2
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 SARANTIS S.A. on March 27
th
2023. 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 2022
...................................................................................................................
10
2.4
MAJOR RISKS AND UNCERTAINTIES FOR 2023
......................................................................................................................................
12
2.5
FUTURE OUTLOOK AND PROSPECTS
.....................................................................................................................................................
27
2.6
RELATED PARTY TRANSACTIONS
...........................................................................................................................................................
28
2.7
DETAILED INFORMATION ACCORDING TO A. 4, PAR.7, L.3556/2007
. ..................................................................................................
31
2.8
Information for acquired Treasury Shares according to article 50 paragraph 2 of L. 4548/2018
. ........................................................
32
2.9
RESEARCH AND DEVELOPMENT ACTIVITY
............................................................................................................................................
33
2.10
COMPANY’S BRANCHES
........................................................................................................................................................................
33
2.11
SUBSEQUENT EVENTS
...........................................................................................................................................................................
33
2.12
CORPORATE GOVERNANCE STATEMENT
..............................................................................................................................................
34
2.13
NON-FINANCIAL STATEMENT
...............................................................................................................................................................
49
2.14
ALTERNATIVE PERFORMANCE MEASURES (“APM”)
.............................................................................................................................
79
3.
INDEPENDENT AUDITOR’S REPORT
............................................................................................................................................................
82
4.
ANNUAL FINANCIAL STATEMENTS
.............................................................................................................................................................
91
4.1
STATEMENT OF FINANCIAL POSITION
...................................................................................................................................................
91
4.2
STATEMENT OF COMPREHENSIVE INCOME
..........................................................................................................................................
92
4.3
STATEMENT OF CHANGES IN GROUP’S EQUITY FOR THE PERIOD
........................................................................................................
93
4.4
STATEMENT OF CHANGES IN COMPANY’S EQUITY FOR THE PERIOD
...................................................................................................
94
4.5
STATEMENT OF CASH FLOWS
...............................................................................................................................................................
95
4.6
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
...............................................................................................................................
96
4.7
BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
.........................................................................................................
97
4.8
BASIC ACCOUNTING PRINCIPLES
.........................................................................................................................................................
101
4.8.1
Consolidation
..........................................................................................................................................................................
101
4.8.2
Foreign currency translation
...................................................................................................................................................
102
4.8.3
Financial information by segment
...........................................................................................................................................
102
4.8.4
Goodwill
..................................................................................................................................................................................
103
4.8.5
Intangible assets
.....................................................................................................................................................................
103
4.8.6
Tangible assets
........................................................................................................................................................................
103
4.8.7
Investments in Property
..........................................................................................................................................................
104
4.8.8
Impairment of non-financial assets
.........................................................................................................................................
104
4.8.9
Inventories
..............................................................................................................................................................................
105
4.8.10
Financial instruments
..............................................................................................................................................................
105
4.8.11
Offsetting of financial instruments
.........................................................................................................................................
106
4.8.12
Trade receivables
....................................................................................................................................................................
106
4.8.13
Cash & cash equivalents
..........................................................................................................................................................
107
4.8.14
Share capital
............................................................................................................................................................................
107
4.8.15
Loans
.......................................................................................................................................................................................
107
4.8.16
Leases
......................................................................................................................................................................................
107
4.8.17
Employee benefit
....................................................................................................................................................................
107
4.8.18
Recognition of income
............................................................................................................................................................
108
4.8.19
Government grants
.................................................................................................................................................................
109
4.8.20
Contingent Liabilities and Provisions
......................................................................................................................................
109
4.8.21
Dividend distribution
..............................................................................................................................................................
109
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.8.22
Current and deferred taxation
................................................................................................................................................
109
4.9
FINANCIAL RISK MANAGEMENT
.........................................................................................................................................................
110
4.9.1
Capital Management
...............................................................................................................................................................
110
4.9.2
Financial Instruments
..............................................................................................................................................................
110
4.9.3
Definition of fair values
...........................................................................................................................................................
111
4.9.4
Foreign exchange risk
..............................................................................................................................................................
112
4.9.5
Interest Rate Risk
....................................................................................................................................................................
112
4.9.6
Credit Risk
...............................................................................................................................................................................
113
4.9.7
Liquidity Risk
...........................................................................................................................................................................
113
4.9.8
Raw material price risk
............................................................................................................................................................
114
4.10
EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS
...................................................................................................................
114
4.10.1
Segment reporting
..................................................................................................................................................................
114
4.10.2
Investments in subsidiaries, associates
...................................................................................................................................
116
4.10.3
Goodwill
..................................................................................................................................................................................
117
4.10.4
Inventories
..............................................................................................................................................................................
118
4.10.5
Trade and other receivables
...................................................................................................................................................
119
4.10.6
Cash & cash equivalents
..........................................................................................................................................................
121
4.10.7
Financial Assets at Fair Value through Results
........................................................................................................................
121
4.10.8
Trade and other liabilities
.......................................................................................................................................................
121
4.10.9
Provisions and other long-term liabilities
...............................................................................................................................
122
4.10.10
Loans
.......................................................................................................................................................................................
123
4.10.11
Income Tax
..............................................................................................................................................................................
125
4.10.12
Deferred taxes
.........................................................................................................................................................................
126
4.10.13
Employee benefits
..................................................................................................................................................................
127
4.10.14
Expenses per category
............................................................................................................................................................
128
4.10.15
Financial Income / Expenses
...................................................................................................................................................
130
4.10.16
Share capital
............................................................................................................................................................................
130
4.10.17
Earnings per Share
..................................................................................................................................................................
131
4.10.18
Dividends
................................................................................................................................................................................
131
4.10.19
Treasury Shares
.......................................................................................................................................................................
131
4.10.20
Reserves
..................................................................................................................................................................................
131
4.10.21
Table of changes in fixed assets
..............................................................................................................................................
132
4.10.22
Number of Employees
.............................................................................................................................................................
140
4.10.23
Provisions for post-employment employee benefits
..............................................................................................................
140
4.10.24
Litigation Cases
.......................................................................................................................................................................
141
4.10.25
Contingent Liabilities
...............................................................................................................................................................
141
4.10.26
Contractual Obligations
..........................................................................................................................................................
141
4.10.27
Events after the Balance Sheet Date
.......................................................................................................................................
141
4.10.28
Foreign Exchange Differences
.................................................................................................................................................
141
4.10.29
Related party transactions
......................................................................................................................................................
142
4.10.30
Business Units and Geographical Analysis Tables
...................................................................................................................
146
4
1.
STATEMENTS BY MEMBERS OF THE BOARD OF DIRECTORS
Statements by Members of the Board of Directors
(according to article 4 of Law 3556/2007)
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 2022 (from 1 January 2022 to 31 December 2022), 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 those of the companies included in the
consolidation, considered as a whole.
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. , and of the businesses
included in the Group consolidation, considered as a whole, including the description of the principal risks and
uncertainties faced.
Marousi, March 27
th
2023
The Members of the Board
THE CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
& BOARD MEMBER
THE FINANCE DIRECTOR &
BOARD MEMBER
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
KONSTANTINOS ROZAKEAS
ID No. X 080619/03
ID No.
AI 597050/2010
ID No. AK 783631/13
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
5
BOARD OF DIRECTORS’ ANNUAL MANAGEMENT REPORT
FOR THE YEAR 01.01.2022 – 31.12.2022
6
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
2.
BOARD OF DIRECTORS’ ANNUAL MANAGEMENT REPORT
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF THE COMPANY “GR. SARANTIS S.A. ”
on the Annual Financial Statements for the financial year from 1st January to 31
st
December 2022
2.1
INTRODUCTION
The present Annual Report by the Board of Directors which follows (hereinafter the “Report”) refers to the financial
period 01.01.2022 - 31.12.2022. This Report was prepared and is in line 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, as well as Decision no 8/754/14.04.2016 issued by the Board of Directors of Hellenic
Capital Market Commission and provisions 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
1.1.2022-31.12.2022.
The present report briefly presents the Company’s financial information for financial year 2022, 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:
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
The Group’s total turnover during FY 2022 reached € 445.07 million from € 406.26 million in FY 2021, up by 9.55%, a
significant performance driven by both value and volume.
The diversification of the Group’s product portfolio, its focus behind its HERO portfolio, and its ability to exploit
opportunities in high-potential spaces, as well as pricing actions, supported sales growth, across the Group’s region
and behind its strategic product categories, particularly within the categories of skin care, sun care, body wash,
deodorants, garbage bags, food packaging products and food supplements, as well as luxury cosmetics, that were
positively influenced by higher demand.
7
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
•
Greek sales amounted to €148.24 million in 2022 compared to €142.78 mil. last year, up by 3.82%,
presenting significant growth behind strategic personal care categories, such as skin care, suncare,
deodorants, fragrances, haircare, as well as behind the home care categories of food packaging and
garbage bags. At the same time, Greek sales benefited considerably from growth opportunities within the
health care and the exports channels, while strong growth was observed in the luxury cosmetics channel.
•
The Affiliates exhibited significant sales growth of 12.66% across all strategic product categories,
reaching €296.83 million in 2022 from €263.48 million last year. Excluding the fx currency impact, on a
currency neutral basis, Affiliates’ sales presented a growth of 14.23%.
Throughout 2022, persisting cost inflation, that was further exacerbated due to the war in Ukraine, put significant
pressure on the Group’s profitability. In order to partly mitigate the impact of inflationary pressures and supply
chain disruptions the Group responded with initiatives aimed at driving top line growth, including dynamic pricing
and enhanced diversification, while at the same safeguarding the Group’s competitive positioning and focus behind
quality. In addition, the Group placed emphasis on cost saving initiatives, relating to supply chain optimization,
product portfolio rationalization, focus on increasing efficiency and productivity, and balanced advertising and
promotion expenses.
•
EBITDA*
was down by 4.85% to € 45.53 mil. in FY 2022 from €47.86 mil. in FY 2021, with an EBITDA
margin of 10.23% from 11.78% in FY 2021.
•
Earnings Before Interest and Tax (EBIT) reached Earnings Before Interest and Tax (EBIT) reached €
32.24 mil. during FY 2022 versus € 34.99 mil. in FY 2021, reduced by 7.86%, and EBIT margin stood at
7.24% from 8.61% in FY 2021.
•
Earnings Before Tax (EBT) settled at €31.76 mil. in FY 2022 from €37.72 mil. in FY 2021, reduced by
15.81%, with the EBT margin reaching 7.14% from 9.29% the previous year.
•
Net Profit reached €26.27 mil. in FY 2022 from €31.01 mil. in the previous year, down by 15.29%, while
Net Profit margin settled at 5.90% from 7.63% in FY 2022.
The financial figures 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. Analytical information can be found in the Group’s 2022 Financial report in
paragraph 4.10.2
*Alternative Performance Measures as defined in paragraph 2.14 of the Group’s Financial Report.
On the balance sheet front, the Group exhibits a healthy financial position supported by the profitability of the
business, balanced capital expenditure as well as the efficient working capital management.
Thus, as of the end of 2022 the Group successfully maintained a net cash position of € 15.35 mil. Despite the
challenges posed by supply chain disruptions, the Group has managed to maintain its working capital requirements
over sales close to last year's levels, which underscores its strong ability to manage inventory efficiently.
Additionally, the Group's close control of trade receivables demonstrates its commitment to maintaining a healthy
cash flow position.
Overall, the Group is navigating a difficult market environment, but remains committed to its strategic agenda
investing in initiatives to accelerate growth, either organically or through acquisitions, and to return value to its
shareholders.
As part of its strategy to further grow sales and profits organically, 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 & 2022 a significant project took place related to focusing on the Group’s HERO portfolio,
high-value core brands within our strategic categories that can drive profitability and sustainable growth for our
business. We implemented successfully a portfolio rationalization process, that resulted in the destruction of low
value adding non-core stock, and benefited from the focus we placed behind our HERO portfolio through increased
sales and targeted A&P expenses. We expect that our strategic focus on our HERO portfolio will have a significant
positive impact on our future growth prospects.
8
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Within 2022, the Group paid a dividend for FY 2021 of approximately €10 mil. (0.143108 euros per share).
and the Board of Directors will propose to the AGM a dividend payment of € 10 mil. (0.143108 euros per share)
highlighting its commitment behind returning value to its shareholders, while following its strategic objectives.
At the same time the Group remains active behind its agenda for acquisitive growth. The acquisition of STELLA
PACK, a Polish consumer household products company, boasting 25 years of successful presence in the categories
of Garbage Bags, Food Packaging and Cleaning items for the Household, is expected to be finalized by the end of H1
2023, following the approval of the antimonopoly authorities, and is estimated to bring significant additional value
creation to the Group, as well as contribute to the Group’s efforts behind circular economy practices.
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. The construction
of Polipak’s new production facility is a significant investment to this end. The new, 24,000 square-meter,
technologically advanced production plant is equipped with modernized machinery, upgraded R&D and implements
automated production processes towards the production of more environmentally friendly products and increased
energy efficiency. The new halls have been fully automated, equipped with robotic systems and autonomous
forklifts, a most advanced central feeder and a cascading regranulation line, while the final product is improved in
terms of ecological profile, durability, and functionality.
ESG Highlights - Consistent progress behind the Group’s Sustainability Strategy
Our robust financial position enables us to consistently support our social and environmental ambitions, in line with
our aim to maintain the optimum balance between our economic performance and our responsible environmental
and social practices.
Within 2022 we have made significant progress behind our ambitions and our initiatives centered around the
Group’s sustainable development pillars:
Sustainable production and consumption
is 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 actions aimed 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.
We focus on replacing our traditional Quality Management System with an Integrated Management System
that focuses on Safety & Health, Environment, and Quality (SHEQ). Within 2022 we have invested in
Environmental Management and Occupational Health & Safety Management systems and obtained ISO
45001:2018 and ISO 14001:2015 certifications at our facilities.
We also made further progress in mitigating our footprint on climate change through the installation of
photovoltaic systems at our facility in Oinofyta, that cover almost half of the plant's energy needs, and aim to
increase the use of renewable energy sources in the future. 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. For example, within 2022 we
launched an eco-sun care line supported by our Carroten, Astrid, Kolastyna, and Elmiplant brands, and recently
within March of 2023, a refillable clean beauty brand, clinea, that uses a unique clean formula concept and
sustainable packaging packaging of recycled and recyclable materials and refillable jars.
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 2022, we completed investments in Occupational Health & Safety Management Systems (ISO 45001:2018)
for all of our production facilities, ensuring that our employees work in safe and secure environments. 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.
To gauge employee satisfaction and loyalty, we launched an Employee Engagement Survey in 2022 that had a
90% participation rate. We are using this feedback to invest in specific areas for improvement. We are also
committed to upskilling and learning opportunities, with a 208% increase in learning activity across the Group.
9
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Finally, our commitment to inclusion is reflected in the high participation of female employees, which stands at
54% 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 multi-
dimensional donations in 9 countries (Greece, Poland, Romania, Bulgaria, Czech Republic, Bosnia and
Herzegovina, Serbia, Portugal and Philippines). As part of our commitment to social responsibility, the Group
allocated more than 2.5 mil. € 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.
In terms of the business unit analysis, Personal Care products sales were up by 9.92% yoy to €193.75 mil. in FY 2022
from €176.27mil. in FY 2021, supported by growth in both the own brands and distributed brands portfolio, that
increased by 13.24% and 4.40% respectively.
Overall, the diversification of the product portfolio, the focus on the HERO portfolio, taking advantage of
opportunities in high-potential areas, as well as pricing actions, drove growth for our personal care across all
strategic categories and across the Group’s region. The category’s participation to total Group turnover amounted
to 43.53%.
Sales of Home Care amounted to €162.60 million from €156.99 million in FY 2021, increased by 3.57%, driven by
strong growth in garbage bags and food packaging subcategories. The category’s participation to total Group
turnover amounted to 36.53%.
The category “Private Label” represents sales of Polipak, the Polish packaging products company, which specializes
on the production of private label garbage bags. Sales of this category exhibited a 46.61% increase in FY 2022
amounting to €32.98mil. from €22.50 mil. in FY 2021.
As for the operating income analysis by business unit, Personal Care products EBIT settled at €15.30 mil. from
€12.25 mil. in H1 2021, up by 24.87%, positively influenced by a marginal change in gross profit margin as well as
controlled advertising and promotion expenses. The EBIT margin of Personal Care products stood at 7.90% in FY
2022 from 6.95% in FY 2021.
The EBIT of Home Care products negatively affected by inflationary pressures on raw material prices declined to
€12.01 million from €18.27 million. The EBIT margin of the Home Care products stood at 7.38% during FY 2022 from
11.64% in FY 2021 and their participation to total Group EBIT settled at 37.25% in FY 2022.
The EBIT of the Other Sales category settled at €3.84 mil from €3.40 mil. last year, increased by 13.09%, driven by
the Luxury Cosmetics subcategory that benefited from optimization of expenses.
As far as the geographical analysis is concerned, Greece, presented Greek sales amounted to €148.24 million in
2022 compared to €142.78 mil. last year, up by 3.82%, presenting significant growth behind strategic personal care
categories, such as skin care, suncare, deodorants, fragrances, haircare, as well as behind the home care categories
of food packaging and garbage bags. At the same time, Greek sales benefited considerably from growth
opportunities within the health care and the exports channels, while strong growth was observed in the luxury
cosmetics channel. The Affiliates exhibited significant sales growth of 12.66% across all strategic product categories,
reaching €296.83 million in 2022 from €263.48 million last year. Excluding the fx currency impact, on a currency
neutral basis, Affiliates’ sales presented a growth of 14.23%.
Furthermore, the Greek The Greek EBIT during FY 2022 reduced by 15.79% to €13.35 mil., from €15.85 mil. in FY
2021, mainly influenced by pressures in the gross profit margin particularly within the Home Care category.
Greek EBIT margin stood at 9.00% during FY 2022 from 11.10% in FY 2021.
The Affiliates’ EBIT was down by 1.30% during FY 2022, amounting to €18.89 mil. from 19.14 mil the previous year.
The Affiliates’ EBIT margin settled at 6.36% from 7.27% in FY 2021.
It is noted that:
The breakdown business unit and by 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.
10
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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, it applies proportionally the distribution of
expenses per country.
2.3
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2022
Acquisition of Stella Pack in Poland
During March 2
nd
2022 Sarantis Group announced that it has entered into an agreement to acquire STELLA
PACK S.A., a Polish consumer household products company.
More specifically, Sarantis Polska S.A., a 100% subsidiary of Gr. Sarantis S.A., signed an agreement for the
acquisition of 100% of the share capital of the Polish company Stella Pack S.A. The acquisition is subject to
customary closing conditions and the approval of the antimonopoly authorities in the countries of Stella Pack’s
activity, that is expected within 2023.
STELLA PACK is a leading player in the production and distribution of household products, boasting 25 years of
successful presence in the categories of Garbage Bags, Food Packaging and Cleaning items for the Household
with an annual turnover of approximately 65 million euros.
STELLA PACK contributes to the cyclical economy as it works only with recycled plastic and it owns a waste
separation line that manufactures internally own recycled plastic covering fully its production needs.
This acquisition, completely aligned with the Group’s strategic growth plan, is a great fit within the Group’s
portfolio and reinforces its position as a leading consumer products company, supporting further the Group’s
geographical footprint in its territory.
Resignation and replacement of Board of Directors member – Formation of the BoD into body
On April 21st 2022, Mr. George Kostianis, submitted his resignation as an executive member of the Board of
Directors. The Board of Directors, at its meeting dated April 21st 2022, in replacement of the resigned member,
decided, in accordance with a.82 par 1. of L. 4548/2018 and article 10 of the Company’s Articles of Association,
the election of Mr. Evangelos Siarlis.
Following the election of the new member of the Board of Directors, in replacement of the resigned member,
the Board of Directors, during its aforementioned meeting, was formed into 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,
Aikaterini P. Saranti, Non-executive member,
Konstantinos P. Rozakeas, Executive member,
Konstantinos F. Stamatiou, Executive member,
Ioannis K. Bouras, 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.
The new member will exercise his duties for the remaining period until the end of the term of the existing Board
of Directors.
Mr. Siarlis’ CV can be found on the Company’s website
of-directors/
Resolutions of the Ordinary General Shareholders’ Meeting of May 31
st
2022
On May 31th 2022, Tuesday and at 14:00, the Ordinary General Shareholders’ Meeting of “GR. SARANTIS S.A.”
took place at the Company’s registered offices and made decisions on following daily agenda issues:
11
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
1.
Submission and approval of the Annual Financial Statements along with the Management's and
Statutory Auditor's Report, for the financial year 1.1.2021 - 31.12.2021.
2.
Submission of the Annual Audit Committee report, for the financial year 1.1.2021 - 31.12.2021.
3.
Approval of the overall management for the financial year 01.01.2021 - 31.12.2021.
4.
Discharge of the Certified Auditors for the audit of the financial year 01.01.2021 - 31.12.2021.
5.
Election of a regular and an alternate certified auditor for the ordinary audit of the financial year
1.1.2022 - 31.12.2022, and determination of their fees.
6.
Submission for discussion and voting of the Remuneration Report for the financial year 01.01.2021-
31.12.2021.
7.
Election of a new Audit Committee in accordance with article 44 of Law 4449/2017, as in force -
determination of type, term of office, number and capabilities of its members, as well as determination
of its members.
8.
Approval of the terms for the Company’s share buyback program, in accordance with article 49 of Law
4548/2018 as in force, and provision of relevant authorizations.
9.
Submission of the report of the independent non-executive members of the Board of Directors
according to article 9 par. 5 L. 4706/2020.
10.
Announcement of the election of a new member of the Board of Directors in replacement of a resigned
member, in accordance with article 82 par. 1 Law 4548/2018.
11.
Amendment of article 3 (corporate purpose) of the Company’s articles of association.
Read the resolutions of the Ordinary General Shareholders Meeting of May 31
st
2022.
Announcement of dividend payment of Fiscal Year 2021
Following the General Shareholders Meeting resolution dated May 31st 2022, the company GR. SARANTIS S.A.
announces the distribution of a dividend payment for the fiscal year 2021 amounting to 0.1431076139 euro per
share.
According to the legislation in force, the dividend corresponding to the company’s 2,915,273 treasury shares is
applied to the dividend paid out to the other shareholders and hence the dividend is increased to 0.14933796
euro per share.
The aforementioned dividend amount is subject to a 5% withholding tax and therefore shareholders will receive
a net amount of 0.141871062 euro per share.
June 3rd 2022 is set as the ex-dividend date, while the entitled shareholders are those registered in the
Dematerialized Securities System on June 6th 2022 (Record date).
The dividend payment took place on Friday, June 10th 2022.
Announcement regarding the election of the Audit Committee Chairman and the formation of the Audit
Committee into body
Following the election by the Ordinary General Meeting of May 31, 2022, as members of the Audit Committee,
of Messrs. Christos Economou of Ioannis and Irene Nikiforakis of Markos, independent non-executive members
of the Board of Directors, and Mr. Ioannis Arkoulis of Michael, non-member of the Board of Directors, Certified
Public Accountant, and in accordance with the provisions of a. 44 of Law 4449/2017, the members of the Audit
Committee, during the meeting of 02 June 2022, decided to appoint, Mr. Ioannis Arkoulis of Michael as its
Chairman.
Following the above, the Company’s Audit Committee was formed into body as follows:
Ioannis M. Arkoulis, Chairman of the Audit Committee,
Christos I. Economou of Ioannis, member of the Audit Committee,
Irene M. Nikiforaki, member of the Audit Committee.
It is noted that the Audit Committee is an independent committee, since it consists of two independent non-
executive members of the Board of Directors and a third person, and has a term starting from its election until
the Ordinary General Meeting to be convened in 2023.
Announcement regarding sale of the Company’s 49% participation in the Joint Venture with THE ESTÉE
LAUDER COMPANIES for the price of €55.2m
Following twenty-one years of successful partnership, GR. SARANTIS S.A. announced on June 16
th
2022 the sale
of its 49% participation in the JV with The Estée Lauder Companies for an aggregate price of €55.2 million.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
As part of its go-to-market strategy, The Estée Lauder Companies has decided that as of June 15 2022, it will run
its operations in the Greek and Balkans markets directly, in line with its approach in other markets in the EMEA
region. This transaction does not affect the existing employment relationships of the joint venture employees.
Moreover, as a part of Sarantis Group strategy, the sale agreement was concluded pursuant to Sarantis
management’s commitment to focus on the strategic activities of the Group and allotment of funds and human
resources for supporting its further growth.
The aggregate purchase price amounted to 55.2 mil euros. More specifically, the amount of EUR 14 million was
paid on 16.6.2022, and the balance will be paid in two equal installments of EUR 20,6 million, in January 2025
and in January 2028.
Update on Ergopack’s operation
On 24 February 2022 we temporarily closed Ergopack’s plant that is based in Kaniv and suspended our
production for safety reasons. Since end of April, we progressively restarted manufacturing in Ukraine and are
currently distributing and selling, under a strict credit control policy, and therefore we manage to cover the
majority of our channels in Ukraine as well as Ergopack’s export network.
Despite the temporary suspension of Ergopack's activity that lasted for two months, Ergopack's sales during
2022 amounted to € 22.51 million compared to € 27.33 million last year, decreased by 17.6%. Ergopack’s EBIT
within 2022 settled at € 0.78 mil. up from € 0.27 mil. last year, demonstrating its ability to rationalize costs.
Ergopack’s territory remains a significant region for the Group and constitutes an integral part of our strategy.
On July 11, 2022, the Company purchased a land plot of 10,000 sq.meters at Oinofyta worth of €2.4 million.
In January 2022, the sale of the Romanian investment land plot worth 4.6 million euros was completed.
The Company’s Board of Directors during its meeting on October 3rd 2022 decided to permanently withdraw
from the Russian market in the context of the crisis between Ukraine and Russia, as based on the evolution of
the war, there was no possibility of exercising control and management of the subsidiary’s operations in Russia.
The company was active in the Russian market through its 100% indirect subsidiary HOZTORG LLC., a
commercial business. The loss from the termination of its activity in Russia amounts to 959,717 euros.
2.4
MAJOR RISKS AND UNCERTAINTIES FOR 2023.
2.4.1
Risk management – framework
2.4.1.1
Introduction and contextual framework
SARANTIS 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 information 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.
2.4.1.2
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The Management in the context of the organization’s operation and while aiming at the continuous improvement of
structures and methods during its evolutionary course and adaptation to the constantly changing business
environment, applies 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
2.4.1.3
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.
In particular, the Board of Directors is the body that oversees the risk management system.
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 supervises 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.
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
2.4.1.4
Risk tolerance
SARANTIS has a certain risk tolerance that has been determined at the corporate level which means 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, 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.
2.4.1.5
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.
-
Identification of risks
The identification and detection of risks is performed via the following stages:
•
Determination of corporate objectives
•
Identification of stakeholders and environment
•
Identification of risks
•
Relation between risks and stakeholders
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 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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
•
Pursuing the particular event if the organization identifies opportunities.
-
Monitoring of 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 1/1/2022 – 31/12/2022
2.4.1.6
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 Control
Unit. 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.
2.4.1.7
Corporate culture regarding risk management
At Sarantis, 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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 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/ Geopolitical
factors
Environmental factors
Social Factors
Legislation
(e.g. employment
laws, GDPR,
Taxation,
Governance law,
health and safety,
product
compliance)
Financial factors
Confidence and
stability in business
activities
Technological factors
Reputation
Consumers
X
X
X
X
X
Customers
X
X
X
X
Suppliers
X
X
X
X
Partners/Allies
X
X
X
X
X
Tax office
X
X
Capital Market
Commission
X
X
Data protection
authority
X
X
Stock exchange
X
Banks
X
X
X
Analysts
X
X
X
X
X
X
Investors
X
X
X
X
X
X
X
Shareholders
X
X
X
X
X
X
X
Employees
X
X
X
X
X
Municipalities
X
X
X
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 1/1/2022 – 31/12/2022
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
information
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:
- Such as issues of regulatory compliance with the new legislative framework to reduce the use of plastics in
packaging.
- Such as 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:
- Such as integrating human rights principles into both the organization's business activities and the supply
chain.
Governance Factors:
- Such as responsibility towards consumers with the aim of building a sustainable and long-term relationship.
- Such as respect for the privacy of persons and security when it comes to the management of their personal
data.
- Such as the security of information 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. For example the management of the pandemic, while it
significantly altered the operation of the organization following the remote work system that was successfully
implemented in a very short period of time, on the other hand it did not negatively affect the broader operation or
the results of the organization.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Also regarding the war in Ukraine, the subsidiary in Ukraine has returned to full operation demonstrating significant
recovery. Along the start of war, the subsidiary suspended its operation for a period of time, while the subsidiary in
Russia suspended its activity on permanent basis due to sanctions imposed in the country.
The Organization’s risks are prioritized based on the level of importance or criticality. The criticality level is the
combination of estimates about the respective impact and probability for each case.
The organization's risks are presented in four categories, as described above.
Business Risks
-
R1.
Geopolitical developments concerning relations with Turkey.
-
R2.
Geopolitical developments in Ukraine.
-
R3.
Market developments and competition. Product development trends
due to environmental commitments and future laws.
-
R4.
Reduction of consumer disposable income, trends in consumption due
to the effects of inflation.
-
R5.
Risks related to the organization's reputation. Drivers of such risks:
product failure, product compliance, ethics issues, legal compliance issues
(environmental, labor, data protection).
Operational Risks
-
R6.
Cyber security and data protection.
-
R7.
Developments in the supply chain. Cost factors of materials, energy,
labor, transportation.
-
R8.
Pressures at the organizational level and ineffective structures can
lead to insufficient compliance with the corporate regulatory framework.
Factors such as ignorance, error, fraud, insufficient staffing, can lead to the
emergence of risks such as insufficient compliance with laws or loss of
competitive advantage.
Financial Risks
-
R9.
Risks from fluctuations in exchange rates.
-
R10.
Risks due to higher financing costs following interest rate hikes.
-
R11. Credit risk.
-
R12.
Risks from contingent impairment of assets due to the war in Ukraine
(fixed assets, goodwill, deferred tax).
Legal and Compliance Risks
-
R13
Lawsuits and legal cases.
-
R14.
Legal and regulatory compliance issues (governance laws, data
privacy laws, money laundering laws, antitrust laws and environmental
laws).
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
-
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 Risk and Factors
R1.
Geopolitical developments (Greece - Turkey)
Description:
The political confrontation and subsequent tension between Greece and Turkey which was observed in
the period 1/1-31/12/22 was perceived as a potential risk of causing a heated episode between the two countries,
with consequent effects on the organization's supply chain.
Mitigation activities:
Broader international policy issues affecting the level of this particular risk are and will remain
outside the Organization’s control.
R1
R2
R3
R4
R5
R6
R7
R8
R9
R10
R11
R12
R13
R14
Likelihood of occurence
Potential impact
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Partial mitigation can be achieved, if required, by transferring part of production to other production units either to
subsidiaries or to third parties.
Target tolerance:
The organization implements a multi/alternative supplier strategy in the markets it operates in
order to mitigate significant impacts on the supply chain.
Scenario:
Due to the nature of the risk, the interruption of the supply chain might last for a few days and might
affect either the production capacity of the organization or the transfer of goods and raw materials.
Emerging threats:
Geopolitical developments in the region under certain conditions could affect the organization's
activities. However, in the first months of 2023 after the devastating earthquake in Turkey, the various political
tensions as well as confrontations seem to have faded to the point of elimination.
R2.
Geopolitical developments (Ukraine – Russia)
Description:
The war in Ukraine affected the subsidiary's supply chain initially in the form of business interruption
and then with reduced activity. Soon the subsidiary was back in full operation recovering from a difficult first half of
the year 2022. The subsidiary’s participation in the total sales of the Group is indicative of its overall course during
the examined period: while in 2021 the sales of subsidiary represented 7% of total group sales, in 2022 they
accounted for 5% and derived mainly from the second half of the year.
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 goods 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. However any disruption in the subsidiary's supply chain due to the war conflict would not affect
the business continuity of the Group.
R3.
Market developments and competition. Product development trends due to environmental commitments
and future laws.
Description:
Global geopolitical developments, the level of public debt of the international economy, the
commitments of Western societies towards climate change, the technological progress and their economic
implications, create new data, changes in perceptions, expectations and attitudes and lead to rearrangements in
structures, systems and procedures. The goal is adaptation to the new conditions and sustainable development.
Inability to adapt to the new conditions jeopardizes sustainability.
Mitigation activities:
- With regard to the geopolitical developments, the above mentioned also apply.
- The management, evaluating the conditions each time, follows a conservative policy regarding the handling of
financial matters with the aim of avoiding possible adverse consequences from unstable economic
circumstances and with the objective to maintain adequate liquidity on favorable terms.
- The organization’s strategy also calls for the reduction of the environmental footprint by following sustainable
production and consumption standards such as, for example, the increase of self-produced energy through the
expansion of renewable energy installations and the reduction of the use of plastic materials by 20% in
accordance with the European directives.
- The Company follows the technological innovations taking place in the sector in which it operates and
integrates more efficient systems of organization, production and distribution.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Target tolerance:
Regarding the risks related to sustainability and compliance with the regulatory framework, the
Management has established a zero tolerance policy.
Scenario:
- The adverse geopolitical developments in Ukraine were discussed above.
- A contraction in economic activity may lead to a weakening of cash flows, while a disturbance in the financial
markets may affect the cost of financing.
- Changes in environmental laws may increase the cost of compliance and affect the profit margin.
- Adoption of technological achievements, more efficient production and distribution systems are expected to
have a positive impact on efficiency.
Emerging threats:
A global sovereign debt crisis will affect economic activity across the board. Government debts
have exceeded all limits, while financial markets are experiencing a high level of volatility. Any adverse development
would lead to significant changes in both the availability of capital and the cost of funding.
R4.
Declining disposable income of consumers, trends in consumption due to the effect of inflation.
Description:
A decrease in the disposable income of consumers usually results in shifts in consumption from more
expensive consumer goods to cheaper ones. Given this trend and with regard to personal care products, a relative
shift from selective distribution items and OTC cosmetics to mass market items is usually expected. With regard to
household products, a relative shift is also expected to take place from branded items to non-branded and private
label items. Therefore a potential decline in consumer disposable income may adversely affect profit margin as
selective distribution products have a higher profit margin compared to mass market items, while the rising
consumption of mass market and private label items is expected to have an offsetting impact.
Mitigation Activities:
The organization is appropriately positioned in alternative distribution channels to mitigate
the effects of declining consumer disposable income. Furthermore, the management is committed towards its
strategic plan. It contemplates every possible case of expansion in the countries in which it operates that can
provide immediate value to shareholders, through the widening of the product portfolio, via further market
penetration and through maximization of synergies.
Target tolerance:
Target tolerance is limited to a loss of market share or profit margin that would result from a
temporary shift in consumer purchasing preferences.
Scenario:
The management is considering alternative scenarios for approaching customers in the mass market
channel in both personal care and household products with attractive pricing policies, with promotions and via
direct consumer outreach based on certain activities. In the selective distribution channel, the management
examines new partnerships with international houses, while it aims at targeted actions in cooperation with the
houses it already represents.
Emerging Threats:
Any adverse development in economic activity may have an additional negative impact on
consumers’ income, which may in turn affect the organization's cash flow generation and profit margin.
R5.
Risks related to the organization's reputation. Factors of such risks: product failure, product compliance,
organization’s ethics issues, legal compliance issues (environmental, labor, data protection)
Description:
- Product failure in terms of functionality may dissatisfy consumers, while long-term dissatisfaction may drive
consumers away from the Company’s products.
- Product failure in compliance issues may create a harmful image for the brand and perhaps for the
Company.
- Issues related to weak and inappropriate corporate practices may also affect the Company's reputation.
- Matters of non-compliance with environmental and labor laws and regulations, or the legislation on
personal data protection, are expected to have an adverse impact on the Company's reputation on the one
hand while on the other hand may lead to penalties and fines.
23
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Mitigation Activities:
- Reports on product issues are mainly collected through the consumer line, settled by the respective
commercial departments and checked by the Quality Control Unit. The latter also communicates reports to
commercial managers and the Compliance Officer. Each case is evaluated and processed individually.
- Product compliance issues are being monitored and managed by the R&D Unit and the respective assurance
department. Updates and briefings concerning the suitability of ingredients, as well as planned decisions by
the authorities in the group's countries of operation, are covered by external specialist providers.
- Matters related to inappropriate corporate practices fall under the Group's Code of Ethics. Training on the
principles of the Code is provided by Group’s HR Unit, while its implementation is performed and monitored by
the Internal Control Unit.
- Those in charge who manage issues related to environmental and labor laws and regulations, as well as
personal data protection legislation, have the necessary experience while they monitor all relevant
developments in their field through the competent bodies. At the same time they are assisted by the
Regulatory Compliance Officer through a relevant notice.
Target Tolerance:
With respect to risks related to reputation and regulatory compliance, the Management has
established a zero tolerance policy.
Scenario:
Violations of legal compliance could adversely affect the organization's reputation and result into
investigative costs, fines and/or personal penalties.
Emerging threats:
Potential extraordinary and unplanned changes made by the competent authorities regarding
ingredients that should be contained in products may cause various withdrawals of products from the market. This
on the one hand may affect the image of the various offered products and the reputation of the Company, and on
the other hand may lead to unexpected compliance costs.
2.4.3.2
Management of Operational risks and contingent factors
R6.
Cyber security and data protection
Description:
Cyber-attacks and data leakage, intentional or unintentional, 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 information system, performing actions in the structure of the systems
by 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 and with the aim of identifying weaknesses in the systems and also correcting such
flaws.
Goal tolerance:
With respect to risks related to reputation and compliance with the regulatory framework, the
Management has established a zero tolerance policy.
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.
24
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
R7.
Developments in the supply chain affect production costs and can result in a short-term reduction in profit
margin. Cost factors of materials, energy, labor, transportation.
Description:
Increase in production costs due to:
- Price increases in basic raw materials for the category of personal care products such as perfumes, oils and
chemicals, as well as for the categories of household products (food packaging products and plastic waste bags)
such as aluminum, plastic (PVC/LDPE Cling film,) and polyethylene (HDPE, LDPE, LLDPE).
- Increases in transportation costs due to increases in fuel prices.
- Increases in energy (€/KWH) and fuel prices.
- Increases in salaries and wages.
Mitigation activities:
- The prices of perfume, oil and chemical raw materials do not fluctuate significantly. Any differences are
balanced by changes in supply volumes when necessary, keeping alternative suppliers active and creating
emergency inventory stock.
- Regarding the impact of fluctuations on the prices of aluminum and plastic, the Group settles and then agrees
on the price at short intervals, and additionally it creates an emergency reserve whenever it deems necessary.
- Within the year 2022, the installation of a modernized photovoltaic system was completed, with 1MW
capacity which is expected to produce 1,350 MWH, covering approximately 50% of the production plant’s
energy needs. At the same time the expansion of the installation is being considered with the aim of placing
the factory under full energy autonomy mode.
Target tolerance:
The shift in the supply curve due to an increase in the cost of production is expected to bring a
new equilibrium point. The ability to absorb part of the cost via mitigation actions, as well as the transfer of part of
the cost to the final price of the products, will also affect the new equilibrium point. The Management has taken
certain actions in order to preserve the profit margin.
Scenario:
An increase in production costs may result in a short-term reduction of the profit margin.
Emerging threats:
Emerging threats depend on the structures of the markets in which the Group operates and are
also due to developments in the field of competition.
R8.
Pressures at the organizational level and ineffective structures can lead to insufficient compliance with the
corporate regulatory framework. Factors such as ignorance, error, fraud, insufficient staffing, can lead to the
emergence of risks such as insufficient compliance with laws or loss of competitive advantage.
Description:
Pressures at the organizational level can arise either due to the normal evolution of the organization or
due to new requirements in relation to the legal framework. Both cases require adaptation to the new conditions
and depending on the conditions a corporate transformation may be also required. The provision of resources in
both cases is imperative. When resources are not properly allocated based on the corresponding needs, then there
is emergence of organizational tensions. Consequently, factors such as ignorance, error, fraud, insufficient staffing,
contribute to deviations from the corporate regulatory framework and may lead to the emergence of risks such as
insufficient compliance with laws or loss of competitive advantage.
Mitigation Activities:
- The effectiveness and adequacy of the corporate regulatory framework is examined according to
importance based on a relevant assessment by the Internal Control Unit. The Internal Control Officer's
recommendations are evaluated by the management and adopted on a cost-benefit basis.
- The fraud case assessment framework includes the Code of Conduct, the Reporting and Complaints Policy
and the mapping / case assessment methodology, as well as the reporting table.
- The human resources department undertakes the communication of as well as the training on the Code of
Ethics and corporate values, while the Regulatory Compliance Officer undertakes the communication of the
use of the reports and complaints system.
25
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
- Training based on the needs of the organization are covered by the training program of the Human
Resources Department. At the same time special provisions are made in the training policy for key positions
such as in the units of Internal Control, Regulatory Compliance, Risk Assessment, IT Security, etc.
Target tolerance:
Pressures at the organizational level and improper allocation of resources are acceptable in the
short term. However, risks related to compliance with the regulatory framework have zero tolerance.
Scenario:
Pressures at the organizational level can lead to inefficient structures and deviations from the corporate
regulatory framework. Improperly distributed resources create organizational tensions in functions and
departments, which in combination with other factors could lead to crises.
Emerging threats:
Organization’s growth can put more pressure at the organizational level as the higher needs that
have to be served are not accompanied, or are selectively accompanied, by an increase in the required resources.
As a direct result, there will be an increase in tensions within the organization.
2.4.3.3
Management of financial risks and contingent factors
R9.
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 pairs.
R10.
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.
- 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 via 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. The ratio between the borrowing with a fixed interest rate and the
borrowing with a floating interest rate is assessed and determined by the Group's applicable policy. The policy of
the Group is to become independent from bank financing and through the production of free cash flows, to achieve
a zero net debt within the Group.
26
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
R11.
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. Provisions are made for bad debtors
where there is possibility of non-collection of such receivables. 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.
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.
R12.
Risks from contingent impairment of assets due to the war in Ukraine (fixed assets, goodwill, deferred tax)
Description:
The war in Ukraine may affect the value of the company's assets in the short term.
Mitigation activities:
On 12/31, the fair values are reviewed by the Certified Auditors who in turn decide about the
necessity or not of a reassessment. An impairment test is carried out for the brand names respectively, while the
business plan is also re-evaluated on an annual basis.
Target Tolerance:
The effect is expected to last until the end of the war
Scenario:
- With regard to the privately utilized assets (land plots and buildings), as well as the real estate
investments, the determination of the fair value is carried out by certified appraisers based on
international rules and guidelines. The process takes also into account comparative data of recent or older
real estate transactions in the wider property market if they exist or based on the depreciated
replacement cost (DRC) method as well as certain special characteristics such as location, size,
construction quality and state of maintenance.
- The fair value of assets traded in active money markets (e.g. derivatives, shares, bonds, mutual funds), is
determined based on the published prices as of the reporting date. An "active" money market exists when
there are readily available and regularly revised prices published by a stock exchange, broker, an industry,
a rating agency or a supervisory agency.
- The fair value of assets that are not traded in active money markets (e.g. derivative contracts over the
counter) is determined by using valuation techniques, which are mostly based on available information on
transactions carried out in active markets. These techniques tend to focus less to estimates of the
economic entity itself.
Emerging Threats:
The spreading of military conflict in the area of Kaniv could endanger the company's production
and operating facilities.
27
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
2.4.3.4
Legal risk management
R13.
Issues related to lawsuits and other legal cases
Description:
Lawsuits by third parties against the Group, administrative fines and any claims against third parties
are potential risks.
Mitigation activities:
- The company's policy stands for a proper transactional behavior which prevents potential conflicts.
- The organization's compliance with the respective regulatory framework has been set as a primary objective.
- The structure of the Credit Control unit / system and the applied policies and procedures minimize the risks of
non-collection of receivables or the risks in relation to settlements.
Target Tolerance:
Minimizing the organization's exposure from either potential lawsuits or claims against third
parties.
Scenario:
Potential administrative fines due to non-compliance, as well as potential claims from debtors’ collection.
Emerging threats:
Emerging threats depend on the structures of markets in which the Group operates, as well as
the ability of the organization to adapt to new and more demanding conditions.
R14.
Legal and regulatory compliance issues (governance laws, data privacy laws, money laundering laws,
antitrust laws and environmental laws)
Description:
Compliance with the requirements of the regulatory framework is a continuous process as well as
requirement to which the organization must respond consistently. Potential risks arise from the complexity of the
related cases.
Mitigation activities:
The organization has assigned on a case-by-case basis specialized competent bodies to
monitor and manage the specialized issues required or each legislation.
Target tolerance:
With respect to risks related to compliance with the regulatory framework and with the rules over
corruption, the Management has established a zero tolerance policy.
Scenario:
Lack of compliance which may be due to factors such as ignorance, error or inadequate staffing.
Emerging threats:
The ever-increasing obligations for compliance with laws, regulations and directives can lead to
an exorbitant increase in compliance costs.
2.5
FUTURE OUTLOOK AND PROSPECTS
In 2022, we navigated the challenging high-cost inflation environment by strategically balancing price growth,
volume, and competitiveness. Additionally, we implemented successfully a portfolio rationalization process and
benefited from the focus we placed behind our HERO portfolio. We implemented proactive measures such as cost-
saving initiatives, optimizations and increased efficiencies to partially mitigate the effects of inflation and supply
chain disruptions. These efforts enabled us to maintain our financial stability and competitiveness in an ever-
evolving and challenging business environment.
As we move within 2023, we expect further challenges in a volatile operating environment. However, we remain
focused on sustaining our growth momentum and competitiveness while protecting our profitability margins. We
will continuously review our action plan to activate further mitigating actions and deliver improved margins. . At the
same time, we expect that our strategic focus on our high value HERO portfolio will have a significant positive
impact on our future growth prospects.
Our long-term strategy is centered around our strategic priorities of organic and acquisitive growth, market
development and penetration, cost efficiencies, economies of scale, benefits from synergies, and operating
leverage. Despite the challenges, we remain optimistic about the Group’s future outlook and confident about
further expansion. Our strong financial position, commitment to innovation, and operational excellence position us
well to capitalize on growth opportunities.
We are committed to delivering high-quality products that consumers trust in their everyday lives. Our focus on
organic growth, targeted acquisitions, and increased geographical penetration will drive sustainable growth and
28
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
value for all stakeholders in the years to come. We are excited about the future prospects for our company and
believe that our unwavering commitment to excellence will enable us to achieve our long-term strategic goals.
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
31.12.2022
31.12.2021
Sarantis Bulgaria LTD
90,516
81,140
Sarantis Romania S.A.
1,289,681
896,889
Sarantis Polska S.A.
3,199,205
467,272
Sarantis Czech Republic sro
1,936,952
1,241,239
Polipak SP.Z.O.O.
34,314
8,526
Sarantis Slovakia S.R.O
5,355
64,936
Ergopack LLC
912,991
852,186
Sarantis Hungary Kft.
668,545
244,783
Sarantis Portugal Lda
853,749
671,346
Elode France SARL
35,685
31,042
Lenidi SA
2,230,379
0
Lenidi Bulgaria LTD
16,638
0
Lenidi Romania LTD
42
0
Total
11,274,052
4,559,359
Grand Total Receivables
11,274,052
4,559,359
Trade Liabilities
31.12.2022
31.12.2021
Sarantis Belgrade D.O.O
944,260
963,891
Sarantis Skopje D.O.O
678,476
676,358
Sarantis Bulgaria LTD
0
1,769
Sarantis Romania S.A.
3,224
7,293
Sarantis Polska S.A.
597,520
583,828
Sarantis Czech Republic sro
189
3,143
Polipak SP.Z.O.O.
514,928
746,010
Sarantis Slovakia S.R.O
0
7
Sarantis Hungary Kft.
0
5,608
Sarantis France SARL
40,971
45,630
Total
2,779,568
3,033,537
29
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Liabilities from loans
31.12.2022
31.12.2021
Sarantis Bulgaria LTD
0
2,250,742
Sarantis Romania S.A.
0
4,501,484
Sarantis Polska S.A.
0
2,250,742
Waldeck LTD
546,492
562,373
Total
546,492
9,565,342
Grand Total Liabilities
3,326,060
12,598,879
Income
Income from sale of merchandise
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
2,612,504
1,940,193
Sarantis Skopje D.O.O
799,242
611,738
Sarantis Bulgaria LTD
2,220,785
1,756,835
Sarantis Romania S.A.
5,636,955
5,404,913
Sarantis Polska S.A.
12,507,004
6,226,631
Sarantis Czech Republic sro
6,835,219
4,987,002
Sarantis Slovakia S.R.O
708,633
1,733,014
Ergopack LLC
797,514
771,976
Sarantis Hungary Kft.
1,190,824
883,270
Sarantis Portugal Lda
1,121,708
804,948
Lenidi SA
2,598,206
0
Lenidi Bulgaria LTD
67,714
0
Total
37,096,307
25,120,521
Other Income
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
217,331
180,881
Sarantis Banja Luca DOO
6,108
8,501
Sarantis Skopje D.O.O
21,518
23,639
Sarantis Bulgaria LTD
43,029
34,992
Sarantis Romania S.A.
237,875
102,814
Sarantis Polska S.A.
1,395,713
583,281
Sarantis Czech Republic sro
319,545
183,365
Polipak SP.Z.O.O.
172,562
76,001
Sarantis Slovakia S.R.O
28,501
61,545
Ergopack LLC
115,894
149,328
Sarantis Hungary Kft.
108,305
75,801
Sarantis Portugal Lda
92,319
58,172
Lenidi SA
23,116
0
Lenidi Bulgaria LTD
7,987
0
Lenidi Romania LTD
3,951
0
Total
2,793,753
1,538,320
Grand Total Income
39,890,060
26,658,841
30
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
*The company Lenidi S.A. and its subsidiaries, Lenidi Bulgaria Ltd and Lenidi Romania Ltd, are related parties as of
August 5, 2022 and transactions with these companies for the entire year 2022 are shown above.
Expenses and Purchases
Purchases of Merchandise - Services
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
0
1,443
Sarantis Bulgaria LTD
5,181
4,526
Sarantis Romania S.A.
27,146
61,011
Sarantis Polska S.A.
2,134,762
1,976,184
Sarantis Czech Republic sro
3,872
3,515
Polipak SP.Z.O.O.
3,513,445
3,532,768
Sarantis Slovakia S.R.O
0
1,431
Sarantis Hungary Kft.
0
5,675
Lenidi SA
486,126
0
Total
6,170,532
5,586,553
Expenses – Interest
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Bulgaria LTD
41,198
127,068
Sarantis Romania S.A.
82,503
254,137
Sarantis Polska S.A.
41,399
127,068
Waldeck LTD
15,687
15,687
Total
180,787
523,960
Other Expenses
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Bulgaria LTD
0
2,445
Sarantis Romania S.A.
0
4,891
Sarantis Polska S.A.
206
2,445
Total
206
9,781
Grand Total Expenses
6,351,525
6,120,295
Table of Disclosures of Related Parties
Group
Company
a) Income
2,943,174
39,890,060
b) Expenses
486,126
6,351,525
c) Receivables
2,352,181
11,274,052
d) Liabilities
0
3,326,060
e) Transactions and remuneration of senior
executives and management
2,046,550
2,046,550
f) Receivables from senior executives and
management
88,037
88,037
g) Liabilities towards senior executives and
management
778
778
h) Receivables from affiliates
0
0
i) Liabilities to affiliates
0
0
31
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 54,504,437.52 euro, divided into 69,877,484, 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.
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 4 of Law 3016/2002, as in force, the independent non-executive members of the Board of
Directors of the Company may not, among other things, hold shares exceeding 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 (as well
as Commission Regulation 2016/522 and Commission Executive Regulation 2016/523), the executives and the
closely related people with these persons, are required to disclose transactions 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 € euro 5,000 (gross basis) each
year.
2.7.3
Significant direct or indirect holdings according to the definition of 3556/2007
Until 31/12/2021 the following announcement was made with regards to significant direct or indirect holdings
according to the definition of 3556/2007:
Pursuant to the corresponding information received from the company Swedbank Robur Fonder AB on
10/01/22, due to the sale of shares, the total percentage of voting rights that the shareholder directly holds in
32
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
the Company decreased to less than 5% on January 07, 2022 and specifically was set at 4.81% (ie 3,363,023
voting rights).
Pursuant to the corresponding information received from the company FMR LLC on 28/11/22, due to the sale of
shares, the total percentage of voting rights held indirectly, through its controlled companies, in the Company
decreased to less than 10% on November 25, 2022 and specifically reached 9.74% (i.e. 6,803,423 voting rights).
Pursuant to the corresponding information received from the company The Goldman Sachs Group, Inc., due to
the purchase of shares, the total percentage of voting rights that the shareholder indirectly holds in the
Company crossed 5% on September 28, 2021 and in particular reached 5.02 % (ie 3,504,524 voting rights).
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 2190/1920 and since 1/1/2019 in Law 4548/2018.
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 2022, the Company proceeded to the purchase of 22,470 treasury shares at an average purchase
price of 6.85 euro per share, paying 153,826 euro.
33
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Including the 2,896,3245 treasury shares already bought by the company during previous years, then as of
31/12/2022, the Company holds in total 2,918,794 treasury shares with nominal value of EUR 0.78 per share and an
average purchase price of 4.84 euro per share, having paid a total of 14,113,340 euro.
The treasury shares that the Company holds correspond to 4.18% 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 and specialisation without compromise aiming at
optimizing and creating new products that exceed consumers’ expectations having ensured the product’s green
footprint and top quality.
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 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 top universities and specialist
companies, 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 realized in all phases of
product development process, 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 production facility of Polipak will contribute
significantly to this, the new R&D will have state-of-the-art equipment and will allow a wide range of measurements
and tests, ultimately guaranteeing high innovation and quality in the category of household products.
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
67 MESOGEION – TZAVELLA, 15231 HALANDRI
2
NATIONAL ROAD ATHENS-LAMIA POSITION LYSIA-TEMPELI 32011, Oinofyta
3
TZUMBA POSITION 0 19011 AVLONA
4
IROON POLYTECHNIOU 19, 15231 CHALANDRI
5
LAND PLOT 51 B10 GROUND FLOOR 0 57001 THERMI
6
28 AMAROYSIOU-HALANDRIOU STREET, 15125, MAROUSI
2.11
SUBSEQUENT EVENTS
On January 18, 2023, with the issuance of a Decree of the District Court of Nicosia, the merger of the subsidiary
company WALDECK LTD with the subsidiary company ZETAFIN LTD took place. The merger was completed on
February 15, 2023.
In January 2023, the share capital increase in the subsidiary company Sarantis Polska S.A. was completed
amounting to € 23.4 million.
Within the first quarter of 2023, bond loans worth €20 million were raised by the Company to cover working
capital needs.
34
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 1/1-31/12/2022.
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 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 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; and
-
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 the has the right to participate.
-
For the cases of repeat General Assemblies or Assemblies after postponement, the deadlines of article 130,
L. 4548/2018 apply.
-
Shareholder status is evidenced through information obtained from the Central Deposition, as well as
through 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 the 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.
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 current Board of Directors consists
of 11 (eleven) members and has a six-year term (pursuant to the provisions of article 85 of L. 4548/2018). Five
(5) of the BoD members are non-executive members, whereas four (4) of the non-executive members 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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Committees
SN
Full 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
29
20/5/2021
19/5/2026
2
Dimitrios P.
Reppas
Vice-chairman
Independent and
non-executive
member
2
20/5/2021
19/5/2026
C
3
Kyriakos P.
Sarantis*
CEO
Executive
member
29
20/5/2021
19/5/2026
4
Ekaterini P.
Saranti
Member
Non-executive
member
20
20/5/2021
19/5/2026
5
Konastantinos P.
Rozakeas
CFO & Deputy CEO
Executive
member
24
20/5/2021
19/5/2026
6
Konstantinos F.
Stamatiou
Legal Counsel
Executive
member
23
20/5/2021
19/5/2026
7
Ioannis K. Bouras
CCO & Deputy CEO
Executive
member
2
20/5/2021
19/5/2026
8
Evangelos I.
Siarlis
CHRO
Executive
member
1
21/4/2022
19/5/2026
9
Christos I.
Economou
Member
Independent and
non-executive
member
6
20/5/2021
19/5/2026
M
M
10
Irini M. Nikiforaki
Member
Independent and
non-executive
member
2
20/5/2021
19/5/2026
M
11
Nikolaos P.
Nomikos
Member
Independent and
non-executive
member
5
20/5/2021
19/5/2026
M
-
Georgios P.
Kostianis
COO
Executive
member
1
20/5/2021
14/4/2022
-
Ioannis M. Arkoulis
Chairman of the
Audit Committee
Third Party
Independent,
non-member of
the BoD
3
24/5/2022
2023
C
*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)
Dimitrios P. Reppas
Vice-chairman
-
Kyriakos P. Sarantis
CEO
SARKK S.A.. (BoD Vice-chairman)
DIRTY LAUNDRY (Chairman & CEO)
THINALOS KYKLADON S.A. (Chairman & CEO)
Ekaterini P. Saranti
Member
-
Konstantinos P. Rozakeas
CFO & Deputy CEO
LENIDI S.A. (BoD Chairman)
Konstantinos F. Stamatiou
Legal Counsel
LENIDI S.A. (BoD Member)
DATABLUE S.A. (BoD Member)
Practices Law
Ioannis K. Bouras
CCO & Deputy CEO
-
Evangelos Siarlis
CHRO
-
Christos I. Economou
Member
-
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Irini M. Nikiforaki
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’
Nikolaos P. Nomikos
Member
Works as a Growth Lead at Beat (Daimler Group)
The curriculum vitae of each member of the Company’s Board of Directors are posted on the corporate website
. In particular:
GRIGORIS SARANTIS OF PANTAZIS, Chairman of the Board of Directors - Executive Member
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 a graduate of Athens College.
A leader with a vision and substantial contribution to the growth of Sarantis Group.
He is a results-focused 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, motives and rationality, qualities that he conveys to
his partners.
DIMITRIOS P. REPPAS, BoD Vice-chairman - Independent & Non-executive Member
Dimitrios Reppas was born in Leonidio of Arkadia in 1952. He holds a BSc in Dentistry from the University of
Athens. He has worked as a dentist surgeon in Athens. He was elected as Member of Parliament representing
Arkadia in 1981 and reelected in subsequent elections until 2012. During this period, he served as Minister of:
Press and Government Representative, Labor and Social Security, Transport and Network Infrastructure, Public
Administration, and e-Government. He has written many articles, research papers and a book: “Face to face with
the Media”. He is married with two children.
KYRIAKOS SARANTIS OF PANTAZIS, Chief Executive Officer (CEO) of Sarantis Group
He was born in Athens and studied at the Athens University of Economics and Business. He is a graduate of
Athens College.
His vision and business thinking brought significant development in the Group making it one of the leading
consumer products companies in Europe.
Within dynamic and rapidly changing markets, he has repeatedly produced sustained revenue, significant
improvement in the operational performance and profitability of the Group and achieved critical strategic goals,
thus building shareholder value and confirming his vision.
He focuses particularly on the people of the Group by adopting a healthy and practical management style
focused on the employees’ fulfillment and advancement.
KONSTANTIONOS ROZAKEAS OF PETROS, Chief Financial Officer (CFO), and Deputy CEO of the Group, Executive
Member.
He is responsible for all the non-commercial activities. He has been the Chief Financial Officer of the Group for
the last 25 years, having 12 years of former experience as Certified Accountant (at SOL) and Business Consultant
(at ARTHUR ANDERSEN). He has attended the executive programs of the INSEAD Business School, Advanced
Management Program (AMP) and Corporate Financial Strategy in Global Markets (CFSGM).
KONSTANTINOS STAMATIOU OF FOKION, Manager of the Legal Department of the Group, Executive Member
In-house Legal Counsel of GR. SARANTIS S.A. since 1997. Graduate (cum laude) of Athens College (1969-1978).
Graduate (magna cum laude) of Athens Law School of the University of Athens (1978-1982).
Post-graduate
studies (Master of Laws) at the University College of London and Queen Mary College of the University of
London.
Apart from his position as Legal Counsel and participation in the Board of Directors of significant private sector
companies, he has participated in the Board of Directors of the “National System for the Quality of
Infrastructures” (Greek Organization for Standards and Standardization, National Institute for
Measures &
Metrology) and of “THEMIS Constructions” as Deputy Chairman.
IOANNIS K. BOURAS, Chief Commercial Officer (CCO) and Deputy CEO of the Group, Executive Member.
A passionate visionary FMCG professional with experiences around various categories of products (food,
personal care, and beauty), countries and regions of activity.
He mainly focuses on brands and people of the
organization, always aims at the day-to-day close cooperation to deliver business objectives and finally create
38
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
value for all stakeholders. He has the knowledge and the experience of all distribution channels, modern
retailers and e-shops. Having proved his participation in leading teams in a volatile competitive environment, he
has effective communication and engagement as his main pillars of his work. Effective, creative and productive,
leading by example with front line leadership style. Always positive, energetic, solution and action oriented. His
20-year professional experience in the sector is a privilege for Sarantis Group. He has worked in many countries
for various companies such as MINERVA and PZ Cussons. He holds a bachelor in chemical engineering, MBA
degree, and completed the INSEAD International Directors Program in 2019.
EVANGELOS I. SIARLIS, Chief Human Resources Officer (CHRO) of the Group, Executive Member.
Holds a Bachelor Degree in Economics from Aristotelian University of Thessaloniki and a Master Science Degree
in Strategic Human Resources Management from ALBA. Before joining our Group he had experience in the
FMCG sector in several HR positions at Minerva S.A Food Company.
EKATERINI SARANTI OF PANTAZIS, Non-executive Member
She holds a Master degree in Special Education from Lesly College (U.S.A.) and Bachelor in Psychology from
Deree College. She is a graduate of Moraitis High School. She ensured the immediacy of the Audit Committee's
communication with key shareholders and the expansion of the Audit Committee's expertise, maintaining
communication channels during her term that lasted until 2018.
CHRISTOS ECONOMOU OF IOANNIS, Independent - Non-executive Member,
He has many years of experience in the construction sector, through the companies of Parnon S.A. and Vistonis
S.A, and provides his experience particularly during the audit of the projects and the capital expenditures of the
Group.
IRINI M. NIKIFORAKI, Independent-Non-executive member
Irini Nikiforaki was appointed to the Athens Court of First Instance in 1997 and is admitted before the Supreme
Court of Greece. She holds a BSc in Law from the Law School of the University of Athens, a post-graduate degree
from the same university (LL.M European Competition Law, Intellectual Property, International Commercial
Arbitration) and a Ph.D from the Law School of the University of
Edinburgh (PhD: “Technology Licensing: the
evolution of EU Competition law”), while in 2020 she attended the Female Leadership Program of the University
of Oxford, Saïd Business School. She specializes in the Competition and Regulatory Law, focusing on the
Telecommunications sector, and on the Information/Communication/Technology sector (ICT sector), commercial
contracts law, intellectual and industrial property law, corporate law, and mergers and acquisitions of
companies. From 2002 until now, she is a Lawyer of the Hellenic Telecommunications and Posts Commission
(EETT) competent for regulatory and competition issues in the Electronic Communications sector. During 2007-
2008, she served as legal counsel in the Ministry of Infrastructure and Transports. She is a founding member of
the law office ‘Nikiforaki & Fereti Law’ (https://nikiforaki.ondev.gr). Moreover, she has participated in a
significant number of legislative bill drafting committees (for Telecommunications, the incorporation of the new
code of Electronic Communications) and has represented EETT in the European competition network of the
European Union. She teaches Electronic Communications Law as a visiting lecturer in the Post-Graduate
programs of the Law School of the University of Athens and she has made various scientific and academic
publications.
NIKOS NOMIKOS OF PERIKLIS, Independent-Non-executive member
He holds a Bachelor in Business Management from the Univerity of Surrey and an MSc in Business Innovation,
Entrepreneurial Finance and Innovation Management from University of London. He is a graduate of Moraitis
High School. His professional activity is in the sector of financial advisory services. Since 2019 he has been
working as a Growth Lead at Beat (Daimler Group).
MARIA FOTOPOULOU OF GEORGIOS, Corporate Secretary
Mrs Fotopoulou has been a lawyer for 21 years and legal counsel of Gr. Sarantis S.A. since 2015. She is a holder
of a BSc from the Law School of Athens and a LL.M. in the European and International Law; she has a rich and
broad legal background, dealing with cases of the corporate and commercial law, as well as the entire spectrum
of law related to the Company’s activities. Her legal training in combination with her extensive knowledge of the
Group’s operations ensures excellent support of the role of the Corporate Secretary.
The BoD members are elected – appointed by the General Assembly through simple quorum (1/5) and majority
(½ +1 of those present).
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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, 1/1-31/12/2022
Meetings &
% participation
BoD meetings
Meetings &
%participation
Audit
Committee
meetings
Meetings &
% participation
Remuneration
& Nominations
meetings
SN
Number of Meetings
70
13
4
1
Grigorios P. Sarantis
Chairman
Executive member
68/70
97%
2
Kyriakos P. Sarantis
Chief Executive
Officer
Executive member
68/70
97%
3
Konstantinos P. Rozakeas
CFO & Deputy CEO
Executive member
70/70
100%
4
Konstantinos F. Stamatiou
Legal Counsel
Executive member
70/70
100%
5
Ioannis K. Bouras
CCO & Deputy CEO
Executive member
70/70
100%
6
Evangelos Siarlis
CHRO
Executive member
53/53
100%
7
Ekaterini P. Saranti
Member
Non-executive
member
68/70
97%
8
Dimitrios P. Reppas
Vice-chairman
Independent and
non-executive
member
38/70
54%
4/4
100%
9
Christos I. Economou
Member
Independent and
non-executive
member
39/70
56%
13/13
100%
4/4
100%
10
Irini M. Nikiforaki
Member
Independent and
non-executive
member
39/70
56%
13/13
100%
11
Nikolaos P. Nomikos
Member
Independent and
non-executive
member
38/70
54%
4/4
100%
-
Ioannis M. Arkoulis
Chairman of the
Audit Committee
Third Party
Independent non-
member of the BoD
4/4
100%
13/13
100%
-
Georgios P.
Kostianis
COO
Executive member
15/15
100%
13%
50%
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 details 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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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
41
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 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 Chairman is
appointed by the members. Its members are Ioannis Arkoulis, Certified Public Accountant (Chairman,
Independent third Party appointed by the Ordinary General Assembly), Irini Nikiforaki, Legal Counsel, Lawyer of
Athens at the Supreme Court, and visiting lecturer in the Post-Graduate programs of the Law School of the
University of Athens
(Member, Independent non-executive BoD member), Christos Economou, Businessman
(Member, Independent BoD Non-executive member).
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
organization. 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.
.
The Committee met a total of 8 times during the year independently and 4 times its members participated as a
whole in meetings of the Board of Directors, in addition the chairman of the Audit Committee participated in 7
meetings with members of the Company's Financial Department, the Auditors as well as representatives of
Management for various updates that mainly concerned the developments in Ukraine and the effects on the
Group's subsidiaries operating in the war zones. In the aforementioned table, the participation rates of its
members are presented. A detailed description of the work of the Committee is presented in the annual report
of its activities which is included in the annual Ordinary General Assembly and is posted on the company
website. The topics that occupied her in brief are as follows:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 process and software for consolidating
the Group's financial statements. He examined, before their 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, which takes into account both the
issues of compliance with Law 4706/20 and the structure of the company's internal control system in relation to
the methodology of the three lines of the IIA, as well as the obligations of internal auditors from international
internal control standards. 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 2022 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.
Particularly regarding the non-corrective event of the war between Ukraine and Russia
and its impact on the
Group’s subsidiaries in Ukraine and Russia, the Audit Committee:
Requested and received briefing by the Board of Directors regarding the assessment of risks and any potential
examination of alternative scenarios to handle the situation. Together with the Management and the Auditors, it
examined the likelihood of the non-going concern of the subsidiaries in Ukraine and Russia and any impact on
the activity of the Company and the Group. It requested and received briefing by the Board of Directors
regarding the possibility to complete the audit of the subsidiaries in Ukraine and Russia for the fiscal year 2021
and ascertained that they have been completed in time. Because of the criticality of the situation, it was agreed,
at the Management’s initiative, that the briefing by the Deputy CEO and Chief Financial Officer of the Group
should be provided to the Chairman of the Audit Committee, the Certified Auditors and the Head of the Internal
Audit on a weekly basis until the announcement of the results of the fiscal year 2021.
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:
43
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
-
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
the 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
-
Minimisation 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
-
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) It is a three-member
committee and consists of non-executive and independent members of the Board of Directors. The current
committee consists of Dimitrios Reppas of Konstantinos (Chairman, Independent Vice-chairman of the BoD),
Christos Economou of Ioannis (Member, Independent non-executive member of the BoD), Nikolaos Nomikos of
Periklis (Member, Independent non-executive member of the BoD).
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; he/she also is
44
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
assessed based on the
Conflict of Interests Policy
to safeguard the independence of judgement. Moreover,
features such as the impartial attitude, strength, ability to document and formulate the right questions, ability
for critical thinking and resistance to group-thinking, as well as the adequacy of time are also examined.
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 2022 financial year four times in which there was a quorum. At its meetings, it
examined the declarations of independence of the independent members, based on the Declaration of
Independence Procedure approved by the Board of Directors on July 14, 2021, and established their
independence, assessed the suitability of a candidate for a member of the Board of Directors to replace a
resigned one, assessed the suitability of proposed members of the Audit Committee, as well as reviewed and
approved the remuneration report of the previous year where it was submitted for voting and included in the
minutes of the 2022 AGM.
The remuneration of the BoD members is determined based on the Remuneration Policy which is posted on the
corporate website:
Renumeration Policy of Sarantis S.A
.
The Remuneration Report of the year 1/1 - 31/12/2022 is made available to the Nomination & Remuneration
Committee, and is expected to be available within May 2023 in the corporate website:
The Commission proceeded to:
- the annual examination of the fulfillment of the independence conditions of the non-executive – independent
members of the Board of Directors and ascertained the compliance of the independent members with them,
- the annual suitability assessment of the Board of Directors and its Committees as bodies as well as the
individual suitability of its members based on the Suitability Policy it has introduced,
- the examination 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 following table presents the shares held by the members of the Board of Directors and the Executives as at
31/12/2022.
Full Name
Capacity
Shares
Grigoris Sarantis
Chairman
13,160,674
Dimitris Reppas
Independent Vice-chairman
-
Kyriakos Sarantis
Chief Executive Officer
15,135,639
Aikaterini Saranti
Non-executive member
7,340,201
Konstantinos Rozakeas
CFO & Deputy CEO
-
Konstantinos Stamatiou
Legal Councel
10
Ioannis Bouras
CCO & Deputy CEO
-
Evangelos Siarlis
CHRO
-
Christos Economou
Independent and non-executive member
-
Irene Nikiforaki
Independent and non-executive member
-
Nikolaos Nomikos
Independent and non-executive member
-
Anastasia-Stavroula Latsou
Finance Director GR. Sarantis S.A.
4,564
George Katsikogiannis
Group Supply Chain Manager
600
Krzysztof Kaminski
General Manager Sarantis Czech Republic
100
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, colour, 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
45
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
of 11 members and 25% of them correspond to 2.75 persons. The rounding in this case is done to the lower
number.
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
31/12/2022
% Female
% Male
% THIRD LEVEL
% HIGHER
(BSc)
% HIGHEST
(MSc)
FROM
TO
AVERAGE
Highest
BOARD OF
DIRECTORS
18,00%
82,00%
27,27%
72,73%
33
70
57
Higher
DIRECTORS & GM’s
33,00%
68,00%
31,35%
68,65%
34
63
49
Middle
MANAGERS
50,00%
50,00%
13,20%
63,30%
23,50%
29
61
46
2.12.4
Internal Control System and risk management:
Internal Control System
The Internal Control System is defined by the entire procedures, methods and mechanisms, the application of
which is responsibility of the board of directors, the directors of the management and in general the entire
personnel of the Group based on their corresponding responsibilities, designed to provide a desirable assurance
level regarding the achievement of the following targets:
-
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
-
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), they 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
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Planning, Group Procurement Financial Analyst, HR Organizational Development dpt, 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 entities
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 information 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 or polarization, 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 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 management body has the responsibility to
supervise the Internal Audit Unit:
-
it appoints the Chief of the Internal Audit
-
it ensures the independence of the Unit
-
it ensures the operational report of the Chief of the Internal Audit to the Audit Committee
-
it ensures the approval of the audit plan and the resources to implement it
-
it ensures free 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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 Environment,
which is a set of structures, policies and procedures that provide the basis of an
effective Internal Audit System;
-
Risk Management, which includes a review of the risk identification and assessment, the Company’s risk
management and risk response procedures and the risk monitoring procedures;
-
Audit Mechanisms & Safety valves, regarding the review of the audit mechanisms emphasizing on safety
valves in terms of issues related to the conflict of interests, the separation of duties as well as the
governance
& security of the information systems;
-
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
reporting 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 system, the Organization has a Regulatory Compliance Unit which
operates pursuant to the regulation.
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.
The methodology, based on which the risks of the fiscal year are assessed, takes into account both the risks of
the operating environment, and those due to internal factors of operation. The assessment process includes the
following steps:
-
Identification of the risk;
-
Description of the possible effect on the organization since its occurrence;
-
Assessment of the likelihood for the risk to occur;
-
Assessment of the possible effect on the organization;
-
Determination of the organization’s level of tolerance for the specific risk;
-
Actions of the management to address the risk (based on the main approaches of avoidance, acceptance,
mitigation and transfer). As mentioned in the paragraph regarding the committees, the Management
Committee is the competent committee to manage business risks.
Depending on the nature, the effect and the probability of risks, relevant decisions are made, based on cost-
benefit estimates.
The Board of Directors, with the support of the Management Committee, reviews regularly (and, in any case, at
intervals not exceeding one year) the business risks and adjusts the corporate strategy and the Internal Audit
System accordingly.
The main risks that the group faces are mentioned in the report of the Board of Directors to the General
Assembly and in details in the Annual Financial Statements. In particular
The identified risks as well as the risk management framework are presented in chapter 2.4 of the annual
financial report.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
-
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 2.4.13. The
maturity of the preemptive rights
is defined for a period not less than three (3)
years from the date of their granting to the executive members of the Board of Directors.
The preemptive rights plan does not provide for the maturity of the preemptive rights in the period defined
by the special practice.
-
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The above special practice is not followed.
-
Special Practice 3.3.12 The Board of Directors, under the guidance of the nomination committee, shall
ensure the
annual evaluation
of the performance of the Chief Executive Officer. The results of the
evaluation shall be communicated to the Chief Executive Officer and taken into account in determining
his/her variable remuneration.
-
Special Practice 3.3.15 The results of the evaluation of the Board of Directors are communicated and
discussed by the Board of Directors and are taken into account in its works on the composition, the plan for
the inclusion of new members, the development of programs and other relevant issues of the Board of
Directors. Following the evaluation, the Board of Directors takes measures to address the identified
weaknesses.
Regarding the two aforementioned practices, the company has developed an ASSESSMENT AND
SUPERVISION PROCEDURE FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES. Based
on this, the Board of Directors regularly assesses the effectiveness of the same as a collective body and the
contribution of its members, as well as the effectiveness of its Committees. In this context, the
Nominations and Remuneration Committee assesses the structure, the composition, the size and the
performance of the members of the Board of Directors and the Committees of the Company, as well as the
skills, the knowledge and the experience of the members of the Board of Directors and the Committees of
the Company and submits relevant proposals to the Company’s Board of Directors. The Nominations and
Remuneration Committee is chaired by the Independent Vice-chairman. This assessment was completed
within 2023 and the results where communicated to the Board of Directors and the Auditors.
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 the Sarantis Group 2022
Sustainability Report, which is currently being prepared in accordance with the Global Reporting Initiative
Standards, and will be available within 2023.
Short Description of the Business Model
Headquartered in Athens and boasting a history of over 50 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 Personal Care
to Health Care, as well as everyday Home Care Products and Luxury Cosmetics, we offer a wide range of products
with high brand awareness.
The Group’s companies are located in 13 countries within Europe, and in particular, in Greece, Poland, Romania,
Bulgaria, Serbia, Czech Republic, Slovakia, North Macedonia, Hungary, Bosnia & Herzegovina, Portugal, Slovenia and
Ukraine, while at the same time, the Group maintains a powerful distribution network that exports to more than 50
countries in Europe, Asia, Africa and Oceania.
Sarantis Group is a long-standing reputable company built on excellence, trust, humbleness and ownership
resilience, entrepreneurship, agility and trust, committed to bringing sustainable growth and achieving a positive
impact on people’s everyday lives.
The Group consists of a team of passionate and dedicated people we are proud of, who are committed to maximize
company’s heritage.
The Group is always nearby to its stakeholders, as an indispensable partner, working with them, creating value
through the unique impact of our brands and our operational excellence.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Embracing local communities where the Group operates in and empowering them through initiatives that help build
a better today while caring for tomorrow.
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 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, Banks & Financial Institutions,
Customers, Consumers, Employees, Suppliers and Partners, Business Community, Society – Communities, State
Authorities, Regulatory Authorities), within a highly competitive and dynamic international business environment.
The Group’s strategic priorities are focused on further growing our Home Care, Personal Care and Beauty 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:
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”
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 top quality solutions to all our
stakeholders and create value for them. Our results-driven performance – oriented culture empowers people to
reach their full potential and achieve continuous growth
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 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.
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.
The following table includes our identified main stakeholder categories, their issues of interest, as well as the basic
engagement types and their frequency .
2
1
ATHEX C-G4
2
ATHEX C-S1
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Materiality analysis
3
The Company, adopting the methodology of the new GRI 2021 standards, proceeded 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. Through the prioritization of the material issues, the material issues of sustainable
development for the company were determined. The materiality analysis for the reference period 2022 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.
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,
FitchRatings, etc.).
Stakeholder mapping:
Identification of the main stakeholder groups affected by the company's business activities.
2. Identification of impacts
Identification and recognition of positive and negative (actual and potential) impacts on the environment, people,
including their human rights, and the economy, as they arise from the company’s operation and business
relationships.
3. I
mpact assessment
Conducting stakeholder engagement 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):
3
ATHEX C-G3
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
• 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 probability 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 top management of GR. SARANTIS S.A.
More information on the Materiality Analysis will be available in the Group's Sustainability Report (2022).
The Group’s sustainable development strategy is based on the following ESG pillars:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
The Management has supported the development of a new risk assessment methodology based on which the
annual risk assessment will be carried out starting from the year 2022.
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
4
. The Internal
Regulation of Operations and the Code of Business Conduct are posted in the corporate website:
.
4
ATHEX C-G5
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 to the world, and we embrace it by caring and enhancing
sustainable production throughout our operational journey.
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 customer 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 around the European Union and worldwide,
by following the positions and attitudes of opinion delivery organizations (IFRA, SCCS, etc.) and/or of 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 in a position 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 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, Inofyta). 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 1/1/2022 – 31/12/2022
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 (in both plants) according to ISO standards. 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. 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 aspects:
-
Consumer complaints (statistically processed).
-
Withdrawals and Recalls and recall exercises applied within a yearly basis.
-
Quality in Manufacturing (re-inspected / reworked / rejected items and critical incidents during production
process).Internal audit reports (int. audit findings classified as critical, major, minor and int. audit score).
-
Quality of Suppliers (number of non-conformities, percentages of rejected materials etc.).
Additionally, a new report, the Monthly Quality Report at each operating unit (MQR@eachOU), has been
implemented by the Group Quality department, in order to provide quality data to the local commercial teams in
Greece, Poland, Ukraine, Romania, Serbia, Czech Republic and Slovakia.
The MQR@eachOU concerns the following aspects:
-
Consumer satisfaction.
-
Risk Management
-
Sustainability
Organizational Culture improvementIn addition to maintaining the highest Quality Standards, we are also moving
towards an Integrated Management System that will replace the traditional Quality Management System through
the implementation of a SHEQ approach (Safety & Health / Environment / Quality). A wide round of investments in
Systems for Environmental Management and Occupational Health & Safety Management was completed within
2022, underlining our commitment to offer high quality products, while adopting socially responsible practices and
environmentally friendly methods.
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 it aims to
obtain the corresponding certification in Greece by June 2023. 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.
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
implement the management systems shown below. Within 2022, Polipak, a Group’s subsidiary in Poland, obtained
the BRC for Consumer Products, expanding further our certificates list.
International Standard
International Standard
Implementation Department
Scope of Certification
FSSC 22000
Food
Safety
System
Certification
[for
Packaging Materials]
GR. SARANTIS SA
HOUSEHOLD PRODUCTION
Production (winding) & packaging of aluminium
foil, cling-films and repacking of one-use plastic
food packaging products.
ISO 9001
Quality
Management
Systems-Requirements
GR. SARANTIS SA
HOUSEHOLD PRODUCTION
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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Industrial Use.
ISO 22716
Cosmetics-Good
Manufacturing
Practices
(GMP)-Guidelines
on
Good
Manufacturing
Practices
GR. SARANTIS SA
COSMETICS PRODUCTION
Production and Packaging of Sun Care Products,
Hair Care Products, Skin Care Products, Perfumery
Products and Depilatory Products.
ISO 9001
Quality
Management
Systems-Requirements
GR. SARANTIS SA
DISTRIBUTION CENTER /
HEALTH & CARE DPT
Trade and Distribution of Medical Devices for Self
Care, Diagnostics and Disposables: Dressings and
Wound Care, Thermometers, Devices for
Venipuncture, Therapy Delivery Devices, Earplugs,
Thermogel, Ice Spray and Nasal Spray.
Trade and Distribution of IVD and self-test IVD
ISO 13485
Medical
devices-Quality
Management
Systems-
Requirements
for
regulatory purposes
GR. SARANTIS SA
DISTRIBUTION CENTER /
HEALTH & CARE DPT
ISO 9001
Quality
Management
Systems-Requirements
SARANTIS ROMANIA SA
Import and distribution of cosmetics and home care
products.
ISO 13485
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 POLAND
HOUSEHOLD PRODUCTION
Rewinding and packaging of aluminum foil, LDPE and
PVC foil for food, baking paper, breakfast paper;
packaging of baking sleeves and freezer bags; sealing
and packaging of ice bags.
Exclusions: commercial products including other food
contact articles, cosmetics, household chemicals,
household and cle
aning accessories, personal hygiene
accessories.
BRC Consumer Products
(Personal
Care
and
Household)
POLIPAK 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.
ISO 9001
Quality
Management
Systems-Requirements
POLIPAK POLAND
Designing, Production and Sales of Foil Packaging
ISO 9001
Quality
Management
Systems-Requirements
SARANTIS HUNGARY
Distributing of Household Products, Household
Cleaning Products and Cosmetic Products
ISO
9001
Quality
Management
Systems-Requirements
ERGOPACK
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 able to always 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 products that satisfy sustainability criteria.
Within our Home Care 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 Niezb
ę
dny from 2020 until today.
•
“Flex” garbage bags that derive from 100% of recycled plastic, enhancing a more environmental friendly profile,
while the line has an eco-packaging of a paper wrap, removing plastic packaging bags. The specific line is
supported by our brands Sanitas, Fino and Jan Niezb
ę
dny.
•
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.
•
An extensive Materials of concern list is monitored behind the Home Care products category too, going beyond
regulation. Indicatively, we are working proactively behind the following projects:
o
Removing or replacing PVC from the packaging of Home Care items.
o
Lilial free perfumes in Home Care chemical products.
o
Replacing PVC cling film.
o
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 has been completed within 2022. The
new, 24,000 square-meter, technologically advanced production plant is equipped with modernized machinery,
upgraded R&D and implements automated production processes towards the production of more
environmentally friendly products and increased energy efficiency. Our continuous R&D investments in Polipak
resulted in the introduction of innovative bags, 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.
Within our Personal Care category:
•
Clinea, the new clean beauty brand, 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,
sulfates, phthalates, silicones, mineral oils and synthetic dyes. 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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 2022, one of the most iconic and loved brands in the Polish market for more than 30 years, LUKSJA, was
relaunched. Luksja products contain a high percentage of natural ingredients (more than 93%), and their
formulas are vegan and readily biodegradable.
•
Moreover, an ecoline was launched within 2022 in our suncare subcategory having a sustainability orientation
in terms of packaging and formulas, supported by our trusted brands Carroten, Astrid, Kolastyna and Elmiplant.
In particular, the new eco line contains advanced hypoallergenic formulas with a 4-level enhanced protection
system, UVB + UVA + VL + IRA, which protect against premature aging and other damages of the skin. The
sunscreen filters used in the products of the series are EcoSun Pass certified. Specifically, they have UV filters of
Eco-balanced technology, selected based on 8 scientific criteria of optimal sustainability criteria with respect to
human life and the aquatic environment. At the same time, the product's composition respects the aquatic
environment since it does not contain UV filters such as Octinoxate, Oxybenzone & Octocrylene. Furthermore,
their hypoallergenic composition is ideal for sensitive skin. All products are vegan and their fragrance does not
contain allergens.
•
Furthermore, within our skincare category, fully recyclable tissue masks, with 100% recyclable packaging and
100% biodegradable tissue fabric were launched within 2022.
•
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).
•
In the interest of preserving the highest quality and safety behind our products, it is a standard part of our
production process to ask for information for all raw materials and certificates, including (and not limited to)
RSPO, GMO free, Allergens, Vegan, CMR, Gluten free, Palm oil presence, Animal testing declaration, SVHC
statement, REACH, biodegradability, Dioxines statement, Natural content, etc.
•
Other R&D projects, relate to:
o
Substituting chemical ingredients with those which are naturally sourced.
o
Eliminating ozone depleting substances, used as propellants in products.
o
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.
o
Working towards eco conscious odor, we proactively work to launch new APDEO Formulae without
MOC materials and in particular Cyclopentasiloxane.
o
Following the skin care category, we are working pro-actively towards free from microplastic
ingredients within the body wash category.
Overall, the Group is committed to exploring 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, reusable or compostable 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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
It is a standard part of our production process to ask for information for all raw materials and certificates, including
(and not limited to) RSPO, GMO free, Allergens, Vegan, CMR, Gluten free, Palm oil presence, Animal testing
declaration, SVHC statement, REACH, biodegradability, Dioxines statement, Natural content, etc.
Vendor management is among our focus areas. 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.
In our near future, Group-wide commitments regarding sustainable, and circular sourcing of raw and packaging
materials are focused to increasing capacity of recycled plastic sourced from both post-consumer and post-
industrial plastic.
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).
For instance, in our personal care category:
- Sarantis’ new clean beauty brand, clinea transcends the fields of nature and science by choosing only the best
elements of both. A unique clean 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, reinforce the Group’s commitments behind using
sustainable raw and packaging materials and reducing our environmental impact.
- Indulona Caring Liquid Soaps contain in their formula 97% *
5
biodegradable ingredients.
- Orzene’s products contain high percentage of biodegradable ingredients, specifically its Shampoo: 80% & its
Conditioners/ Masks: 60% biodegradable ingredients.
-Luksja products contain a high percentage of natural ingredients (more than 93%), their formulas are vegan
and readily biodegradable*, in the categories of bar soaps, liquid soaps, refills, shower gels and bath foams.
-Noxzema shower products contain 95% * of biodegradable ingredients in the shower gels formulations.
-Taking into account the increasing focus of the industry in more sustainable solutions - which has been
accelerated with the outburst of COVID-19 - as well as the escalating environmental consumer awareness, the
trend of sustainable suncare protection remains on the spotlight, therefore within 2022 the Group launched a
new suncare ecoline, having a sustainability orientation in terms of packaging and formulas, supported by our
brands Carroten, Astrid, Kolastyna and Elmiplant. The new sun care line is characterized by the holistic
approach of sustainability embedded in the product. On the one hand, the new sunscreen products have a
quadruple skin protection technology, on the other hand they are certified with EcoSun Pass, which ensures the
existence of ecologically balanced UV filters in the composition of sunscreens with high environmental
classification that respect the aquatic environment, while officially will confirm that the products will be tested
according to 8 scientific sustainability criteria always with respect to marine, terrestrial and human life. The
main feature of the line is the vegan formulas with allergen-free fragrance that do not include in their
composition the harmful UV filters Octinoxate, Oxybenzone & Octocrylene, and their remarkable new eco-
conscious packaging. The Group, in the context of further strengthening the creation of more sustainable
products will enhance its efforts through this line towards 100% recyclable packaging. At the same time, the
sunscreen tubes are made of 70% recycled material while the bottles are made of 50% recycled plastic
mitigating the product’ s environmental impact. Finally, the boxes of face creams are
FSC certified, ensuring
5
* Theoretical calculation of readily biodegradable substances according to OECD 301 and water
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
that the products paper packaging come from responsibly managed forests that provide environmental, social
and economic benefits.
-
Moreover, within 2022 our skincare category, launched fully recyclable tissue masks, with 100% recyclable
packaging and 100% biodegradable tissue fabric.
Within our Home Care 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.
A few initiatives towards sustainable and circular sourcing of raw and packaging materials include the following:
-
Our “green life” garbage bags are produced by 90%-100% recycled plastic and its paper label packaging is
FSC certified. The line supports brands such as Fino and Jan Niezb
ę
dny from 2020 until today.
-
In the same context within 2022, we launched the “Flex” embossed garbage bags that derive from 100%
recycled plastic, enhancing a more environmental friendly profile, while the line will have an eco-packaging
of an FSC-paper wrap, removing the plastic package. The specific line will be supported by our brands
Sanitas, Fino and Jan
-
Niezb
ę
dny.
-
Within 2022 we adopted recycled PET plastic fibers in our foam scourers.
-
We also work on additional projects, including the following:
•
Gradual replacement of boxes and carton boxes from non-FSC to FSC.
•
Higher participation of post-industrial and / or post-consumer recycled content in foil and
the adoption of recycled paper content 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 products
category too, going beyond regulation. Indicatively, we are working proactively behind the
following projects:
o
Removing or replacing PVC from the packaging of Home Care items.
o
Lilial free perfumes in Home Care chemical products.
o
Replacing PVC in cling film with more sustainable alternatives.
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 increase the packaging materials that are recyclable or reusable.
By altering our production processes and using more post-consumer and post-industrial plastic, we are actively
engaging in circular economy practices and at the same time reduce our waste production by re-working our not-fit-
for-consumer-use products.
Additionally, we are intensively focusing our attention in 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 our Personal Care category:
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
o
The packaging of clinea, the Group's new refillable clean beauty brand, is designed to be convenient
and disassembling, since its materials are recycled and the jars are refillable. Clinea has a disposable
component, a moisturizing pod, that is 100% recyclable. 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.
o
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%.
o
STR8's new deo spray products were redesigned resulting to a reduction in plastic used by 48% versus
its previous packaging.
o
The new suncare ecoline that was launched within 2022 has an eco-conscious and convenient
packaging with 35% less plastic used & 20% less paper versus its previous packaging, while paper
packaging boxes have an FSC certification, meaning that products come from responsibly managed
forests. The line has a 100% recyclable packaging, the sunscreen tubes are made of 70% recycled
material while the bottles are made of 50% recycled plastic mitigating the product' s environmental
impact.
o
Within 2022 C-Thru EDT products' cap was changed from Surlyne, a non-recyclable acrylic plastic, to a
recyclable PP material.
o
Within 2022, a new Bioten body care product was launched (Bioten skin nutries) that is made from
100% PCR PET plastic and is fully recyclable.
o
Luksja DOY packs were relaunched in 2022 and contain 68%-85% less plastic versus the primary
product packaging per ml.
o
Elode fragrances and Noxzema roll on products have FSC certified paper in their packaging which
means it meets the "gold standard" ethical production. The wood is harvested from forests that are
responsibly managed, socially beneficial, environmentally conscious, and economically viable.
o
Within 2022 in the skincare category, fully recyclable tissue masks were launched.
Within our Home Care category, indicative actions include the following:
o
We have launched a new, wholly recycled product range that is made from plastic waste sourced
externally, boosting our circularity.
o
In the context of circular economy, our garbage bag production site 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.
o
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, while
the Group’s garbage bags made the transition to an FSC-paper wrap packaging, removing the plastic
package.
o
Additionally, the Group is examining to reduce the thickness of its plastic bags.
o
Moreover, AVA products contain 15% less plastic in their packaging.
o
We are also examining the gradual replacement of boxes and carton boxes from non-FSC to FSC-
certified paper.
o
Moreover, we are considering the 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).
o
We are reviewing the packaging size across categories (downsizing where applicable) for packaging
waste reduction (e.g. paper cores/boxes etc)
Moreover, the forthcoming acquisition of STELLA PACK will contribute significantly to the Group’s circular economy
practices and the production of more sustainable products, as it owns a waste segregation line that produces
recycled plastic granule covering fully its production needs.
Finally, we implement a strict and precise paper segregation procedure in our production facility in Poland that
results in a reduction of mixed paper waste generated in our Pruszkow facility. We basically separate silicon covered
paper from other types of paper in the context of improving our recycling waste management.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Furthermore, for all our strategic categories and through our new “Vendor Management” that was previously
mentioned, we focus on collaborating with partners that adopt circular economy waste practices and have
standardized recycling processes. It is crucial for us to work with partners that share the same philosophy and goals
with us.
We are also actively contributing to Greek post-consumer recycling programs by providing a yearly fee to the
Hellenic Recovery Recycling Corporation which is in accordance with the yearly amounts of recycled plastic we
collect. The Group also contributes to this cause by supporting the purchasing of relative blue recycle bins. The total
amount of the company's financial contributions until 2022 corresponds to the financing of the purchase of 5,879
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.
Sarantis Group has identified that the efficient use of energy and the use of 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 generated energy is estimated to reach 1,350 MWh,
covering almost 50% of the factory’s needs in terms of energy, while at the same time an expansion of the
current system is under examination in order to further increase its capacity and achieve the plant’s full
energy autonomy.
•
Moreover, we are examining to proceed in PVs implementation at Polipak’s production facility in the future
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 site
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.
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 it aims to obtain the corresponding certification in Greece by June 2023. 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.
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.
•
Furthermore, within the Greek production plant we proceeded to a review of the compressed air network
and monitoring of the system, and we have finalized the replacement of lamps with led lights in the area of
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
the warehouse of packaging materials and finished goods, as well as in the surrounding area, while further
areas will be covered too by LED lights in 2023.
•
In terms of energy efficiency in our production facility in Poland, we have upgraded our lighting system as
well 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.
III.
Social & labor policies
Building community relations and responding to societal needs
Sarantis Group is a firmly committed to giving back to society and creating a positive impact on the wider
community. The company strives to enact positive change through diverse initiatives in areas such as human rights,
poverty alleviation, disability support and environmental protection. Additionally, the Group actively contributes to
various charities, vulnerable groups and non-profit organizations to support causes close to its values as an ethical
business leader. Sarantis Group is passionate about making a difference across the countries it operates and its
commitment to social responsibility continues to build bridges and empower individuals towards a better future for
all. Social contribution is a key part of our mission and we take this responsibility seriously. Sarantis Group puts
great emphasis on making a positive impact in the world. The Group looks for opportunities to give back and
provide support to projects that can transform the disadvantaged and vulnerable in society. In a year of
unprecedented change and challenges, we brought together our knowledge and insights to help. Together with our
employees, we are committed to making a lasting contribution above and beyond our business activities.
Our commitment to sustainability is part of our DNA. Commitment to assessing and managing the environmental
and social impacts of our products throughout their lifecycle in order to ensure sustainable production in our
activities and to support responsible consumption practices in our value chain while also setting a good example
and inviting others to join us in contributing to change.
This year, we have channeled multi-dimensional donations
in 9 countries (Greece, Poland, Romania, Bulgaria, Czech Republic, Bosnia and Herzegovina, Serbia, Portugal and
Philippines). More than €2.5 mil. were allocated by the Group to do our part towards our thriving communities
sustainability pillar, supporting those who need it the 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 & Inclusion
Supporting & raising awareness on Health & Safety
Providing relief against natural disaster & humanitarian crisis
- In light of the unfolding Ukrainian crisis, with the active support of our subsidiaries in Poland, Sarantis Polska and
Polipak, but also with the action of Sarantis Romania, humanitarian aid has been mobilized at a Group level in
Poland and Romania to the Ukrainian people affected by the scourge of war. Specifically, medicines were
transported directly to Ukrainian hospitals while clothes & food supplies were transported at the Polish boarders
through the Polish Red Cross to further support the upcoming refuges. The Group has already joined an effort, of
the polish corporate community to financially support Ukrainians, amounting to more than 64,000 euros and has
donated Sarantis Group products to those displaced and in need amounting to more than 160,000 euros. Moreover,
our beloved brands,
C-thru, Str8
ż
ele, Luksja, Jan Niezb
ę
dny, Grosik
, in order to enhance the operations for the
Ukrainian refugees,
donated essential items to the
Agencja Rezerw Strategicznych - Strategic Reserves Agency
,
Polish Red Cross and Caritas Polska
. In addition, donations of a wide range of products were organized to aid the
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
local
Hospital "Szpital
Ś
redzki Serca Jezusowego"
and the
Ukrainian refugees at the Hrebenne border,
Stowarzyszenie Ewangelizacyjne Koinonia Jan Chrzcicie
l.
- Through our trusted brands,
SANITAS
,
AVA
,
Orzene
,
Noxzema
,
Bioten
and
STR8
, we joined forces with the Greek
hypermarket chain KRITIKOS to support the CSR initiative “
With love for North Evia
” aiming to alleviate the
damages made in the region of North Evia by the wildfires during last summer and further contribute to the
reforestation efforts made. A simple act of kindness and sharing can make huge difference for those who need it
the most.
Supporting & raising awareness towards environmental protection
Sarantis Group is committed to protecting and preserving the environment for future generations. We are keenly
aware of the ecological threats our planet faces and we recognize the importance of raising awareness towards
environmental protection. To this end, we support initiatives that promote sustainability and conservation of
natural resources. We also, seek to educate others on the importance of taking active steps to reduce emissions and
waste, ultimately creating a greener and better world for all.
-The Group participated, yet again for another year, in the
11th edition
of the
“Clean Tatra Mountains”
initiative in
Poland, powered by our Polish home care brand
Jan Niezb
ę
dny
. As every year, we enhanced the project’s purpose
by offering to all the eco – enthusiastic volunteers the necessary equipment for cleanup - garbage bags and gloves
packed in recycled backpacks.
3.000 volunteers
gathered at the two days' festival, selected and segregated
402 kg
of garbage
from the Tatra trails. This initiative has created a social phenomenon that engages and empowers more
and more people every year to engage in environmental actions.
- Furthermore, the beloved brand
Jan Niezb
ę
dny
supported for 2
nd
year, the "
Clean Baltic Sea
" initiative which is a
big cleanup of Baltic’s beaches by volunteers and ambassadors.
Jan Niezb
ę
dny
sponsored the action and provided
the necessary equipment (garbage bags and gloves packed in recycled backpacks) to the participants.
-Through our subsidiary in Poland, Polipak, in order to support the local biodiversity, we adopted three European
bison from the
Poznan New Zoo
by financially supporting their maintenance.
- Sarantis Group through its subsidiary Sarantis Bulgaria and powered by
FINO
– one of the Group’s most reliable
home care brands and No.1 brand in the category of garbage bags in Bulgaria - participated on the 10th edition of
"
Let's clean Bulgaria together
" campaign, where more than
3,000 tons of waste
were collected from
11 cities in
Bulgaria in over 50 locations
.Through a crowd funding method our colleagues at Bulgaria’s subsidiary raised money
for the children deprived of parental care who live at the Institutional care Lisichovo. Moreover, linen for all the
children in the home, books, board games, Christmas gift sets with chocolates and candies were offered as well.
-Moreover, Sarantis Bulgaria supported
500 volunteers
who collected over
25 m3 of garbage from Vitosha
Mountain
. This is the first event from the initiative entitled "
Together for a Cleaner Vitosha
", through which the
organizers aim to unite institutions and volunteers in various campaigns for the improvement of conditions in the
mountain and taking care of nature. The participants cleaned the ski area and the area of the lift facilities with
materials provided by
FINO.
The purpose of this initiative is to set a good example by sharing a nice walk in nature
with family and friends while picking up the waste scattered around in the mountain.
- FINO,
actively participated for yet another year, at the “
Let’s Do It Romania
” initiative. This year, the World
CleanUp Day, engaged more than
160,000 volunteers
who collected approximately
1,320,000 kg of waste
. Despite
the unfavorable weather conditions, the event took place on three consecutive Saturdays and joined the global
movement “Let's Do It World” that connect
190 countries
who aim at the same objective:
a waste-free world, a
better world
. In collaboration with “Let’s Do It”,
over 3,000 employees
and partners of several companies came
together and volunteered to clean up litter and mismanaged waste from beaches, rivers, forests, and streets
throughout the year.
FINO
, additionally, provided to the volunteers with 100% recycled plastic bags and gloves, to
ensure everything runs smoothly. Every human on this planet has a place they call it “Home”. This simple act of
waste collection has become a force that binds people together towards the same goal.
-FINO
in Serbia sponsored the association, “
Trail Cleaner - Plogging org
.”, where the activity itself is about picking
up waste while jogging. Plogging is a change of attitude and plowers are proud garbage collectors who do
something for our environment and health before it is too late. Since then, over 3 million people have participated
in organized or solo ploggas. Every day, approximately 20,000 people plog in over 100 countries. Our cooperation
started in 2021 and since then, we participate actively by providing FINO gloves; Tytan Flex/Tytan/Green life
garbage bags.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
-
Astrid SUN eco care
organized
a road show,
which took place in
16 kindergartens in Prague and Central Bohemia
.
The road show was dedicated to educating children in kindergartens on the importance of using sunscreens,
particularly eco-friendly ones, as well as on how to use them properly.
Waste sorting and recycling were also
discussed
. The project was conducted by an actress who kept the children engaged and entertained in a joyful and
interactive manner. At the end, all children received a kit with Astrid Sun eco care products, coloring sheets for
individual and group work.
- STR8, BU, CARROTEN, ORZENE, AFROSO, FINO, TEZA, PYROX, SANITAS, BIOTEN, VIDAL, NOXZEMA, AVA, and
WASH&GO
partnered with MASOUTIS supermarket in Greece on the “
Give a Hand too
” CSR initiative. The donation
was given to the NGO “BEACH CLEANING” to support their beach cleaning efforts.
- The Group and its personal care brand,
Bioten
, continue to support the efforts made by The Yangil and the
Banawen tribes to replant the region in Philippines. Together with its partners:
NGO For the Future, Madtravel.org
,
I-Face empowered and Bioten’s Influencer Nadine Lustre the whole initiative aiming to plant 88K trees. This
initiative will further bolster our efforts to promote a more sustainable and a greener future.
Supporting vulnerable population groups and encouraging Diversity & 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:
-Sarantis Group and AB VASSILOPOULOS embrace one more time
KETHEA’s Early Intervention
for Problematic
Internet Use Network
and its mission through the "Live Offline" campaign. This time the campaign’s concept
encourages everyone to create memories and not social media posts. Sarantis Group will further contribute through
financial donation to KETHEA’s Early Intervention & Prevention Network. The amount raised via products’ discounts
to cover the NGO’s logistical needs. Beloved brands of Sarantis Group participate:
Sanitas, AVA, Teza, Afroso,
Orzene, Koleston, Wellaflex, Wella Deluxe, Carroten, Noxzema, Bioten, Batiste, Wash & Go and Fino
, to support
this cause.
- NOXZEMA
provided financial donation via products discounts at
My Market
supermarkets to
Child's Friends
NGO
for their yearly needs.
- Through the CSR action of the personal care brand
NOXZEMA
, we actively support the work of
Merimna
Nonprofit Organization
with financial donation, helping this way children to develop the psychological strength to
deal with their loss and adapt to a life without their father.
-
NOXZEMA
supports
AnimaCare’s cause
by financial donation. ANIMACare, is an online platform for information
and support developed by ANIMA which seeks to address the needs of people related to Mental Health. The NGO,
aiming to provide information, support and education, online or over the phone, on all aspects of Mental Health
based on their experience and research while encourages all interested parties to develop their own perspectives
on the life issues they face and their therapeutic process free of charge.
- Sarantis Group for the 6th consecutive time embraces the mission of the NGO
Boroume
on the effort to reduce
food waste and offers, through its brand
SANITAS
, 150,000 portions of food & 6,000 food packaging products to
Galini Foundation
and the
NGO Faros Elpidas
. Both organizations support daily more than 770 people through free
meals service.
- SANITAS
provided
NGO Ithaca
with
9.000 garbage bags
and
9.000 gloves
to support their cause and daily
demanding operations. We are glad to be part of this action, as
Ithaca Laundry has delivered to
66,000 kilos of
clean
,
dry clothes
to its beneficiaries, who have already reached
2,500
individuals, while demand for its services
keeps growing.
-
SANITAS, AVA, AFROSO, PYROX, CARROTEN, NOXZEMA, BIOTEN, STR8, KOLESTON, WELLAFLEX, ORZENE
via
products' discounts at Galaxy's hypermarkets supported
Hadjipaterion’s
cause. The
Center for Rehabilitation &
Child Support (C.R.C.S.)
provides special education programs, psychotherapy, occupational therapy and physical
therapy for children up to 14 years old.
- AVA
, actively supports, through financial donation, the
Nonprofit Organization, Merimna
which
and
embraces
each child that is thankful to its mother, wherever she might be, while embracing the children who mourn the loss
of their mother.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
-
AVA
, this time supports the mission of the NGO “
Food On
” on its effort to enhance social inclusion.
The beloved
home care brand financially sponsors 5 dinings, which will be held aiming to offer to socially excluded people a
dining experience with professionals that may give a new perspective to their future.
-Additionally,
STR8
made a financial contribution to
Panathinaikos athletic club People with Disabilities
- Within the Luxury Cosmetics business unit,
JEAN PAUL GAULTIER
,
encourages the nonprofit
LGBTQ community
“Colour Youth”
and offers significant financial support for its purpose and activities.
- Beloved brands:
Bioten, Noxzema, Orzene, Koleston
as well as distributed brands such as
Max Factor and Rimmel
contributed via Hondos Center’s product discounts to support
Phoebe’s guesthouse
cause. The Guesthouse
provides shelter, food and empowers abused women psychologically while help them to shape their skill up
development, for their smooth reintegration into society.
- The famous men’s care brand
STR8,
join forces with selected Greek Super Market chains in order to strengthen
the social work of the NGO
KMOP
through the initiative
“Live Without bullying”
. The campaign stands behind the
motto
“STOP BULLYING”,
which is part of brand’s actions entitled
“HUMAN UP – CHOOSE RESPECT”
and is
fully in
line with the Group’s culture and values
while aims to
raise awareness on social issues
, like the phenomenon of
bullying. More specifically, part of STR8, men’s care product sales, exclusively made from selected Greek
supermarket chains, donated to enhance the work of
KMOP
.
-
Polipak
, one of the Group’s subsidiaries in Poland, provide financial support to the local
orphanage in Szlachcin
,
the
nursing home in
Ś
roda Wlkp
and a scholarship to the
local High school Liceum Ogólnokszta
ł
c
ą
ce, Zespó
ł
Szkó
ł
Rolniczych
.
-
Sarantis
Bulgaria
, stands proudly with children in need of personal care. This year, the company, participated in
the first school day for “
kids living without their parents
” and donated to the
SOU Konstantin Velitchkov – Plovdiv
school
useful educational gifts (tablets, backpacks, pens pencils and notebooks) for some of the children.
-In addition,
Sarantis Bulgaria
, proudly participated in the charity initiative
“Plusheno meche”
during Christmas
time. Our generous donations included items from our company portfolio, along with partner Lavena products
specifically aimed at children. These items included deodorants, shower gels, shampoos, wet wipes, baking and
cleaning products which reached over
300 people
across
six different locations
in the North-West, South-West, and
Central regions of Bulgaria.
- Sarantis in Poland,
within 2022, supported the tournament
“Stowarzyszenie Sport CK”
organized by the
Association, the
picnic for Association members
,
guests
and
their families,
the
Fundacja Hospicjum Onkologiczne
ś
w. Krzysztofa hospital
and the
Fundacja Opieki 67nd Zwierz
ę
tami Canis pet orphanage
with disposable items,
such as trays , cutlery cups bags, gloves and cloths.
- In Romania
FINO, ELMIPLANT and COMPEED
provided the
Traieste cu Bucurie association
with sanitary materials
such us, gloves, wipes, cleansing gel, liquid soap, deodorants.
-Additionally, in Romania
FINO and ELMIPLANT,
provided to the
Filantroic Fundation Metropolis
with sanitary
materials, such us, gloves, wipes, cleansing gel, liquid soap, 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.
- CARROTEN
&
Bioten
in Greece contributed by donating products in the fundraising dinner that the non-profit
organization “
Safe Water Sports”
organized.
The aim of the event was to
provide information and raise awareness
to the general public on safety matters
related to recreational water
activities and water sports
with great
emphasis on safety standards and the prevention of drownings and sea-based accidents.
-CARROTEN
in Greece also donated gift bags in
"The Happy Summer Camp"
through the support of "Safe Water
Sports" entity.
CARROTEN
donated to the kids of the camp
solar radiation measuring bracelets for a safe summer
.
-Sarantis Group in Greece contributed with
CARROTEN
samples to support the
Panhellenic Beach Handball
Tournament
that the "Municipality of Parga" and the "Renaissance Handball Sports Association of Arta" co-
organized and offer
the necessary sun-protection to the athletes
.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
-Sarantis Group in Greece through Bio – Oil
have a monthly subscription agreement for Bio-Oil's participation in
My
New Baby
webinars. These seminars are attended by 1,700 mothers-to-be each month and are hosted by qualified
midwives who provide advice on breastfeeding, bathing, diaper changing, and self-care. As an exclusive sponsor,
Bio-Oil contributes by providing useful gifts during the seminars, and the midwives give live advice on the correct
usage of Bio-Oil.
- This year we enhanced a good cause in Portugal by being an official sponsor of “
Corrida Sempre Mulher
” (Always
Run Woman) through
Bioten
and had the honor to be an official sponsor of this event by embracing this cause.
Some activations took place at the starting point, where goodie bags were given to the participants that included
present samples of our loved and natural Bioten’s Detox Face Cream and Detox SG.
Employer’s Responsibility
Empowered employees and consistent investment for the development, safety, and wellbeing of our employees are
part of the Group’s philosophy. The Group is committed to provide a supportive workplace, while creating
prospects for its employees, investing in upskilling their knowledge and capabilities in order to help them grow and
fulfill their professional aspirations.
In this context, the main axes that the Group focuses on is the following:
•
Creating employment and ensuring human capital development
We seek to be reliable partners and to strengthen the trust of our colleagues, contributing to their continuous
development through the implementation of the best human capital management practices, based on their
credentials and competencies, in a positive & supportive working environment that promotes equality,
transparency and mutual respect. To this end, we
support
the
Universal Declaration of Human Rights of the United
Nations
and we respect the internationally proclaimed human rights. Our employees’ voice matters therefore we
launched
Employee Engagement Survey
to measure Engagement. We cooperated with an external global trusted
partner to ensure unbiased participation. The survey was designed to measure employees’ commitment, loyalty
and willingness to be part of our team, as well as their position fit and the enableness of work environment. The
outstanding participation rates,
90% out of total employees
, as well as evolving engagement results provide us the
ground to invest in specific improvement areas.
We strive to create an atmosphere where everyone’s voice is heard and collaboration is encouraged, leading to
greater productivity and success. Our three well established main pillars for our employees’ development, starting
from
hiring
,
further developing their skills and expertise
and
rewarding their performance
, ensures that the Group
continues to be a pioneer in a dynamic and competitive work environment.
We are committed to provide
equal opportunity and inclusion
in the workplace. We believe in a workplace free of
all forms of discrimination, harassment, and retaliation, and we strongly encourage and support diversity in all
levels. Thus, in 2022,
our female employees were 54% of the Group’s total workforce.
Our commitment to
diversity and inclusion extends beyond recruitment and hiring practices; our initiatives include developing programs
and systems that foster an environment of mutual respect, where everyone is provided with equal opportunities.
We have created career progression pathways and developed innovative learning solutions to ensure that all team
members have the same access to opportunities, regardless of gender, race, ethnicity, age, religion, sexual
orientation, and disability.
We are dedicated to ensure that our
Performance Management process
focus on the achievements and goals of
our team members, rather than relying solely on individual performance. The process enhance continuous feedback
and development of our employees as well as fair rewards allocation.
Our Group’s
reward philosophy
is to attract, retain and engage employees who are committed to perform, are
responsive and leave our values in their day to day work life. Our
reward strategy
seeks to promote a long term
growth mindset and reinforce desirable behaviors, ensuring that employees are fairly rewarded and that their
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
contributions are linked to the Company’s success. On this regards the main pillars which define our rewards
philosophy are:
1.
Attract & Retain
: Find the right people at right time, right place and right cost. Retain the best
employees who will enhance business growth and will continuously improve.
2.
Engage
: Increase motivation through engagement by focusing on the power of individual and celebrating
the brilliance they bring. At the same time advocate for collective accountability and build strong inclusive
community where people thrive.
3.
Reward
: Adopting behaviors that produce exceptional performance. Incentivize and reward employees
that achieve exceptional performance.
Main factors we utilize to put our rewards philosophy into action are: a) Pay for position: which allocates the
positions impact and contribution to realize business results. b) Pay for person: reward skills and competencies
which will lead the change and advancement of business for the future and c) Pay for performance: reward
exceptional performance, as well as role model behaviors. One size does not fit all, therefore the implementation of
our competitive reward strategy into the countries we operate require global framework and respect of the locality.
On this regards we offer competitive base pay, performance based short term incentive scheme and benefits.
We value our employees’ unique talents and perspectives and seek to recognize their achievements in meaningful
ways. We empower our people to take ownership of their own development and strive to make their experience at
Sarantis Group rewarding and enjoyable.
We utilize modern methods for
evaluating candidates
, promoting equal treatment opportunities and transparency.
We invest in a modern recruitment process and
recruitment platforms
in order to attract more talents. This year,
one of our affiliates launched our
Management Trainee Program “Shine OUT”
, where we provide the opportunity
to young and ambitious graduates to join our team and to start their professional career with us. Program’s purpose
is the selected candidates to gaining knowledge and experiences in order to become our next future leaders. We
foster a competitive environment where people are encouraged to think outside the box and challenge the status
quo. Our goal is to create an open, collaborative workspace where employees can explore their ideas and work
together to come up with innovative solutions and progress the company. We have created a culture of excellence
and empower our team members to learn, grow, and take ownership of their own development. Through
continuous learning and training opportunities
, we ensure that our team has the skills they need to stay ahead of
the competition. Our aim is to transform learning into a habit. We build a learning culture that drive us forward.
This mindset was embedded in our learning activities, resulting in a growth of
200% increase of learning activity
on
a Year over Year basis in MySarantisLearning powered by LinkedIn Learning for total Sarantis Group. Additionally,
3.500 of learning hours were held to enhance learning culture in topics such as: Team’s Challenge & Peer Learning,
learning bites, tips to learn better, workshops on leadership skills and trainings on constructive feedback. Further
topics of this year’s trainings were: Revenue Growth Management, Project Management, Mastering Effective
Leadership, E-Commerce & Digital Marketing, Improving Sales capabilities, Negotiation skills, Leadership skills, LEAN
foundation, ISO 45001, First Aid, Smart Factory Practices, HSE Management, Coaching, , ERP technical skills, Quality
Standards Training, Effective Teamwork.
Total learning activity was increased approximately by 208% on Year over
Year basis.
•
Ensuring occupational health & safety and wellbeing
Sarantis Group provides the conditions for a better and safer working environment that promotes and develops its
employees. A wide round of investments in Systems for
Environmental Management and Occupational Health &
Safety Management
was completed within 2022 by Sarantis Group, underlining its commitment to offer high
quality products, while adopting socially responsible practices and environmentally friendly methods. In particular,
within 2022 the Group received a certification according to the international standard
ISO 45001:2018
Occupational Health & Safety Management
at its three production facilities in Greece Poland and Ukraine.
At Sarantis Group, we strive to create an environment where all individuals are valued and respected regardless of
differences in background, identity, or experience. Our approach to workplace safety is comprehensive, with safety
training programs and protocols designed to ensure that everyone can do their jobs safely. We also provide a range
of other resources such as
health services and employee assistance programs
to help our employees stay healthy
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
in their work life. Therefore, we remain committed to creating a safe and productive work environment for all of
our employees. The COVID-19 pandemic has disrupted not only the economic but also the wider business
landscape. In 2022 unprecedented challenges continued to arise. As we navigate through new operational norms,
we continue to transform in the digital age, investing in our employees. We successfully adapted techniques to
confront the pandemic,
like the hybrid working model across Sarantis Group
, providing a dynamic and modern
work environment that respects work-life balance, while enhancing at the same time the Group’s growth.
Additionally, in respect to locality,
indicative benefits plans
offered in our countries are
medical insurance for
employees & dependents, discounts
in organization programs, club subscriptions and additional benefits which
increase employee’s wellbeing. Additional events per country are
“Sarantis Wellness Days”,
aiming to empower our
employees’ physical and mental health. 50% discount in multisport cards, welcome gifts to new employees, first aid
trainings, health and safety trainings especially in production and warehouse facilities, blood donation program for
the employees and their relatives while we encourage team building workshops during seasonal Bank Holidays.
•
Safeguarding employee diversity, equal opportunities, and human rights
We believe that being different widens our perspective and strengthens our business. We respect the uniqueness of
each individual and we aim to treat everyone equally, with respect and dignity. We value and pursue diversity in our
business environment, we believe that diversity within the Group brings different thinking and agility. Furthermore,
we believe in gender equality and women empowerment, therefore we invest in females’ employees and their
skills. In 2022, 54% of our total workforce are women employees, achieving a high percentage of diversity within the
Group. Overall, the Group:
•
Offers equal employment opportunities.
•
Ensures no unlawful discrimination is practiced in any aspect of employment relationship.
•
Provides an inclusive working environment, free of any form of disrespectful treatment and hate activity
such as harassment and bullying.
Encourages employees to report any concerns regarding discrimination in the workplace.
•
Ensures that female employees are equally treated, remunerated, and promoted within the company, as
male employees.
The Group’s Human Rights Policy is incorporated in the Code of Business Conduct
6
, which is posted in the corporate
website:
.
IV.
Anti-corruption & anti-bribery policies
Safeguarding corporate governance, regulatory compliance and business ethics
•
Fair competition
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.
6
ATHEX C-S6
71
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 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, and 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
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.
•
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
7
, 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 information 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 information 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.
7
ATHEX C-G6
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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
2022
2021
2020
Total Consumed Energy (GRI 302-1) (MJ)
165,749,837
159,471,949
168,756,356
Energy intensity (GRI 302--3)
0.37
0.39
0.43
Consumed Energy from Renewable Energy Sources (GRI 302-1) (MJ)
9,383,487
7,622,382
9,181,723
Total amount of energy consumed within the organisation (ATHEX C-E3) (MWh)
46,042
44,298
46,877
Percentage of electricity consumed, in percentage
(ATHEX C-E3)
62.00%
57.76%
61.56%
Percentage of energy consumed from renewable sources, in percentage (ATHEX C-E3)
5.66%
4.78%
5.44%
Direct GHG emissions - Scope 1 (GRI 305-1, ATHEX C-E1) (tCO2)
3,364.4
3,721.5
3,459.8
Energy indirect GHG emissions - Scope 2 (GRI 305-2, ATHEX C-E2) - location based (tCO2)
17,585.4
14,246.0
15,856.7
Energy indirect GHG emissions
- Scope 2 (GRI 305-2, ATHEX C-E2) - market based (tCO2)
21,006.4
16,057.9
18,072.6
GHG emissions intensity (GRI 305-4) - Scope 2 location based
0.05
0.04
0.05
GHG emissions intensity (GRI 305-4) - Scope 2 market based
0.05
0.05
0.06
Labor
Total number of employees
(GRI 102-8)
Headcount
2022
2021
2020
2,290
2,376
2,683
Percentage of total women employees (ATHEX C-S2)
2022
2021
2020
54%
55%
56%
Total number of employees by employment contract by gender in 2022 (GRI 102-8)
Men
Permanent
Temporary
992
53
Women
Permanent
Temporary
1,195
50
Total number of employees by employment type, by gender in 2022 (GRI 102-8)
Men
Full-time
Part-time
1,026
19
Women
Full-time
Part-time
1,170
75
Percentage of individuals within the organization’s governance bodies by age and gender in 2022 (GRI 405-1, ATHEX C-S3)
Men
<30 years
30-50 years
>50 years
0%
33%
50%
Women
<30 years
30-50 years
>50 years
0%
0%
17%
Number of work-related injuries (GRI 403-9)
2022
2021
2020
10
11
6
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Average hours of training per year per employee (GRI 404-1)
2022
16
Percentage of employees receiving regular performance review (GRI 404-3)
Men
Women
56%
41%
Laws & regulations
2022
2021
2020
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
2022
2021
2020
Donations, charities, community offering
(€)
2,543,870
720,033
926,812
off which COVID-19 related
704,702
Percentage of the procurement budget spent on local suppliers
(GRI 204-1 )
63.70%
71.84%
66.90%
* Base year and recalculations:
i.Base year for the calculations is 2019 due to pre-COVID-19 comparability reasons.
ii.Change of the Emission Factors used for Greece form DEFRA to Greek National Inventory Submissions, UNFCCC triggered the recalculation of the
emissions for the base year as well as for the years 2020-2021.
iii.Emission factors for relative years 2019, 2020, 2021, and 2022 for Greece available in the Greek National Inventory Submissions, UNFCCC, 2021 and
2022. 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.
More sustainability related data will be presented in our 2022 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
8
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. 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 (
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: climate change mitigation, climate
change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular
economy, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems.
8
ATHEX A-S1
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
At the same time, the economic activity that substantially contributes to achieving one or more of the
environmental objectives must not significantly harm (DNSH) the other environmental objectives. In addition, the
economic activity must be carried out in compliance with the minimum social safeguards and comply with the
technical screening criteria established by the EU Commission by means of the delegated acts.
The EU Taxonomy Climate Delegated Act introduces the first set of technical screening criteria to determine which
activities contribute significantly to achieving two of the environmental objectives set out in the Taxonomy
Regulation: climate change mitigation and climate change adaptation.
We have undertaken a review of the Group’s turnover, capital expenditure and operating expenditure (as defined in
the EU taxonomy) to identify the extent of any eligible activities within our business.
We identified the following eligible economic activities:
Economic Activity
Description
NACE- Code
4.1. Production of electricity from solar PVs
Produce of
electricity using solar photovoltaic (PV)
technology.
D.35.1.1
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
•
“Production of electricity from solar PVs”
(D.35.1.1).
In particular, as part of its plan to reduce its GHG emissions, within 2021 the Group proceeded to the
installation of photovoltaics at the Group’s production plant at Oinofyta. The power of the installed
photovoltaic system is 1 MW and the generated energy reached 925 MWh in 2022, covering almost 45% of
the factory’s needs in terms of energy (net metering).
It is noted that the connection was completed within 2022 and is fully operational, while there have been
no further related operational or capital expenditures within 2022.
•
“Manufacture of plastics in primary form” (C.20.1.6),
as it relates to part of Sarantis Group home care
business unit.
In particular, Polipak, the Group’s subsidiary that specializes on the production of Garbage Bags, engages,
as part of its activities, in the production of recycled plastic granules from its own plastic waste that is
subsequently re-used in the production process.
Moreover, Ergopack, processes post-consumer plastic waste producing recycled plastic granules that are
used in the production of Ergopack’s garbage bags.
It is noted that the Group does not record sales from the sale of plastics in primary form.
Finally, the production and sales of Cosmetics and Personal Care products do not fall within the scope of taxonomy
eligibility. Therefore, there were no corresponding investments or operating expenses that could be qualified as
eligible.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Assessment of compliance with the Taxonomy regulation (2020/852/EU) and the technical screening criteria
(2021/2139/EU) - Alignment with the Taxonomy
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 fully aligned with the Taxonomy. Details on the alignment assessment of the
above activities, are presented below in detail.
KPI - Turnover
KPI - Capex
Economic Activities (1)
Code (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate Change mitigation (5)
Climate change adaptation (6)
Water & Marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate Change mitigation (11)
Climate change adaptation (12)
Water & Marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy aligned proportion of turnover
(year Ν) (18)
Taxonomy aligned proportion of turnover
(year Ν-1) (19)
Category (enabling activity) (20)
Category (transitional activity) (21)
mil. euro
%
%
%
%
%
%
%
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
%
%
Ε
Τ
A. Taxonomy eligible activities
A1. Environmentally sustainable activities(taxonomy
aligned)
Production of electricity from solar PVs (D.35.1.1)
4.1
0
0
0
N
N
N
N
N
0
Manufacturing of plastics in primary form
(C.20.1.6)
3.17
0
0
0
N
N
N
N
N
N
0
Turnover of environmentally sustainable
activities(taxonomy aligned)(Α.1)
0
0
0
0
A2. Taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)
0
0
Turnover of taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)(Α.2)
0
0
0
Total Α.1. + Α.2.
0
0
0
Β. Taxonomy-non-eligible activites
Turnover of non-eligible activities (Β)
445.07
100%
Total Α+Β
445.07
100%
Substantial Contribution criteria
DNSH criteria (Does not significantly harm)
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
KPI - Opex
Taxonomy Alignment Assessment
Economic Activities (1)
Code (2)
Absolute capex (3)
Proportion of capex(4)
Climate Change mitigation (5)
Climate change adaptation (6)
Water & Marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate Change mitigation (11)
Climate change adaptation (12)
Water & Marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy aligned proportion of capex (year Ν) (18)
Taxonomy aligned proportion of capex(year Ν-1) (19)
Category (enabling activity) (20)
Category (transitional activity) (21)
mil. euro
%
%
%
%
%
%
%
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
%
%
Ε
Τ
A. Taxonomy eligible activities
A1. Environmentally sustainable activities(taxonomy
aligned)
Production of electricity from solar PVs (D.35.1.1)
4.1
0
0
0
N
N
N
N
N
0
Manufacturing of plastics in primary form
(C.20.1.6)
3.17
0
0
0
N
N
N
N
N
N
0
Capex of environmentally sustainable
activities(taxonomy aligned)(Α.1)
0
0
0
0
A2. Taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)
0
0
Capex of taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)(Α.2)
0
0
0
Total Α.1. + Α.2.
0
0
0
Β. Taxonomy-non-eligible activites
Capex of non-eligible activities (Β)
10.97
100%
Total Α+Β
10.97
100%
Substantial Contribution criteria
DNSH criteria (Does not significantly harm)
Economic Activities (1)
Code (2)
Absolute opex (3)
Proportion of opex (4)
Climate Change mitigation (5)
Climate change adaptation (6)
Water & Marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate Change mitigation (11)
Climate change adaptation (12)
Water & Marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy aligned proportion of opex (year Ν) (18)
Taxonomy aligned proportion of opex (year Ν-1) (19)
Category (enabling activity) (20)
Category (transitional activity) (21)
mil. euro
%
%
%
%
%
%
%
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
Υ/Ν
%
%
Ε
Τ
A. Taxonomy eligible activities
A1. Environmentally sustainable activities(taxonomy
aligned)
Production of electricity from solar PVs (D.35.1.1)
4.1
0
0
0
N
N
N
N
N
0
Manufacturing of plastics in primary form
(C.20.1.6)
3.17
1.35
1%
1%
N
N
N
N
N
N
1%
Opex of environmentally sustainable
activities(taxonomy aligned)(Α.1)
1.35
1%
1%
1%
A2. Taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)
0
0
Opex of taxonomy-eligible activities but not
environmentally sustainable (not taxonomy-aligned
activities)(Α.2)
0
0
0
Total Α.1. + Α.2.
1.35
1%
1%
Β. Taxonomy-non-eligible activites
Opex of non-eligible activities (Β)
119.08
99%
Total Α+Β
120.43
100%
Substantial Contribution criteria
DNSH criteria (Does not significantly harm)
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 objectives.
The identified eligible activities, namely 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. For all economic activities where we can demonstrate a significant contribution to
the mitigation of 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.
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.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Do not significant harm (DNSH) – Biodiversity & 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), Corruption 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 results 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 compliance 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 the 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 entities, 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.
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 fiscal year 2022, 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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
note on the prevention of corruption and bribery that is communicated to our employees and partners. For the
financial year 2022, 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 committed 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 the Sarantis Group. Our approach to tax
compliance is transparent and complies with our Code of Conduct. Within the fiscal year 2022, the 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 2022, 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 according to the description of these activities and taking into account the respective NACE
activity codes, as these are presented in the Delegated Act 2021/2139/EU.
Since we are currently in the first period of implementation of the Taxonomy framework (1/1 – 31/12/2022), 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 presented proportions have been calculated using the following approach:
•
KPI - Proportion of the total turnover:
It was calculated based solely on the total net turnover from the
sale of goods. 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.
•
KPI - Proportion of the total capex:
It was calculated based on the capitalized expenses incurred for
additions to assets or processes corresponding to aligned economic activities. The numerator includes only
the activities that are considered aligned with the Taxonomy regulation.
•
KPI- Proportion of the total opex:
It was calculated based on the operating expenses related to the repair
and maintenance of assets or processes corresponding to aligned economic activities. The numerator
includes only the activities that are considered to be aligned with the Taxonomy regulation.
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 they replace IFRS.
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Definitions and reconciliation of Alternative Performance Measures (“APM”)
The financial figures below 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.
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 2022
FY 2021
Gross operating earnings
151.81
143.53
Other operating income
0.86
0.92
Administrative expenses
20.52
18.94
Distribution expenses
99.91
90.52
Depreciation and amortization
13.30
12.87
Earnings before interest, taxes, depreciation and
amortization
45.53
47.86
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.
(Euro million)
FY 2022
FY 2021
Margin
Margin
EBITDA
Earnings before interest, taxes, depreciation and
amortization
45.53
10.23%
47.86
11.78%
EBIT
Earnings before interest and taxes
32.24
7,.4%
34.99
8.61%
EBT
Earnings before taxes
31.76
7.14%
37.72
9.29%
Net Income
Net Earnings
26.27
5.90%
31.01
7.63%
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 then by deducting the cash and cash equivalents and other financial assets,
81
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
such as 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)
FY 2022
FY 2021
Long-term loans
20.71
43.97
Short-term loans
27.36
12.57
Cash and cash equivalents
60.68
45.81
Other financial assets
2.74
4.77
Net Debt
-15.35
5.96
Marousi, March 27
th
2023
The Board of Directors
THE CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER &
BOARD MEMBER
THE FINANCE DIRECTOR &
BOARD MEMBER
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
KONSTANTINOS ROZAKEAS
ID No. X 080619/03
ID No.
AI 597050/2010
ID No. AK 783631/13
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
82
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, 2022, and the separate and consolidated statements of comprehensive income, changes in
equity and cash flow for the year then ended, as well as a summary of significant accounting policies and
other explanatory notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the Company “Gr. Sarantis SA” and its subsidiaries (the Group) as
of December 31, 2022, 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.
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 2022
amounts to € 7,631 k. and € 1,100 k.
respectively.
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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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
asse
ssment of goodwill impairment are
included in notes 4.7.6, 4.8.4 and 4.10.3 of
the financial statements.
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
practi
ces,
accounting
principles
and
policies that affect the calculations.
-
We assessed the adequacy and the
appropriateness of the relevant disclosures
in the financial statements.
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
th
December
2022, amounts to € 109,557 k. and €
47,435 k. respectively. Against these
inventories balances, the
Group and the
Company
have
recognized
impairment
provisions of €1,419 k. and € 781 k.
respectively.
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.
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
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Based
on
the
above,
the
Group’s
management performs estimates for the
calcul
ation 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 val
ue 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 Comp
any’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.
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.
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 31
th
December
2022 amounts to € 103.122 k. and € 56,894
k.
respectively.
Against
these
trade
receivables the Group and the Company
have recognized impairment provisions of €
4,698 k. and € 3,628 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 mana
gement 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.
Our audit approach was based on the audit
risk and includes, amon
g 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 regardin
g the recoverability of
the
trade
receivables,
taking
into
consideration
the
aging
analysis,
any
guarantees that have been granted from
the customers.
85
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
D
ue 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.
- 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.
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
86
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 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.
87
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 31.12.2022.
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 9 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.
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, 2022, in XHTML format (21380078FJXYHFE8KP46-2022-12-31.xhtml), as well as the provided XBRL file
(21380078FJXYHFE8KP46-2022-12-31.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
88
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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, 2022, in accordance with the requirements of
ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable
the preparation of digital records that are free from material misstatement, whether due to fraud or error.
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,
2022,
in
XHTML
format
(21380078FJXYHFE8KP46-2022-12-31.xhtml), as well as the provided XBRL file (21380078FJXYHFE8KP46-2022-
12-31.zip) with the 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.
89
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
BDO Certified Public Accountant S.A.
449 Mesogion Av,
Athens- Ag. Paraskevi, Greece
Reg. SOEL: 173
Ag. Paraskevi, March 28, 2023
Certified Public Accountant
Christoforos Achiniotis
Reg. SOEL: 35961
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
90
ANNUAL FINANCIAL STATEMENTS
91
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.
ANNUAL FINANCIAL STATEMENTS
Those responsible for the preparation of the 2022 Annual Financial Statements (01/01/2022 – 31/12/2022) are the
signatories at the end of the Financial Statements.
4.1
STATEMENT OF FINANCIAL POSITION
The basic financial statements should be read in conjunction with the attached notes.
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non-current assets
200,378,055
187,155,150
Tangible fixed assets
4.10.21
41,001,934
43,110,411
Right of use
4.10.21
10,723,699
4,587,805
Investments in Property
4.10.21
2,430,309
31,857
Intangible assets
4.10.21
28,909,223
30,464,273
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
116,062,279
107,598,517
Other long-term receivables
4.10.5
150,609
262,288
Current assets
165,138,036
115,225,509
Inventories
4.10.4
46,654,686
41,642,311
Trade receivables
4.10.5
53,266,562
43,372,075
Other receivables
4.10.5
39,941,137
5,357,115
Cash & cash equivalents
4.10.6
22,536,726
20,082,361
Financial assets at fair value through profit and loss
4.10.7
2,738,925
4,771,648
Total Assets
365,516,091
302,380,660
Shareholders' EQUITY:
Share capital
4.10.16
54,504,438
54,504,438
Share premium account
4.10.16
40,676,356
40,676,356
Reserves
4.10.20
14,864,966
13,818,124
Profit (losses) carried forward
165,656,763
107,371,318
Total Shareholders' Equity
275,702,523
216,370,235
Non controlling interest
Total Equity
275,702,523
216,370,235
LIABILITIES
Long-term liabilities
33,535,790
36,685,620
Loans
4.10.10
20,710,000
30,385,000
Lease liabilities
8,877,360
3,096,925
Deferred tax liabilities
4.10.12
2,534,141
2,153,149
Provisions for post employment employee benefits
4.10.23
1,414,289
1,050,546
Provisions - Long-term liabilities
4.10.9
0
0
Short-term liabilities
56,277,779
49,324,805
Suppliers
4.10.8
37,338,374
29,594,583
Other liabilities
4.10.8
7,089,167
7,166,001
Income taxes - other taxes payable
2,665,091
2,900,381
Loans
4.10.10
7,095,000
7,885,000
Lease liabilities
2,090,147
1,778,839
Total Equity & Liabilities
365,516,091
302,380,660
Note
Group
Company
92
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.2
STATEMENT OF COMPREHENSIVE INCOME
The basic financial statements should be read in conjunction with the attached notes.
*The financial figures 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.
Analytical information can be found in the Group’s 2022 Financial report in paragraph 4.10.2
Continued
Activities
Discontinued
Activities
Total Activities
Continued
Activities
Discontinued
Activities
Total Activities
Total Activities
Total Activities
Revenue
4.10.1
182,672,162
167,902,356
Cost of sales
4.10.14
(293,262,310 )
(1,081,740 )
(294,344,050 )
(262,728,319 )
(1,571,373 )
(264,299,692 )
(121,092,378)
(106,879,558)
Gross operating profit
61,579,783
61,022,798
Income from associates
4.10.2
0
0
Other operating income
3,042,117
1,763,069
Administrative expenses
4.10.14
(20,516,821 )
(83,811 )
(20,600,632 )
(18,943,804 )
(117,532 )
(19,061,336 )
(12,837,112)
(10,354,239)
Distribution expenses
4.10.14
(99,913,627 )
(181,322 )
(100,094,949 )
(90,515,462 )
(227,739 )
(90,743,202 )
(47,849,965)
(46,264,466)
Operating profit (loss)
3,934,824
6,167,162
Financial Income-Expenses
4.10.15
(416,194 )
(937,896 )
(1,354,090 )
(902,279 )
(890,985 )
66,557,528
21,934,046
Gain (loss) from revaluation of fixed assets
4.10.21
(62,143 )
(62,143 )
(62,143)
0
Earnings (loss) before taxes
70,430,209
28,101,208
Income tax
4.10.11
(5,983,537 )
(335,671 )
(6,319,208 )
(5,644,611 )
(2,530,485 )
(8,175,096 )
(376,912)
(1,032,988)
Deferred tax
4.10.11
(758,704 )
(37,523 )
(796,227 )
(421,954)
(127,520)
Earnings (loss) after the deduction of tax (A)
69,631,343
26,940,700
Owners of the parent
69,631,343
26,940,700
Non controlling interest
(3,976 )
(3,976 )
0
0
Other Comprehensive Income:
0
0
0
0
0
0
0
0
Items not transferred to the statement of
comprehensive income:
(145,228)
1,629,796
Profit from revaluation of fixed assets
0
1,640,857
Deferred tax from revaluation of fixed assets
(169,734 )
(169,734 )
(115,489 )
(115,489 )
0
0
Share of associates' other comprehensive income
0
0
Profit/Loss from actuarial study
(203,715 )
(203,715 )
(28,352 )
(28,352 )
(186,190)
(23,245)
Actuarial study deferred tax
40,962
5,114
Effect from change in tax rate
0
7,071
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 )
(145,228)
1,629,796
Total comprehensive income after taxes (A) + (B)
69,486,115
28,570,496
Owners of the parent
69,486,115
28,570,496
Non controlling interest
0
0
Earnings (loss) per share, which correspond to the
parent's shareholders for the period
4.10.17
1.0398
0.4021
Amounts in €
Note
Group
Company
01.01-31.12.2022
01.01-31.12.2021
01.01-31.12.2022
01.01-31.12.2021
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ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.3
STATEMENT OF CHANGES IN GROUP’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 2021
Total comprehensive income for the period
Net profit for the period
Other comprehensive income
Foreign exchange differences
Reserve due to actuarial study
(16,168 )
(16,168 )
(16,168 )
Revaluation of property
Change from associates
Other comprehensive income
Other transactions registered in Equity
Total comprehensive income after taxes
Purchase of treasury shares
(629,121 )
(629,121 )
(629,121 )
Distributed dividends
(15,000,000 )
(15,000,000 )
(15,000,000 )
Minority interests due to acquisition of interest in a subsidiary
(1,975,409 )
(1,975,409 )
(999,417 )
(2,974,826 )
Formation of reserves
(915,030 )
Change from subsidiaries
(69 )
(1,000 )
(1,069 )
(1,069 )
Other transactions registered in Equity
(17,891,439 )
(17,605,599 )
(999,417 )
(18,605,016 )
Balance as at 31 December 2021
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 )
(0 )
(0 )
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
Attributed to shareholders of the parent
Share Capital
Share Premium
Readjustments
Reserve and other
reservesl
Balance of profit /
losses
Total
Non controlling
interest
Total
94
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 2021
54,504,438
40,676,356
11,903,109
96,344,957
203,428,860
Total comprehensive income for the period
Net profit for the period
0
26,940,700
26,940,700
Other comprehensive income
Reserve due to actuarial study
(11,060)
(11,060)
Revaluation of property
1,640,857
1,640,857
Other comprehensive income
1,629,796
1,629,796
Other transactions registered in Equity
Total comprehensive income after taxes
1,629,796
26,940,700
28,570,496
Purchase of treasury shares
(629,121)
(629,121)
Formation of reserves (A)
914,339
(914,339)
0
Distributed dividends
0
(15,000,000)
(15,000,000)
Other transactions registered in Equity
285,218
(15,914,339)
(15,629,121)
Balance as at 31 December 2021
54,504,438
40,676,356
13,818,124
107,371,318
216,370,235
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
0
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
0
(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
Attributed to shareholders of the parent
Balance of profit /
losses
Total
Share Capital
Share Premium
Readjustments
Reserve and other
reservesl
95
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.5
STATEMENT OF CASH FLOWS
The basic financial statements should be read in conjunction with the attached notes.
*The financial figures 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.
Analytical information can be found in the Group’s 2022 Financial report in paragraph 4.10.2
01.01 - 31.12.2022
01.01 - 31.12.2021
01.01 - 31.12.2022
01.01 - 31.12.2021
Operating Activities
Earnings / (loss) before tax (continuing activities)
70,430,209
28,101,208
Earnings / (loss) before tax (discontinued activities)
0
0
Plus/minus adjustments for:
Depreciation/Amortization
7,229,595
6,905,388
Impairment of fixed assets
(3,635,244 )
58,212
0
Foreign Exchange differences
(846,910 )
56,399
15,005
Results (income, expenses, profits and losses) from investing activities
(1,798,805 )
(1,534,353 )
(67,782,103)
(23,074,114)
Interest expense and related expenses
1,174,064
1,162,845
Decrease / (increase) in inventories
(10,576,021 )
(5,012,376)
7,616,139
Decrease / (increase) in receivables
(7,138,772 )
(1,432,805 )
(8,404,065)
(56,870)
Decrease) / increase in liabilities (other than to banks)
8,449,912
254,505
Les s :
Interest and related expenses paid
(2,884,343 )
(1,847,011 )
(946,800)
(1,073,444)
Tax paid
(7,712,271 )
(5,950,328 )
(1,217,496)
(795,758)
Operating flows from discontinued operations
(19,447,754 )
(11,824,314 )
0
0
Total inflows / (outflows) from operating activities (a)
4,035,551
19,054,905
Investing Activities
Acquisition/Sale of subsidiaries, associates, joint ventures and other investments
(1,681,255 )
(5,564,779)
(1,688,378)
Purchase of tangible and intangible fixed assets
(10,971,044 )
(30,500,356 )
(4,774,832)
(7,364,413)
Proceeds from sale of tangible and intangible assets
19,228
63,523
Interest received
177,156
151,078
Dividends received
30,585,403
22,471,871
Proceeds from grants
0
0
Investment flows from discontinued operations
0
0
Total inflows / (outflows) from investing activities (b)
(25,376,973 )
20,442,176
13,633,682
Financing Activities
Proceeds from loans granted / assumed
10,000,000
22,000,000
Payment of borrowings
(23,131,610 )
(33,730,000 )
(20,465,000)
(33,730,000)
Payment of lease liabilities
(4,460,288 )
(4,449,083 )
(1,635,682)
(1,721,858)
(Payments) / Proceeds from (purchase) / sale of treasury shares
(153,826 )
(629,121 )
(153,826)
(629,121)
Dividends paid towards the shareholders of the parent
(9,768,855 )
(14,662,991 )
(9,768,855)
(14,662,991)
Total inflows / (outflows) from financing activities (c)
(22,494,868 )
(19,553,544 )
(22,023,362)
(28,743,970)
Net increase / (decrease) in cash and cash equivalents (a+b+c)
2,454,365
3,944,617
Cash and cash equivalents at beginning of period
20,082,361
16,137,744
Effect from foreign exchange differences due to translation to euro
(560,637 )
(314,626 )
0
0
Cash and cash equivalents at the end of the period
22,536,726
20,082,361
Amounts in €
Group
Company
96
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.6
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
4.6.1
The Company
Gr. Sarantis SA (the Company) has the legal form of a société anonyme and is the parent company of the Gr.
Sarantis SA Group (the Group).
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 shares of Gr. Sarantis SA are listed on the main market of the Athens Exchange.
4.6.2
Group’s Structure
The Group’s companies, which are included in the consolidated financial statements, are the following:
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 an aggregate price of € 55.2m
In addition, in May 2022 the new company SARANTIS LJUBLJANA D.O.O. was established. with share capital worth
€40,000 in which the subsidiary of the SARANTIS BELGRADE D.O.O. Group participates 100%.
Finally, the Company’s Board of Directors during its meeting on October 3rd 2022 decided to permanently withdraw
from the Russian market in the context of the crisis between Ukraine and Russia, as based on the evolution of the
war, there was no possibility of exercising control and management of the subsidiary’s operations in Russia.
The company was active in the Russian market through its 100% indirect subsidiary HOZTORG LLC., a commercial
business.
Company
Domicile
Direct Participation
Percentage
Indirect
Participation
Percentage
Total
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%
80.00%
80.00%
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%
ZETA COSMETICS LTD
CYPRUS
0.00%
100.00%
100.00%
WALDECK LTD
CYPRUS
0.00%
100.00%
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%
GROUP STRUCTURE
Full Consolidation Method
97
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
4.7.3
Approval of financial statements
The annual consolidated financial statements have been approved by the Company’s Board of Directors on March
27
th
2023 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
2022 to
December 31
st
2022.
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-
98
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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 reassesse, at regular intervals.
On 31/12/2022, a valuation was carried out by an approved appraiser for buildings and land plots in the Company
as well as the Company’s subsidiaries in Poland and Ukraine.
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 estimates are reassessed on at least a yearly basis.
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
99
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 2022 see paragraph 4.10.4.
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 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.
100
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 adopted by the company
IFRS
IASB Effective
Date
Annual Improvements to IFRSs - 2018-2020 cycle
1 January 2022
IAS 16 Property, Plant and Equipment (Amendment – Proceeds before Intended Use)
1 January 2022
IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment – Onerous Contracts – Cost of Fulfilling
a Contract)
1 January 2022
IFRS 3 Business Combinations (Amendment – Reference to the Conceptual Framework)
1 January 2022
New and amended standards and Interpretations issued by the IASB that will apply for the first time in the next
annual financial statements are not expected to impact the Company or the Group as they are either not relevant to
the Company’s or Group’s activities or require accounting which is consistent with the Company’s (or Group’s)
current accounting policies.
b. New standards, amendments to standards and interpretations issued not yet effective, nor early adopted
Mandatorily effective for
periods beginning on or after
IFRS 17 Insurance Contracts
1 January 2023
IFRS 17 Insurance contracts (Amendment - Initial Application of IFRS 17 and
IFRS 9 – Comparative Information)
1 January 2023
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2
(Amendment - Disclosure of Accounting policies)
1 January 2023
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors
(Amendment - Definition of Accounting Estimates)
1 January 2023
IAS 12 Income Taxes (Amendment -
Deferred Tax related to Assets and
Liabilities arising from a Single Transaction)
1 January 2023
IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors (Amendment – Classification of
Liabilities as Current or Non-current)
1 January 2024
IFRS 16 Leases (Amendment - Lease Liability in a Sale and Leaseback)
1 January 2024
The Company and the Group are currently assessing the impact of these new accounting standards and
amendments. These standards and interpretations are not expected to have a material impact on the financial
statements once adopted.
101
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.8
BASIC ACCOUNTING PRINCIPLES
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.
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 minority 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 minority 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 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.
102
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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.
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.
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 €. The assets and liabilities
have been converted to € 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.
103
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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:
-
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.
Following the initial recognition, goodwill is calculated at cost minus any accumulated impairment losses. The group
examines goodwill for impairment at least on an annual basis. Impairment losses that are registered for goodwill
are not reversed in subsequent periods.
4.8.5
Intangible assets
Intangible assets of the group are initially recognized at acquisition cost. Following the initial recognition, intangible
assets are calculated at cost minus accumulated amortization and any impairment loss that may have emerged.
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.
Intangible assets mainly include the acquired software used in production or management as well as trademarks
and other rights.
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 in 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 and 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.
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
104
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
On 31/12/2022, a valuation was carried out by an approved appraiser for buildings and land plots in the Company
as well as the Company’s subsidiaries in Poland, Romania and 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 8 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 balance
sheet date. 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
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.
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.
105
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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 Balance Sheet date,
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 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.
106
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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
107
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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.
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
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.
4.8.16
Leases
Leases of fixed assets where 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 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. Leases
where essentially all the risks and benefits of ownership are maintained by the lessor, are classified as operating
leases. The lease payments of an operating lease (net of any incentives offered by the lessor) are registered
proportionately in the results throughout the duration of the lease period.
4.8.17
Employee benefit
4.8.17.1
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.
4.8.17.2
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.
108
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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.
4.8.17.3
Share based payments
The Group has a stock option plan in effect. The total amount of the expense during the maturity period of the
option is defined according to the fair value of the plan during the period when the option is provided. The
conditions not related to the purchase are included in the assumptions for the definition of the number of options
expected to be exercised. At each balance sheet date, the Group revises its estimations on the number of stock
options expected to be exercised. It recognizes the effect of the revision of initial estimations in the results with a
corresponding adjustment of equity.
4.8.18
Recognition of income
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 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.
109
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
4.8.19
Government grants
The Group recognizes the government grants that cumulatively satisfy the following criteria:
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.
4.8.20
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.
4.8.21
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.
4.8.22
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.
110
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
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 2022
and 31 of December 2021 respectively was as follows:
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 €
31.12.2022
31.12.2021
Total Debt
48,073,527
56,539,117
Minus
Cash & cash equivalents
(60,679,908)
(45,809,278)
Financial assets at fair value through profit and loss
(2,738,925)
(4,771,648)
Net Debt
(15,345,306)
5,958,191
Shareholders' Equity
328,668,070
297,922,293
Total Employed Capital
313,322,764
303,880,484
Leverage Ratio
-4.90%
1.96%
Group
111
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Amounts in €
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Non-current assets
Other long-term receivables
38,716,279
363,926
150,609
262,288
Total
38,716,279
363,926
150,609
262,288
Current assets
Trade receivables
98,423,702
91,911,217
53,266,562
43,372,075
Other receivables
7,234,098
8,166,547
39,941,137
5,357,115
Cash & cash equivalents
60,679,908
45,809,278
22,536,726
20,082,361
Financial assets at fair value through profit and loss
2,738,925
4,771,648
2,738,925
4,771,648
Total
169,076,632
150,658,690
118,483,350
73,583,198
Long-term Liabilities
Loans
20,710,000
43,973,729
20,710,000
30,385,000
Lease liabilities
12,521,523
7,324,835
8,877,360
3,096,925
Provisions and other long-term liabilities
9,513,841
3,900,128
0
0
Total
42,745,364
55,198,692
29,587,360
33,481,925
Short-term Liabilities
Loans
27,363,527
12,565,387
7,095,000
7,885,000
Lease liabilities
4,523,153
4,455,850
2,090,147
1,778,839
Suppliers
70,145,754
68,353,645
37,338,374
29,594,583
Other liabilities
10,957,992
9,282,427
7,089,167
7,166,001
Total
112,990,426
94,657,310
53,612,687
46,424,424
Group
Company
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).
The financial assets measured at fair value during 31 December 2022, are as follows:
Assets
Level 1
Level 2
Level 3
Total
Tangible fixed assets
0
49,295,908
0
49,295,908
Investments in Property
0
6,704,387
0
6,704,387
Financial Assets at Fair Value through Profit and Loss
2,738,925
0
0
2,738,925
Group
Assets
Level 1
Level 2
Level 3
Total
Tangible fixed assets
0
26,220,996
0
26,220,996
Investments in Property
0
2,430,309
0
2,430,309
Financial Assets at Fair Value through Profit and Loss
2,738,925
0
0
2,738,925
Company
112
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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
The Group operates in an environment characterized by relatively high foreign exchange risk given that almost 65%
of the Group’s total turnover comes from Eastern European countries where the volatility of foreign exchange rates
has recently been high. The Management of the Group is constantly examining the currencies’ fluctuations, but at
the moment has not taken any measures against the foreign exchange risk due to the lack of appropriate hedging
tools.
On 31 December 2022, 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:
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
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. In case of an interest
rate increase, the Group will not be affected as regards to next year’s results as part of the Group’s current strategy
is the continuous reduction of its existing bank loans.
Impact
P&L
Equity
PLN
162,433
3,210,261
RON
446,088
869,634
RSD
136,690
1,709,426
UAH
133,121
1,006,835
HUF
7,468
186,981
CZK
169,103
821,571
113
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
An increase of the borrowing rate by 0.5%, taking into account the total debt on 31/12/2022, would result in a
reduction of net results and Equity by € 0.24 million.
4.9.6
Credit Risk
The Group’s trade receivables mainly come from wholesale clients. All Group companies monitor the financial
position of their debtors on an ongoing basis and control the granting of credit as well as the credit lines. When
considered appropriate, credit guarantee insurance cover is purchased. When there is a possibility that receivables
will not be collected, provisions are made for bad debts.
A relevant analysis is presented in note 4.10.5.
4.9.7
Liquidity Risk
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 manages and monitors its working capital in order to minimize any possible liquidity and cash flow risks.
The maturity of financial liabilities on 31 December 2022 and 2021 for the Company and Group, is analyzed as
follows:
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
Maturity of liabilities 2021
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
42,003,729
1,970,000
43,973,729
Short-term loans
5,301,373
7,264,015
12,565,388
Lease liabilities
2,362,108
2,291,013
6,557,555
1,157,818
12,368,494
Suppliers
68,358,767
(5,122)
68,353,645
Other Liabilities
5,214,793
213,383
(35,961)
95,024
5,487,239
Total
81,237,041
9,763,289
48,525,323
3,222,842
142,748,495
Group
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
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
Maturity of liabilities 2021
within 6 months
6 to 12 months
1 to 5 years
over 5 years
Total
Long-term loans
28,415,000
1,970,000
30,385,000
Short-term loans
3,942,500
3,942,500
7,885,000
Lease liabilities
930,074
927,679
2,681,766
565,200
5,104,720
Suppliers
29,594,583
29,594,583
Other Liabilities
3,252,409
2,276,700
308,010
5,837,120
Total
37,719,567
7,146,880
31,404,776
2,535,200
78,806,423
Company
Company
114
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Commercial Activity Sectors
Mass Market
Cosmetics
Household
Products
Other Sales
Private Label
(Polipak)
Continued
Operations
Discontinued
Activities
Group Total
Income from external customers
193,752,017
162,599,213
55,734,632
32,983,961
445,069,823
1,337,669
446,407,493
Earnings before interest & tax (EBIT)
15,298,568
12,007,703
3,842,369
1,089,286
32,237,926
20,302,729
52,540,654
Interest income
167,265
140,371
48,115
28,475
384,226
0
384,226
Interest expenses
(988,754)
(829,775)
(284,425)
(168,324)
(2,271,277)
0
(2,271,277)
Earnings before tax
15,090,334
11,832,950
3,782,468
1,053,836
31,759,589
19,364,833
51,124,421
Income tax
2,608,930
2,045,769
653,941
182,195
5,490,836
225,794
5,716,630
Earnings / losses after tax
12,481,404
9,787,181
3,128,527
871,641
26,268,753
19,139,038
45,407,791
Depreciation / amortization
5,599,739
4,699,374
1,610,819
1,385,330
13,295,262
1,187
13,296,449
Earnings before interest, tax, depreciation &
amortization (EBITDA)
20,898,307
16,707,077
5,453,187
2,474,616
45,533,187
20,303,916
65,837,103
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.
4.10
EXPLANATORY NOTES ON THE FINANCIAL STATEMENTS
4.10.1
Segment reporting
For management purposes, the Group is organized in four basic business segments: Mass Market Cosmetics,
Household Products, Other Sales and the Private Label Products. According to IFRS 8 – Operating Segments, the
management monitors the operating results of the business segments separately 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 01/01/2022 – 31/12/2022:
115
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Commercial Activity Sectors
Mass Market
Cosmetics
Household
Products
Other Sales
Private Label
(Polipak)
Continued
Operations
Discontinued
Activities
Group Total
Income from external customers
176,265,919
156,991,980
50,503,779
22,498,148
406,259,825
1,939,162
408,198,987
Earnings before interest & tax (EBIT)
12,251,225
18,266,855
3,397,560
1,073,413
34,989,052
11,835,140
46,824,192
Interest income
59,729
53,198
17,113
7,624
137,663
755
138,418
Interest expenses
(431,989)
(384,753)
(123,774)
(55,138)
(995,654)
0
(995,654)
Earnings before tax
13,436,989
19,322,961
3,737,306
1,224,761
37,722,017
11,846,434
49,568,451
Income tax
2,280,930
3,280,074
634,408
207,903
6,403,315
2,568,008
8,971,323
Earnings / losses after tax
11,156,060
16,042,887
3,102,898
1,016,858
31,318,702
9,278,426
40,597,128
Depreciation / amortization
5,421,950
4,829,082
1,553,499
1,062,441
12,866,972
1,182
12,868,154
Earnings before interest, tax, depreciation &
amortization (EBITDA)
17,673,174
23,095,937
4,951,059
2,135,854
47,856,024
11,836,322
59,692,346
For the period 01/01/2021 – 31/12/2021:
Notes
- Discontinued activities 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. (see note 4.10.2).
- 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:
The Group’s sales and non-current assets by geographical region are analyzed as follows:
For the period 01/01/2022 – 31/12/2022:
31.12.2022
31.12.2021
31.12.2022
31.12.2021
31.12.2022
31.12.2021
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Total Assets
499,944,224
462,939,335
206,462,066
186,806,842
173,265,652
168,339,190
59,390,800
53,509,469
60,825,707
54,283,834
Total Liabilities
169,199,809
162,945,216
62,805,511
61,045,929
52,707,202
55,010,952
18,066,609
17,486,165
35,620,487
29,402,170
Group
Mass Market Cosmetics
Household Products
Other Sales
Private Label (Polipak)
01.01 - 31.12.2022
Revenue
Non Current
Assets
Greece
148,241,784
84,315,775
Poland
107,265,179
59,362,763
Romania
69,004,250
5,704,243
Bulgaria
16,552,806
676,504
Serbia
24,840,298
669,130
Czech
26,051,132
16,030,124
Slovakia
6,787,359
330,295
Hungary
12,672,440
1,533,354
North Macedonia
4,902,377
341,171
Bosnia
3,942,290
87,796
Portugal
2,199,368
14,796
Ukraine
22,507,325
15,298,706
Slovenia
103,216
0
Russia
0
0
Cyprus
0
38,364,659
France
0
615
Discontinued activities
1,337,669
0
Total
446,407,493
222,729,930
116
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.2
Investments in subsidiaries, associates
The movement of the Company’s participations in subsidiaries is analyzed as follows:
The acquisitions in the Company’s participation in subsidiaries within 2022 relate to the share capital increase in the
Company’s subsidiary, Sarantis Polska SA.
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 of € 55.2m. The agreement is not subject to disputes. There are no
contingencies in this agreement. The agreement contains the usual terms of a sale of shares.
The sale has already taken place and the purchase price has been partially paid off. More specifically, the amount of
€14 million was paid on 16.6.2022, and the balance will be paid in two equal installments of €20,6 million, in
January 2025 and in January 2028. The value of €41.2 million has been discounted to present value by the amount
of € 3.25 million. Finally, a provision of € 2 million has been made for contractual obligations.
The Group’s consolidated financial statements incorporate the consolidated financial figures of the company ELCA
Cosmetics Ltd based on the equity method up to the date that the sale of the participation in the company ELCA
Cosmetics Ltd and its subsidiaries took place.
The movement of the Group’s participations in associate companies and joint ventures is analyzed as follows:
01.01 - 31.12.2021
Revenue
Non Current
Assets
Greece
142,780,977
79,556,633
Poland
91,489,499
55,290,132
Romania
60,778,599
10,686,856
Bulgaria
14,208,368
751,299
Serbia
20,286,684
878,476
Czech
23,099,684
16,158,828
Slovakia
6,063,668
369,000
Hungary
10,504,212
1,894,311
North Macedonia
4,464,795
377,800
Bosnia
3,326,125
136,833
Portugal
1,928,689
2,872
Ukraine
27,328,523
16,864,223
Cyprus
0
29,606,078
France
0
597
Discontinued activities
1,939,162
93,177
Total
408,198,987
212,667,117
Company
31.12.2022
31.12.2021
Opening Balance
107,598,517
104,633,691
Acquisitions
8,463,762
2,974,826
Cost of disposals
0
(10,000)
Ending Balance
116,062,279
107,598,517
117
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The Company’s Board of Directors during its meeting on October 3rd 2022 decided to permanently withdraw from
the Russian market in the context of the crisis between Ukraine and Russia, as based on the evolution of the war,
there was no possibility of exercising control and management of the subsidiary’s operations in Russia.
The company was active in the Russian market through its 100% indirect subsidiary HOZTORG LLC., a commercial
business. The loss from the termination of its activity in Russia amounts to 959,717 euros.
4.10.3
Goodwill
The goodwill of the Group and the Company are analyzed as follows:
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 2022, the assumptions used per country
are as follows:
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 key assumptions 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 zero risk rate was established on the basis of external information.
- 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.
Group
31.12.2022
31.12.2021
Opening Balance
29,606,078
25,649,283
Participation on associates gains
516,800
9,250,833
Dividends
0
(5,253,323)
Cost of disposals
(30,123,581)
0
Other total income
0
1
Foreign exchange differences
703
(40,715)
Ending Balance
0
29,606,078
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
Amounts in Euros
Group
Company
Balance as at 1.1.2021
7,676,364
1,100,000
Foreign exchange differences
(13,808)
0
Balance as at 31.12.2021
7,662,556
1,100,000
Assumptions 2022
D. Koukouzelis -
Greece
Elmiplant-
Romania
Polipak-Poland
Trade 90-
Hungary
Astrid Τ.Μ.-
Czech Rep.
Indulona-
Slovakia &Czech
Rep.
Ergopack-
Ukraine
WACC
10.2%
16.0%
13.3%
15.7%
11.5%
9.0%
23.0%
Rate of Increase rate 5+
1.2%
2.5%
2.3%
3.4%
2.5%
2.0%
7.0%
ΕΒΙΤ (5yr horizon)
4% - 5,6%
15,1% - 15,8%
6,9% - 7,3%
3,2% - 4,1%
14,7% - 16,4%
3,5% - 5,8%
7,7% - 14,2%
Goodwill balance
1,100,000
2,160,147
2,026,403
1,285,763
236,776
277,472
544,744
118
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.4
Inventories
The inventories are analyzed as follows:
The increase in inventories is related to the growth of the Group, as well as to increased input costs and reflects the
Group’s effort to preserve its costs and production capacity.
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:
During the current fiscal year, the Group and the Company proceeded into destruction of stock amounting to 6
million euros and 4.1 million euros in total respectively whereas the corresponding amounts in 2021 settled at 4.2
million euros and 3.6 million euros respectively.
Group
31.12.2022
31.12.2021
Merchandise
71,455,753
73,796,600
Products
12,169,408
9,075,069
Raw Materials
22,731,308
16,796,458
Prepayments for stock purchase
3,200,655
2,982,481
Impairment due to obsolescence
(1,419,462)
(3,037,080)
Total
108,137,662
99,613,527
Company
31.12.2022
31.12.2021
Merchandise
20,810,003
24,640,220
Products
11,066,289
8,070,893
Raw Materials
13,630,868
9,364,701
Prepayments for stock purchase
1,928,387
2,226,496
Impairment due to obsolescence
(780,861)
(2,660,000)
Total
46,654,686
41,642,311
Group
31.12.2022
31.12.2021
Opening Balance
3,037,080
2,213,126
Provision
4,425,706
5,061,390
Use of provision
(6,003,251)
(4,233,299)
Provision reserve
0
(24,803)
Foreign exchange differences
(30,563)
20,665
Discontinued activities
(9,510)
0
Closing balance
1,419,462
3,037,080
Company
31.12.2022
31.12.2021
Opening Balance
2,660,000
1,641,873
Provision
2,256,327
4,639,964
Use of provision
(4,135,466)
(3,621,837)
Closing balance
780,861
2,660,000
119
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.5
Trade and other receivables
The trade receivables account is analyzed as follows:
On 31
st
December 2022 and 2021, the maturity of the current and overdue trade receivables, was as follows:
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
31.12.2022
31.12.2021
Trade receivables
82,762,513
80,724,903
Minus provisions
(2,298,157)
(3,107,534)
Net trade receivables
80,464,355
77,617,370
Checks and notes receivable
20,359,346
16,693,847
Minus provisions
(2,400,000)
(2,400,000)
Net checks and notes receivable
17,959,346
14,293,847
Total
98,423,702
91,911,217
Company
31.12.2022
31.12.2021
Trade receivables
37,428,780
31,727,310
Minus provisions
(1,228,037)
(1,877,517)
Net trade receivables
36,200,744
29,849,793
Checks and notes receivable
19,465,819
15,922,282
Minus provisions
(2,400,000)
(2,400,000)
Net checks and notes receivable
17,065,819
13,522,282
Total
53,266,562
43,372,075
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Current (Not past due)
86,562,793
81,377,442
42,940,481
34,612,069
0-90 days
5,342,217
5,721,754
3,544,932
2,379,864
91-180 days
3,000,314
1,638,633
2,901,984
1,774,368
over 180 days
8,216,534
8,680,922
7,507,201
8,883,290
103,121,859
97,418,751
56,894,599
47,649,591
Group
Company
Group
TRADE RECEIVABLES
Current
<90
90-180
181+
Total
TOTAL TRADE RECEIVABLES
86,562,793
5,342,217
3,000,314
8,216,534
103,121,859
EXPECTED CREDIT LOSS
31,487
60,748
58,205
4,547,717
4,698,157
PERCENTAGE EXPECTED CREDIT LOSS
0.04%
1.14%
1.94%
55.35%
4.56%
Company
TRADE RECEIVABLES
Current
<90
90-180
181+
Total
TOTAL TRADE RECEIVABLES
42,940,481
3,544,932
2,901,984
7,507,201
56,894,599
EXPECTED CREDIT LOSS
16,713
26,032
26,003
3,559,289
3,628,037
PERCENTAGE EXPECTED CREDIT LOSS
0.04%
0.73%
0.90%
47.41%
6.38%
120
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The other receivables are analyzed as follows:
The analysis of the provision for trade receivables and for other receivables is as follows:
The Other long-term receivables are analyzed as follows:
Group
31.12.2022
31.12.2021
Accounts receivable in legal contest
473,793
475,766
Sundry Debtors
5,361,287
5,488,849
Short-term Lease Receivables
111,679
179,116
Prepayments and accrued income
1,815,266
2,436,181
Accounts for management of prepayments & credits
78,971
47,530
Minus provisions
(606,899)
(460,895)
Total
7,234,098
8,166,547
Company
31.12.2022
31.12.2021
Accounts receivable in legal contest
425,136
425,136
Sundry Debtors
1,748,928
2,779,329
Receivables from dividends
37,222,830
1,219,981
Short-term Lease Receivables
111,679
179,116
Prepayments and accrued income
946,449
1,116,287
Accounts for management of prepayments & credits
44,357
47,530
Minus provisions
(558,243)
(410,266)
Total
39,941,137
5,357,115
Group
31.12.2022
31.12.2021
Opening Balance
5,968,429
6,260,641
Additions for the year
462,381
213,116
Receivables written off
(873,639)
(374,963)
Amounts offset
(15,838)
(230,897)
Foreign exchange differences
(117,370)
100,532
Discontinued activities
(118,905)
0
Closing balance
5,305,057
5,968,429
Company
31.12.2022
31.12.2021
Opening Balance
4,687,782
4,565,901
Additions for the year
178,938
121,881
Receivables written off
(680,441)
0
Closing balance
4,186,280
4,687,782
Group
31.12.2022
31.12.2021
Other long-term receivables
38,716,279
252,247
Long-term Lease receivables
0
111,679
Total
38,716,279
363,926
Company
31.12.2022
31.12.2021
Other long-term receivables
150,609
150,609
Long-term Lease receivables
0
111,679
Total
150,609
262,288
121
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The largest part of the 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 (see Note 4.10.2).
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:
It is noted that there are no frozen deposits.
4.10.7
Financial Assets at Fair Value through Results
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
31.12.2022
31.12.2021
Cash in hand
148,205
166,061
Bank deposits
60,531,702
45,643,217
Total
60,679,908
45,809,278
Company
31.12.2022
31.12.2021
Cash in hand
141,755
157,180
Bank deposits
22,394,971
19,925,181
Total
22,536,726
20,082,361
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Opening Balance
4,771,648
4,909,195
4,771,648
4,909,195
Acquisitions
3,057,713
6,518,648
3,057,713
6,518,648
Cost of disposals
(4,650,682)
(6,505,904)
(4,650,682)
(6,505,904)
Fair value adjustments
(439,753)
(150,291)
(439,753)
(150,291)
Closing balance
2,738,925
4,771,648
2,738,925
4,771,648
Group
Company
Group
31.12.2022
31.12.2021
Suppliers
65,570,428
65,289,371
Checks payable
4,575,325
3,064,274
Total
70,145,754
68,353,645
Company
31.12.2022
31.12.2021
Suppliers
32,763,048
26,530,309
Checks payable
4,575,325
3,064,274
Total
37,338,374
29,594,583
122
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.9
Provisions and other long-term liabilities
The provisions and other long-term liabilities are analyzed as follows:
The provisions analysis is as follows:
Group
31.12.2022
31.12.2021
Social Security Funds
1,951,785
1,848,740
Customer Prepayments
1,516,873
2,165,104
Long-term Liabilities payable in the following year
20,667
0
Government Grants
1,531,924
1,264,436
Dividends Payable
30,247
32,224
Accruals and deferred expenses
3,768,221
2,830,060
Sundry Creditors
2,138,274
1,141,862
Total
10,957,992
9,282,427
Company
31.12.2022
31.12.2021
Social Security Funds
1,284,011
1,253,790
Customer Prepayments
2,566,396
3,523,605
Short-term Liabilities towards Related Companies
546,492
562,373
Government Grants
0
5,161
Dividends Payable
30,247
32,224
Accruals and deferred expenses
1,260,336
1,323,721
Sundry Creditors
1,401,686
465,127
Total
7,089,167
7,166,001
Group
31.12.2022
31.12.2021
Government Grants
6,724,543
3,097,460
Other provisions
2,539,300
503,360
Other long-term liabilities
249,998
299,308
Total
9,513,841
3,900,128
Group
31.12.2022
31.12.2021
Opening Balance
503,360
492,429
Additions for the year
2,488,542
239,273
Use of provision
(403,416)
(249,873)
Foreign exchange differences
(34,977)
21,531
Discontinued activities
(14,210)
0
Closing balance
2,539,300
503,360
123
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.10
Loans
Loans are analyzed as follows:
The Group’s loans concern bank loans and Bond Loans.
During the year 2022, part of a bond loan amounting to 9.3 million euros that had been granted by Eurobank S.A.,
to the parent Company was repaid. The initial amount of the bond loan was 20 million euros.
Additionally, in the first half of the year 2022, a loan of 10 million euros was granted by EBRD to the parent
Company.
During the second half of the year 2022, the remaining of all the subsidiaries' loans to Credit Suisse was repaid,
amounting to 9 million euros.
Finally, part of the investment loan of 2.7 million euros by BNP PARIBAS was repaid by the subsidiary company
POLIPAK.
The analysis of the bond loans is presented below:
4.10.10.1
Group
4.10.10.2
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Short-term loans
Bank loans
23,188,527
8,390,387
2,920,000
1,460,000
Bond Loans
4,175,000
4,175,000
4,175,000
6,425,000
Long-term loans
Bank loans
14,160,000
28,148,729
14,160,000
7,810,000
Bond Loans
6,550,000
15,825,000
6,550,000
22,575,000
Total
48,073,527
56,539,117
27,805,000
38,270,000
Group
Company
Bank
Maturity
Amount
EUROBANK
19/3/2023
2,087,500
EUROBANK
18/9/2023
2,087,500
EUROBANK
19/3/2024
2,087,500
EUROBANK
18/9/2024
2,087,500
EUROBANK
18/3/2025
2,087,500
EUROBANK
18/9/2025
287,500
Total
10,725,000
Group
Analysis of Bond Loans
Bank
Maturity
Amount
EUROBANK
19/3/2023
2,087,500
EUROBANK
18/9/2023
2,087,500
EUROBANK
19/3/2024
2,087,500
EUROBANK
18/9/2024
2,087,500
EUROBANK
18/3/2025
2,087,500
EUROBANK
18/9/2025
287,500
Total
10,725,000
Company
Analysis of Bond Loans
124
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The tables below present the change from liabilities arising from financing activities:
Group
Non Current Loans
& Borrowings
Current Loans &
Borrowings
Total
1.1.2021
48,607,624
7,805,390
56,413,014
Cash Flows
1,941,072
(1,753,422)
187,650
Non Cash Flows
-Effects of Foreign exchange
(47,466)
(14,081)
(61,547)
-Loans and borrowings classified as non current at
31 December 2020 becoming current during 2021
(6,527,500)
6,527,500
0
31.12.2021
43,973,729
12,565,387
56,539,117
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
Company
Non Current Loans
& Borrowings
Current Loans &
Borrowings
Total
1.1.2021
44,000,000
6,000,000
50,000,000
Cash Flows
(7,087,500)
(4,642,500)
(11,730,000)
Non Cash Flows
-Loans and borrowings classified as non current at
31 December 2020 becoming current during 2021
(6,527,500)
6,527,500
0
31.12.2021
30,385,000
7,885,000
38,270,000
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
125
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.11
Income Tax
The financial figures 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 2022, 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 31.12.2022. The
Management of the Company does not expect the emergence of any significant tax obligations apart from those
already depicted in the financial statements.
01.01-
31.12.2022
01.01-
31.12.2021
01.01-
31.12.2022
01.01-
31.12.2021
Income tax
(5,983,537)
(5,644,611)
(376,912)
(1,032,988)
Deferred tax
492,701
(758,704)
(421,954)
(127,520)
Total
(5,490,836)
(6,403,315)
(798,866)
(1,160,508)
Earnings / (Losses) before taxes
31,759,589
37,722,017
70,430,209
28,101,208
-minus/plus: Temporary differences in income
(7,711,160)
(13,460,403)
(8,018,127)
(9,381,964)
-minus/plus: Temporary differences in expenses
11,443,905
8,683,372
6,100,155
8,292,254
Adjustments in tax for income not subject to taxation
(4,047,852)
(1,783,414)
(66,605,541)
(21,932,274)
- Tax free income
0
0
(66,605,541)
(21,930,693)
- Differences in income
(4,047,862)
(1,792,233)
0
(1,580)
- Other adjustments
10
8,819
0
0
Adjustments in tax for Expenses which are not tax
deductible
5,185,062
2,560,363
(193,495)
(317,981)
- Differences in expenses
(1,179,746)
(2,754,301)
(2,309,977)
(2,103,261)
- Non tax-deductible expenses
6,425,781
5,314,664
2,116,482
1,785,280
Offsetting of losses from previous fiscal years
(60,973)
0
0
0
Total
36,629,544
33,721,936
1,713,200
4,761,244
Expected Tax Expense
5,838,923
5,909,691
376,904
1,047,474
Adjustments on the tax due to change in tax rate
0
(112,216)
0
(112,216)
Tax of temporary differences
(492,701)
870,920
421,954
239,736
Other movements
144,614
(265,080)
8
(14,485)
Real tax expense
5,490,836
6,403,315
798,866
1,160,508
Group
Company
126
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.12
Deferred taxes
Deferred tax assets
31.12.2022
31.12.2021
Differences of intangible assets
638
1,105
Differences of tangible assets
33,793
6,815
Write-off of trade receivables
22,887
19,764
Provisions for employee benefits
6,920
0
Provisions
260,706
12,868
Recognition of tax loss
0
86,410
Total
324,944
126,963
Deferred liabilities
31.12.2022
31.12.2021
Differences of intangible assets
(7,391,174)
(7,174,072)
Differences of tangible assets
(622,230)
(1,273,541)
Provisions for doubtful debts
89,470
59,286
Provisions for employee benefits
331,318
252,825
Provisions
942,689
1,439,091
Foreign exchange differences
9,457
19,470
Total
(6,640,470)
(6,676,942)
Deferred taxes income / (expense)
31.12.2022
31.12.2021
Differences of intangible assets
(162,569)
2,767
Differences of tangible assets
590,224
(651,018)
Provisions for doubtful debts
33,311
(32,479)
Provisions for employee benefits
79,556
(219,949)
Provisions
(185,636)
47,699
Foreign exchange differences
9,043
(9,028)
Discontinued activities
(8,348)
(5,947)
Subtotal
355,581
(867,955)
Proportion of deferred tax from associate companies
118,225
(31,576)
Total
473,805
(899,531)
Total deferred tax recognized on Comprehensive
Income (a)
602,578
(796,227)
Total deferred tax recognized on Other
Comprehensive Income (b)
(128,773)
(103,304)
Company
Deferred tax assets / (liabilities)
31.12.2022
31.12.2021
Differences of intangible assets
(3,460,018)
(3,205,058)
Differences of tangible assets
309,130
279,671
Provisions for doubtful debts
40,777
35,332
Provisions for employee benefits
311,144
231,120
Provisions
264,828
505,786
Total
(2,534,141)
(2,153,149)
127
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.13
Employee benefits
Employee salaries and expenses are analyzed as follows:
Deferred taxes income / (expense)
31.12.2022
31.12.2021
Differences of intangible assets
(254,961)
(77,357)
Differences of tangible assets
29,459
(2,876)
Provisions for doubtful debts
5,445
2,039
Provisions for employee benefits
80,023
(221,390)
Provisions
(240,958)
184,248
Total
(380,992)
(115,335)
Total deferred tax recognized on Comprehensive
Income (a)
(421,954)
(127,520)
Total deferred tax recognized on Other
Comprehensive Income (b)
40,962
12,185
Group
31.12.2022
31.12.2021
Employee salaries
41,312,315
39,533,798
Employee benefits
1,833,165
1,588,171
Employer contributions
8,320,003
7,937,011
Employment termination indemnities
610,514
995,561
Remuneration of BoD members
2,046,550
2,174,257
Continued activities
54,122,546
52,228,798
Discontinued activities
96,957
134,373
Total activities
54,219,503
52,363,171
Average number of employees
2,298
2,376
Company
31.12.2022
31.12.2021
Employee salaries
20,764,878
19,022,808
Employee benefits
1,093,808
973,259
Employer contributions
4,846,238
4,530,957
Employment termination indemnities
378,182
790,068
Remuneration of BoD members
2,046,550
2,174,257
Total activities
29,129,656
27,491,348
Average number of employees
847
846
128
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.14
Expenses per category
Expenses per category are analyzed as follows:
Note: The above expenses are reduced by the amount of expenses that have been charged to the production of the
parent Company and Group.
Group
01.01 -
31.12.2022
01.01 -
31.12.2021
Cost of goods sold
293,262,311
262,728,319
Employee expenses
46,018,680
44,609,095
Third-party fees
5,790,683
6,134,713
Third-party benefits
8,511,698
7,975,194
Taxes – duties
2,708,815
2,662,543
Sundry expenses
47,543,974
38,569,982
Fixed asset depreciation
9,856,598
9,507,740
Continued activities
413,692,759
372,187,585
Discontinued activities
1,346,873
1,916,645
Total activities
415,039,632
374,104,230
Company
01.01 -
31.12.2022
01.01 -
31.12.2021
Cost of goods sold
121,092,378
106,879,558
Employee expenses
26,139,236
24,780,436
Third-party fees
3,158,795
2,995,797
Third-party benefits
3,506,008
3,088,369
Taxes – duties
1,578,771
1,515,102
Sundry expenses
20,726,099
18,820,556
Fixed asset depreciation
5,578,167
5,418,446
Total activities
181,779,455
163,498,263
Group
01.01 -
31.12.2022
01.01 -
31.12.2021
Cost of goods
277,684,897
246,767,570
Employee expenses
8,065,627
7,619,703
Third-party fees
4,483,829
3,770,205
Third-party benefits
5,840,561
4,796,318
Taxes – duties
47,070
62,004
Sundry expenses
606,540
474,144
Fixed asset depreciation
3,450,279
3,362,268
Ιδιόχρηση αποθεμάτων
(6,916,493)
(4,123,893)
Continued activities
293,262,311
262,728,319
Discontinued activities
1,081,740
1,571,373
Total activities
294,344,051
264,299,692
129
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Company
01.01 -
31.12.2022
01.01 -
31.12.2021
Cost of goods
114,458,855
100,807,391
Employee expenses
2,990,420
2,710,912
Third-party fees
1,600,005
1,545,333
Third-party benefits
1,143,277
921,691
Taxes – duties
5,828
8,519
Sundry expenses
322,481
199,498
Fixed asset depreciation
1,663,043
1,489,977
Ιδιόχρηση αποθεμάτων
(1,091,529)
(803,764)
Total activities
121,092,378
106,879,558
Group
01.01 -
31.12.2022
01.01 -
31.12.2021
Employee expenses
11,314,340
10,347,968
Third-party fees
2,362,692
2,415,017
Third-party benefits
3,107,421
2,993,119
Taxes – duties
201,100
333,094
Sundry expenses
1,367,151
881,922
Fixed asset depreciation
2,164,117
1,972,683
Continued activities
20,516,821
18,943,804
Discontinued activities
83,811
117,532
Total activities
20,600,632
19,061,336
Company
01.01 -
31.12.2022
01.01 -
31.12.2021
Employee expenses
6,335,995
5,324,235
Third-party fees
1,264,485
1,224,907
Third-party benefits
2,471,577
1,940,971
Taxes – duties
135,467
113,985
Sundry expenses
970,431
607,827
Fixed asset depreciation
1,659,156
1,142,314
Total activities
12,837,112
10,354,239
Group
01.01 -
31.12.2022
01.01 -
31.12.2021
Employee expenses
34,704,339
34,261,126
Third-party fees
3,427,991
3,719,696
Third-party benefits
5,404,277
4,982,074
Taxes – duties
2,507,715
2,329,449
Sundry expenses
46,176,823
37,688,060
Fixed asset depreciation
7,692,482
7,535,057
Continued activities
99,913,627
90,515,462
Discontinued activities
181,322
227,739
Total activities
100,094,949
90,743,202
130
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.15
Financial Income / Expenses
The financial income / expenses are analyzed as follows:
4.10.16
Share capital
Company
01.01 -
31.12.2022
01.01 -
31.12.2021
Employee expenses
19,803,241
19,456,201
Third-party fees
1,894,311
1,770,890
Third-party benefits
1,034,431
1,147,398
Taxes – duties
1,443,303
1,401,117
Sundry expenses
19,755,668
18,212,728
Fixed asset depreciation
3,919,011
4,276,132
Total activities
47,849,965
46,264,466
Group
01.01-
31.12.2022
01.01-
31.12.2021
Interest Expense
(2,271,277)
(995,654)
Interest Income
384,226
137,663
Foreign exchange differences
846,911
(425,636)
Gain from sale of participations & securities
1,760,068
967,537
Loss from sale of participations & securities
(445,283)
(43,950)
Other financial income/expense
(690,838)
(542,239)
Discontinued activities
(937,896)
11,294
Total
(1,354,090)
(890,985)
Company
01.01-
31.12.2022
01.01-
31.12.2021
Interest Expense
(927,134)
(946,995)
Interest Income
89,484
36,601
Foreign exchange differences
(56,399)
(15,005)
Gain from sale of participations & securities
1,760,068
967,537
Loss from sale of participations & securities
(445,283)
(53,950)
Dividends from subsidiaries
66,605,541
21,930,693
Other financial income/expense
(468,749)
15,164
Total
66,557,528
21,934,046
Number of
shares
Nomical value of
shares
Share capital
Share premium
Total
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
31.12.2020
69,877,484
0.78
54,504,438
40,676,356
95,180,793
Share Capital
131
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
4.10.18
Dividends
-
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.
-
For the period ended on 31/12/2021:
The Ordinary General Meeting of shareholders during its meeting on 20.05.2021 approved the distribution of a
dividend of 0.214661421 euros per share or a total amount of 15,000,000 euros. According to the legislation in
effect, the dividend that corresponded to 2,891,424 treasury shares of the Company further increased the total
dividend of the other shareholders and therefore the total gross dividend per share accounted for 0.22392718 euro.
4.10.19
Treasury Shares
During the year 2022, the Company proceeded to the purchase of 22,470 treasury shares at an average purchase
price of 6.85 euro per share, paying 153,826 euro.
Including the 2,896,3245 treasury shares already bought by the company during previous years, then as of
31/12/2022, the Company holds in total 2,918,794 treasury shares with nominal value of EUR 0.78 per share and an
average purchase price of 4.84 euro per share, having paid a total of 14,113,340 euro.
The treasury shares that the Company holds correspond to 4.18% of its share capital.
4.10.20
Reserves
The reserves are analyzed as follows:
Continued
Activities
Discontinued
Activities
Total Activities
Continued
Activities
Discontinued
Activities
Total Activities
Total Activities
Total Activities
Earnings after tax attributed to the owners of the
Company
26,272,729
19,139,038
45,411,767
31,013,790
9,278,426
40,292,216
69,631,343
26,940,700
Weighted average number of shares
66,963,298
0
66,963,298
66,995,069
0
66,995,069
66,963,298
66,995,069
Earnings per share (€ )
0.3923
0.2858
0.6782
0.4629
0.1385
0.6014
1.0398
0.4021
Amounts in €
Group
Company
01.01-31.12.2022
01.01-31.12.2021
01.01-31.12.2022
01.01-31.12.2021
Group
31.12.2022
31.12.2021
Ordinary reserve
12,837,322
11,491,426
Special reserve
(10,888)
151,865
Extraordinary reserve
165,377
165,377
Tax-free reserves on special law provisions
3,601,875
3,601,875
Reserve for treasury shares
(14,113,340)
(13,959,514)
Reserve from revaluation of fixed assets
18,791,603
18,293,876
Total
21,271,949
19,744,904
Company
31.12.2022
31.12.2021
Ordinary reserve
10,335,697
8,989,801
Special reserve
112,400
257,628
Tax-free reserves on special law provisions
3,601,875
3,601,875
Reserve for treasury shares
(14,113,340)
(13,959,514)
Reserve from revaluation of fixed assets
14,928,335
14,928,335
Total
14,864,966
13,818,124
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
132
4.10.21
Table of changes in fixed assets
4.10.21.1
Company
Acquisition cost 1.1.2021
8,305,615
36,674,248
31,972
17,858,586
1,040,607
12,156,721
1,621,876
40,436,117
118,125,742
Acquisitions
0
139,262
0
1,953,374
75,638
978,859
3,407,490
370,609
6,925,233
Reclassifications
0
8,267
0
2,931,460
0
30,008
(3,208,257)
238,521
0
Revaluation
1,184,836
1,152,422
0
0
0
0
0
0
2,337,258
Write-offs
0
0
0
0
0
(696,881)
0
0
(696,881)
Cost of disposals
0
0
0
(5,800)
(30,000)
(1,974)
0
0
(37,774)
Value as at 31.12.2021
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
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction
Intangible
assets
Total
Depreciations 1.1.2021
0
18,306,603
115
10,901,477
833,274
8,824,961
0
9,000,069
47,866,501
Depreciations for the Period
0
1,287,712
0
1,281,996
47,239
980,804
0
1,580,905
5,178,656
Revaluation
0
696,401
0
0
0
0
0
0
696,401
Depreciation on write-offs
0
0
0
0
0
(682,877)
0
0
(682,877)
Depreciation of disposals
0
0
0
(3,084)
(7,150)
(1,410)
0
0
(11,643)
Depreciations 31.12.2021
0
20,290,717
115
12,180,389
873,363
9,121,478
0
10,580,975
53,047,038
Net book value as at 31.12.2021
9,490,451
17,683,483
31,857
10,557,232
212,882
3,345,254
1,821,109
30,464,273
73,606,540
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction
Intangible
assets
Total
133
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The reclassifications in Building, building factilities and in Machinery & Technical installation relate to the photovoltaic installation at Oinofyta.
The addition in Investment in Property relate mainly to the purchase of the new plot and building at Oinofyta, which is leased to third parties.
The net book value of the Group's intangible assets as at 31/12/2022 consists of trademarks - rights amounting to approximately 25.6 million euros (26.7 million euros on
31/12/2021) and software programs amounting to approximately 3.3 million euros (3.8 million euros on 31/12/2021).
The fixed assets of the Group are free of encumbrances.
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
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction
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
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction
Intangible
assets
Total
134
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The right of use assets for the Company as at 31
st
December 2022 are as follows:
Acquisition cost 1.1.2021
6,158,123
2,394,659
8,552,782
Acquisitions
3,022
645,676
648,698
Write-offs
(159,893)
(63,955)
(223,848)
Value as at 31.12.2021
6,001,252
2,976,380
8,977,632
Total
Buildings,
building facilities
and technical
Vehicles
Depreciations 1.1.2021
1,662,745
1,195,773
2,858,518
Depreciations for the Period
1,068,537
661,231
1,729,767
Depreciation on write-offs
(159,893)
(38,565)
(198,458)
Depreciations 31.12.2021
2,571,388
1,818,439
4,389,827
Net book value as at 31.12.2021
3,429,864
1,157,941
4,587,805
Total
Buildings,
building facilities
and technical
Vehicles
135
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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
Buildings,
building facilities
and technical
Vehicles
Total
136
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.21.2
Group
Acquisition cost 1.1.2021
10,683,675
49,056,398
1,033,141
40,424,444
2,542,574
13,212,025
12,042,037
75,553,838
204,548,131
Acquisitions
384,836
139,262
0
2,398,979
118,486
1,001,977
25,939,180
468,209
30,450,930
Reclassifications
0
334,819
0
3,063,336
74,146
30,649
(3,741,472)
238,521
0
Revaluation
1,380,585
1,740,110
3,635,244
0
0
0
21,554
0
6,777,493
Write-offs
0
0
0
(115,691)
(21,306)
(699,935)
(80,589)
(57,324)
(974,845)
Cost of disposals
0
0
0
(54,612)
(130,711)
(5,074)
0
0
(190,397)
Foreign exchange differences
14,111
546,036
(36,193)
798,033
31,242
3,588
(101,332)
700,203
1,955,688
Value as at 31.12.2021
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
Furniture and
other
equipment
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Fixed assets
under
construction
Intangible
assets
Total
Depreciations 1.1.2021
0
21,659,267
115
21,692,623
1,887,722
9,378,528
0
15,172,516
69,790,772
Depreciations for the Period
0
1,611,474
0
3,080,078
180,637
1,070,395
0
2,436,051
8,378,634
Revaluation
0
888,914
0
0
0
0
0
0
888,914
Depreciation on write-offs
0
0
0
(105,884)
(13,940)
(685,931)
0
(57,324)
(863,078)
Depreciation of disposals
0
0
0
(37,101)
(93,462)
(3,519)
0
0
(134,082)
Foreign exchange differences
0
212,605
0
384,764
22,293
1,974
0
65,266
686,903
Depreciations 31.12.2021
0
24,372,260
115
25,014,480
1,983,252
9,761,448
0
17,616,508
78,748,063
Net book value as at 31.12.2021
12,463,207
27,444,364
4,632,076
21,500,010
631,180
3,781,782
34,079,379
59,286,939
163,818,937
Fixed assets
under
construction
Intangible
assets
Total
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
137
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The additions in 2022 to the Fixed assets under construction, mainly concern Polipak’s investment project. The reclassifications relate to the completion of a part of Polipak’s
investment project.
The addition in Investment in Property relate mainly to the purchase of the new plot and building at Oinofyta, which is leased to third parties, and the sale of €4.6m relates to
the sale of the investment plot in Romania, which took place in January 2022.
The net book value of the Group's intangible assets as at 31/12/2022 consists of trademarks - rights amounting to approximately 51.4 million euros (52.7 million euros on
31/12/2021) and software programs amounting to approximately 5.9 million euros (6.5 million euros on 31/12/2021).
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
Intangible assets
Total
Land - fields
Buildings,
building facilities
and technical
Investment
property
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction and
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.opera
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
Land - fields
Buildings,
building
facilities and
Investment
property
Machinery,
technical
installations
Vehicles
Furniture and
other
equipment
Fixed assets
under
construction
Intangible
assets
Total
138
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
The fixed assets of the Group are free of encumbrances.
The right of use assets for the Group as at 31 December 2022 are as follows:
Acquisition cost 1.1.2021
223,864
14,970,713
0
6,266,566
92,294
21,553,436
Acquisitions
0
401,382
0
1,085,841
0
1,487,223
Write-offs
0
(771,702)
0
(437,228)
0
(1,208,930)
Foreign exchange differences
27,633
43,586
0
5,473
(1,468)
75,225
Value as at 31.12.2021
251,497
14,643,979
0
6,920,652
90,826
21,906,955
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
Depreciations 1.1.2021
16,255
4,702,688
0
2,186,434
25,375
6,930,751
Depreciations for the Period
8,709
2,757,197
0
1,723,666
13,038
4,502,609
Depreciation on write-offs
0
(367,369)
0
(257,601)
0
(624,970)
Foreign exchange differences
2,394
5,643
0
2,346
(476)
9,907
Depreciations 31.12.2021
27,358
7,098,159
0
3,654,844
37,936
10,818,296
Net book value as at 31.12.2021
224,139
7,545,821
0
3,265,808
52,890
11,088,658
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
139
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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
Land - fields
Buildings,
building facilities
and technical
Machinery,
technical
installations and
Vehicles
Furniture and
other
equipment
Total
140
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.22
Number of Employees
The number of employees for the Group and Company is as follows:
4.10.23
Provisions for post-employment employee benefits
The liability for post-employment benefits is presented in the Financial Statements according to IAS 19 and is based
on an actuarial study that was carried out based on 31 December 2022.
The calculations of the study were based on the following actuarial assumptions:
a. Average annual long-term inflation rate: 3.0%
b. Annual Increase of Wages: 3.5%
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 3.8%, in nominal terms.
d. Employee mobility: We assumed that no dismissals will occur and all employees will receive indemnity during
their retirement.
0-1 year
3,00%
2-5 years
2,00%
6-10 years
1,00%
11-more years
0,00%
e. Retirement ages and condition: 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:
01.01 -
31.12.2022
01.01 -
31.12.2021
01.01 -
31.12.2022
01.01 -
31.12.2021
Regular employees
1,882
2,036
729
748
Day-wage employees
416
340
118
98
Total Employees
2,298
2,376
847
846
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Current Employment Service Cost
(164,954)
890,019
(162,281)
898,942
Financial cost
(15,272)
(44,649)
(15,272)
(40,785)
Actuarial Losses (Profit)
(203,348)
(28,320)
(186,190)
(23,245)
Total
(383,574)
817,050
(363,743)
834,911
Further Payments
2,746
0
0
0
Retirement expenses
(380,828)
817,050
(363,743)
834,911
Balance of Liability at beginning of period
1,196,007
2,012,802
1,050,546
1,885,457
Retirement expenses
380,828
(817,050)
363,743
(834,911)
Fx Diferrences
(1,851)
255
0
0
Closing Balances
1,574,984
1,196,007
1,414,289
1,050,546
Group
Company
141
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
A quantitative sensitivity analysis of the major assumptions as of 31st December 2022 is presented below:
4.10.24
Litigation Cases
•
There are no pending or under arbitration legal 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.
4.10.25
Contingent Liabilities
During the period 01.01 – 31.12.2022 there are no contingent liabilities either in the Group or the Company.
4.10.26
Contractual Obligations
A. Guarantees
The Company has guaranteed loan liabilities of its subsidiaries.
B. Capital investment commitments
There are no obligation relating to capital investments
4.10.27
Events after the Balance Sheet Date
On January 18, 2023, with the issuance of a Decree of the District Court of Nicosia, the merger of the subsidiary
company WALDECK LTD with the subsidiary company ZETAFIN LTD took place. The merger was completed on
February 15, 2023.
In January 2023, the share capital increase in the subsidiary company Sarantis Polska S.A. was completed
amounting to € 23.4 million.
Within the first quarter of 2023, bond loans worth €20 million were raised by the Company to cover working
capital needs.
4.10.28
Foreign Exchange Differences
The operating currency of the Group is the Euro. The Company converts the statements of income of the subsidiary
companies into euro based on the average exchange rate and the balance sheets based on the closing exchange
rate as of 31
st
December.
The major foreign exchange differences that were used in the conversion of foreign transactions into euro are the
following:
33,208
2%
(31,689)
-2%
(31,929)
-2%
33,143
2%
9,134
1%
(9,054)
-1%
-10%
0.50%
0.50%
10%
Obligation
Discount rate
Discount rate
Estimated salary increase
Mortality
Estimated salary increase
Mortality
-0.50%
-0.50%
142
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
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.
31.12.2022
31.12.2021
31.12.2022
31.12.2021
US dollar
1.05
1.18
1.07
1.13
UK sterling
0.85
0.86
0.89
0.84
Polish zloty
4.69
4.57
4.69
4.60
Romanian leu
4.93
4.92
4.95
4.95
Bulgarian lev
1.96
1.96
1.96
1.96
Czech koruna
24.57
25.65
24.12
24.86
Serbian dinar
117.46
117.57
117.32
117.58
Macedonian dinar
61.62
61.63
61.49
61.63
Hungarian florint
391.33
358.57
400.25
369.00
Bosnia-Herzegovina
convertible marka
1.96
1.96
1.96
1.96
Ukrainian hryvnia
34.07
32.30
61.49
30.92
Russian rouble
72.34
87.19
75.66
84.07
Average rate for the period ended
Spot rate as at
Trade receivables
31.12.2022
31.12.2021
Sarantis Bulgaria LTD
90,516
81,140
Sarantis Romania S.A.
1,289,681
896,889
Sarantis Polska S.A.
3,199,205
467,272
Sarantis Czech Republic sro
1,936,952
1,241,239
Polipak SP.Z.O.O.
34,314
8,526
Sarantis Slovakia S.R.O
5,355
64,936
Ergopack LLC
912,991
852,186
Sarantis Hungary Kft.
668,545
244,783
Sarantis Portugal Lda
853,749
671,346
Elode France SARL
35,685
31,042
Lenidi SA
2,230,379
0
Lenidi Bulgaria LTD
16,638
0
Lenidi Romania LTD
42
0
Total
11,274,052
4,559,359
Grand Total Receivables
11,274,052
4,559,359
143
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Trade Liabilities
31.12.2022
31.12.2021
Sarantis Belgrade D.O.O
944,260
963,891
Sarantis Skopje D.O.O
678,476
676,358
Sarantis Bulgaria LTD
0
1,769
Sarantis Romania S.A.
3,224
7,293
Sarantis Polska S.A.
597,520
583,828
Sarantis Czech Republic sro
189
3,143
Polipak SP.Z.O.O.
514,928
746,010
Sarantis Slovakia S.R.O
0
7
Sarantis Hungary Kft.
0
5,608
Sarantis France SARL
40,971
45,630
Total
2,779,568
3,033,537
Liabilities from loans
31.12.2022
31.12.2021
Sarantis Bulgaria LTD
0
2,250,742
Sarantis Romania S.A.
0
4,501,484
Sarantis Polska S.A.
0
2,250,742
Waldeck LTD
546,492
562,373
Total
546,492
9,565,342
Grand Total Liabilities
3,326,060
12,598,879
Income
Income from sale of merchandise
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
2,612,504
1,940,193
Sarantis Skopje D.O.O
799,242
611,738
Sarantis Bulgaria LTD
2,220,785
1,756,835
Sarantis Romania S.A.
5,636,955
5,404,913
Sarantis Polska S.A.
12,507,004
6,226,631
Sarantis Czech Republic sro
6,835,219
4,987,002
Sarantis Slovakia S.R.O
708,633
1,733,014
Ergopack LLC
797,514
771,976
Sarantis Hungary Kft.
1,190,824
883,270
Sarantis Portugal Lda
1,121,708
804,948
Lenidi SA
2,598,206
0
Lenidi Bulgaria LTD
67,714
0
Total
37,096,307
25,120,521
144
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
Other Income
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
217,331
180,881
Sarantis Banja Luca DOO
6,108
8,501
Sarantis Skopje D.O.O
21,518
23,639
Sarantis Bulgaria LTD
43,029
34,992
Sarantis Romania S.A.
237,875
102,814
Sarantis Polska S.A.
1,395,713
583,281
Sarantis Czech Republic sro
319,545
183,365
Polipak SP.Z.O.O.
172,562
76,001
Sarantis Slovakia S.R.O
28,501
61,545
Ergopack LLC
115,894
149,328
Sarantis Hungary Kft.
108,305
75,801
Sarantis Portugal Lda
92,319
58,172
Lenidi SA
23,116
0
Lenidi Bulgaria LTD
7,987
0
Lenidi Romania LTD
3,951
0
Total
2,793,753
1,538,320
Grand Total Income
39,890,060
26,658,841
Expenses and Purchases
Purchases of Merchandise - Services
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Belgrade D.O.O
0
1,443
Sarantis Bulgaria LTD
5,181
4,526
Sarantis Romania S.A.
27,146
61,011
Sarantis Polska S.A.
2,134,762
1,976,184
Sarantis Czech Republic sro
3,872
3,515
Polipak SP.Z.O.O.
3,513,445
3,532,768
Sarantis Slovakia S.R.O
0
1,431
Sarantis Hungary Kft.
0
5,675
Lenidi SA
486,126
0
Total
6,170,532
5,586,553
Expenses – Interest
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Bulgaria LTD
41,198
127,068
Sarantis Romania S.A.
82,503
254,137
Sarantis Polska S.A.
41,399
127,068
Waldeck LTD
15,687
15,687
Total
180,787
523,960
Other Expenses
01.01 - 31.12.2022
01.01 - 31.12.2021
Sarantis Bulgaria LTD
0
2,445
Sarantis Romania S.A.
0
4,891
Sarantis Polska S.A.
206
2,445
Total
206
9,781
Grand Total Expenses
6,351,525
6,120,295
145
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
*The company Lenidi S.A. and its subsidiaries, Lenidi Bulgaria Ltd and Lenidi Romania Ltd, are related parties as of
August 5, 2022 and transactions with these companies for the entire year 2022 are shown above.
It is noted that related party transactions are done at market purchase prices.
Table of Disclosures of Related Parties
Group
Company
a) Income
2,943,174
39,890,060
b) Expenses
486,126
6,351,525
c) Receivables
2,352,181
11,274,052
d) Liabilities
0
3,326,060
e) Transactions and remuneration of senior
executives and management
2,046,550
2,046,550
f) Receivables from senior executives and
management
88,037
88,037
g) Liabilities towards senior executives and
management
778
778
h) Receivables from affiliates
0
0
i) Liabilities to affiliates
0
0
146
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.30
Business Units and Geographical Analysis Tables
4.10.30.1
Breakdown by Business Unit
Turnover Analysis*
SBU Turnover (€ mil)
FY '22
%
FY '21
Personal Care
193.75
9.92%
176.27
% of Total
43.53%
43.39%
Own
124.66
13.24%
110.09
% of SBU
64.34%
62.46%
Distributed
69.09
4.40%
66.18
% of SBU
35.66%
37.54%
Home Care
162.60
3.57%
156.99
% of Total
36.53%
38.64%
Own
157.69
2.44%
153.93
% of SBU
96.98%
98.05%
Distributed
4.91
60.34%
3.06
% of SBU
3.02%
1.95%
Private Label
32.98
46.61%
22.50
% of Total
7.41%
5.54%
Other Sales
55.73
10.36%
50.50
% of Total
12.52%
12.43%
Health Care
10.94
6.52%
10.27
% of SBU
19.64%
20.34%
Luxury Cosmetics
44.79
11.34%
40.23
% of SBU
80.36%
79.66%
Total Turnover
445.07
9.55%
406.26
The financial figures 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.
147
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
EBIT Analysis*
SBU EBIT (€ mil)
FY '22
%
FY '21
Personal Care
15.30
24.87%
12.25
Margin
7.90%
6.95%
% of EBIT
47.46%
35.01%
Own
13.02
31.93%
9.87
Margin
10.45%
8.97%
% of EBIT
40.39%
28.21%
Distributed
2.28
-4.38%
2.38
Margin
3.30%
3.60%
% of EBIT
7.06%
6.81%
Home Care
12.01
-34.27%
18.27
Margin
7.38%
11.64%
% of EBIT
37.25%
52.21%
Own
11.59
-35.90%
18.08
Margin
7.35%
11.75%
% of EBIT
35.96%
51.68%
Distributed
0.42
126.79%
0.18
Margin
8.47%
5.99%
% of EBIT
1.29%
0.52%
Private Label
1.09
1.48%
1.07
Margin
3.30%
4.77%
% of EBIT
3.38%
3.07%
Other Sales
3.84
13.09%
3.40
Margin
6.89%
6.73%
% of EBIT
11.92%
9.71%
Health Care
1.85
-12.81%
2.13
Margin
16.94%
20.70%
% of EBIT
5.75%
6.08%
Luxury Cosmetics
1.99
56.43%
1.27
Margin
4.44%
3.16%
% of EBIT
6.17%
3.63%
Total EBIT
32.24
-7.86%
34.99
Margin
7.24%
8.61%
The financial figures 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
148
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
4.10.30.2
Geographical Breakdown
Turnover analysis*
Country Turnover (€ mil)
FY
'22
%
FY '21
Greece
148.24
3.82%
142.78
% of Total Turnover
33.31%
35.15%
Poland
74.28
7.67%
68.99
Poland - Polipak
32.98
46.61%
22.50
Romania
69.00
13.53%
60.78
Bulgaria
16.55
16.50%
14.21
Serbia
24.84
22.45%
20.29
Czech Republic
26.05
12.78%
23.10
Slovakia
6.79
11.93%
6.06
Hungary
12.67
20.64%
10.50
North Macedonia
4.90
9.80%
4.46
Bosnia
3.94
18.52%
3.33
Portugal
2.20
14.03%
1.93
Ukraine
22.51
-17.64%
27.33
Slovenia
0.10
0.00%
-
Affiliates Subtotal
296.83
12.66%
263.48
% of Total Turnover
66.69%
64.85%
Total Turnover
445.07
9.55%
406.26
The financial figures 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
149
ANNUAL FINANCIAL REPORT OF THE FISCAL YEAR FROM 1/1/2022 – 31/12/2022
EBIT Analysis*
Country EBIT (€ mil)
FY '22
%
FY '21
Greece
13.35
-15.79%
15.85
% of Total Ebit
41.40%
45.29%
Poland
2.22
-56.42%
5.09
Poland-Polipak
1.09
1.48%
1.07
Romania
7.15
8.36%
6.60
Bulgaria
1.81
56.91%
1.16
Serbia
2.06
8.40%
1.90
Czech Republic
3.11
23.08%
2.53
Slovakia
0.11
-49.37%
0.21
Hungary
-0.06
-159.98%
0.11
North Macedonia
0.73
37.24%
0.53
Bosnia
-0.07
70.71%
-0.23
Portugal
0.00
105.47%
-0.08
Ukraine
0.78
209.71%
0.25
Slovenia
-0.04
0.00%
0.00
Affiliates Subtotal
18.89
-1.30%
19.14
% of Total Ebit
58.60%
54.71%
Total EBIT
32.24
-7.86%
34.99
The financial figures 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
Marousi, April 27
th
2023
THE CHAIRMAN OF
THE BOARD
CHIEF EXECUTIVE
OFFICER & BOARD
MEMBER
THE GROUP’S CHIEF
FINANCIAL OFFICER &
BOARD MEMBER
THE COMPANY’S
FINANCE DIRECTOR
THE ACCOUNTANT
DIRECTOR
GRIGORIS SARANTIS
KYRIAKOS SARANTIS
KONSTANTINOS ROZAKEAS
ANASTASIA-
STAVROULA LATSOU
EFSTATHIOS STEFAS
ID No. X 080619/03
ID No. AI
597050/2010
ID No. AK 783631/13
ID No. AA 128208/05
ID No. AI 988547/12