizable value.
Net realizable value is the estimated sales price during the normal conduct of the company’s activities, minus the
estimated cost necessary to realize the sale.
4.8.10
Financial Instruments
Financial assets are classified at initial recognition and subsequently measured at amortized cost, at fair value through
other comprehensive income and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the contractual characteristics of the cash flows
of the financial asset and the business model of the Company and the Group for their management. With the
exception of trade receivables that do not contain a significant financial component, the Company and the Group
initially measure financial assets at their fair value plus, in the case of a financial asset not valued through profit or
loss, transaction costs. Receivables from customers that do not have a significant financial component are valued at
the transaction price determined in accordance with IFRS 15.
In order for a financial asset to be classified and measured at amortized cost or at fair value through total income,
cash flows that are "exclusive capital and interest payments (SPPIs)" of the original capital must be obtained.
The Company's and Group's business model for managing financial assets refers to the way in which it manages its
financial capabilities to generate cash flows. The business model determines whether cash flows arise from the
collection of contractual cash flows, the sale of financial assets, or both.
The purchase or sale of financial assets that require the delivery of assets within a timeframe specified by a regulation
or a contract on the market is recognized on the trade date meaning on the date on which the Company commits to
purchase or sell the asset.
For the purpose of subsequent measurement, financial assets are classified in the following categories:
(a)
Financial assets measured at fair value through profit or loss
(b)
Financial assets at amortized cost
(c)
Financial assets measured at fair value through total income without recycling of cumulative gains and losses on
de-recognition
(a)
Financial assets that are measured at fair value through profit or loss
Financial assets valued at fair value through profit or loss include financial assets held for trading, financial assets
designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured
at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near
future. Derivatives, including embedded derivatives, are also classified as held for trading, unless defined as effective
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
hedging instruments. Financial assets with cash flows that are not only capital and interest payments are classified
and measured at fair value through profit or loss, irrespective of the business model.
(b)
Financial assets at amortized cost
The Company and the Group measure financial assets at amortized cost if both of the following conditions are met:
(a) the financial asset is retained in a business model in order to hold financial assets for the collection of contractual
cash flows; and (b) the contractual clauses of the financial asset generate cash flows on specific dates that consist
only of capital and interest payments on the balance of the original capital.
Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
(c)
Financial assets classified at fair value through total income
Upon initial recognition, the Company and the Group may choose to irrevocably classify its equity investments as
equity instruments at fair value through total income when they meet the definition of equity in accordance with IAS
32 Financial Instruments: Presentation and not held for trading purposes. Classification is determined by financial
instrument.
Profits and losses from these financial assets are never recycled to profits or losses. Dividends are recognized in the
income statement when the payment entitlement has been established, unless the Company benefits from such
income as a recovery of part of the cost of the financial asset, so that the gains are recognized in the statement of
comprehensive income. Equity instruments measured at fair value through total income are not subject to an
impairment test.
A financial asset is derecognized primarily when:
•
The rights to receive cash flows from the asset have expired, or
•
The Company and the Group have transferred their rights to receive cash flows from the asset or have
undertaken to fully pay the cash flows received without significant delay to a third party under a pass-
through agreement and either (a) the Company and the Group have transferred substantially all the risks
and rewards of the asset or (b) the Company and the Group have not transferred or held substantially all
the risks and estimates of the asset but have transferred the control of the asset.
When the Company and the Group have transferred the rights to receive cash flows from an asset or have entered
into a transfer agreement, they assess whether and to what extent they own the risks and rewards of ownership.
When the Company and the Group have not transferred or hold substantially all the risks and rewards of the asset
and have not transferred ownership of the asset, they continue to recognize the transferred asset to the extent of its
continued involvement. In this case, the Company and the Group also recognize any relevant obligation. The
transferred asset and the related liability are valued on the basis of the rights and obligations that the Company and
the Group hold.
Further disclosures about impairment of financial assets are also provided in the following notes:
•
Disclosure of important assumptions
•
Customers' receivables
4.8.11
Offsetting of financial instruments
Financial assets and liabilities are offset and presented in the statement of financial position in the statement of
financial position if there is a legal right to offset the amounts recognized and, in addition, if it is intended to clear the
net amount, i.e. fixed assets and liabilities to be offset at the same time.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.8.12
Trade receivables
Receivables from customers are recognized when there is an unconditional right to receive the consideration for the
client's contractual obligations to the entity. A contract asset is recognized when the Company and the Group have
satisfied their obligations to the customer before the customer pays or before the payment is due, for example when
the goods or services are transferred to the customer prior to the Company's right and also the Group’s right to issue
an invoice. Receivables from customers on credit are initially recognized at their fair value, which corresponds to the
nominal value, net of impairment losses.
Regarding non-doubtful trade receivables, the Company and the Group apply the simplified approach of IFRS 9 and
calculate the expected credit losses over the life of the receivables. For this purpose, the Group uses a maturity
forecast table based on the historical data for credit losses, adjusted for future factors in relation to borrowers and
the economic environment. The bad debts are evaluated one by one for the calculation of the relevant provision. The
amount of the provision is recognized in the statement of comprehensive income.
Write-offs of trade receivables are carried out through the provision that has been already formed. The write-offs
concern overdue receivables for which provision has been made in previous years. The probability of collection of
these receivables is low or zero, provided that the necessary legal procedures have been previously exhausted. The
final elimination of a trade receivable is performed in line with the recognition requirements of the local tax / trade
law.
4.8.13
Cash & cash equivalents
Cash & cash equivalents include cash in banks and in hand, as well as short-term highly liquid investments such as
repos and bank deposits with a maturity less than three months.
For the purposes of preparing the statement of cash flows, the time deposits are treated as cash and cash equivalents.
Restricted deposits are cash equivalents that are not immediately available for use. These cash equivalents cannot be
used by the Group or the Company until the occurrence of a specific point in time or of an event in the future.
Restricted deposits are included in other receivables in the statement of financial position.
4.8.14
Share Capital
The share capital includes the Company’s common shares. Direct expenses realized for the issue of shares are
presented after the deduction of the relevant income tax, and reduce the product of the issue.
4.8.15
Treasury Shares
The treasury shares refer to shares of the Company, which have been issued and subsequently repurchased by the
Company without being cancelled. Treasury shares do not reduce the number of shares issued, but they do reduce
the number of shares outstanding. Treasury shares are valued at acquisition cost and are deducted from shareholders’
funds. In the event of cancelation of treasury shares, the acquisition cost reduces the share capital and the treasury
reserve and any difference is charged to the balance of retained earnings.
4.8.16
Loans
Loans are initially registered at fair value, minus any direct expenses realized for the transaction. Subsequently loans
are valued at net book cost. Any difference between the received amount (net of relevant expenses) and the
repayment value is recognized in the results during the borrowing term according to the effective interest rate
method. Loans are characterized as short-term liabilities unless the Group has the final right to postpone payment
for at least 12 months following the balance sheet date.
4.8.17
Leases
Leases of fixed assets where the Company and the Group essentially maintains all the risks and benefits of ownership
are classified as financial leases. Financial leases are capitalized at the inception of the lease at the lower value
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
between the fair value of the fixed asset and the present value of minimum leases. Each lease payment is allocated
between the liability and the financial expenses so as to achieve a fixed interest rate on the balance of the liability.
The corresponding liabilities from leases, net of financial expenses, are presented in liabilities. The part of the lease’s
financing cost that refers to interest, is recognized in the results throughout the lease period in a way that assures a
fixed rate on the balance of the liability during each period. Fixed assets acquired with financial leasing are
depreciated within the smallest period between the useful life of the assets and the duration of their lease.
The Company and the Group recognize right-of-use assets at the start date of the lease period. Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses and are being adjusted based on any
re-measurement of the lease liability. The cost of right-of-use assets consists of the amount of the lease liability
recognized, initial direct costs and any lease paid on or before the commencement date of the lease term, less any
lease incentives received. Right-of-use assets are depreciated on a straight-line basis over their lease term.
At the commencement date of the lease, the Company and the Group measure the lease liability at the present value
of the lease payments, which are to be paid during the lease term. Leases consist of fixed rents (including essentially
fixed rents) less any receivables for lease incentives. For the discounting of leases, the Company and the Group utilize
the Group's differential borrowing rate given the fact that the assumed lease rate cannot be easily determined.
After the lease commencement date, the amount of lease liability increases based on the interest expenses
emanating from the liability and decreases as lease payments are being made. In addition, the book value of the lease
liability is re-measured if there are revaluations or modifications to the lease contractual agreement.
The Company and the Group have lease agreements for buildings, machinery, transport means as well as other
equipment utilized in their activities. Right-of-use assets are measured and subject to impairment testing as described
in note 4.8.8.
The lease payments of a short-term operating lease (for a term lower than 12 months) or leases of small value are
registered proportionately in the results throughout the duration of the lease period.
4.8.18
Employee benefits
4.8.18.1
Short-term benefits
Short-term employee benefits (apart from employment termination benefits) in money and in kind, are recognized
as an expense on an accrual basis.
4.8.18.2
Liabilities due to retirement
The group has both defined benefits and defined contribution schemes, according to the conditions and practices in
place in the countries where the Group is active.
The defined benefits schemes define a specific amount as pension payment / benefit, which an employee will receive
at in his / her retirement. Typically, this depends on a variety of factors such as age, length of service and
compensation.
Defined benefits scheme is defined a pension plan where within its framework the Group makes fixed contributions
and there is no legal or monetary liability to pay additional contributions in the event that the Fund's merits are
insufficient to compensate for the employees’ benefits for the current period and the previous periods.
The liability regarding the defined benefit schemes that is recognized in the financial position statement is the present
value of the commitment for the defined benefit at the date of the preparation of the financial statements, less the
fair value of the assets of the scheme (if any). The commitment of the defined benefit is calculated annually from an
independent actuary using the recommended credit unit's method. The present value of the commitment for the
defined benefit is calculated by the discount of future cash outflows using the interest rates of the high-rated treasury
bills, which are denominated in the currency at which the benefit will be paid and which have a duration that relates
to the duration of the related retirement obligation.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The Group recognizes in income statement the current cost of service and net financial income or expense.
Revaluations, which are consisted of actuary profits or losses, are recognized immediately in the financial position
statement with the relative debit or credit of the retained earnings through the other comprehensive income of the
period realized. The reassessments are not reclassified at the results of subsequent periods.
For defined benefits schemes the Group pays contributions to the social security funds of the State at obligatory base.
The Group does not have any other obligation to pay if it has paid its contributions. The contributions are recognized
as personnel expenses when due. Contributions that are pre-paid are recognized as an asset if there is a chance to
reimburse the money or to set-off with new obligations.
4.8.18.3
Share based payments
A number of key executives of the Group receive a reward (remuneration) in the form of benefits in terms of shares
of the Company, while the executives provide their services in exchange for this reward (remuneration). The cost of
these benefits has been predetermined by the Extraordinary General Meeting of Shareholders on December 20, 2023.
The reward will take place through the distribution of bonus shares to the beneficiaries, after the performance results
of specific objectives have been evaluated and approved by the Board of Directors. The reward (remuneration) is
recognized as an expense for the executives of the parent company in the period from the date of granting until the
date of maturity of the relevant rights. This is being performed with a simultaneous increase in equity and with an
increase in investments in subsidiaries when it concerns the executives of the subsidiary companies respectively.
In more detail, the “Long-Term Incentive Plan – Performance Stock Awards Program” (LTI) consists of three
independent distinct phases, while each phase includes a three-year performance period. The evaluation date for the
first phase has been set on December 31, 2025.
The 1st cycle provides for the award of free shares to the final beneficiaries within 2026, on the basis of achieving KPI
performance objectives during the period from 1.1.2023 to 31.12.2025.
The 2nd cycle provides for the award of free shares to the final beneficiaries within the year 2027, on the basis of
achieving KPI performance objectives during the period from 01.01.2024 to 31.12.2026.
The 3rd cycle provides for the award of free shares to the final beneficiaries within the year 2028, on the basis of
achieving KPI performance objectives during the period from 01.01.2025 to 31.12.2027.
It is not compulsory that an equal number of shares is distributed in each cycle. The participation of a beneficiary in
a cycle does not exclude its participation in the other cycles.
The reward via the LTI shall take place through the award of free performance shares to the beneficiaries in the 4th
year (i.e., in the following year of completion of each cycle), after the performance results of the KPIs have been
evaluated and approved by the Board of Directors. The Board of Directors shall determine the amount of the LTI for
each participant, in a way that the value of the free shares to be awarded does not exceed the annual amount of the
short-term plan (Bonus) of each participant during the first year of each cycle.
It is noted that: i) the maximum percentage of short-term plan (Bonus) of each participant during the first year of
each cycle, is limited to a maximum 50% of the annual fixed remuneration for each participant, and
ii) the total value of the shares to be awarded, for all participants, will not exceed for the 1st three-year cycle (2023
to 2025) the amount of 900,000 euros, for the 2nd three-year cycle (2024 to 2026) the amount of 1,100,000 euros
and for the 3rd three-year cycle (2025 to 2027) the amount of 1,300,000 euros.
In any case, the total number of shares to be allocated to all participants over the three three-year cycles will not
exceed 0.7% of the total number of existing shares or 467,953 shares.
Detailed information regarding the Long-Term Incentive Plan - Performance Stock Awards Program can be reached
here: Remuneration Policy EGM-20.12.2023
123
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.8.19
Recognition of income
Revenue is recognized at the amount which the Group expects to be entitled to in return for the transfer of goods or
services to a customer.
Revenue is defined as the amount that an entity expects to be entitled to receive in exchange for the goods or services
it has transferred to a client, except for amounts collected on behalf of third parties (value added tax, other sales tax).
Variable amounts are included in the consideration and are calculated using either the "expected value" method or
the "most likely amount" method.
The Group recognizes revenue when (or as it) meets the obligation to execute a contract by transferring the goods or
services promised to the customer. The customer acquires control of the good or service if the customer is able to
direct the use and derive virtually all the economic benefits from that good or service. Control is passed over a period
or at a specific time.
Revenue from the sale of goods is recognized when the control of the good is transferred to the customer, usually
upon delivery, and there is no unfulfilled obligation that could affect the acceptance of the good by the customer.
The five basic steps for the recognition of revenue from contracts with customers, according to IFRS 15 are the
following:
1.
Recognition of the contract with the customer,
2.
Recognition of performance commitments,
3.
Determination of the transaction price,
4.
Allocation of transaction price into the performance commitments, and
5.
Revenue recognition as performance commitments are satisfied.
The Group is active in the production and distribution of consumer products. The main products of the Company and
the Group are perfumes, personal care products, sunscreen products, hair care products as well as food packaging
products, plastic garbage bags and household cleaning products. Net proceeds from sales are measured at the fair
value of the consideration received or receivable and are declared net of discounts on sales and the consideration
paid to customers. These are, in particular, incentives to promote sales which are recorded as deductions from sales.
The customer receivable is recognized when there is an unconditional right for the entity to receive the consideration
for the contractual obligations performed to the customer. A contract asset is recognized when the Company and the
Group have satisfied their obligations to the customer before the customer pays or before the payment is due, for
example when the goods or services are transferred to the customer prior to the Company's right and Group to issue
an invoice.
The contractual obligation is recognized when the Company and the Group receive a consideration from the client
(prepayment) or when it retains the right to a price that is unconditional (deferred income) before performing the
obligations of the contract and the transfer of the goods or services. The contractual obligation is de-recognized when
the contractual obligations are executed and the income is recorded in the income statement.
Classification of revenue is as follows:
i.
Sales of goods
Sales of goods are recognized when the Group delivers the property and risks associated with the ownership
of the goods to the customers, the goods are accepted by them and the collection of the receivable is
reasonably assured.
ii.
Interest income
Interest income is recognized on a time proportion basis using the effective interest rate.
iii.
Rental income
Receivables from rentals are recognized in the income statement on the basis of the rental amount
corresponding to the period under review.
iv.
Income from Dividends
Dividends are recognized as income when the right to receive the dividend is established.
4.8.20
Government grants
The Group recognizes the government grants that cumulatively satisfy the following criteria:
124
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
There is reasonable certainty that the company has complied or will comply to the conditions of the
grant and
It is probable that the amount of the grant will be received.
Government grants that relate to acquisition of fixed assets are presented as a deferred income in liabilities and
recognized in the results during the useful life of the fixed assets such refer to.
4.8.21
Contingent Liabilities and Provisions
Provisions are booked when the Group has a present, legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
measured. The provisions are reviewed at every balance sheet date and are adjusted so as to reflect the present value
of the expense deemed necessary to settle the liability. Contingent liabilities are not recorded in the financial
statements but are disclosed, except if the probability of an outflow of resources that embody economic benefits is
very small. Contingent assets are not recorded in the financial statements but are disclosed if the inflow of economic
benefits is probable.
4.8.22
Dividend Distribution
Dividend distribution to shareholders of the parent from the period’s profit, are recognized as a liability in the
individual and consolidated financial statements on the date when the distribution is approved by the General
Shareholders’ Meeting
.
4.8.23
Earnings per share
Basic earnings per share are calculated by dividing the net earnings attributable to the shareholders of the parent
company by the weighted average number of shares outstanding. The weighted average number of common shares
outstanding during the year is the number of common shares outstanding at the beginning of the year, adjusted by
the number of common shares purchased or issued during the year multiplied by a time weighting factor.
4.8.24
Current and deferred taxation
The period’s charge with income tax consists of current taxes and deferred taxes. Tax is recognized in the “Statement
of comprehensive income”, unless it is related to amounts recognized directly in “Equity”. In the latter case tax is also
recognized in Equity.
Income tax on earnings, is calculated based on the tax law in effect during the balance sheet date in countries where
the Group’s activities are carried out and is recognized as an expense during the period when earnings are gained.
Management periodically reviews cases where the relevant tax law needs clarifications when interpreted. When
deemed necessary provisions are made on the amounts expected to be paid to the tax authorities.
Deferred income tax is calculated according to the liability method which results from the temporary differences
between the book value of assets or liabilities in the financial statements with their respective tax base. Deferred
income tax is not recorded if such results from the initial recognition of an asset or liability in a transaction, apart
from a business combination, which did not affect the accounting or the tax profit or loss when realized. Deferred tax
is defined according to the tax rates and laws in effect during the balance sheet date and those expected to be
effective when the deferred tax assets will be realized or the deferred tax liabilities repaid.
Deferred tax assets are recognized to the extent that there will be future taxable profit for the use of the temporary
difference that creates the deferred tax asset. Deferred tax assets and liabilities are offset only when the law permits
the offsetting of tax assets and liabilities and given that the deferred tax assets and liabilities arise from the same tax
authority on one entity that is taxed or on different entities when the settlement is intended to take place through
offsetting.
125
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.9
FINANCIAL RISK MANAGEMENT
4.9.1
Capital Management
The Group’s objectives as regards to management of capital, is to reassure the ability for the Group’s smooth
operation, aiming at providing satisfactory returns to shareholders and to maintain an ideal capital structure by
reducing thus the cost of capital. The Group monitors its capital based on the leverage ratio. The leverage ratio is
calculated by dividing net debt with total employed capital. Net debt is calculated as “Total debt” (including “short`-
term and long-term debt” as presented in the Statement of Financial Position) minus “Cash and cash equivalents”,
“Financial assets available for sale” and “financial assets at fair value through the profit and loss”. The calculation of
net debt does not include the purchase of treasury shares. Total employed capital is calculated as “Shareholders’
Equity” as presented in the statement of financial position plus net debt. The leverage ratio on 31 December 2023
and 31 of December 2022 respectively was as follows:
Amounts in €
Group
31.12.2023
31.12.2022
Total Debt
70,345,269
48,073,527
Minus
Cash & cash equivalents
(111,009,417)
(60,679,908)
Financial assets at fair value through profit and loss
(2,955,187)
(2,738,925)
Net Debt
(43,619,335)
(15,345,306)
Shareholders' Equity
353,641,101
328,668,070
Total Employed Capital
310,021,765
313,322,764
Leverage Ratio
-14.07%
-4.90%
4.9.2
Financial Instruments
The Group’s financial instruments mainly consist of bank deposits, bank overdrafts, trade debtors and creditors,
investments in securities, other liabilities.
The financial assets and liabilities during the date of the financial statements can be classified as follows:
Amounts in €
Non-current assets
Other long-term receivables
Group
Company
31.12.2023
39,418,906
31.12.2022
38,716,279
31.12.2023
119,809
31.12.2022
150,609
Total
39,418,906
38,716,279
119,809
150,609
Current assets
Trade receivables
101,298,653
98,423,702
44,230,796
53,266,562
Other receivables
6,056,046
7,234,098
39,842,547
39,941,137
Cash & cash equivalents
111,009,417
60,679,908
9,389,672
22,536,726
Financial assets at fair value through profit and loss
2,955,187
2,738,925
2,955,187
2,738,925
Total
221,319,304
169,076,632
96,418,202
118,483,350
Long-term Liabilities
Loans
56,107,412
20,710,000
56,107,412
20,710,000
Lease liabilities
13,568,292
12,521,523
8,934,799
8,877,360
Provisions and other long-term liabilities
10,635,659
9,513,841
0
0
Total
80,311,363
42,745,364
65,042,211
29,587,360
Short-term Liabilities
Loans
14,237,857
27,363,527
14,237,857
7,095,000
Lease liabilities
5,142,009
4,523,153
2,255,766
2,090,147
Suppliers
70,025,872
70,145,754
38,068,257
37,338,374
Other liabilities
12,633,262
10,957,992
8,598,113
7,089,167
Total
102,039,000
112,990,426
63,159,993
53,612,687
126
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.9.3
Definition of fair values
The following table presents the fixed assets measured at fair value, according to the measurement method. The
different categories are as follows:
•
Published market prices (without amendment or adjustment) for the financial assets traded in active money
markets (level 1)
•
Measurement or valuation techniques based directly on publicized market prices or calculated indirectly from
publicized market prices for similar instruments (level 2).
•
Measurement or valuation techniques that are not based on available information from current transactions in
active money markets (level 3).
During the fiscal year there were no transfers between levels 1 and 2, nor transfers in and out of level 3 for purposes
of fair value measurement.
The financial assets measured at fair value during 31 December 2023, are as follows:
Group
Assets
Level 1
Level 2
Level 3
Total
Tangible fixed assets
0
56,373,419
0
56,373,419
Investments in Property
0
6,755,674
0
6,755,674
Financial Assets at Fair Value through Profit and Loss
2,955,187
0
0
2,955,187
Company
Assets
Level 1
Level 2
Level 3
Total
Tangible fixed assets
0
31,958,640
0
31,958,640
Investments in Property
0
2,145,508
0
2,145,508
Financial Assets at Fair Value through Profit and Loss
2,955,187
0
0
2,955,187
The fair value of own- use tangible fixed assets and investments in property is carried out by approved appraiser
based on international rules and standards, taking into account comparative data of recent or past realized real estate
prices in the wider real estate area if they exist or with the method of amortized replacement cost (DRC) as well as
its special characteristics such as location, size, construction quality and maintenance condition.
The fair value of fixed assets traded on active markets (i.e. derivatives, equity, bonds, mutual funds), is defined based
on the published prices in effect during the end of the reporting period. A market is considered “Active” when there
are available and revised prices in frequent intervals that are published by a stock exchange, broker, sector, rating
agency or regulatory authority. Such financial instruments are included in level 1.
The fair value of fixed assets not traded on active markets (i.e. over the counter derivative contracts) is defined using
valuation techniques that are based primarily on available information for transactions carried out in active markets,
while they use the least possible estimations by the entity. Such financial instruments are included in level 2.
If the valuation techniques are not based on available market information, then the financial instruments are included
in level 3.
4.9.4
Foreign exchange risk
Currency risk is the probability that the fair value of a financial instrument's cash flows will fluctuate due to changes
in foreign exchange rates.
The Group operates in an environment characterized by relatively high foreign exchange risk given that almost 60%
of the Group’s total turnover comes from subsidiary companies in the Eastern and Southern European countries
where the volatility of foreign exchange rates has recently been high.
The main currencies in which transactions are carried out by the Group, besides Euro, are the following: Polish Zloty,
Romanian Leu, Serbian Dinar, Ukrainian Hryvnia, Hungarian Forint and Czech Koruna.
The Management of the Group is constantly examining the currencies’ fluctuations, and takes appropriate measures
where necessary.
127
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
On 31 December 2023, if the euro had depreciated by 5% against the following currencies, with all other variables
remaining constant, the effect on the statement of comprehensive income and on the equity of the Group for each
currency separately, would be as follows:
Impact
P&L
Equity
PLN
429,286
10,027,334
RON
652,475
940,886
RSD
181,733
1,893,392
UAH
113,687
1,044,666
HUF
36,374
224,447
CZK
217,333
845,130
An appreciation by 5% against the relevant currencies, would have an equivalent but opposite effect on the above
currencies with the amounts presented above, given that all other variables remain constant.
4.9.5
Interest Rate Risk
Interest rate risk is the possibility that the fair value of a financial instrument's future cash flows will fluctuate due to
changes in interest rates of the market.
The Group’s objective is to achieve an optimal balance between borrowing cost and the potential effect of interest
rate changes on earnings and cash flows. The Group monitors and manages its debt and overall financing strategies
using a combination of short and long-term debt. It is Group policy to continuously review interest rate trends along
with its financing needs. Daily working capital requirements are typically financed with operational cash flow and
through the use of various committed lines of credit. The interest rate on these short-term borrowing arrangements,
is generally determined as the inter-bank offering rate at the borrowing date plus a pre-set margin. The mix of fixed-
rate debt and variable-rate debt is managed within Group policy guidelines.
All the Group's debt liabilities are linked to floating interest rates. With the Group's total debt as a reference point on
31/12/2023, in a hypothetical increase or decrease in the interest rate (cost of debt) by 0.5%, the Group's financial
results would be negatively or positively affected, respectively, by 0.35 million Euros.
Group
Lender/Bank
Currency
Nominal
interest rate
Year of
maturity
Pledge
type
Carrying
amount
Unsecured bank loans
Bond loans
EUR
EUR
EUR
EUR
EUR
EUR
EUR
Euribor 1m +
2,4%
Euribor 6m +
1,55%
Euribor 6m +
1,55%
Euribor 6m +
1,4%
Euribor 3m +
1,3%
Euribor 6m +
1,2%
Euribor 6m +
1,25%
2024
2027
2028
2025
2026
2028
2029
-
-
-
-
-
-
-
19,160,000
5,000,000
6,350,000
7,810,000
51,185,269
6,550,000
19,778,126
12,000,000
12,857,143
Total
70,345,269
4.9.6
Credit Risk
Credit risk consists of the possibility that a counterparty will cause the Group to incur a financial loss due to the breach
of respective contractual obligations.
128
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The maximum credit risk which the Group and the Company are exposed to, at the date of preparation of the financial
statements, is the book value of their financial assets.
The Group’s trade receivables mainly come from wholesale clients.
The defaulted payments from customers do not constitute a significant amount which may potentially and negatively
affect the smooth liquidity of the Group and the Company in combination with the expanded customer base and its
dispersion. As a result, there is no significant concentration of credit risk in relation to such receivables.
The financial position and the creditworthiness of the customers are constantly monitored by the Group companies,
which evaluate the size of the credit provision as well as the credit limits of the accounts, in accordance with the
applied credit policy, in an effort to effectively manage the receivables before they become overdue but also even
when they become overdue or doubtful. For credit risk monitoring purposes, the Group’s customers are classified
according to the category they belong to, their credit risk characteristics, the maturity of the respective claims and
any previous collection problems they might have arisen taking into account future factors in relation to both the
customers as well as the economic environment. The Group has concluded credit insurance agreements for certain
internal and external customer channels. Wherever there is a possibility of non-collection of receivables, then
provisions for doubtful cases are being formed which are recognized in the statement of comprehensive income.
Write-offs of trade receivables are carried out through the provision that has been already formed. The write-offs
concern overdue receivables for which provision has been made in previous years. The probability of collection of
these receivables is low or zero, provided that the necessary legal procedures have been previously exhausted. The
final elimination of a trade receivable is performed in line with the recognition requirements of the local tax / trade
law.
A relevant analysis is presented in note 4.10.5.
The Group's cash and cash equivalents are mainly invested in counterparties with a high credit rating and for a short
period of time.
The financial items that have been categorized as measured at fair value through results concern investments in
equities listed on the Athens Exchange, Greece. These financial assets are estimated not to expose the Group and the
Company to significant credit risk.
Regarding the trade and other receivables, the Company and the Group apply the simplified approach of IFRS 9 and
calculate expected credit losses throughout the lifetime of the receivables. For this purpose, the Management utilizes
a table of credit loss provisions based on the maturity of balances and also based on the historical data for credit
losses, adjusted for future factors in relation to the debtors and the economic environment. Bad debts are evaluated
one by one in order to calculate the respective provision. The amount of the provision is recognized in the statement
of comprehensive income. There was no change in the methodology applied as compared to the previous year.
The financial assets that present a low risk of default and a strong probability to meet contractual cash flow
requirements are considered performing ones. Non-performing financial assets are considered those for which there
are objective indications of credit losses at the reporting date and there are limited expectations of recovering the
respective contractual cash flows.
The following tables present the exposure of the Group and the Company to the credit risk of trade and other
receivables at the book value before impairment:
129
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Group
31.12.2023
Performing
Non-Performing
Total
Trade receivables
101,949,170
4,831,330
106,780,500
Other short-term receivables
6,056,046
607,592
6,663,638
Other long-term receivables
39,418,906
0
39,418,906
Total
147,424,123
5,438,922
152,863,045
Group
31.12.2022
Performing
Non-Performing
Total
Trade receivables
98,871,428
4,250,431
103,121,859
Other short-term receivables
7,234,098
606,899
7,840,997
Other long-term receivables
38,716,279
0
38,716,279
Total
144,821,805
4,857,330
149,679,135
Company
31.12.2023
Performing
Non-Performing
Total
Trade receivables
44,577,161
3,929,329
48,506,490
Other short-term receivables
39,842,547
558,243
40,400,790
Other long-term receivables
119,809
0
119,809
Total
84,539,517
4,487,572
89,027,089
Company
31.12.2022
Performing
Non-Performing
Total
Trade receivables
53,451,910
3,442,689
56,894,599
Other short-term receivables
39,941,137
558,243
40,499,379
Other long-term receivables
150,609
0
150,609
Total
93,543,656
4,000,931
97,544,588
4.9.7
Liquidity Risk
Liquidity risk consists of the risk that the Group or the Company may not be able to fulfil financial liabilities when
required.
Prudent liquidity risk management implies the existence of a balance between cash flows as well as funding through
adequate amounts of committed credit facilities. The Group closely monitors the amount of short-term and long-
term funding as well as the proportion of such towards total debt and the composition of total debt, manages the
risk that could arise from the lack of sufficient liquidity and secures that necessary borrowing facilities are maintained.
The Group has sufficient credit line facilities that could be utilized to fund any potential shortfall in cash resources.
The Group takes care to manage working capital in such a way as to minimize potential liquidity and cash flow risks.
The conventional liquidity of financial liabilities (non-discounted cash flows) as of December 31, 2023, and 2022 for
the Group and the Company is analyzed as follows:
130
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Group
Maturity of liabilities 2023
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
53,964,555
2,142,857
56,107,412
Short-term loans
9,618,929
4,618,929
14,237,857
Lease liabilities
2,947,577
2,636,522
11,937,935
2,663,872
20,185,906
Suppliers
70,021,266
4,277
329
0
70,025,872
Other Liabilities
4,359,963
63,170
778,667
63,662
5,265,463
Total
86,947,735
7,322,898
66,681,486
4,870,392
165,822,510
Group
Maturity of liabilities 2022
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
20,710,000
20,710,000
Short-term loans
4,880,152
22,483,375
27,363,527
Lease liabilities
2,524,611
2,312,886
10,225,867
3,426,064
18,489,428
Suppliers
70,145,888
44
(178)
70,145,754
Other Liabilities
3,464,376
1,633,199
715,088
95,182
5,907,845
Total
81,015,028
26,429,504
10,940,776
24,231,246
142,616,553
Company
Maturity of liabilities 2023
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
53,964,555
2,142,857
56,107,412
Short-term loans
9,618,929
4,618,929
14,237,857
Lease liabilities
1,269,991
1,266,198
7,525,667
2,203,170
12,265,026
Suppliers
38,066,395
1,862
38,068,257
Other Liabilities
2,498,914
2,349,738
1,462,834
6,311,486
Total
51,454,228
8,236,727
62,953,056
4,346,027
126,990,038
Company
Maturity of liabilities 2022
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
20,710,000
20,710,000
Short-term loans
3,547,500
3,547,500
7,095,000
Lease liabilities
1,206,944
1,133,076
6,814,236
2,955,600
12,109,856
Suppliers
37,338,374
37,338,374
Other Liabilities
2,384,090
2,311,125
1,133,616
5,828,831
Total
44,476,908
6,991,701
7,947,852
23,665,600
83,082,061
It is noted that Other Liabilities do not include grants and transitional liability accounts.
4.9.8
Raw Material Price Risk
The Group is exposed to price volatility in the basic raw materials it uses for products that manufactures in its own
production facilities.
The basic raw materials used by the Group for the Perfume, Cosmetics and Face Care products are perfumes, oils and
chemicals.
The prices of raw materials in perfumes, cosmetics and facials do not fluctuate significantly, and any differences are
eliminated by gradually transferring volumes from one supplier to another when necessary, maintaining active
alternative suppliers and creating security stocks.
The basic raw materials used by the Group for the categories of household products (food packaging products and
plastic waste bags) are aluminum (in jumbo rolls), plastic (PVC / LDPE Clingfilm in Jumbo rolls) and polyethylene
(HDPE, LDPE, LLDPE).
Regarding the effect of fluctuations in the prices of aluminum and plastic, the Group proceeds to the closing of price
at short intervals, and in addition creates a security stock when it deems it necessary.
However, in the scenario where the cost of products that are based on aluminum and plastic increases at the same
time by 3%-5%, then by keeping all other parameters stable, the burden on the Group's cost of sales will vary between
1.5 and 2.5 million euro.
131
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10
EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS
4.10.1
Segment Reporting
For administrative and reporting purposes, the Group is organized into six core business activities: Beauty / Skin / Sun
Care, Personal Care, Home Care, Private Label (Polipak), Strategic Partnerships and Other Sales. Regarding the
Strategic Partnerships, it should be noted that they are further analyzed into the categories of Mass and Selective
Distribution products. The Management monitors the operating results of the business segments separately, in
accordance with IFRS 8 - Operating Segments, with the objective to evaluate the performance and decision making
as regards to the allocation of resources. The Group’s results per business segment are analyzed as follows:
For the period 01/01/2023 - 31/12/2023:
Commercial Activity Sectors
Beauty/Skin/S
un Care
Personal Care
Home Care
Private Label
(Polipak)
Strategic
Partnerships
Mass
Distribution
Selective
Distribution
Other Sales
Continued
Operations
Discontinued
Activities
Total
Income from external customers
48,170,834
102,766,319
164,063,953
30,701,749
132,551,736
85,964,607
46,587,129
3,915,286
482,169,875
0
482,169,875
Earnings before interest & tax (EBIT)
5,386,239
13,185,987
22,382,128
(257,981)
7,431,600
6,002,114
1,429,486
(1,076,758)
47,051,216
0
47,051,216
Interest income
301,711
643,663
1,027,592
192,296
830,220
538,428
291,792
24,523
3,020,005
0
3,020,005
Interest expenses
(373,247)
(796,276)
(1,271,235)
(237,890)
(1,027,065)
(666,089)
(360,976)
(30,337)
(3,736,051)
0
(3,736,051)
Earnings before tax
5,545,321
13,525,368
22,923,942
(156,590)
7,869,346
6,286,008
1,583,338
(1,063,828)
48,643,560
0
48,643,560
Income tax
1,070,850
2,611,868
4,426,815
0
1,519,640
1,213,884
305,757
0
9,629,174
0
9,629,174
Earnings / losses after tax
4,474,471
10,913,500
18,497,127
(156,590)
6,349,706
5,072,124
1,277,582
(1,063,828)
39,014,386
0
39,014,386
Depreciation / amortization
1,355,880
2,892,597
4,617,962
1,835,409
3,730,977
2,419,674
1,311,303
110,205
14,543,029
0
14,543,029
Earnings before interest, tax,
depreciation & amortization (EBITDA)
6,742,120
16,078,584
27,000,090
1,577,428
11,162,577
8,421,788
2,740,790
(966,554)
61,594,245
0
61,594,245
For the period 01/01/2022 - 31/12/2022:
Commercial Activity Sectors
Beauty/Skin/S
un Care
Personal Care
Home Care
Private Label
(Polipak)
Strategic
Partnerships
Mass
Distribution
Selective
Distribution
Other Sales
Continued
Operations
Discontinued
Activities
Total
Income from external customers
36,483,243
87,663,420
156,691,745
32,983,961
126,713,857
82,484,274
44,229,584
4,533,597
445,069,823
1,337,669
446,407,493
Earnings before interest & tax (EBIT)
4,724,975
8,514,771
11,944,459
1,089,286
6,545,416
4,655,275
1,890,141
(580,981)
32,237,926
20,302,729
52,540,654
Interest income
31,496
75,679
135,271
28,475
109,391
71,208
38,183
3,914
384,226
0
384,226
Interest expenses
(186,181)
(447,363)
(799,628)
(168,324)
(646,645)
(420,933)
(225,712)
(23,136)
(2,271,277)
0
(2,271,277)
Earnings before tax
4,685,765
8,420,555
11,776,055
1,053,836
6,409,231
4,566,625
1,842,606
(585,854)
31,759,589
19,364,833
51,124,421
Income tax
795,437
1,429,440
1,999,057
178,895
1,088,006
775,212
312,794
0
5,490,836
225,794
5,716,630
Earnings / losses after tax
3,890,328
6,991,115
9,776,998
874,941
5,321,225
3,791,413
1,529,812
(585,854)
26,268,753
19,139,038
45,407,791
Depreciation / amortization
1,054,423
2,533,611
4,528,639
1,385,330
3,662,230
2,383,926
1,278,305
131,028
13,295,262
1,187
13,296,449
Earnings before interest, tax,
depreciation & amortization (EBITDA)
5,779,398
11,048,382
16,473,098
2,474,616
10,207,647
7,039,200
3,168,446
(449,953)
45,533,187
20,303,916
65,837,103
Notes:
For administrative purposes on 31/12/2023, the Group monitors the operating results in the above business sectors.
Subsequently, previous year's (2022) figures have been adjusted to be comparable to the ones of the current year.
-
Discontinued activities in the comparable year 2022 refers to income from the company ELCA Cosmetics Ltd. and
its subsidiaries, and the permanent withdrawal from the Russian market, where the Company operated through its
100% indirect subsidiary, HOZTORG LLC.
-
The calculation of financial income & expenses and depreciation, amortization has been proportionately based
on the sales of each business activity of the Group. The calculation of income tax is based proportionately on the
earnings before tax of each of the Group’s business activity.
The allocation of consolidated assets and liabilities to the Group’s business segments is analyzed as follows:
Group
Beauty/Skin/Sun Care
Personal Care
Home Care
Private Label (Polipak)
Strategic Partnerships
Mass Distribution
Selective Distribution
Other Sales
Total
Assets
Total
Liabilities
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
31.12.2022
553,543,277
199,902,176
499,944,224
169,199,809
51,762,385
19,609,153
38,876,528
11,826,193
110,428,435
41,833,622
93,414,103
28,416,457
176,296,336
66,786,370
166,970,656
50,792,272
68,414,305
16,120,687
60,825,707
35,620,487
142,434,612
53,958,528
135,026,232
41,074,816
92,374,010
34,994,062
87,895,206
26,737,615
50,060,602
18,964,466
47,131,025
14,337,201
4,207,204
1,593,816
4,830,999
1,469,584
132
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Information by geographical region
The Group’s sales and non-current assets by geographical region are analyzed as follows:
Country Turnover (€ mil)
01.01 -
31.12.2023
01.01 -
31.12.2022
Greece (incl. Portugal and
156,012,584
150,441,152
Selected International Markets)
Poland
110,378,361
107,265,179
Romania
79,119,174
69,004,250
Czech-Slovakia
41,126,852
32,838,490
West Balcans
37,522,169
33,788,181
Ukraine
25,265,021
22,507,325
Bulgaria
19,736,376
16,552,806
Hungary
13,009,338
12,672,440
Discontinued activities
0
1,337,669
Total
482,169,875
446,407,493
-
The Discontinued Activities in the comparable fiscal year 2022 relate to the permanent withdrawal from the
Russian market, in which the Company operated through its 100% indirect subsidiary, trading company, HOZTORG
LLC.
-
The Western Balkans geographical area includes sales in Serbia, Bosnia-Herzegovina, North Macedonia and
Slovenia.
Non Current Assets
31.12.2023
31.12.2022
Greece (incl. Portugal and
89,440,647
84,330,571
Selected International Markets)
Poland
64,484,150
59,362,763
Cyprus
39,139,655
38,364,659
Czech-Slovakia
15,801,463
16,360,419
Ukraine
14,486,143
15,298,706
Romania
5,463,825
5,704,243
Bulgaria
1,941,829
676,504
West Balcans
1,880,486
1,098,096
Hungary
1,649,665
1,533,354
France
633
615
Total
234,288,496
222,729,930
133
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.2
Investments in subsidiaries, associates
The movement of the Company’s participations in subsidiaries is analyzed as follows:
Amounts in €
Company
31.12.2023
31.12.2022
Opening Balance
116,062,279
107,598,517
Acquisitions
74,080
8,463,762
Share capital increase
68,814,573
0
Impairment
(5,000)
0
Closing balance
184,945,932
116,062,279
The share capital increase of 68.8 million Euros during the fiscal year 2023 concerns the participation in the share
capital increase of the subsidiary company Sarantis Polska SA, in order to complete both the acquisition of Stella Pack
Group and the acquisition of the remaining 20% stake in the share capital of its subsidiary Polipak sp.z.o.o.
Furthermore, the additions recorded to the Company's equity holdings amounting to 0.7 million Euros concern the
recognition of part of the reward (remuneration) in the form of benefits based on Company's shares through the
Bonus Share Distribution Program granted to the executives of the subsidiary companies (see note 4.8.18.3).
The movement of the Group’s participations in associate companies and joint ventures is analyzed as follows:
Group
31.12.2023
31.12.2022
Opening Balance
0
29,606,078
Participation on associates gains
0
516,800
Cost of disposals
0
(30,123,581)
Foreign exchange differences
0
703
Ending Balance
0
0
On June 15, 2022, the Group entered into an agreement to sell its 49% participation in ELCA Cosmetics Ltd and its
subsidiaries (ESTEE LAUDER HELLAS S.A., ESTEE LAUDER BULGARIA EOOD and ESTEE LAUDER ROMANIA S.A.) to ESTEE
LAUDER EUROPE for a total price of € 55.2m.
4.10.3
Goodwill
The goodwill of the Group and the Company are analyzed as follows:
Amounts in Euros
Group
Company
Balance as at 1.1.2023
7,631,304
1,100,000
Foreign exchange differences
140,687
0
Balance as at 31.12.2023
7,771,991
1,100,000
Amounts in Euros
Group
Company
Balance as at 1.1.2022
7,662,556
1,100,000
Foreign exchange differences
(31,252)
0
Balance as at 31.12.2022
7,631,304
1,100,000
The Group and the Company check on an annual basis for a likely impairment of the existing goodwill, in which case
the impairment is recognized in the income statement. For the fiscal year 2023, the assumptions used per country
are as follows:
Assumptions 2023
D. Koukouzelis -
Greece (PIC)
Elmiplant-
Romania
Polipak-Poland
Trade 90-
Hungary
Astrid
Τ.Μ.
-
Czech Rep.
Indulona-
Slovakia &Czech
Rep.
Ergopack-
Ukraine
WACC
9.7%
15.5%
12.1%
14.9%
10.8%
9.4%
23.1%
Risk free rate
2.4%
6.7%
5.8%
7.5%
4.4%
2.4%
2.4%
Rate of Increase rate 5+
1.2%
2.5%
2.3%
3.4%
2.5%
2.0%
7.0%
ΕΒIΤ
(4yr horizon)
8,2% - 10,4%
19,7% - 21,8%
9,5% - 12,3%
7,5% - 11,7%
16,8% - 18,2%
11,4% - 15,5%
9,5% - 13,8%
Goodwill balance
1,100,000
2,148,335
2,185,747
1,285,763
236,776
270,626
544,744
134
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The recoverable amount of the above cash generating units was determined using the value in use method. The value
in use was determined based on the projected cash flows derived from four year plans approved by management,
with these cash flows projected over to perpetuity. The annual assessment did not result in an impairment of the
existing goodwill.
The basic assumption used by Management to calculate their projected cash flows in the context of its annual audit
for the impairment of goodwill are as follows:
•
The budgeted earnings before interest and taxes were calculated based on last years’ historical data
adjusted in order to take into account the expected changes in operating performance.
4.10.4
Inventories
The inventories are analyzed as follows:
Group
31.12.2023
31.12.2022
Merchandise
62,855,615
71,455,753
Products
13,521,958
12,169,408
Raw Materials
19,227,537
22,731,308
Prepayments for stock purchase
2,563,489
3,200,655
Impairment due to obsolescence
(233,122)
(1,419,462)
Total
97,935,477
108,137,662
Company
31.12.2023
31.12.2022
Merchandise
18,060,328
20,810,003
Products
11,368,825
11,066,289
Raw Materials
13,261,891
13,630,868
Prepayments for stock purchase
1,776,282
1,928,387
Impairment due to obsolescence
0
(780,861)
Total
44,467,326
46,654,686
There is no pledge over the Group’s and the Company’s inventories.
The analysis of the provision for the impairment due to obsolescence is as follows:
Group
31.12.2023
31.12.2022
Opening Balance
1,419,462
3,037,080
Provision
2,915,324
4,425,706
Use of provision
(4,104,789)
(6,003,251)
Foreign exchange differences
3,125
(30,563)
Discontinued activities
0
(9,510)
Closing balance
233,122
1,419,462
Company
31.12.2023
31.12.2022
Opening Balance
780,861
2,660,000
Provision
1,375,916
2,256,327
Use of provision
(2,156,777)
(4,135,466)
Closing balance
0
780,861
During the current fiscal year, the Group and the Company proceeded into destruction of stock amounting to 4.1
million Euros and 2.2 million Euros in total respectively, whereas the corresponding amounts in 2022 had settled at 6
million Euros and 4.1 million Euros respectively.
4.10.5
Trade and other receivables
The trade receivables account is analyzed as follows:
135
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Group
31.12.2023
31.12.2022
Trade receivables
89,021,882
82,762,513
Minus provisions
(3,081,847)
(2,298,157)
Net trade receivables
85,940,035
80,464,355
Checks and notes receivable
17,758,618
20,359,346
Minus provisions
(2,400,000)
(2,400,000)
Net checks and notes receivable
15,358,618
17,959,346
Total
101,298,653
98,423,702
Company
31.12.2023
31.12.2022
Trade receivables
32,254,120
37,428,780
Minus provisions
(1,875,694)
(1,228,037)
Net trade receivables
30,378,426
36,200,744
Checks and notes receivable
16,252,370
19,465,819
Minus provisions
(2,400,000)
(2,400,000)
Net checks and notes receivable
13,852,370
17,065,819
Total
44,230,796
53,266,562
On 31
st
December 2023 and 2022, the maturity of the current and overdue trade receivables, was as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Current (Not past due)
0-90 days
91-180 days
over 180 days
88,989,360
6,596,367
1,819,540
9,375,234
106,780,500
86,562,793
5,342,217
3,000,314
8,216,534
103,121,859
35,868,199
2,326,861
1,765,144
8,546,287
48,506,490
42,940,481
3,544,932
2,901,984
7,507,201
56,894,599
The Group and the Company apply the simplified approach of IFRS 9 for the calculation of expected credit losses for
all trade receivables across their total life.
Expected loss rates are based on the historical credit losses of the group and the Company that occurred during the
three-year period before the end of the period. Historical loss rates are then adjusted for current and future
information on macroeconomic factors affecting the Group and the Company's customers.
The tables below present the credit risk analysis of the Group and the Company:
Group
Trade receivables
Current
<90
90-180
181+
Total
Total trade receivables
88,989,360
6,596,367
1,819,540
9,375,234
106,780,500
Expected credit loss
43,289
86,774
104,992
5,246,792
5,481,847
Percentage expected credit loss
0.05%
1.32%
5.77%
55.96%
5.13%
Company
Trade receivables
Current
<90
90-180
181+
Total
Total trade receivables
35,868,199
2,326,861
1,765,144
8,546,287
48,506,490
Expected credit loss
24,930
36,017
34,862
4,179,885
4,275,694
Percentage expected credit loss
0.07%
1.55%
1.98%
48.91%
8.81%
136
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The other receivables are analyzed as follows:
Group
31.12.2023
31.12.2022
Restricted cash
595,000
0
Accounts receivable in legal contest
474,485
473,793
Sundry Debtors
3,353,806
5,361,287
Short-term Lease Receivables
0
111,679
Prepayments and accrued income
2,205,140
1,815,266
Accounts for management of prepayments & credits
35,207
78,971
Minus provisions
(607,592)
(606,899)
Total
6,056,046
7,234,098
It is noted that the restricted deposit accounts concern a loan servicing reserve account.
The analysis of the provision for trade receivables and for other receivables is as follows:
Group
31.12.2023
31.12.2022
Opening Balance
5,305,057
5,968,429
Additions for the year
855,274
462,381
Receivables written off
(13,572)
(873,639)
Amounts offset
(20,500)
(15,838)
Foreign exchange differences
(36,819)
(117,370)
Discontinued activities
0
(118,905)
Closing balance
6,089,439
5,305,057
Company
31.12.2023
31.12.2022
Opening Balance
4,186,280
4,687,782
Additions for the year
647,657
178,938
Receivables written off
0
(680,441)
Closing balance
4,833,937
4,186,280
The Other long-term receivables are analyzed as follows:
Group
31.12.2023
31.12.2022
Other long-term receivables
39,418,906
38,716,279
Other long-term receivables
39,418,906
38,716,279
Company
31.12.2023
31.12.2022
Other long-term receivables
119,809
150,609
Other long-term receivables
119,809
150,609
Company
31.12.2023
31.12.2022
Restricted cash
595,000
0
Accounts receivable in legal contest
425,136
425,136
Sundry Debtors
758,273
1,748,928
Receivables from dividends
37,279,552
37,222,830
Short-term Lease Receivables
0
111,679
Prepayments and accrued income
1,307,622
946,449
Accounts for management of prepayments & credits
35,207
44,357
Minus provisions
(558,243)
(558,243)
Total
39,842,547
39,941,137
137
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The largest part of the item “Other long-term receivables” of the Group relates to the discounted receivable from the
sale of the Company’s participation in ELCA Cosmetics Ltd and its subsidiaries in the fiscal year 2022 (the repayment
will take place through two equivalent instalments of 20.6 million Euros in January 2025 and January 2028).
4.10.6
Cash & cash equivalents
Cash & cash equivalents represent cash in hand of the Group and company and bank deposits available at first
demand, which are analyzed as follows:
Group
31.12.2023
31.12.2022
Cash in hand
89,982
148,205
Bank deposits
110,919,435
60,531,702
Total
111,009,417
60,679,908
Company
31.12.2023
31.12.2022
Cash in hand
81,747
141,755
Bank deposits
9,307,925
22,394,971
Total
9,389,672
22,536,726
It is noted that the restricted deposits are not included in total cash and cash equivalents. Restricted deposits of the
Company amounting to 595 thousand Euros are being recorded in the item “other receivables”.
4.10.7
Financial Assets at Fair Value through Results
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Opening Balance
2,738,925
4,771,648
2,738,925
4,771,648
Acquisitions
5,414,824
3,057,713
5,414,824
3,057,713
Cost of disposals
(5,680,520)
(4,650,682)
(5,680,520)
(4,650,682)
Fair value adjustments
481,958
(439,753)
481,958
(439,753)
Closing balance
2,955,187
2,738,925
2,955,187
2,738,925
The above items are placements with a short-term investment horizon that are traded on active markets.
4.10.8
Trade and other liabilities
The Company’s and Group’s trade and other liabilities are analyzed as follows:
Group
31.12.2023
31.12.2022
Suppliers
65,719,140
65,570,428
Checks payable
4,306,732
4,575,325
Total
70,025,872
70,145,754
Company
31.12.2023
31.12.2022
Suppliers
33,761,526
32,763,048
Checks payable
4,306,732
4,575,325
Total
38,068,257
37,338,374
138
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The other liabilities of the Company and the Group are analyzed as follows:
Group
31.12.2023
31.12.2022
Social Security Funds
2,238,176
1,951,785
Customer Prepayments
1,684,563
1,516,873
Short-term Liabilities payable in the following year
31,831
20,667
Government Grants
518,802
1,531,924
Dividends Payable
29,605
30,247
Accruals and deferred expenses
7,075,762
3,768,221
Sundry Creditors
1,054,523
2,138,274
Total
12,633,262
10,957,992
Company
31.12.2023
31.12.2022
Social Security Funds
1,447,292
1,284,011
Customer Prepayments
4,176,351
2,566,396
Short-term Liabilities towards Related Companies
530,610
546,492
Dividends Payable
29,605
30,247
Accruals and deferred expenses
2,286,627
1,260,336
Sundry Creditors
127,627
1,401,686
Total
8,598,113
7,089,167
4.10.9
Provisions and other long - term liabilities
The provisions and other long-term liabilities are analyzed as follows:
Group
31.12.2023
31.12.2022
Government Grants
8,279,458
6,724,543
Other provisions
2,129,435
2,539,300
Other long-term liabilities
226,766
249,998
Total
10,635,659
9,513,841
The grants provided to the Group concern the subsidy of mechanical equipment of the subsidiary company Polipak.
The other provisions mainly concern a provision for contractual obligations generated during the sale of the Group's
49% equity stake in ELCA Cosmetics Ltd and its subsidiaries.
The provisions analysis is as follows:
Group
31.12.2023
31.12.2022
Opening Balance
2,539,300
503,360
Additions for the year
543,271
2,488,542
Use of provision
(968,085)
(403,416)
Foreign exchange differences
14,950
(34,977)
Discontinued activities
0
(14,210)
Closing balance
2,129,435
2,539,300
139
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.10
Loans and lease liabilities
Loans are analyzed as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short-term loans
Bank loans
7,920,000
23,188,527
7,920,000
2,920,000
Bond Loans
6,317,857
4,175,000
6,317,857
4,175,000
Long-term loans
Bank loans
11,240,000
14,160,000
11,240,000
14,160,000
Bond Loans
44,867,412
6,550,000
44,867,412
6,550,000
Total
70,345,269
48,073,527
70,345,269
27,805,000
As of December 31, 2023, the Group's loans concern bank and bond loans exclusively of the parent Company.
During the first half of the fiscal year 2023, the subsidiary company Polipak sp.z.o.o. fully repaid loans amounting to
20.9 million Euros.
During the year 2023, the parent Company repaid instalments of bond loans amounting to 4.2 million Euros for a loan
granted by Eurobank S.A. with an initial amount of 20 million Euros, and to 2.1 million Euros for a loan granted by
Hellenic Bank Public Company Ltd with an initial amount of 15 million Euros.
Also, the parent Company repaid instalments amounting to 2.9 million Euros with regard to a loan granted by the
EBRD for a total amount of 20 million Euros.
Additionally, during the fiscal year 2023, bond loans of 15 million Euros were granted to the parent Company by
Hellenic Bank Public Company Ltd, 19.8 million Euros by Eurobank S.A. (from the total approved loan amount of 40
million Euros) and 12 million Euros by the National Bank of Greece. Furthermore, a bank loan amounting to 5 million
Euros was granted by the National Bank of Greece to the parent Company.
It is noted that on November 28th, 2023, the Company received approval with regard to a new financing through a
Bond Loan of 9.3 million Euros, as part of the investment plan for its digital transformation. The above financing
scheme will be financed by 30% (3.5 million Euros) via the participation of the Recovery & Resilience Fund (RRF), by
50% (5.8 million Euros) through the National Bank of Greece (NBG) and by the remaining 20% (2.3 million Euros) from
the Company's capital. It is noted that up to March 11th, 2024, no tranche of the aforementioned bond loan has been
disbursed.
Finally, on December 28th, 2023, the Company signed an agreement with Hellenic Bank Public Company Ltd for the
issuance of a bond loan amounting to 12.14 million euros to finance investment projects. As of March 11th, 2024, no
tranche has been disbursed from the aforementioned bond loan.
140
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The analysis of the bond loans of the Group is presented below:
Group
Analysis of Bond Loans
Bank
Maturity
Amount
EUROBANK
19/3/2024
2,087,500
EUROBANK
18/9/2024
2,087,500
HELLENIC BANK
30/6/2024
1,071,429
HELLENIC BANK
30/12/2024
1,071,429
NATIONAL BANK OF GREECE
29/3/2025
1,500,000
NATIONAL BANK OF GREECE
29/9/2025
1,500,000
NATIONAL BANK OF GREECE
29/3/2026
1,500,000
NATIONAL BANK OF GREECE
29/9/2026
1,500,000
NATIONAL BANK OF GREECE
29/3/2027
1,500,000
NATIONAL BANK OF GREECE
29/9/2027
1,500,000
NATIONAL BANK OF GREECE
29/3/2028
1,500,000
NATIONAL BANK OF GREECE
29/9/2028
1,500,000
EUROBANK
18/3/2025
2,087,500
EUROBANK
18/9/2025
287,500
EUROBANK
20/3/2026
5,000,000
EUROBANK
20/3/2026
4,778,126
EUROBANK
20/3/2026
10,000,000
HELLENIC BANK
30/6/2025
1,071,429
HELLENIC BANK
30/12/2025
1,071,429
HELLENIC BANK
30/6/2026
1,071,429
HELLENIC BANK
30/12/2026
1,071,429
HELLENIC BANK
30/6/2027
1,071,429
HELLENIC BANK
30/12/2027
1,071,429
HELLENIC BANK
30/6/2028
1,071,429
HELLENIC BANK
30/12/2028
1,071,429
HELLENIC BANK
30/6/2029
1,071,429
HELLENIC BANK
30/12/2029
1,071,429
Total
51,185,269
The tables below present the change from liabilities arising from financing activities:
Group
Non Current
Loans &
Borrowings
Current Loans &
Borrowings
Total
1.1.2022
43,973,729
12,565,388
56,539,117
Cash Flows
3,440,000
(11,551,900)
(8,111,900)
Non Cash Flows
-Effects of Foreign exchange
(255,680)
(98,009)
(353,689)
-Loans and borrowings classified as non current at
31 December 2021 becoming current during 2022
(26,448,049)
26,448,049
0
31.12.2022
20,710,000
27,363,527
48,073,527
141
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Group
Non Current
Loans &
Borrowings
Current Loans &
Borrowings
Total
1.1.2023
20,710,000
27,363,527
48,073,527
Cash Flows
42,492,412
(20,876,200)
21,616,211
Non Cash Flows
-Effects of Foreign exchange
0
655,530
655,530
-Loans and borrowings classified as non current at
31 December 2022 becoming current during 2023
(7,095,000)
7,095,000
0
31.12.2023
56,107,412
14,237,857
70,345,269
Company
Non Current
Loans &
Borrowings
Current Loans &
Borrowings
Total
1.1.2022
30,385,000
7,885,000
38,270,000
Cash Flows
3,440,000
(13,905,000)
(10,465,000)
Non Cash Flows
-Loans and borrowings classified as non current at
31 December 2021 becoming current during 2022
(13,115,000)
13,115,000
0
31.12.2022
20,710,000
7,095,000
27,805,000
Company
Non Current
Loans &
Borrowings
Current Loans &
Borrowings
Total
1.1.2023
20,710,000
7,095,000
27,805,000
Cash Flows
42,492,412
47,857
42,540,269
Non Cash Flows
-Loans and borrowings classified as non current at
31 December 2022 becoming current during 2023
(7,095,000)
7,095,000
0
31.12.2023
56,107,412
14,237,857
70,345,269
Regarding the lease liabilities, lease payments amounted to 4.96 million Euros (31/12/2022: 4.46 million Euros) for
the Group and to 2.11 million Euros (31/12/2022: 1.63 million Euros) for the Company. In addition, interest expenses
on lease liabilities amounted to 0.47 million Euros (31/12/2022: 0.26 million Euros) for the Group and to 0.28 million
Euros (31/12/2022: 0.14 million Euros) for the Company. Finally, the additions (including foreign exchange differences
and the impact of lease term modifications) to lease liabilities amounted to 6.2 million Euros (31/12/2022: 9.5 million
Euros) for the Group and 2.1 million Euros (31/12/2022: 7.6 million Euros) for the Company.
142
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.11
Income Tax
Group
Company
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Income tax
(8,751,267)
(5,983,537)
(735,831)
(376,912)
Deferred tax
(877,907)
492,701
(1,442,993)
(421,954)
Total
(9,629,174)
(5,490,836)
(2,178,824)
(798,866)
Earnings before taxes
48,643,560
31,759,588
21,022,281
70,430,209
-minus/plus: Temporary differences in income
(13,677,832)
(7,711,160)
(14,086,559)
(8,018,127)
-minus/plus: Temporary differences in expenses
11,429,397
11,443,905
7,527,500
6,100,155
Adjustments in tax for income not subject to taxation
- Tax free income
0
0
(16,643,858)
(66,605,541)
- Differences in income
(1,841,574)
(4,047,862)
0
0
- Other adjustments
1,283,477
10
0
0
Adjustments in tax for Expenses which are not tax
deductible
- Differences in expenses
4,257,785
(1,179,746)
3,395,542
(2,309,977)
- Non tax-deductible expenses
5,288,815
6,425,781
2,067,599
2,116,482
Offsetting of losses from previous fiscal years
(143,325)
(60,973)
0
0
Total
55,240,301
36,629,544
3,282,505
1,713,200
Expected Tax Expense
9,235,834
5,838,923
722,151
376,904
Adjustments on the tax due to change in tax rate
1,908
0
0
0
Tax of temporary differences
875,999
(492,701)
1,442,993
421,954
Other movements
(484,568)
144,614
13,680
8
Real tax expense
9,629,174
5,490,836
2,178,824
798,866
*The financial figures of the comparative fiscal year 2022 included in the table above present the Continuing activities of the Group excluding ELCA
Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and Hoztorg LLC, since the Group decided to permanently withdraw
from the Russian market.
With regard to the fiscal year 2023, the Company is subject to the tax audit of the Certified Auditors stipulated by the
provisions of article 65A of Law 4174/2013. The audit is under progress and the relevant tax certificate is expected to
be granted after the release of the annual financial statements for the period 31/12/2023. The Management of the
Company does not expect the emergence of any significant tax obligations apart from those already depicted in the
financial statements.
143
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.12
Deferred Taxes
Group
Deferred tax assets
31.12.2023
31.12.2022
Differences of intangible assets
(298,387)
638
Differences of tangible assets
(243,583)
33,793
Write-off of trade receivables
35,213
22,887
Provisions for employee benefits
27,517
6,920
Provisions
1,252,676
260,706
Foreign exchange differences
(67,030)
0
Total
706,406
324,944
Deferred liabilities
31.12.2023
31.12.2022
Differences of intangible assets
(7,400,778)
(7,391,174)
Differences of tangible assets
(2,750,969)
(622,230)
Provisions for doubtful debts
252,700
89,470
Provisions for employee benefits
297,260
331,318
Provisions
517,936
942,689
Foreign exchange differences
948
9,457
Total
(9,082,904)
(6,640,470)
Deferred taxes income / (expense)
31.12.2023
31.12.2022
Differences of intangible assets
(339,319)
(162,569)
Differences of tangible assets
(2,381,587)
590,224
Provisions for doubtful debts
175,847
33,311
Provisions for employee benefits
(15,103)
79,556
Provisions
524,716
(185,636)
Foreign exchange differences
(70,605)
9,043
Discontinued activities
0
(8,348)
Subtotal
(2,106,051)
355,581
Proportion of deferred tax from associate companies
0
118,225
Total
(2,106,051)
473,805
Total deferred tax recognized on Comprehensive
Income (a)
(877,907)
602,578
Total deferred tax recognized on Other
Comprehensive Income (b)
(1,228,144)
(128,773)
Company
Deferred tax assets / (liabilities)
31.12.2023
31.12.2022
Differences of intangible assets
(3,693,093)
(3,460,018)
Differences of tangible assets
(1,858,756)
309,130
Provisions for doubtful debts
162,540
40,777
Provisions for employee benefits
285,127
311,144
Provisions
(65,159)
264,828
Total
(5,169,342)
(2,534,141)
144
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Deferred taxes income / (expense)
31.12.2023
31.12.2022
Differences of intangible assets
(233,075)
(254,961)
Differences of tangible assets
(2,167,886)
29,459
Provisions for doubtful debts
121,763
5,445
Provisions for employee benefits
(26,017)
80,023
Provisions
(329,987)
(240,958)
Total
(2,635,201)
(380,992)
Total deferred tax recognized on Comprehensive
Income (a)
(1,442,993)
(421,954)
Total deferred tax recognized on Other
Comprehensive Income (b)
(1,192,208)
40,962
4.10.13
Employee Benefits
Employee salaries and expenses are analyzed as follows:
Group
31.12.2023
31.12.2022
Employee salaries
45,184,432
41,312,315
Employee benefits
2,572,682
1,833,165
Employer contributions
9,186,978
8,320,003
Employment termination indemnities
1,536,159
610,514
Remuneration of BoD members
2,631,450
2,046,550
Continued activities
61,111,700
54,122,546
Discontinued activities
0
96,957
Total activities
61,111,700
54,219,503
Average number of employees
2,324
2,298
Company
31.12.2023
31.12.2022
Employee salaries
22,163,026
20,764,878
Employee benefits
1,453,549
1,093,808
Employer contributions
5,359,620
4,846,238
Employment termination indemnities
1,243,063
378,182
Remuneration of BoD members
2,631,450
2,046,550
Total activities
32,850,707
29,129,656
Average number of employees
898
847
The figure “Employee benefits” includes amount of 256 thousand Euros for the Group and 182 thousand Euros for
the Company in the context of the “Long-Term Incentive Plan – Performance Stock Awards Program” (LTI).
145
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.14
Expenses per category
Expenses per category are analyzed as follows:
Group
01.01 -
31.12.2023
01.01 -
31.12.2022
Cost of goods sold
299,860,631
293,262,311
Employee expenses
52,267,246
46,018,680
Third - party fees
5,770,516
5,790,683
Third - party benefits
10,312,529
8,511,698
Taxes - duties
3,511,232
2,708,815
Sundry expenses
53,703,352
47,543,974
Fixed asset depreciation
10,721,351
9,856,598
Continued activities
436,146,857
413,692,759
Discontinued activities
0
1,346,873
Total activities
436,146,857
415,039,632
Company
01.01 -
31.12.2023
01.01 -
31.12.2022
Cost of goods sold
120,588,033
121,092,378
Employee expenses
29,330,711
26,139,236
Third - party fees
3,064,492
3,158,795
Third - party benefits
3,861,649
3,506,008
Taxes - duties
1,705,585
1,578,771
Sundry expenses
23,081,712
20,726,099
Fixed asset depreciation
6,047,913
5,578,167
Total activities
187,680,094
181,779,455
Note: The above expenses are reduced by the amount of expenses that have been charged to the production of the
parent Company and Group.
The cost of sales analysis is as follows:
Group
01.01 -
31.12.2023
01.01 -
31.12.2022
Cost of goods
280,923,580
277,684,897
Employee expenses
8,844,455
8,065,627
Third - party fees
4,705,108
4,483,829
Third - party benefits
8,256,096
5,840,561
Taxes - duties
101,474
47,070
Sundry expenses
734,503
606,540
Fixed asset depreciation
3,821,675
3,450,279
Inventory own use
(7,526,258)
(6,916,493)
Continued activities
299,860,631
293,262,311
Discontinued activities
0
1,081,740
Total activities
299,860,631
294,344,051
146
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Company
01.01 -
31.12.2023
01.01 -
31.12.2022
Cost of goods
112,899,517
114,458,855
Employee expenses
3,519,996
2,990,420
Third - party fees
1,853,242
1,600,005
Third - party benefits
954,407
1,143,277
Taxes - duties
6,196
5,828
Sundry expenses
358,161
322,481
Fixed asset depreciation
1,700,369
1,663,043
Inventory own use
(703,854)
(1,091,529)
Total activities
120,588,033
121,092,378
The administrative expenses analysis is as follows:
Group
01.01 -
31.12.2023
01.01 -
31.12.2022
Employee expenses
13,698,248
11,314,340
Third - party fees
2,892,005
2,362,692
Third - party benefits
3,484,123
3,107,421
Taxes - duties
195,778
201,100
Sundry expenses
1,084,331
1,367,151
Fixed asset depreciation
2,724,028
2,164,117
Continued activities
24,078,512
20,516,821
Discontinued activities
0
83,811
Total activities
24,078,512
20,600,632
Company
01.01 -
31.12.2023
01.01 -
31.12.2022
Employee expenses
7,864,604
6,335,995
Third - party fees
1,403,946
1,264,485
Third - party benefits
2,790,354
2,471,577
Taxes - duties
135,494
135,467
Sundry expenses
560,008
970,431
Fixed asset depreciation
2,155,379
1,659,156
Total activities
14,909,784
12,837,112
147
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The distribution expenses analysis is as follows:
Group
01.01 -
31.12.2023
01.01 -
31.12.2022
Employee expenses
38,568,998
34,704,339
Third - party fees
2,878,511
3,427,991
Third - party benefits
6,828,405
5,404,277
Taxes - duties
3,315,455
2,507,715
Sundry expenses
52,619,022
46,176,823
Fixed asset depreciation
7,997,323
7,692,482
Continued activities
112,207,714
99,913,627
Discontinued activities
0
181,322
Total activities
112,207,714
100,094,949
Company
01.01 -
31.12.2023
01.01 -
31.12.2022
Employee expenses
21,466,108
19,803,241
Third - party fees
1,660,546
1,894,311
Third - party benefits
1,071,294
1,034,431
Taxes - duties
1,570,091
1,443,303
Sundry expenses
22,521,704
19,755,668
Fixed asset depreciation
3,892,534
3,919,011
Total activities
52,182,277
47,849,965
4.10.15
Financial Income / Expenses
The financial income / expenses are analyzed as follows:
Group
01.01-
31.12.2023
01.01-
31.12.2022
Interest Expense
(3,268,206)
(2,010,604)
Interest Expense on Leasing
(467,845)
(260,673)
Interest Income
3,019,264
379,382
Interest Income on Leasing
741
4,844
Foreign exchange differences
767,409
846,911
Gain from sale of participations & securities
1,436,066
1,760,068
Loss from sale of participations & securities
(103,486)
(445,283)
Other financial income/expense
493,201
(690,838)
Discontinued activities
0
(937,896)
Total
1,877,145
(1,354,090
)
148
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Company
01.01-
31.12.2023
01.01-
31.12.2022
Interest Expense
(2,503,596)
(788,929)
Interest Expense on Leasing
(279,927)
(138,205)
Interest Income
79,807
84,641
Interest Income on Leasing
741
4,844
Foreign exchange differences
(222,643)
(56,399)
Gain from sale of participations & securities
1,436,066
1,760,068
Loss from sale of participations & securities
(103,486)
(445,283)
Dividends from subsidiaries
16,643,858
66,605,541
Other financial income/expense
219,380
(468,749)
Total
15,270,200
66,557,528
4.10.16
Share Capital
Share Capital
Number of
shares
Nominal value
of shares
Share capital
Share premium
Total
31.12.2023
66,850,563
0.78
52,143,439
40,676,356
92,819,795
31.12.2022
69,877,484
0.78
54,504,438
40,676,356
95,180,793
31.12.2021
69,877,484
0.78
54,504,438
40,676,356
95,180,793
On August 1
st
, 2023, the Company proceeded into a share capital reduction through the cancelation of 3,026,921
treasury shares, in accordance with the decision of the Extraordinary General Meeting of the Company's shareholders
dated 12/07/2023. Following the above, the Company's share capital amounted to 52,143,439 Euros and is divided
into 66,850,563 common registered shares, carrying voting rights, with a nominal value of 0.78 Euro per share. As a
result of the aforementioned cancellation of treasury shares, the share capital decreased by 2.36 million Euros (equal
to the nominal value), the treasury shares’ reserve by 14.88 million Euros, while the difference of 12.5 million Euros
was recognized in the retained earnings balance.
4.10.17
Earnings per Share
Earnings per share were calculated according to the weighted average number of shares after the deduction of the
weighted average number of treasury shares held by the Company.
Amounts in €
Group
Company
01.01-31.12.2023
01.01-31.12.2022
01.01-31.12.2023
01.01-31.12.2022
Total Activities
Continued
Activities
Discontinued
Activities
Total Activities
Total Activities
Total Activities
Earnings after tax attributed to the owners of the
Company
39,308,160
26,272,729
19,139,038
45,411,767
18,843,457
69,631,343
Weighted average number of shares
66,650,873
66,963,298
0
66,963,298
66,650,873
66,963,298
Earnings per share (€ )
0.5898
0.3923
0.2858
0.6782
0.2827
1.0398
4.10.18
Dividends
For the period ended on 31/12/2023:
The Ordinary General Meeting of shareholders during its meeting on 04.05.2023 approved the distribution of a
dividend of 0.1431076139 Euro per share or a total amount of 10,000,000 Euros. According to the legislation in effect,
the dividend that corresponded to 2,993,883 treasury shares of the Company further increased the total dividend of
the other shareholders and therefore the total gross dividend per share accounted for 0.14951348 Euro.
149
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
For the period ended on 31/12/2022:
The Ordinary General Meeting of shareholders during its meeting on 31/05/2022 approved the distribution of a
dividend of 0.1431076139 euros per share or a total amount of 10,000,000 euros. According to the legislation in
effect, the dividend that corresponded to 2,915,273 treasury shares of the Company further increased the total
dividend of the other shareholders and therefore the total gross dividend per share accounted for 0.14933796 euro.
4.10.19
Treasury Shares
During the fiscal year 2023, the Company proceeded with the purchase of 1,542,018 treasury shares with an average
purchase price of 7.69 Euros per share and for a total cost of 11,967,259.25 Euros. In total, taking into consideration
the 2,918,794 common registered shares that the Company already held on 31/12/2022, as well as the cancellation
of 3,026,921 treasury shares on August 1
st
, 2023 approved by the Extraordinary General Meeting held on 12/07/2023,
the Company held in total 1,433,891 treasury shares, as of December 31, 2023, with a nominal value of 0.78 Euro per
share, with an average price of 7.81 Euro per share and with a total value of 11,204,176.91 Euros corresponding to
2.14% of its share capital.
4.10.20
Reserves
The reserves are analyzed as follows:
Group
31.12.2023
31.12.2022
Ordinary reserve
16,361,974
12,837,322
Special reserve
153,269
(10,888)
Extraordinary reserve
165,377
165,377
Tax-free reserves on special law provisions
3,601,875
3,601,875
Reserve for treasury shares
(11,204,177)
(14,113,340)
Reserve from revaluation of fixed assets
23,295,862
18,791,603
Total
32,374,180
21,271,949
Company
31.12.2023
31.12.2022
Ordinary reserve
13,860,349
10,335,697
Special reserve
266,620
112,400
Tax-free reserves on special law provisions
3,601,875
3,601,875
Reserve for treasury shares
(11,204,177)
(14,113,340)
Reserve from revaluation of fixed assets
19,257,272
14,928,335
Total
25,781,939
14,864,966
150
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.21
Table of changes in fixed assets
4.10.21.1
Group
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Acquisition cost 1.1.2022
12,463,207
51,816,624
4,632,191
46,514,490
2,614,431
13,543,230
34,079,379
76,903,447
242,567,000
Acquisitions
0
56,042
2,465,620
411,047
51,210
374,328
6,838,008
636,409
10,832,665
Reclassifications
(487,158)
10,048,344
5,956,435
4,611,817
673,019
726,157
(21,611,892)
83,278
0
Revaluation
51,515
1,579,311
(58,212)
0
0
0
(21,001)
0
1,551,613
Write-offs
0
(50,231)
0
(515,904)
(53,447)
(137,540)
(118,341)
(1,258)
(876,722)
Cost of disposals
0
(32,026)
(4,624,601)
(265,661)
(53,056)
(172,721)
0
(1,218)
(5,149,283)
Reductions from discont.operations
0
0
0
(5,392)
0
0
0
0
(5,392)
Foreign exchange differences
(79,370)
(1,368,842)
12,779
(1,747,671)
(77,408)
(18,820)
(617,925)
20,295
(3,876,962)
Value as at 31.12.2022
11,948,194
62,049,222
8,384,212
49,002,726
3,154,748
14,314,634
18,548,228
77,640,954
245,042,918
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Depreciations 1.1.2022
0
24,372,260
115
25,014,480
1,983,252
9,761,448
0
17,616,508
78,748,063
Depreciations for the Period
0
1,868,211
274
3,090,526
240,741
1,134,734
0
2,526,604
8,861,090
Revaluation
0
579,735
0
0
0
0
0
0
579,735
Depreciations of reclassifications
0
(1,680,259)
1,680,259
0
0
0
0
0
0
Depreciation on write-offs
0
(9,074)
0
(456,931)
(53,447)
(131,589)
0
(1,258)
(652,300)
Depreciation of disposals
0
(4,324)
0
(144,184)
(53,056)
(171,292)
0
(1,218)
(374,074)
Depreciation on reductions from discont.ope
0
0
0
(3,721)
0
0
0
0
(3,721)
Foreign exchange differences
0
(512,350)
(824)
(1,008,061)
(57,042)
(12,000)
0
(55,794)
(1,646,070)
Depreciations 31.12.2022
0
24,614,199
1,679,825
26,492,110
2,060,447
10,581,300
0
20,084,843
85,512,723
Net book value as at 31.12.2022
11,948,194
37,435,023
6,704,387
22,510,616
1,094,301
3,733,334
18,548,228
57,556,112
159,530,195
151
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Acquisition cost 1.1.2023
11,948,194
62,049,222
8,384,212
49,002,726
3,154,748
14,314,634
18,548,228
77,640,954
245,042,918
Acquisitions
0
129,648
0
1,205,672
136,659
1,406,897
5,131,936
1,395,048
9,405,861
Reclassifications
0
248,164
0
17,245,888
399,964
809,882
(19,618,491)
914,593
0
Revaluation
820,188
14,563,186
(284,801)
0
0
0
0
0
15,098,573
Write-offs
0
(47,695)
0
(214,781)
(204,485)
(164,956)
(159,100)
(265,184)
(1,056,201)
Cost of disposals
0
(6,922)
0
(160,071)
(92,200)
(9,186)
0
(38,044)
(306,423)
Foreign exchange differences
177,013
1,035,181
468,148
1,755,049
101,417
95,354
638,073
55,529
4,325,764
Value as at 31.12.2023
12,945,395
77,970,785
8,567,559
68,834,483
3,496,103
16,452,625
4,540,646
79,702,897
272,510,492
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Depreciations 1.1.2023
0
24,614,199
1,679,825
26,492,110
2,060,447
10,581,300
0
20,084,843
85,512,723
Depreciations for the Period
0
1,911,957
0
3,474,302
247,301
1,259,139
0
2,553,553
9,446,252
Revaluation
0
9,620,459
0
0
0
0
0
0
9,620,459
Depreciations of reclassifications
0
0
0
(174,294)
0
174,294
0
0
0
Depreciation on write-offs
0
(15,014)
0
(198,603)
(194,298)
(145,934)
0
(265,184)
(819,033)
Depreciation of disposals
0
(4,153)
0
(149,346)
(69,164)
(6,740)
0
(38,044)
(267,447)
Foreign exchange differences
0
(94,874)
132,060
426,692
26,613
49,735
0
104,630
644,857
Depreciations 31.12.2023
0
36,032,575
1,811,885
29,870,860
2,070,899
11,911,795
0
22,439,798
104,137,812
Net book value as at 31.12.2023
12,945,395
41,938,210
6,755,674
38,963,623
1,425,204
4,540,830
4,540,646
57,263,098
168,372,679
The reclassifications during the fiscal year 2023 with regard to the fixed assets under construction and advances mainly concern the completion of the investment project relating
to the subsidiary company Polipak sp.z.o.o.
The unamortized (net book) value of the Group's intangible assets on 31/12/2023 consists of trademarks - rights amounting to approximately 49.6 million Euros (versus 51.4 million
Euros on 31/12/2022) and of software programs amounting to approximately 6.9 million Euros (versus 5.9 million Euros on 31/12/2022).
The fixed assets of the Group are free of encumbrances.
On December 31st, 2023, a valuation study was carried out by an approved appraiser (based on valuation date as of 31/12/2023) for the land plots and buildings of the Company,
as well as for the subsidiary company in Ukraine.
152
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The book value that would have been recognized by the Group if the land plots and buildings were recorded based on the cost method are estimated at 35.8 million Euros as of
31/12/2023 (31/12/2022: 35.7 million Euros), whereas for the Company as of 31/12/2023 at € 14.5 million Euros (31/12/2022: 15.5 million Euros).
The fair value of the investment property is based on a valuation study carried out by an accredited independent appraiser (based on a valuation date as of 31/12/2023), whereas
the valuation methods and assumptions utilized, to a significant extent, are defined using valuation techniques that are based primarily on available information for transactions
carried out in active markets, while they use the least possible estimations by the entity (Level 2 of the fair value hierarchy as specified in IFRS 13).
The Group's investment property concerns the land area and building facilities of the Company and its subsidiary POLIPAK sp.z.o.o. in Poland. On December 31, 2023, a revaluation
process was carried out on the Company's investment property resulting into a revaluation loss of 285 thousand Euros, while there was no effect from the corresponding
revaluation on the investment property of subsidiary company POLIPAK sp.z.o.o..
Income from leases and direct operating expenses are analyzed as follows:
Group
01.01 -
31.12.2023
01.01 -
31.12.2022
Rental income from investment property
187,430
73,486
Direct operating expenses arising from investment
property that generated rental income during the
period
Direct operating expenses arising from investment
67,792
16,066
property that did not generate rental income during
the period
221,800
52,566
Regarding the property of the Group's subsidiary company, POLIPAK sp.z.o.o., it is noted that it is not being leased in its entirety.
153
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The right of use assets for the Group as at 31 December 2023 are as follows:
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
Acquisition cost 1.1.2022
251,497
14,643,979
0
6,920,652
90,826
21,906,955
Acquisitions
63,014
9,661,395
15,496
691,326
0
10,431,231
Write-offs
(41,904)
(757,327)
0
(342,155)
0
(1,141,386)
Foreign exchange differences
(54,483)
(221,453)
(8)
(21,767)
13
(297,699)
Value as at 31.12.2022
218,124
23,326,594
15,489
7,248,056
90,839
30,899,101
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
Depreciations 1.1.2022
27,358
7,098,159
0
3,654,844
37,936
10,818,296
Depreciations for the Period
9,116
2,769,806
1,877
1,678,728
13,009
4,472,536
Depreciation on write-offs
0
(594,373)
0
(209,097)
0
(803,470)
Foreign exchange differences
(6,781)
(102,079)
(1)
(6,570)
(37)
(115,469)
Depreciations 31.12.2022
29,692
9,171,512
1,876
5,117,906
50,908
14,371,894
Net book value as at 31.12.2022
188,431
14,155,082
13,613
2,130,150
39,931
16,527,207
154
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
Acquisition cost 1.1.2023
218,124
23,326,594
15,489
7,248,056
90,839
30,899,101
Acquisitions
29,094
2,296,603
5,208
4,732,192
0
7,063,096
Write-offs
0
(1,245,238)
0
(3,996,357)
0
(5,241,595)
Foreign exchange differences
(18,655)
209,265
1,451
71,460
(497)
263,025
Value as at 31.12.2023
228,562
24,587,224
22,148
8,055,351
90,342
32,983,627
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
Depreciations 1.1.2023
29,692
9,171,512
1,876
5,117,906
50,908
14,371,894
Depreciations for the Period
9,085
3,406,710
3,982
1,807,986
12,969
5,240,732
Depreciation on write-offs
0
(1,099,001)
0
(3,730,102)
0
(4,829,104)
Foreign exchange differences
(2,861)
131,042
326
53,436
(352)
181,592
Depreciations 31.12.2023
35,916
11,610,263
6,184
3,249,225
63,526
14,965,114
Net book value as at 31.12.2023
192,646
12,976,960
15,964
4,806,126
26,816
18,018,513
The additions to the buildings during the fiscal year 2023 mainly concern new leases for office and warehouse space.
155
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.21.2
Company
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Acquisition cost 1.1.2022
9,490,451
37,974,200
31,972
22,737,621
1,086,245
12,466,732
1,821,109
41,045,247
126,653,578
Acquisitions
0
56,042
2,465,620
178,285
14,170
360,962
1,256,150
41,610
4,372,838
Reclassifications
0
289,398
0
880,174
0
536,524
(1,789,375)
83,278
0
Revaluation
0
0
(58,212)
0
0
0
0
0
(58,212)
Write-offs
0
0
0
0
0
(121,501)
(93,075)
0
(214,576)
Cost of disposals
0
0
(8,681)
0
(27,526)
(172,721)
0
(1,218)
(210,146)
Value as at 31.12.2022
9,490,451
38,319,640
2,430,698
23,796,080
1,072,889
13,069,996
1,194,810
41,168,918
130,543,482
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Depreciations 1.1.2022
0
20,290,717
115
12,180,389
873,363
9,121,478
0
10,580,975
53,047,038
Depreciations for the Period
0
1,340,068
274
1,380,773
44,630
1,024,880
0
1,679,938
5,470,563
Depreciation on write-offs
0
0
0
0
0
(115,550)
0
0
(115,550)
Depreciation of disposals
0
0
0
0
(27,526)
(171,292)
0
(1,218)
(200,036)
Depreciations 31.12.2022
0
21,630,785
390
13,561,162
890,467
9,859,517
0
12,259,694
58,202,015
Net book value as at 31.12.2022
9,490,451
16,688,855
2,430,309
10,234,917
182,422
3,210,480
1,194,810
28,909,223
72,341,467
156
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Acquisition cost 1.1.2023
9,490,451
38,319,640
2,430,698
23,796,080
1,072,889
13,069,996
1,194,810
41,168,918
130,543,482
Acquisitions
0
103,109
0
934,184
25,677
1,309,790
2,935,080
69,100
5,376,940
Reclassifications
0
0
0
283,779
0
164,400
(1,362,772)
914,593
0
Revaluation
821,828
14,175,835
(284,801)
0
0
0
0
0
14,712,863
Write-offs
0
(15,325)
0
(176)
(6,464)
(93,736)
(140,983)
0
(256,684)
Cost of disposals
0
0
0
0
0
(5,812)
0
0
(5,812)
Value as at 31.12.2023
10,312,279
52,583,259
2,145,898
25,013,866
1,092,102
14,444,639
2,626,134
42,152,611
150,370,789
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
Intangible assets
Total
Depreciations 1.1.2023
0
21,630,785
390
13,561,162
890,467
9,859,517
0
12,259,694
58,202,015
Depreciations for the Period
0
1,348,184
0
1,391,570
44,889
1,064,920
0
1,648,875
5,498,438
Revaluation
0
9,447,744
0
0
0
0
0
0
9,447,744
Depreciation on write-offs
0
0
0
(176)
(6,053)
(74,714)
0
0
(80,943)
Depreciation of disposals
0
0
0
0
0
(5,179)
0
0
(5,179)
Depreciations 31.12.2023
0
32,426,712
390
14,952,557
929,303
10,844,544
0
13,908,569
73,062,075
Net book value as at 31.12.2023
10,312,279
20,156,547
2,145,508
10,061,310
162,798
3,600,095
2,626,134
28,244,042
77,308,714
With regard to the Company's additions to the Fixed Assets under construction and advances, the largest part concerns the photovoltaic installations at the Company's facilities,
the purchase of new mechanical equipment at the factory of Oinofyta and the progressive implementation of new software programs.
The Company's reclassifications in the Intangible assets mainly concern the installation of new software programs.
The Company's additions to the Furniture & Other Fixtures mainly concern the purchase of stands used for the Company's sale points and the renewal of technological equipment.
The unamortized (net book) value of the Company’s intangible assets on 31/12/2023 consists of trademarks - rights amounting to approximately 24.6 million Euros (versus 25.6
million Euros on 31/12/2022) and of software programs amounting to approximately 3.6 million Euros (versus 3.3 million Euros on 31/12/2022).
The fixed assets of the Company are free of encumbrances.
157
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
On 31 December 2023, a valuation study was carried out by an approved appraiser (based on valuation date as of 31/12/2023) for the land plots and buildings of the Company.
The book value that would have been recognized in the Company if the land plots and buildings were maintained based on the cost model would have been 14.5 million Euros on
31/12/2023 (31/12/2022: 15.5 million Euros).
The fair value of the investment property is based on a valuation study carried out by an accredited independent appraiser (based on a valuation date as of 31/12/2023), whereas
the valuation methods and assumptions utilized, to a significant extent, are defined using valuation techniques that are based primarily on available information for transactions
carried out in active markets, while they use the least possible estimations by the entity (Level 2 of the fair value hierarchy as specified in IFRS 13).
The investment property concerns the land area and building facilities of the Company. On December 31, 2023, a revaluation process was carried out on the Company's investment
property, resulting into a revaluation loss of 285 thousand Euros.
Income from leases and direct operating expenses are analyzed as follows:
Company
01.01 -
31.12.2023
01.01 -
31.12.2022
Rental income from investment property
116,424
58,212
Direct operating expenses arising from investment
property that generated rental income during the
period
Direct operating expenses arising from investment
-
-
property that did not generate rental income during
the period
-
-
158
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
The right of use assets for the Company as at 31 December 2023 are as follows:
Buildings,
building facilities
and technical
Vehicles
Total
Acquisition cost 1.1.2022
6,001,252
2,976,380
8,977,632
Acquisitions
7,779,465
214,214
7,993,680
Write-offs
0
(215,102)
(215,102)
Value as at 31.12.2022
13,780,717
2,975,492
16,756,210
Buildings,
building facilities
and technical
Vehicles
Total
Depreciations 1.1.2022
2,571,388
1,818,439
4,389,827
Depreciations for the Period
1,163,740
606,906
1,770,646
Depreciation on write-offs
0
(127,963)
(127,963)
Depreciations 31.12.2022
3,735,128
2,297,382
6,032,510
Net book value as at 31.12.2022
10,045,589
678,110
10,723,699
159
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Buildings,
building facilities
and technical
Vehicles
Total
Acquisition cost 1.1.2023
13,780,717
2,975,492
16,756,210
Acquisitions
146,108
2,567,143
2,713,251
Write-offs
(154,632)
(2,717,898)
(2,872,530)
Value as at 31.12.2023
13,772,193
2,824,737
16,596,930
Buildings,
building facilities
and technical
Vehicles
Total
Depreciations 1.1.2023
3,735,128
2,297,382
6,032,510
Depreciations for the Period
1,596,767
666,542
2,263,310
Depreciation on write-offs
(52,490)
(2,549,821)
(2,602,311)
Depreciations 31.12.2023
5,279,406
414,103
5,693,509
Net book value as at 31.12.2023
8,492,787
2,410,634
10,903,421
160
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.22
Number of Employees
The number of employees for the Group and Company is as follows:
Group
Company
01.01 -
01.01 -
01.01 -
01.01 -
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Regular employees
1,879
1,882
762
729
Day-wage employees
445
416
136
118
Total Employees
2,324
2,298
898
847
4.10.23
Provisions for post - employment employee benefits
The liability for post-employment benefits is based on an actuarial study which was carried out based on 31 December
2023.
The calculations of the study were based on the following actuarial assumptions:
a.
Average annual long-term inflation rate: 2.6%
b.
Annual Increase of Wages: 3.8%
c.
Discount rate: According to guidance of IAS 19, the discount rate for the calculation of present values, and the
investment of reserves must be defined prudently. In our case, this rate was set at 3.1%, in nominal terms.
d.
Employee mobility: The mobility ratio was set as following:
0-1 year
4.0%
2-5 years
3.0%
6-10 years
2.0%
11-more years
0.0%
e.
Retirement age and conditions: According to the statutory provisions of the Primary Social Insurance Fund of each
employee.
f.
Indemnities: In application of the legal provisions of Law 4093/2012.
g.
Assets for the indemnity of Law 2112/20: zero (0).
The expense for the provision for staff retirement indemnities that was recognized in the results, is as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Current Employment Service Cost
220,432
(164,954)
299,397
(162,281)
Financial cost
(50,347)
(15,272)
(50,347)
(15,272)
Actuarial Losses (Profit)
(139,217)
(203,348)
(130,792)
(186,190)
Total
30,868
(383,574)
118,258
(363,743)
Further Payments
1,587
2,746
0
0
Retirement expenses
32,455
(380,828)
118,258
(363,743)
Balance of Liability at beginning of period
1,574,984
1,196,007
1,414,289
1,050,546
Retirement expenses
(32,455)
380,828
(118,258)
363,743
Fx Diferrences
8,696
(1,851)
0
0
Closing Balances
1,551,226
1,574,984
1,296,031
1,414,289
161
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
A quantitative sensitivity analysis of the major assumptions as of 31st December 2023 is presented below, including
change in the discount rate by 0,5%, change in salaries by 0,5% and change in mortality by 10%:
Obligation
Discount rate
-0.50%
39,605
3%
Discount rate
0.50%
(37,779)
-3%
Estimated salary decrease
-0.50%
(37,712)
-3%
Estimated salary increase
0.50%
39,143
3%
Mortality
-10%
10,826
1%
Mortality
10%
(10,732)
-1%
4.10.24
Litigation Cases
There are no pending or under arbitration litigation cases and decisions by judicial or arbitration bodies which may
significantly affect the financial statements of the Group and the Company, apart from the case of Marinopoulos S.A.,
where the Company has a claim of 2.4 million Euros, that is included in the Company’s provisions by an equivalent
amount.
4.10.25
Contingent Liabilities
There are no contingent liabilities either in the Group or the Company.
4.10.26
Contractual Liabilities
A.
Guarantees
The Company has no guarantees against loan liabilities on 31/12/2023.
B.
Capital Investment commitments
There are no obligations relating to capital investments on the level either of the Group or the Company.
4.10.27
Events after the reporting date of the financial statements
Completion of the acquisition of STELLA PACK S.A.
Following its announcement dated December 12th 2023, regarding receipt of all necessary approvals by the relevant
competition authorities, Sarantis Group announced the completion of the acquisition of Stella Pack S.A. on January
12th 2024 by its fully-owned subsidiary, Sarantis Polska S.A.
More specifically, Sarantis Polska S.A., Sarantis Group’s fully-owned subsidiary, signed an agreement for the
acquisition of the 100% of the share capital of the companies Stella Pack Europe SP.Z.O.O. in Poland, Stella Pack S.A.
in Poland, Stella Pack S.R.L. in Romania, as well as 79% of Stella Pack Ukraine LLC in Ukraine.
The Enterprise Value of Stella Pack S.A. as of January 12th 2024 is 253.46 million PLN, and will be funded from the
cash reserves of the Group.
The acquisition of Stella Pack S.A. is a strategic move that allows Sarantis Group to reinforce its leading position in the
Polish market with further enrichment of an already strong product portfolio, while it is expected to boost further
growth in the category of consumer household products strengthening the Group's geographical footprint in the
region where it operates.
162
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Stella Pack S.A. is an important addition to Sarantis Group, as it holds a leading position in the production and
provision of household products, with 25 years of successful presence in three countries, Poland, Romania and
Ukraine. At the same time, it is an exemplary company in terms of circular economy, as it operates only with recycled
plastic to produce plastic bags, having a waste separation line to manufacture internally own recycled plastic that
fully meets its production needs.
The fair values (in Euro) of the Stella Pack Group's identifiable assets and liabilities, acquisition price and goodwill at
the acquisition date were:
Book value
Fair Value
adjustment
Fair Value
Tangible fixed assets
20,059,564
6,610,048
26,669,611
Intangible assets & Trademarks
2,154,064
36,914,536
39,068,600
Inventories
12,079,380
(130,285)
11,949,095
Trade & other receivables
10,749,684
(100,424)
10,649,260
Cash & cash equivalents
4,140,939
0
4,140,939
Loans
(33,602,092)
0
(33,602,092)
Lease liabilities
(3,160,020)
(5,016,252)
(8,176,272)
Deferred tax liabilities
(337,873)
(7,317,063)
(7,654,936)
Provisions
(1,423,117)
0
(1,423,117)
Trade & other payables
(12,826,079)
(66,766)
(12,892,845)
Total FV of the Net Assets and Liabilities
(2,165,550)
30,893,793
28,728,243
Total FV of the Net Assets and Liabilities of NCI
259,711
Total FV of the Net Assets and Liabilities of the
28,468,532
Goodwill recognized at the acquisition
2,694,274
Total acquisition price
31,162,806
Goodwill and fair value adjustments resulting from the acquisition of businesses abroad are treated as assets and
liabilities of each foreign business and are converted into the subject currency according to the exchange rates of the
balance sheet date.
The above adjustments were performed in order to determine the identifiable assets and liabilities, and also in order
to reflect their fair value as defined by the International Financial Reporting Standards (IFRS) at the acquisition date.
The Group has measured the value of the acquired companies based on current information. Within the next year,
the Group may adjust the provisional values recognized for the business combination under IFRS 3 based on the
collection of additional information.
Goodwill was recognized at its cost, which is the excess of the cost of combination, indicating the amount above the
Group's proportional participation in the fair value of the net assets acquired. The goodwill arose mainly from the
prospects related to the expected growth of the sector in which the acquired company operates.
Finally, it is noted that in the context of the acquisition, loans towards third parties amounting to 25.2 million Euros
of the company Stella Pack Europe SP.Z.O.O. were repaid by Sarantis Polska S.A., generating respectively an intra-
company receivable/liability.
Loans
Within January 2024, the Company raised a loan of 4 million Euros in order to cover working capital needs.
Stella Pack S.A. in Poland proceeded with the repayment of its total borrowing of approximately 8.1 million Euros.
4.10.28
Foreign Exchange Differences
The operating currency of the Group is the Euro. For consolidation purposes, the Company converts the statements
of income of the subsidiary companies into Euro based on the average exchange rate of the subject year and the
balance sheets based on the closing exchange rate as of 31st December.
The major foreign exchange rates that were used in the conversion of foreign transactions into the Euro are the
following:
163
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Average rate for the period
ended
Spot rate as at
31.12.2023
31.12.2022
31.12.2023
31.12.2022
US
dollar
1.08
1.05
1.11
1.07
UK
sterling
0.87
0.85
0.87
0.89
Polish
zloty
4.54
4.69
4.35
4.69
Romanian
leu
4.95
4.93
4.97
4.95
Bulgarian
lev
1.96
1.96
1.96
1.96
Czech
koruna
24.01
24.57
24.73
24.12
Serbian
dinar
117.25
117.46
117.17
117.32
Macedonian
dinar
61.56
61.62
61.50
61.49
Hungarian
f
lorint
381.95
391.33
382.78
400.25
Bosnia
-
Herzegovina
convertible
marka
1.96
1.96
1.96
1.96
Ukrainian
hryvnia
39.56
34.07
42.21
38.95
4.10.29
Related party transactions
The most significant transactions between the Company and its related parties, as such are defined by International
Accounting Standard 24, are presented below.
Trade receivables
31.12.2023
31.12.2022
Sarantis Bulgaria LTD
41,532
90,516
Sarantis Romania S.A.
477,429
1,289,681
Sarantis Polska S.A.
1,301,238
3,199,205
Sarantis Czech Republic sro
328,583
1,936,952
Polipak SP.Z.O.O.
0
34,314
Sarantis Slovakia S.R.O
0
5,355
Ergopack LLC
229,563
912,991
Sarantis Hungary Kft.
77,306
668,545
Sarantis Portugal Lda
918,352
853,749
Elode France SARL
2,420
35,685
Lenidi SA
0
2,230,379
Lenidi Bulgaria LTD
0
16,638
Lenidi Romania LTD
42
42
Total
3,376,464
11,274,052
Grand total receivables
3,376,464
11,274,052
Trade liabilities
31.12.2023
31.12.2022
Sarantis Belgrade D.O.O
2,202,835
944,260
Sarantis Banja Luca D.O.O
1,750
0
Sarantis Skopje D.O.O
608,145
678,476
Sarantis Romania S.A.
144
3,224
Sarantis Polska S.A.
244,941
597,520
Sarantis Czech Republic sro
0
189
Polipak SP.Z.O.O.
186,784
514,928
Sarantis Hungary Kft.
5,453
0
Sarantis France SARL
35,233
40,971
Lenidi SA
4,565
0
Total
3,289,850
2,779,568
164
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Liabilities from loans
31.12.2023
31.12.2022
Zetafin LTD
530,610
0
Waldeck LTD
0
546,492
Total
530,610
546,492
Lease liabilities
31.12.2023
31.12.2022
Lenidi SA
6,490,835
7,131,110
Total
6,490,835
7,131,110
Grand total liabilities
10,311,294
10,457,171
Income
Income from sale of merchandise
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
3,005,177
2,612,504
Sarantis Banja Luca D.O.O
151,111
0
Sarantis Skopje D.O.O
984,935
799,242
Sarantis Bulgaria LTD
2,478,138
2,220,785
Sarantis Romania S.A.
7,944,277
5,636,955
Sarantis Polska S.A.
10,799,940
12,507,004
Sarantis Czech Republic sro
8,375,853
6,835,219
Sarantis Slovakia S.R.O
0
708,633
Ergopack LLC
1,066,557
797,514
Sarantis Hungary Kft.
877,141
1,190,824
Sarantis Portugal Lda
1,697,647
1,121,708
Lenidi SA
282,436
2,598,206
Lenidi Bulgaria LTD
85,992
67,714
Total
37,749,204
37,096,307
Other income
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
228,172
217,331
Sarantis Banja Luca D.O.O
8,155
6,108
Sarantis Skopje D.O.O
23,588
21,518
Sarantis Bulgaria LTD
74,426
43,029
Sarantis Romania S.A.
305,806
237,875
Sarantis Polska S.A.
1,247,696
1,395,713
Sarantis Czech Republic sro
325,166
319,545
Polipak SP.Z.O.O.
113,175
172,562
Sarantis Slovakia S.R.O
4,403
28,501
Ergopack LLC
117,584
115,894
Sarantis Hungary Kft.
97,088
108,305
Sarantis Portugal Lda
129,231
92,319
Lenidi SA
0
23,116
Lenidi Bulgaria LTD
0
7,987
Lenidi Romania LTD
0
3,951
Total
2,674,488
2,793,753
Grand total income
40,423,693
39,890,060
165
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
E
xpenses and Purchases
Purchases of merchandise - services - assets
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Belgrade D.O.O
332
0
Sarantis Bulgaria LTD
6,910
5,181
Sarantis Romania S.A.
40,671
27,146
Sarantis Polska S.A.
2,154,878
2,134,762
Sarantis Czech Republic sro
0
3,872
Polipak SP.Z.O.O.
2,341,483
3,513,445
Sarantis Hungary Kft.
5,422
0
Lenidi SA
112,905
486,126
Total
4,662,601
6,170,532
It is noted that in the above amount, with the associated company Lenidi SA, an amount of 17 thousand Euros
related to the purchase of fixed assets is included.
Expenses – interest
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Bulgaria LTD
0
41,198
Sarantis Romania S.A.
0
82,503
Sarantis Polska S.A.
0
41,399
Zetafin LTD
15,687
0
Waldeck LTD
0
15,687
Lenidi SA
187,703
67,484
Total
203,389
248,271
Other expenses
01.01 - 31.12.2023
01.01 - 31.12.2022
Sarantis Polska S.A.
0
206
Elode France SARL
37,811
0
Total
37,811
206
Grand total expenses
4,903,801
6,419,009
Table of disclosures of related parties
Group
Company
a) Income
732,881
40,423,693
b) Expenses
372,462
4,903,801
c) Receivables
184,651
3,376,464
d) Liabilities
6,495,399
10,311,294
e) Transactions and remuneration of senior
executives and management
2,631,450
2,631,450
f) Receivables from senior executives and
management
0
0
g) Liabilities towards senior executives and
management
810
810
h) Receivables from affiliates
0
0
i) Liabilities to affiliates
0
0
It is noted that related party transactions are performed at normal market purchase prices.
166
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.30
Business Units and Geographical Analysis tables
4.10.30.1
Breakdown by Business Unit
Analysis of Consolidated Sales*
SBU Turnover (€ mil)
2023
%
2022
Beauty/Skin/Sun Care
48.2
32.0%
36.5
% of Total
10.0%
8.2%
Personal Care
102.8
17.2%
87.7
% of Total
21.3%
19.7%
Home Care
164.1
4.7%
156.7
% of Total
34.0%
35.2%
Private Label
30.7
-6.9%
33.0
% of Total
6.4%
7.4%
Strategic Partneships)
% of Total
Mass Distribution
% of SBU
Selective Distribution
% of SBU
132.6
4.6%
126.7
27.5%
28.5%
86.0
4.2%
82.5
64.9%
65.1%
46.6
5.3%
44.2
35.1%
34.9%
Other Sales
3.9
-13.6%
4.5
% of Total
0.8%
1.0%
Total Turnover
482.2
8.3%
445.1
* The financial figures for the comparable year 2022 included in the table above present the Continuing activities of the Group excluding
ELCA Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and excluding Hoztorg LLC, since the Group
decided to permanently withdraw from the Russian market.
** For administrative purposes on 31/12/2023, the Group monitors the operating results in the above business sectors. Subsequently,
previous year's figures have been adjusted to be comparable to the ones of the current year.
167
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Analysis of Consolidated EBIT*
SBU EBIT (€ mil)
2023
%
2022
Beauty/Skin/Sun Care
Margin
% EBIT
5.4
11.2%
11.4%
14.0%
4.7
13.0%
14.7%
Personal Care
Margin
% EBIT
13.2
12.8%
28.0%
54.8%
8.5
9.7%
26.4%
Home Care)
22.4
87.4%
11.9
Margin
13.6%
7.6%
% EBIT
47.6%
37.1%
Private Label
-0.3
-123.7%
1.1
Margin
-0.8%
3.3%
% EBIT
-0.5%
3.4%
Strategic Partnerships
Mass Distribution
Selective Distribution
Margin
% EBIT
Ma rgin
% EBIT
Ma rgin
% EBIT
7.4
13.5%
6.5
5.6%
5.2%
15.8%
20.3%
6.0
28.9%
4.7
7.0%
5.6%
12.8%
14.4%
1.4
-24.4%
1.9
3.1%
4.3%
3.0%
5.9%
Other Sales
-1.1
-85.1%
-0.6
Margin
-27.5%
-12.8%
% EBIT
-2.3%
-1.8%
Total EBIT
47.1
45.9%
32.2
Margin
9.8%
7.2%
* The financial figures for the comparable year 2022 included in the table above present the Continuing activities of the Group excluding
ELCA Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and excluding Hoztorg LLC, since the Group
decided to permanently withdraw from the Russian market.
** For administrative purposes on 31/12/2023, the Group monitors the operating results in the above business sectors. Subsequently,
previous year's figures have been adjusted to be comparable to the ones of the current year.
168
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
4.10.30.2
Geographical Breakdown
For administrative purposes, the Group monitors its operating results separately by country of activity. The allocation
of operating expenses is performed in order to serve the evaluation of performance and facilitate the decision-making
process by business segment.
Country Turnover (€mil)
2023
%
2022
Greece (incl. Portugal
International Markets)
% of Total Turnover
and Selected
156.0
32.4%
3.7%
150.4
33.8%
Poland
110.4
2.9%
107.3
Romania
79.1
14.7%
69.0
Bulgaria
19.7
19.2%
16.6
West Balcans
37.5
11.1%
33.8
Czech- Slovakia
41.1
25.2%
32.8
Ukraine
25.3
12.3%
22.5
Hungary
13.0
2.7%
12.7
International Network
326.2
10.7%
294.6
% of Total Turnover
67.6%
66.2%
Total Turnover
482.2
8.3%
445.1
* The financial figures for the comparable year 2022 included in the table above present the Continuing activities of the Group excluding
ELCA Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and excluding Hoztorg LLC, since the Group
decided to permanently withdraw from the Russian market.
Analysis of Consolidated EBIT*
Country EBIT (€mil)
2023
%
2022
Greece (incl. Portugal
International Markets)
% of Total EBIT
and Selected
16.6
35.2%
24.0%
13.3
41.4%
Poland
6.2
88.2%
3.3
Romania
11.7
63.8%
7.2
Bulgaria
2.5
35.9%
1.8
West Balcans
3.6
33.5%
2.7
Czech- Slovakia
4.9
52.8%
3.2
Ukraine
1.3
70.9%
0.8
Hungary
0.3
520.3%
-0.1
International Network
30.5
61.4%
18.9
% of Total EBIT
64.8%
58.6%
Total EBIT
47.1
45.9%
32.2
* The financial figures for the comparable year 2022 included in the table above present the Continuing activities of the Group excluding
ELCA Cosmetics Ltd contribution, since the Group’s participation was sold on June 15 2022, and excluding Hoztorg LLC, since the Group
decided to permanently withdraw from the Russian market.
** The Western Balkans geographic area includes sales in Serbia, Bosnia-Herzegovina, North Macedonia and Slovenia.
169
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2023 - 31/12/2023
Marousi, 11
th
March 2024
THE CHAIRMAN OF THE
BOARD
THE CEO & BOARD
MEMBER
THE DEPUTY CEO &
BOARD MEMBER
THE GROUP CHIEF
FINANCIAL OFFICER &
BOARD MEMBER
THE ACCOUNTING MANAGER
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
IOANNIS BOURAS
CHRISTOS VARSOS
SPYRIDON PARISIADIS
ID
No. X 080619/2003
ID
No .AI 597050/2010
ID
No. AB 055247/2006
ID
No. AO 547315/2020
ID No. AZ 521671/2007
Registr. No of E.C. A CLASS 86116
