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SEPARATE STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

(in thousands of HRK)

 

Note

2021

2020

 

 

 

 

 

 

 

 

 

 

Revenue from sales

 

8

2,202,680

2,112,160

Cost of goods sold

 

11

(1,539,680)

(1,477,751)

Gross profit

 

 

663,000

634,409

 

 

 

 

 

Other income

 

9

8,740

10,694

General and administrative expenses

 

11

(150,991)

(156,041)

Selling and distribution costs

 

11

(207,025)

(185,248)

Marketing expenses

 

11

(122,535)

(125,050)

Other expenses

 

10

(5,149)

(11,071)

Operating profit

 

 

186,040

167,693

 

 

 

 

 

Finance income

 

13

73,630

65,082

Finance expenses

 

14

(3,565)

(8,938)

Profit before tax

 

 

256,105

223,837

 

 

 

 

 

Income tax

 

15

(11,001)

(30,005)

 

 

 

Net profit for the year

 

 

245,104

193,832

 

 

 

 

 

Other comprehensive income:

Items that will not be reclassified to profit or loss

 

 

 

 

Actuarial loss - (net of deferred tax)

 

 

(416)

(1,484)

Total other comprehensive income

 

 

(416)

(1,484)

Total comprehensive income

 

 

244,688

192,348

The accompanying accounting policies and notes form an integral part of these separate financial statements.

SEPARATE STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2021

(in thousands of HRK)

 

Note

31 Dec 2021

31 Dec 2020

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Intangible assets

 

16

85,770

84,121

Property, plant and equipment

 

17

826,190

811,568

Right-of-use assets

 

18

39,427

34,370

Investment property

 

19

107,574

109,055

Investments in subsidiaries 

 

20

984,188

984,250

Non-current financial assets

 

21

37,359

37,691

Deferred tax assets

 

15

74,129

48,389

Total non-current assets

 

 

2,154,637

2,109,444

Current assets

 

 

 

 

Inventories

 

22

437,462

457,305

Trade and other receivables

 

23

478,856

486,337

Financial assets at fair value through profit and loss 

 

24

-

49

Income tax receivables

 

 

1,194

145

Cash and cash equivalents

 

25

2,500

2,282

Non-current assets held for sale

 

26

1,075

1,075

Total current assets

 

 

921,087

947,193

Total assets

 

 

3,075,724

3,056,637

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

Shareholders' equity

 

 

 

 

Issued capital

27

1,566,401

1,566,401

Share premium

27

186,031

182,875

Treasury shares

27

(39,388)

(47,569)

Reserves

28

639,649

510,313

Retained earnings

29

253,248

199,852

Total equity

 

 

2,605,941

2,411,872

 

 

 

 

 

Non-current liabilities

 

 

 

 

Borrowings

 

31

14,799

92,489

Lease liabilities

 

18

28,548

25,830

Non-current provisions for employee benefits

 

32

24,739

23,941

Other non-current provisions

 

32

11,577

10,741

Total non-current liabilities

 

 

79,663

153,001

Current liabilities

 

 

 

 

Trade and other payables

 

33

262,164

296,989

Income tax liabilities

 

 

-

476

Financial liabilities at fair value through profit or los

 

30

35

66

Borrowings

 

31

95,601

166,507

Lease liabilities

 

18

11,981

9,946

Current provisions for employee benefits

 

32

20,179

17,639

Other current provisions

 

32

160

141

Total current liabilities

 

 

390,120

491,764

Total liabilities

 

 

469,783

644,765

Total liabilities and shareholders' equity

 

3,075,724

3,056,637

The accompanying accounting policies and notes form an integral part of these separate financial statements.

SEPARATE STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

(in thousands of HRK)

Issued capital

Share premium

Treasury shares

Reserve for treasury shares

Legal reserves

Other reserves

Retained earnings

Total

As at 1 January 2020

1,566,401

178,031

(47,569)

147,604

36,605

246,480

150,057

2,277,609

Comprehensive income

 

 

Profit for the year

-

-

-

-

-

-

193,832

193,832

Actuarial losses (net of deferred tax)

-

-

-

-

-

(1,484)

-

(1,484)

Other comprehensive income

-

-

-

-

-

(1,484)

-

(1,484)

Total comprehensive income

-

-

-

-

-

(1,484)

193,832

192,348

Transactions with owners recognised directly in equity

 

Allocation from retained earnings (note 28 (i))

-

-

-

-

7,259

73,849

(81,108)

-

Exercise of options

-

(3,722)

-

-

-

-

-

(3,722)

Fair value of share-based payment transactions (note 35)

-

8,566

-

-

-

-

-

8,566

Dividend declared

-

-

-

-

-

-

(62,929)

(62,929)

Total transactions with owners recognised directly in equity

-

4,844

-

-

7,259

73,849

(144,037)

(58,085)

As at 31 December 2020

1,566,401

182,875

(47,569)

147,604

43,864

318,845

199,852

2,411,872

Comprehensive income

Profit for the year

-

-

-

-

-

-

245,104

245,104

Actuarial losses (net of deferred tax)

-

-

-

-

-

(416)

-

(416)

Other comprehensive income

-

-

-

-

-

(416)

-

(416)

Total comprehensive income

-

-

-

-

-

(416)

245,104

244,688

Transactions with owners recognised directly in equity

Allocation from retained earnings (note 28 (i))

-

-

-

-

9,692

120,060

(129,752)

-

Exercise of options

-

(1,627)

8,181

-

-

-

1,171

7,725

Fair value of share-based payment transactions (note 35)

-

4,783

-

-

-

-

-

4,783

Dividend declared

-

-

-

-

-

-

(63,127)

(63,127)

Total transactions with owners recognised directly in equity

-

3,156

8,181

-

9,692

120,060

(191,708)

(50,619)

As at 31 December 2021

1,566,401

186,031

(39,388)

147,604

53,556

438,489

253,248

2,605,941

The accompanying accounting policies and notes form an integral part of these separate financial statements.

SEPARATE STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2021

(in thousands of HRK)

Note

2021

2020

Profit before tax

256,105

223,837

Depreciation and amortization

11

99,670

98,371

Impairment of investment

10

5,101

2,102

Reversal of impairment of  loans given and interest

9

(1,642)

(878)

Remeasurement of financial assets and liabilities at FVTPL

14

17

(268)

Dividend income

13

(69,862)

(61,671)

Share-based payment transactions

4,783

8,566

Gain on disposal of non-current assets

9

(251)

(838)

Impairment/(reversal of impairment) on trade receivables and other receivables

324

(5,570)

Increase /(decrease) in provisions

3,684

(194)

Interest income

13

(2,921)

(3,143)

Interest expense

14

3,548

6,792

Foreign exchange differences

(251)

3,597

Total adjustments

42,200

46,866

Changes in working capital:

Decrease/(increase) in inventories

19,843

(19,404)

(Increase)/decrease in receivables

(14,057)

25,264

Decrease in payables

(32,636)

(45,714)

Cash generated from operations

271,455

230,849

Income tax paid

(38,428)

(48,137)

Interest paid

(3,806)

(6,814)

Net cash from operating activities

229,221

175,898

Cash flows from investing activities

Increase of investments in subsidiaries

(5,039)

(2,102)

Purchase of property, plant, equipment and intangibles

(103,637)

(98,030)

Proceeds from sale of property, plant, equipment and intangibles

343

1,178

Loans given

-

(16,900)

Proceeds from loans given

1,425

14,490

Interest received

3,772

1,193

Dividends received

45,421

37,070

Net cash from investing activities

(57,715)

(63,101)

Cash flows from financing activities

Proceeds from borrowings

97,121

242,517

Repayment of borrowings

(200,270)

(281,449)

Sale of treasury shares

7,983

-

Repayment of lease liabilities

 

 

(13,340)

(11,217)

Dividend paid

(62,782)

(62,546)

Net cash from financing activities

(171,288)

(112,695)

Net increase/(decrease) of cash and cash equivalents

218

102

Cash and cash equivalents at beginning of year

2,282

2,180

Cash and cash equivalents at the end of year

25

2,500

2,282

The accompanying accounting policies and notes form an integral part of these separate financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 1 – GENERAL INFORMATION

History and incorporation

Podravka prehrambena industrija d.d., Koprivnica (‘the Company’), is incorporated in the Republic of Croatia. In 1934, the brothers Wolf opened in Koprivnica a fruit processing unit, the predecessor of the Company. Today, the Company is one of the leading companies in industry operating in the area of South-Eastern, Central and Eastern Europe. The principal activity of the Company comprises production of a wide range of foodstuffs.

The Company was established as a joint stock company under entity’s registration number 010006549 and personal identification number 18928523252.

The Company is headquartered in Koprivnica, Croatia, Ante Starčevića 32.

The main location of the Company’s operations is Koprivnica, the Republic of Croatia.

The Company’s shares were listed on the official market of the Zagreb Stock Exchange until 27 December 2018, since when they have been listed on the Prime Market of the Zagreb Stock Exchange. The shareholder structure is shown in note 27.

Podravka d.d. is the ultimate parent company of the Group.

During 2021, there were no changes in the Company’s name or other identification of the reported entity.

General Assembly        

The General Assembly of the Company consists of the shareholders of Podravka d.d.

Supervisory Board:

Members of the Supervisory Board in 2021:

President

Želimir Vukina

(01.07.2019 - 30.06.2023)

Deputy President

Luka Burilović

(08.09.2018 - 07.09.2022)

Member

Marina Dabić

(01.07.2019 - 30.06.2023)

Member

Tomislav Kitonić

(01.07.2019 - 30.06.2023)

Member

Ksenija Horvat

(01.07.2019 - 30.06.2023)

Member

Ivana Matovina

(30.06.2017 - 29.06.2021)

Member

Petar Miladin

(08.09.2018 - 09.09.2022)

Member

Dajana Milodanović

(08.09.2018 - 07.09.2022)

Member

Krunoslav Vitelj

(08.09.2018 - 07.09.2022)

Member

Ivan Ostojić

(30.06.2021 - 30.06.2022)

Management Board:

President

Martina Dalić

(04.02.2021 - 23.02.2027)

President

Marin Pucar

(24.02.2017 - 06.01.2021)

Member

Davor Doko

(01.05.2017 - 23.02.2027)

Member

Marko Đerek

(19.07.2017 - 23.02.2022)

Member

Hrvoje Kolarić

(24.02.2017 - 23.02.2022)

Member

Ljiljana Šapina

(24.02.2017 - 23.02.2027)

Member

Milan Tadić

(24.02.2022 - 23.02.2027)

More detailed information is presented in note 39.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 2 – BASIS OF PREPARATION

(i)              Statement of compliance

The separate financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“EU IFRS”). 

These financial statements represent those of the Company only. The consolidated financial statements of the Company and its subsidiaries (“the Group”), which the Company is also required to prepare in accordance with EU IFRS and Croatian law, are published separately and issued simultaneously with these separate financial statements.

The Financial statements are available on the Company’s  website.

These financial statements were authorised for issue by the Management Board on April 4, 2022.

(ii)             Basis of measurement

The financial statements of the Company have been prepared on the historical cost basis, except where stated otherwise (see note 7).

(iii)           Functional and presentation currency

These financial statements are prepared in the Croatian kuna (“HRK”), which is also the functional currency, rounded to the nearest thousand.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these separate financial statements are set out below. These policies have been consistently applied to all the years presented in these financial statements.

3.1           Investments in subsidiaries

Subsidiaries are entities in which the Company has the power, directly or indirectly, to exercise control over the operations. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefit from its activities.

Investments in subsidiaries are accounted for initially at cost and subsequently at cost less impairment losses. Investments in subsidiaries are tested annually for impairment (note 6).

3.2           Non-current assets held for sale

Non-current assets held for sale

Non-current assets and disposal groups (which may include both non-current and current assets and liabilities directly associated with those assets) are classified in the statement of financial position as ‘held for sale’ if their carrying amount will be recovered principally through a sale transaction within twelve months after the reporting date rather than through continuing use. Non-current assets classified as held for sale in the current period’s separate statement of financial position are not reclassified in the comparative separate statement of financial position.

Held-for-sale property, plant and equipment or disposal groups as a whole are measured at the lower of their carrying amounts and fair values less costs to sell. Held-for-sale property, plant and equipment are not depreciated.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3           Revenue recognition

The Company recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expect to be entitled in exchange for those goods or services. Revenue is recognised, net of value-added tax, volume rebates, trade discounts, returns, listing fees and various promotional and marketing activities that are an integral part of contracts with customers.

This core principle is delivered in a five-step model framework.

The Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated.

In determining the transaction price, the Company considers the effects of variable consideration, the existence of significant financing components, noncash consideration and consideration payable to the customer.

Company’s sales contracts generally comprise of only one performance obligation. As such, the Company does not disclose information about the allocation of the transaction price.

(i)          Revenue from sales of products and merchandise – wholesale

The Company manufactures and sells its own products and goods of third parties (for which the Company is a distributor) in the wholesale market. Revenue is recognised when the Company transfers the promised goods or services to the wholesaler.

Products are sold with volume discounts and customers have a right to return products in the wholesale market in case of defects. Sales are recorded based on the price specific in the sales contracts, net of estimated volume rebates and trade discounts and returns. The volume discounts are assessed based on contracts with customers. No element of financing is deemed present in the sales.

(ii)        Revenue from sales of products and merchandise – retail

Sales of products and goods sold in retail stores are recognised when the Company sells a product to the customer. Retail sales are usually in cash or by credit card. The Company does not operate any customer loyalty programmes.

(iii)       Revenue from services

Sales of services, such as private label production, are recognised in the accounting period in which the services are rendered, by reference to stage of completion, on the basis of the actual service provided as a proportion of the total services to be provided.

(iv)       Finance income

Finance income comprises interest income on funds invested, changes in the fair value of financial assets at fair value through profit or loss and foreign currency gains. Interest income is recognised as it accrues, using the effective interest method. Dividend income is recognised when the right to receive payment is established.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4           Leases

Lease is a contract or part of the contract that conveys the right to control the use of an asset (identified asset) for a period of time in exchange for consideration. The Company leases certain property (including long-term lease of agricultural land), plant and equipment.

The Company adopted IFRS 16 using the modified retrospective method of adoption, with the date of initial application of 1 January 2019. The Company applied the standard only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application.

The Company also elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option (short-term leases), and lease contracts for which the underlying asset is of low value in the amount up to HRK 35 thousand (low-value assets). Assessment of asset of a low value starts from the assessment of new assets, regardless of the age of that asset at the time of assessment. If a lessee subleases an asset the head lease does not qualify as a lease of a low value asset. In short-term leases and leases of a low value asset, lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

At the commencement date of the lease the Company recognizes right-of-use assets at cost. The cost of right-of-use assets comprises of the amount of the initial measurement of the lease liability, all lease payments plus all direct costs and less any lease incentives received. The asset is activated when it is put into use.

The Company at the commencement date also recognizes lease liabilities at the present value of the minimum future lease payments (discounted value). Interest rate implicit in the lease contract is used for discounting or if that rate cannot be readily determined, the incremental borrowing rate at the commencement date is used.

Variable lease payments that do not depend on the index or rate are not included in lease liabilities but are recognized in the income statement in the period in which they are incurred.

Subsequently, right-of-use asset company as a lessee measures at cost less any accumulated depreciation and any accumulated impairment losses and adjusts for any remeasurement of the lease liability.

Asset is amortized from the commencement date of the lease until the end of the useful life of the asset.

Lease liabilities are measured at the effective interest rate method and re-measured to include changes due to reassessments (changes in fixed payments, lease terms, discount rates and other similar changes).

Lease term includes the non-cancellable period during which the lessee is entitled to use the asset that is the subject of the lease and begins on the date on which the lessee makes the determined assets available to the lessee. Lease term includes periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

In the statement of financial position, right-of-use assets is reported as a separate line under long term assets, lease liabilities are disclosed as a separate item within long-term and short-term liabilities.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4       Leases (continued)

The statement of comprehensive income includes the cost of depreciation of the right-of-use assets and interest expenses on lease liabilities (see note 18.).

Leases where the significant portion of risks and rewards of ownership are not retained by the Company are classified as operating leases. Payments made under operating leases are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

Sale and leaseback

Sale and leaseback transactions include the sale of some assets and return/lease of the same.

If the transfer of an asset by the lessee is a sale, the Company as a seller-lessee shall measure the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the seller-lessee. In this case the Company as a seller-lessee shall recognize only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor.

If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the payments for the lease are not at market rates, the Company shall make the adjustments to measure the sale proceeds at fair value. Any below-market terms shall be accounted for as a prepayment of lease payments and any above-market terms shall be accounted for as additional financing provided by the buyer-lessor to the seller-lessee. All potential adjustments are measured on the basis of the more readily determinable of the difference between the fair value of the consideration for the sale and the fair value of the asset and the difference between the present value of the contractual payments for the lease and the present value of payments for the lease at market rates.

If the transfer of an asset is not a sale, the Company as a lessee shall continue to recognize the transferred asset and shall recognize a financial liability equal to the transfer proceeds.

3.5 Foreign currency transactions

Transactions and balances in foreign currencies

Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 

Non-monetary assets and items that are measured in terms of historical cost of a foreign currency are not retranslated.

Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into functional currency at foreign exchange rates ruling at the date of transaction.

3.6  Borrowings and borrowing costs

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the separate statement of comprehensive income over the period of the borrowing using the effective interest method.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6               Borrowings and borrowing costs (continued)

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

3.7        Government grants

Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions associated with them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the separate statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable.

3.8           Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the General Assembly of the Company’s shareholders.

3.9           Segment reporting

A segment is a distinguishable component of the Company that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

At the separate level, the following segments are internally monitored and reported:

-      BP Culinary 

-      BP Baby food, sweets and snacks

-      BP Podravka Food

-      BP Žito and Lagris

-      BP Meat products, meat solutions and savoury spreads

-      BP Fish

-      Other sales

The Company identifies operating segments on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker (which was identified as being the Management Board of the Company) in order to allocate resources to the segments and to assess their performance. Details on the operating segments are disclosed in note 8 to the separate financial statements. Comparative information is presented using the comparability principle.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.10        Taxation

(i)             Income tax

Income tax expense comprises current and deferred tax.  Income tax expense is recognised in profit or loss to the extent that it relates to items in equity, in which case it is recognised in other comprehensive income. Income tax expense is recognised in the statement of comprehensive income except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the statement of other comprehensive income or in equity.

Income tax for the current year is calculated on the basis of the tax laws enacted at the balance sheet date.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

(ii)            Deferred tax assets and liabilities

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences that relate to investments in subsidiaries and joint ventures when it is probable that no significant change is expected in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax asset recognised on the basis of tax losses carried forward is recognised in accordance with tax legislation of the country where the Company operates for the period envisaged by the law and is discharged at the expiry of this period if it is not used until then.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

(iii)          Tax exposures

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

(iv)           Value added tax (VAT)

The Tax Authorities require the settlement of VAT on a net basis. VAT related to sales and purchases is recognised and disclosed in the separate statement of financial position on a net basis. Where a provision has been made for impairment of receivables, impairment loss is recorded for the gross amount receivable, including VAT.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.11        Property, plant and equipment

Property, plant and equipment are included in the separate statement of financial position at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent expenditure is included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the separate statement of comprehensive income during the financial period in which they are incurred.

Land and assets under construction are not depreciated. Depreciation of other items of property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Buildings

10 to 50 years

Equipment

3 to 30 years

The residual value of an asset is the estimated amount that the Company would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined as the difference between the income from the disposal and the asset’s carrying amount and are recognised in profit or loss within other income/expenses.

3.12        Investment property

Investment property is property (land, buildings, or a part of a building, or both) held to earn rentals or for capital appreciation (or both). Investment property is treated as long-term investments.

Investment property is carried at historical cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation of buildings is calculated using the straight-line method over their useful lives generally ranging from 10 to 50 years.

Subsequent expenditure is capitalised when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss when they are incurred. If the Company starts using the investment property, it is reclassified to property, plant and equipment.

The Company discloses the fair value of investment property on the basis of periodical independent valuations by expert valuers.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.13        Intangible assets

Intangible assets may be acquired in exchange for a non-cash asset or assets, or a combination of cash and non-cash items, whereby the cost of such intangible asset is determined at fair value unless the exchange transaction lacks commercial substance or the fair value of items received or assets disposed of cannot be reliably measured, in which case the carrying value is determined as the carrying amount of the asset disposed of.

(i)    Brands and distribution rights

Product distribution rights and some brands have a definite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Amortisation is calculated using the straight-line method to allocate the cost of distribution rights over their useful lives estimated at 3-15 years.

Rights to acquired trademarks and know-how are carried at cost and have an indefinite useful life, since based on an analysis of all of the relevant factors at the reporting date, there is no foreseeable limit to the period of time over which identified rights are expected to generate net cash inflows. Intangible assets with indefinite useful lives are tested annually for impairment and are stated at cost less accumulated impairment loss (note 3.14).

(ii)   Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their useful lives estimated at 5 years.

(iii) Internally-generated intangible assets – research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

·   the technical feasibility of completing the intangible asset so that it will be available for use or sale;

·   the intention to complete the intangible asset and use or sell it;

·   the ability to use or sell the intangible asset;

·   how the intangible asset will generate probable future economic benefits;

·   the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;

·   the ability to measure reliably the expenditure attributable to the intangible asset during its development. 

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment loss, on the same basis as intangible assets that are acquired separately.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.14         Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (except for inventories and deferred taxes) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, the Company’s assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and other intangible assets are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is expensed immediately.

In situation when an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately.

3.15         Inventories

Inventories of raw materials and spare parts are stated at the lower of cost, determined using the weighted average cost method, and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

The cost of work-in-progress and finished goods comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity).

Merchandise is carried at the lower of purchase cost and selling price (less applicable taxes and rebates).

3.16        Trade receivables

(i)          Trade receivables

Trade receivables are recognised initially at cost which is equal to the fair value at the moment of recognition and subsequently measured at amortised cost using the effective interest method, if significant; if not, at nominal amount less an allowance for impairment.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.16    Trade receivables (continued)

(ii)          Bills of exchange

For the purpose of collecting its receivables, the Company receives security instruments.

Bills of exchange received from customers with respect to outstanding trade receivables may be discounted with factoring companies prior to their maturity. If a bill of exchange bears a recourse right, the factoring company takes over the receivable management, but does not assume the credit risk of non-collection of the receivable from the original (principal) debtor. Based on factoring company’s payments, the Company records collection of receivables from the original (principal) debtor and simultaneously records receivables for the discounted bill of exchange and liabilities for recourse right.

For bills of exchange collected from the principal debtor upon maturity, receivables from the principal debtor are closed following the collection of the bill of exchange.

3.17        Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and other short-term highly liquid instruments with original maturities of three months or less. Bank overdrafts are included within current liabilities on the separate statement of financial position.

3.18        Share capital

Share capital consists of ordinary shares. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds of those transactions. Any excess of the fair value of the consideration received over the par value of the shares issued is presented in the notes as a share premium.

If the Company purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

3.19        Employee benefits

(i)            Pension obligations and post-employment benefits

In the normal course of business through salary payment, the Company makes payments to mandatory pension funds managed by third parties on behalf of its employees as required by law. All contributions made to the mandatory pension funds are recorded as salary expense when incurred. The Company is not obliged to provide any other post-employment benefits with respect to these pension schemes.

(ii)          Termination benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.19      Employee benefits (continued)

(iii)         Regular retirement benefits

Benefits falling due more than 12 months after the reporting date are discounted to their present value based on the calculation performed at each reporting date by an independent actuary, using assumptions regarding the number of staff likely to earn regular retirement benefits, estimated benefit cost and the discount rate which is determined as average expected rate of return on investment in government and corporate bonds. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other comprehensive income.

(iv)         Long-term employee benefits

The Company recognises a liability for long-term employee benefits (jubilee awards) evenly over the period the benefit is earned based on actual years of service. The long-term employee benefit liability is determined annually by an independent actuary, using assumptions regarding the likely number of staff to whom the benefits will be payable, estimated benefit cost and the discount rate which is determined as the average expected rate of return on investment in corporate bonds. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

(v)           Short-term employee benefits

The Company recognises a provision for employee bonuses where contractually obliged or where there is a past practice that has created a constructive obligation.

(vi)       Share-based compensation

The Company operates an equity-settled, share-based compensation plan. The fair value of the

employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). At each reporting date, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision to original estimates, if any, in the separate statement of comprehensive income (profit or loss), with a corresponding adjustment to equity during the remaining vesting period.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value of shares) and share premium (the difference between the nominal value of shares and the proceeds received) when the options are exercised.

3.20        Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the effect of discounting is material, the amount of the provision is the present value of the expenditures expected to be required to settle the obligation, determined using the estimated risk free interest rate as the discount rate. Where discounting is used, the reversal of such discounting in each year is recognized as a financial expense and the carrying amount of the provision increases in each year to reflect the passage of time.

Provisions for restructuring costs are recognized when the Company has a detailed formal plan for the restructuring that has been communicated to parties concerned.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21        Financial instruments

A.             Financial assets

(i)             Recognition and initial measurement

Trade receivables are initially recognised when they are originated. All other financial assets are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii)            Classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at:

-        amortised cost;

-        fair value through other comprehensive income (FVOCI) – debt instruments;

-        fair value through other comprehensive income (FVOCI)  – equity instruments;

-        or FVTPL (fair value through profit or loss).

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

-        it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

-        its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

-        it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

-        its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity instruments that is not held for trading, the Company may irrevocably elect to present subsequent changes in the instrument’s fair value in OCI. This election is made on an instruments-by-instruments basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21      Financial instruments (continued)

A   Financial assets (continued)

 (ii)       Classification and subsequent measurement (continued)

Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

-       the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

-       how the performance of the portfolio is evaluated and reported to the Company’s management;

-       the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

-       how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

-       the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.

Trade receivables are held in the business model of holding for the purpose of collection.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, relevant for the purpose of classifying financial assets at amortised cost, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing the main criterion, i.e. whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

The structure of the Company’s financial assets is simple and primarily relates to trade receivables without a significant financial component, loans given and short-term deposits in banks, while forward contracts are of insignificant amount. This significantly reduces the complexity of the assessment whether the financial assets meet the criterion of ‘solely payments of principal and interest'.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21     Financial instruments (continued)

A   Financial assets (continued)

(ii)        Classification and subsequent measurement (continued)

Subsequent measurement and gains and losses

The table below provides an overview of key provisions of the accounting policy used by the Company for subsequent measurement of financial assets and recognition of gains and losses on each class of financial assets:

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Debt instruments at FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity instruments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the instruments. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

(iii)          Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21      Financial instruments (continued)

B.             Financial liabilities

(i)             Recognition and initial measurement

Debt securities are initially recognised when they are originated. All other financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

A financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

(ii)            Classification and subsequent measurement

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

(iii)          Derecognition

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

C.             Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

D.             Derivative financial instruments

The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21      Financial instruments (continued)

E.             Impairment of non-derivative financial assets

Recognition of impairment losses

The Company recognises loss allowances for estimated credit losses (ECLs) on:

-        financial assets measured at amortised cost;

-        debt instruments measured at FVOCI; and

-        contract assets.

The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

-        debt securities that are determined to have low credit risk at the reporting date; and;

-        other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if the receivable is past due for a period longer than the average collection period in the normal course of the Company’s operations in the relevant market.

The Company assumes that the credit risk on a financial asset has increased significantly if early warning indicators have been activated in accordance with the Company’s policy or contractual terms of the instrument.

The Company considers a financial asset to be fully or partially in default if:

-        the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or

-        the financial asset is more than 360 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

Measurement of ECLs

ECLs are estimate of credit losses. Credit losses are measured as the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive. Regular external trade receivables that are not past due and uncollected receivables past due up to 360 days from the maturity date are impaired using the percentage that reflects the expectations of the non-collection of trade receivables (ECL). The percentage of impairment is determined on the basis of the average of the previous three-year period (historical rate) adjusted for the macroeconomic impact. The calculation of the historical rate is adjusted for extraordinary and specific circumstances, if required.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21     Financial instruments (continued)

E.         Impairment of non-derivative financial assets (continued)

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

-        significant financial difficulty of the borrower or issuer;

-        a breach of contract such as a significant delay of payment by the borrower;

-        it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

-        the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.

Write-off of financial assets

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company has a policy of writing off the gross carrying amount of a financial asset upon the legal statute of limitation and it generally expects no recovery of the amount written off.

3.22    Reclassification of items in the Statement of Financial Position and the Statement of Cash Flows

In accordance with the EU Transparency Directive by which ESMA (European Securities and Markets Authority) introduces the obligation to implement ESEF (European single electronic format based on the XBRL format) for Issuers, the Company has reclassified items of the Statement of Financial Position and Cash Flow Statement with the aim of optimal use of valid taxonomy.

The effects of reclassification are as follows:

Statement of financial position

(in thousands of HRK)

2020 before reclassification

Reclassification

2020 after reclassification

Share capital

1,701,707

(1,701,707)

-

Issued capital

-

1,566,401

1,566,401

Share premium

-

182,875

182,875

Treasury shares

-

(47,569)

(47,569)

Total

1,701,707

-

1,701,707

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.22    Reclassification of items in the Statement of Financial Position and the Statement of Cash Flows (continued)

Statement of financial position (continued)

(in thousands of HRK)

2020 before reclassification

Reclassification

2020 after reclassification

Non-current liabilities

Provisions

34,682

(34,682)

-

Non-current provisions for employee benefits

-

23,941

23,941

Other non-current provisions

-

10,741

10,741

Total

34,682

-

34,682

(in thousands of HRK)

2020 before reclassification

Reclassification

2020 after reclassification

Current liabilities

Provisions

17,780

(17,780)

-

Current provisions for employee benefits

-

17,639

17,639

Other current provisions

-

141

141

Total

17,780

-

17,780

Cash flow statement

(in thousands of HRK)

2020 before reclassification

Reclassification

2020 after reclassification

Receivables from liquidation of subsidiary

45

(45)

-

Reversal of impairment of other liabilities

(5,299)

5,299

-

Impairment of trade receivables

(316)

316

-

Impairment/(reversal of impairment) of trade and other liabilities

-

(5,570)

(5,570)

Total

(5,570)

-

(5,570)

(in thousands of HRK)

2020 before reclassification

Reclassification

2020 after reclassification

Gain from sale of right-of-use assets

(9)

9

-

Gain on disposal of property, plant, equipment and intangibles

(829)

829

-

Gain from sale and disposal of non-current assets

-

(838)

(838)

Total

(838)

-

(838)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 4 – NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

At the date of issue of these financial statements, the following standards, amendments and interpretations issued by the International Accounting Standards Board are not yet effective.

·     Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets, all issued on 14 May 2020, (effective date for annual periods beginning on or after 1 January 2022).

·     Amendments to Annual Improvements 2018-2020, issued on 14 May 2020, (effective date for annual periods beginning on or after 1 January 2022).

At the date of authorization of these financial statements the following standards, revisions and interpretations were in issue by the International Accounting Standards Board but not yet adopted by the EU. The endorsement might be expected in 2022:

·     Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current - Deferral of Effective Date, issued on 23 January 2020 and 15 July 2020 respectively (effective date for annual periods beginning on or after 1 January 2023).

·     Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, issued on 12 February 2021 (effective date for annual periods beginning on or after 1 January 2023).

·     Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates issued on 12 February 2021 (effective date for annual periods beginning on or after 1 January 2023).

·     Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transactions, issued on 7 May 2021 (effective date for annual periods beginning on or after 1 January 2023).

The Company does not expect the adoption of these standards and interpretations to have a material impact on the Company’s financial statements.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 5 – IMPACT OF NEW ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year except for the following amended IFRSs which have been adopted by the Company as of 1 January 2021:

·    Amendment to IFRS 16 Leases Covid 19-Related Rent Concessions, issued on 31 March 2020 (effective date for annual periods beginning on or after 1 April 2021).

·     Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2, issued on 27 August 2020 (effective date for annual periods beginning on or after 1 January 2021).

The adoption of these standards and interpretations did not have a significant impact on the Company’s financial statements.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 6 – KEY ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with Financial Reporting Standards as adopted by the European Union (EU IFRS) requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

Judgments made by management in the application of EU IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustments in the next year are discussed in more detail below.

(i)             Deferred tax assets recognition

The deferred tax asset represents income taxes recoverable through future deductions from taxable profits and is recorded in the statement of financial position. Deferred income tax assets are recorded to the extent that realisation of the related tax benefit is probable. In determining future taxable profits and the amount of tax benefits that are probable in the future, management makes judgements and applies estimation based on previous years taxable profits and expectations of future income that are believed to be reasonable under the existing circumstances (see note 15).

(ii)            Actuarial estimates used in determining obligations for employee benefits

The cost of defined benefits is determined using actuarial estimates. Actuarial estimates involve assumptions about discount rates, future salary increases and the mortality or fluctuation rates. Due to the long-term nature of those plans, these estimates contain an element of uncertainty (see note 32).

(iii)          Consequences of certain legal actions

The Company is involved in a number of legal actions which have arisen from the regular course of operations. Management makes estimates of probable outcomes of the legal actions, and the provisions for the Company’s obligations arising from these legal actions are recognised on a consistent basis.

The Company recognises a provision in the total expected amount of outflows of economic benefits as a result of the court case, which is generally the claim amount plus penalty interest (if applicable), if it is more likely than not, based on the opinion of management after consultation with legal advisers, that the outcome of the court case will be unfavourable for the Company. The Company does not recognise provisions for court cases or the expected related legal costs and penalty interest (if applicable) in cases where management estimates that an unfavourable outcome of the court case is less likely than a favourable outcome for the Company.

Where indications exist of a possible settlement in relation to a particular court case, a provision is recognised, based on the best estimate of management made in consultation with its legal advisers, in the amount of the expected settlement less any existing amounts already provided for in relation to that particular court case.

Where the Company is a plaintiff in a particular court case, any economic benefits expected to flow to the Company as a result are recognised only when virtually certain which is generally as at the date of inflow of these economic benefits. Provisions for the Company’s obligations arising from legal actions are recognised on a consistent basis and estimated on a case by case principle (see note 32).

(iv)           Recoverability of trade and other receivables

The recoverable amount of trade and other receivables is estimated at present value of future cash flows discounted at the market interest rate at the measurement date. Short-term receivables with no stated interest rate are measured by the amount of original invoice if the effect of discounting is not significant. The Company regularly reviews the ageing structure of trade receivables and monitors the average collection period. In cases where debtors with extended payment periods (generally above 120 days) are identified, the Company reduces the related credit limits and payment days for future transactions and, in cases where it deems it necessary, imposes restrictions on future transactions until the outstanding balance is repaid either entirely or in part.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 6 – KEY ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

(iv)       Recoverability of trade and other receivables (continued)

In cases where the Company identifies receivables toward debtors which have entered into pre-bankruptcy or bankruptcy proceedings, an impairment loss is immediately recognised in full.

By applying the percentage that reflects expectations on the non-collection of trade receivables (expected credit loss), the Company impairs undue regular external trade receivables and past due uncollected receivables up to 360 days from the maturity date.

In the process of regulating the collection of overdue debts, the Company actively negotiates with the respective debtors taking into account expectations of future business relations, significance of exposure to an individual debtor, possibilities of compensation, exercise of instruments of security (if any) or seizure of assets.

(v)            Impairment testing for brands

The Company tests brands for impairment on an annual basis in accordance with accounting policy 3.13. For the purposes of impairment testing, brands with indefinite useful lives and brands with finite useful lives have been allocated to cash generating units within reportable segments.

The recoverable amount of cash generating units is determined based on value-in-use calculations or fair value. These calculations use cash flow projections from financial budgets approved by management and cover a period of five years.

Brands

Brands relate to acquired rights of use of logos, trademarks and brand names which the Company allocates to business segments in accordance with internal categorisation of products to which the specific brand relates, whereby the brand value is either allocated entirely to a specific segment or where applicable and where a brand relates to products and categories which relate to several segments, it is allocated based on the share of gross margin of the brand in each of the segments.

The Company annually performs impairment tests in order to assess whether the recoverable amount of brands indicates potential impairment of their carrying amount whereby the primary focus is on brands where the difference between the recoverable amount and the carrying amount indicates a significant sensitivity to changes in key variables used in impairment testing. The calculation of the recoverable amount of brands is based on five-year plans for sales of products and categories which comprise a certain brand and which the Company developed bearing in mind its corporate selling and marketing strategy, trends on relevant markets where the brands are sold (such as estimated movements in gross domestic product, market share of relevant products and categories) and the analysis of its competitors. The sales plans for products and categories comprising each brand also include potential risks of the realistic environment caused by the COVID-19 pandemic.

Cash flows created from such plans are discounted using the post-tax discount rate which reflects the risk of the underlying asset, and which has been defined for the purposes of the impairment test for brands as the weighted average cost of capital after tax (WACC) for the primary market the brand is sold on and the food industry.

 

For the purpose of recoverable amount of brands whose dominant market is the Adria region as at 31 December 2021 the Company applied an income approach – the method of non-payment of royalties.

The basis of the method of non-payment of royalties is that the value of intangible assets equals the amount that the owner would pay for the licence over the assets if it had not been owned, i.e. the value equals post-tax discounted expenses saved if royalties, i.e. the compensation for the use of trademarks, are not paid.

When calculating the recoverable amount of brands whose dominant market is the Adria region (a total of 4 brands), rates equal to the weighted average cost of capital after tax (WACC) per individual market and the food industry were used, ranging from 3.34% to 6.19% (2020: ranging from 4.71% to 7.96%), while the applied terminal growth rate is 2.00% (2020: ranging from 2.30% to 3.16%).



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 6 – KEY ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

(v)      Impairment testing for brands (continued)

Brands (continued)

The recoverable amount of most significant brands resulting from the discounted cash flow method is as follows:

                          Book value

                           Recoverable amount

                 2021

                 2020

                 2021

                 2020

Brands

         (in thousands of HRK)

Brand 1

7,380

7,380

21,886

13,868

Brand 2

15,500

15,500

81,954

67,974

Brand 3

21,144

21,144

76,831

44,855

Brand 4

439

439

2,490

1,363

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 6 – KEY ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

(v)      Impairment testing for brands (continued)

Brands (continued)

Valuation technique

Brand

Significant inputs

Value

Sensitivity of the input to fair value

Method of non-payment of royalties

Brand 1

Weighted average cost of capital

2021: 4.02%

2020: 5.56%

Increase of weighted average cost of capital  by 413 basis points (2020: 278)  with unchanged terminal growth rate would result in an decrease of fair value in amount od HRK 55 thousand (2020: HRK 3 thousand)

Terminal growth rate

2021: 2.00%

2020: 2.49%

Decrease of terminal growth rate with unchanged weighted average cost of capital  by 515 basis points (2020: 342)  would result in an decrease of fair value in amount od HRK 32 thousand (2020: HRK 2 thousand)

Method of non-payment Increaaof royalties

Brand 2

Weighted average cost of capital

2021: 6.19%

2020: 7.96%

Increase of weighted average cost of capital  by 1,918 basis points (2020: 1,794)  with unchanged terminal growth rate would result in an decrease of fair value in amount od HRK 27 thousand (2020: HRK 6 thousand)

Terminal growth rate

2021: 2.00%

2020: 3.16%

Decrease of terminal growth rate with unchanged weighted average cost of capital  by 8.100 basis points (2020: 6,015)  would result in an decrease of fair value in amount od HRK 25 thousand (2020: HRK 4 thousand)

Method of non-payment of royalties

Brand 3

Weighted average cost of capital

2021: 3.66%

2020: 5.20%

Increase of weighted average cost of capital  by 454 basis points (2020: 318)  with unchanged terminal growth rate would result in an decrease of fair value in amount od HRK 30 thousand (2020: HRK 14 thousand)

Terminal growth rate

2021: 2.00%

2020: 2.46%

Decrease of terminal growth rate with unchanged weighted average cost of capital  by 571 basis points (2020: 394)  would result in an decrease of fair value in amount od HRK 27 thousand (2020: HRK 32 thousand)

Method of non-payment of royalties

Brand 4

Weighted average cost of capital

2021: 3.34%

2020: 4.71%

Increase of weighted average cost of capital  by 666 basis points (2020: 535)  with unchanged terminal growth rate would result in an decrease of fair value in amount od HRK 7 thousand (2020: HRK 3 thousand)

Terminal growth rate

2021: 2.00%

2020: 2.30%

Decrease of terminal growth rate with unchanged weighted average cost of capital  by 950 basis points (2020: 715)  would result in an decrease of fair value in amount od HRK 18 thousand (2020: HRK 2 thousand)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 6 – KEY ACCOUNTING JUDGEMENTS AND ESTIMATES (CONTINUED)

(v)      Impairment testing for brands (continued)

Brands (continued)

During 2021 and 2020, the Company had no impairment losses with respect to brands.

(vi)           Impairment test for property, plant and equipment, investment property and assets held for sale

The Company annually performs analysis of impairment indicators for property, plant and equipment in order to assess whether their recoverable amount indicates potential impairment of their carrying amount.

For property, plant and equipment held for sale, the Company estimates their recoverable amount upon classification of such assets as held for sale based on an independent expert valuer’s estimate of the fair value of these assets less costs to sell and records these assets at the lower of their carrying amount and the recoverable amount. Generally, the Company considers with significant confidence that the recoverable amount of such assets will be realized through sale or disposal in the short term and in cases where there has been a delay in disposal due to circumstances which do not require reclassification of such assets into property, plant and equipment, the Company considers whether there have been significant changes in the circumstances and expectations related to the disposal process which would require re-assessment of their fair value. If a significant change in circumstances has not occurred, but the asset relates to property which is intended to be used until disposal, the Company approximates the possible impairment that could arise from the date of classification of such assets as held for sale up to the reporting date at the level of depreciation that would have been recognised had those assets not been classified as held for sale.

In 2021 and 2020, the Company had no impairment costs related to property, plant and equipment, investment property and assets held for sale.

(vii)         Impairment test for investments in subsidiaries

The Company annually performs analysis of impairment indicators for investments in subsidiaries where indications of impairment exist, based on the results of a static analysis of the Company’s exposure compared to the net assets of the subsidiary. For investments identified as such, the Company estimates the recoverable amount and compares it with the carrying amount. The calculation of the recoverable amount is generally based on five-year business plans for the respective subsidiaries which the Company developed bearing in mind its corporate selling and marketing strategy, relevant markets trends (such as estimated movements in gross domestic product, market share of relevant products and categories) with respect to the applicable business segment and the analysis of its competitors. The business plans also include potential risks of the realistic environment caused by the COVID-19 pandemic.

The calculation of the recoverable amount implies a terminal growth rate for cash flows after the projected period of 2.00% for the subsidiary in the Czech Republic (2020: 2.50%), 2.00% for the subsidiary in Serbia (2020: 4.0%), 2.00% for the subsidiary in Poland (2020: 2.40%) and 1.60% for the subsidiary in Russia (2020: 1.80%).

Cash flows created from such plans are discounted using the post-tax discount rate which reflects the risk of the underlying asset, and which has been defined for the purposes of the impairment test as the weighted average cost of capital after tax for the respective market and the food industry (in case of the company in the Czech Republic the post-tax discount rate amounts to 5.25% (2020: 4.65%), for the company in Serbia to 6.72% (2020: 8.69%), for the company in Poland to 5.54% (2020: 5.17%) and for the company in Russia to 10.40% (2020: 10.07%)). The expected rate of average annual revenue growth in the projected five-year period was 2.02% for the company in the Czech Republic (2020: 2.09%), 4.42% for the company in Serbia (2020: 3.12%), 6.06% for the company in Poland (2020: 2.00%), and 5.01% for the company in Russia (2020: 6.49%).

During 2021, the Company had impairment costs related to a share in the subsidiary FOODPRO LIMITED, Tanzania in the amount of HRK 3,314 thousand (2020: HRK 2,102 thousand) and the subsidiary Podravka -Polska Sp.z o.o, Poland in the amount of HRK 1,787 thousand (2020: HRK 0 thousand) since values of investments in companies were not recoverable.

During 2021, the COVID-19 pandemic did not have an impact on the going concern of the Company’s operations.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 7 – DETERMINATION OF FAIR VALUES

The Company has an established control framework with respect to fair value measurement which assumes the overall responsibility of the Management Board and finance department in relation to the monitoring of all significant fair value measurements, consultation with external experts and the responsibility to report, with respect the above, to those charged with corporate governance.

Fair values are measured using information collected from third parties in which case the Management Board and the finance department assess whether the evidence collected from third parties support the conclusion that such valuations meet the requirements of IFRSs, including the level in the fair value hierarchy where such valuations should be classified.

All significant issues related to fair values estimates are reported to the Supervisory Board and the Audit Committee.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

·                                        Level 1 -     quoted prices (unadjusted) in active markets for identical assets or liabilities.

·                                        Level 2 -     inputs other than quoted prices included in level 1, that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices).

·                                        Level 3 -     input variables for assets or liabilities that are not based on observable market data (unobservable inputs).

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more significant inputs are not based on observable market data, the fair value estimate is included in level 3. In preparing these financial statements, the Company has made the following significant fair value estimates, as further explained in detail in the following notes:

·      note 21: Non-current financial assets

·      note 24: Financial assets at fair value through profit or loss

·      note 26: Non-current assets held for sale

·      note 30: Financial liabilities at fair value through profit or loss

·      note 35: Share-based payments

 



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 8 – SALES REVENUE

Sales revenue

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

 

Revenue from sale of products and merchandise

 

2,171,980

2,064,436

Revenue from services

 

30,700

47,724

 

2,202,680

2,112,160

Key customers

Sales to major customers owned or controlled by the same third party Group represent approximately 11% of the Company’s total revenue in 2021 (2020: approximately 11% of the total revenue).

Third-party sales in Croatia account for 50% (2020: 50%) of the total revenue from external customers, whereas the remaining 50% (2020: 50%) represent foreign sales.

For management purposes, the Company is organised in business units based on the similarity in the nature of individual product groups and has identified reportable segments in accordance with quantitative thresholds for segment reporting. The reportable segments of the Company are as follows:

-      BP Culinary 

-      BP Baby food, sweets and snacks

-      BP Podravka Food

-      BP Meat products, meat solutions and savoury spreads

-      BP Fish

-      BP Žito and Lagris

-      Other sales

The reportable segments are part of the internal financial reporting to the Management Board which was identified as the chief operating decision maker. The Management Board reviews the internal reports regularly and assesses the segment performance and uses those reports in making operating decisions.

Segment revenues and results

Set out below is an analysis of the Company’s revenue and results by its reportable segments, presented in accordance with IFRS 8 Operating segments and a reconciliation of segment profits to profit or loss before tax as presented in the statement of comprehensive income.

(in thousands of HRK)

Segment revenues

Segment expenses

Segment depreciation

Segment profits/

(loss)

2021

2021

2021

2021

BP Culinary

799,146

569,645

17,839

211,662

BP Baby food, sweets and snack

416,263

328,274

23,411

64,578

BP Podravka food

385,952

362,415

23,833

(296)

BP Meat products, solutions and spreads

272,305

260,699

13,391

(1,785)

BP Fish

130,782

131,222

1,052

(1,492)

BP Žito and Lagris

68,984

69,285

1,403

(1,704)

Other sales

129,248

128,305

3,145

(2,202)

2,202,680

1,849,845

84,074

268,761

Financial income (note 13)

73,630

Other income (note 9)

8,740

Central administration costs

(86,312)

Other expenses (note 10)

(5,149)

Financial expenses (note 14)

(3,565)

Profit before tax

256,105

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 8 – SALES REVENUE (CONTINUED)

Segment revenues and results (continued)

(in thousands of HRK)

 

Segment

 revenues

Segment

expenses

Segment

depreciation

Segment profits/

(loss)

2020

2020

2020

2020

BP Culinary

760,859

539,602

19,364

201,893

BP Baby food, sweets and snack

399,081

315,916

21,451

61,714

BP Podravka food

344,943

321,709

22,397

837

BP Meat products, solutions and spreads

275,105

264,894

12,364

(2,153)

BP Fish

141,536

138,588

2,476

472

BP Žito and Lagris

58,394

58,957

1,327

(1,890)

Other sales

132,242

130,730

2,459

(947)

2,112,160

1,770,396

81,838

259,926

Financial income (note 13)

65,082

Other income (note 9)

10,694

Central administration costs

(91,856)

Other expenses (note 10)

(11,071)

Financial expenses (note 14)

(8,938)

Profit before tax

223,837

BP Culinary comprises the following product groups: seasonings, soups, ready-to-cook meals and bouillons, food mixes and monospices.

BP Baby food, sweets and snacks comprises the following product groups: Lino world, sweets, drinks and snacks.

BP Podravka Food comprises the following product groups: condiments, tomato, sauces, fruit, vegetables and Podravka flour.

BP Meat products, meat solutions and savoury spreads comprises the following product groups: canned meat, sausages, food solution and other meat.

BP Fish comprises fish products.

BP Žito and Lagris comprises the following product groups: core food, bakery and mill products, tea, confectionery and cereals for adults.

Other sales comprise the following product groups: merchandise and food services.

Business programmes (BP) comprise own brands, business to business (B2B), private labels and service production.

The accounting policies of the reportable segments are the same as the Company’s accounting policies described in note 3. Segment profit represents the profit earned by each segment without allocation of central administration costs, other income, other expenses, finance expenses, and income tax expense.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 8 – SALES REVENUE (CONTINUED)

Segment revenues and results (continued)

Geographical information

The Company operates in five principal geographical areas by which it reports the following sales:

(in thousands of HRK)

2021

2020

Region Adria

1,657,145

1,595,895

Region Western Europe and overseas countries

285,499

271,173

Region Central Europe

181,377

173,563

Region East Europe

60,560

58,775

Region New markets

18,099

12,754

2,202,680

2,112,160

Below is a more detailed overview of countries by geographical area:

Region Adria

International markets

Southeast Europe

Western Europe and Overseas

Central Europe

Eastern Europe

New markets

 

Western Europe 

Overseas

 

 

 

 

 Croatia

 Germany

 USA

 Poland

 Russian .Federation

 Iraq

 China

 Slovenia

 Austria

 Canada

 Czech .Republic

 Ukraine

 United Arab .Emirates

 Japan

 Bosnia and .Herzegovina

 Switzerland

 Australia

 Slovakia

 Estonia

 Kuwait

 Singapore

 North Macedonia

 France

 New .Zealand

 Hungary

 Lithuania

 Qatar

 Hong .Kong

 Serbia

 Great Britain

 

 Romania

 Latvia

 Oman

 Israel

 Montenegro

 Italy

 

 

 Belarus

 Saudi Arabia

 Maldives

 Kosovo

 Denmark

 

 

 Uzbekistan

 Turkey

 Bolivia

 Bulgaria

 Sweden

 

 

 Georgia

 Jordan

 Chile

 Albania

 Ireland

 

 

 

 Lebanon

 

 Greece

 Spain

 

 

 

 Egypt

 

 

 Malta

 

 

 

 Libya

 

 

 

 

 

 

 Kenya

 

 

 

 

 

 

 Congo

 

 

 

 

 

 

 Liberia

 

 

 

 

 

 

 Burkina Faso

 

The Company does not follow detailed breakdown of balance sheet by segment but only by the two main segments on consolidated level. 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 9 – OTHER INCOME

2021

2020

(in thousands of HRK)

Foreign exchange gains on receivables and payables

4,085

-

Grant income

2,051

1,312

Reversal of impairment of  loans given to subsidiary

1,642

878

Reversal of impairment of other receivables

407

5,299

Interest income relating to trade receivables

304

275

Profit on disposal of property, plant, equipment

and intangibles (note 16 & 17)

182

829

Gains on write-off right-of-use assets

69

9

Income from reversal of legal provision

-

2,092

 

 

8,740

10,694

In 2021, the Company generated income from the reversal of impairment of other receivables in the amount of HRK 407 thousand (2020: HRK 5,299 thousand) and net income from the reversal of impairment of loans given and interest in the amount of HRK 1,642 thousand (2020: HRK 878 thousand).

Grant income relates to non-refundable government grants in agriculture. Interest income relating to trade receivables relates to statutory penalty interests collected by the Company.

NOTE 10 - OTHER EXPENSES

2021

2020

(in thousands of HRK)

Write-off on investments (note 20)

5,101

2,102

Interest expense relating to trade payables

48

82

Trade foreign exchange differences

-

8,841

Other

-

46

5,149

11,071

During 2021, the Company had an impairment loss on investments in subsidiaries in the amount of 5,101 thousand (2020: HRK 2,102 thousand).



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 11 – EXPENSES BY NATURE

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Raw material, supplies and energy

936,082

937,892

Staff costs (note 12)

446,286

432,071

Cost of goods sold

289,917

275,628

Depreciation and amortisation

99,670

98,371

Advertising and promotion

77,633

80,525

Services

72,881

71,718

Transport

28,579

21,770

Changes in value of inventory

25,488

(13,633)

Taxes and contributions independent of operating results

12,205

11,815

Rental costs

8,964

7,961

Entertainment

3,924

4,576

Telecommunications

3,744

3,613

Daily allowances and other business travel expenses

3,388

2,936

Packaging waste disposal fee

2,825

2,628

Bank charges

1,825

1,818

Professional education

959

908

Legal expenses

918

-

Impairment of trade and other receivables, net

731

(316)

Other expenses

 

 

4,212

3,809

Total cost of goods sold, selling and distribution expenses, marketing expenses and general and administrative costs

2,020,231

1,944,090

Costs of services include audit fees. Fees for the audit of the Company’s financial statements amounted to HRK 1,224 thousand (2020: HRK 980 thousand).  Fees for the assurance engagements performed to the Company amounted to HRK 53 thousand (2020: HRK 72 thousand). During 2021, the Company did not receive any non-audit services from the auditor.

Depreciation and amortisation include HRK 1,820 thousand of government grants for co-financing of assets (2020: HRK 1,839 thousand).

The following tables present expenses by nature contained in cost of goods sold:

2021

2020

(in thousands of HRK)

 

 

Raw material and supplies

941,853

906,425

Cost of goods sold

289,917

275,628

Staff costs

212,195

201,361

Depreciation and amortisation

59,794

58,541

Production services

19,385

19,945

Taxes and contributions independent of operating results

6,356

6,402

Other expenses (transport, rent, education etc.)

10,180

9,449

1,539,680

1,477,751

The Company reports gross profit as revenue from the sale of products less cost of goods sold as shown in the specification above.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 11 – EXPENSES BY NATURE (CONTINUED)

Depreciation and amortisation costs allocated to each function are as follows:

2021

2020

(in thousands of HRK)

Cost of goods sold

59,794

58,541

Selling, logistics and distribution costs

19,552

18,535

General and administrative expenses

18,362

19,515

Marketing expenses

1,962

1,780

99,670

98,371

Staff costs allocated to each function are as follows:

2021

2020

(in thousands of HRK)

Cost of goods sold

212,195

201,361

Selling, logistics and distribution costs

107,351

103,444

General and administrative expenses

95,903

97,255

Marketing expenses

30,837

30,011

446,286

432,071



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 12 – STAFF COSTS

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Salaries

 

 

371,445

357,836

Transportation

 

 

11,138

10,630

Share options (note 35)

 

 

4,783

8,566

Termination benefits

 

 

1,865

4,274

Other costs of employees

 

 

57,055

50,765

 

 

446,286

432,071

As at 31 December 2021, the number of staff employed by the Company was 3,199 (2020: 3,167 employees).

The average number of employees during 2021 is 3,249 employees (2020: 3,225 employees).

In 2021, termination and retirement benefits of HRK 1,865 thousand were paid to 31 employees (2020: termination and retirement benefits of HRK 4,274 thousand were paid to 42 employees).

Other employee costs relate mainly to the costs of meals and accommodation of employees in the amount of HRK 8,194 thousand (2020: HRK 8,456 thousand). Other significant items within other costs of employees relate to Christmas, Easter expenses and other non-taxable employee benefits in the amount of HRK 18,556 thousand (2020: HRK 17,510 thousand), and holiday expenses in the amount of HRK 9,226 thousand (2020: HRK 9,115 thousand).

NOTE 13 – FINANCE INCOME

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Dividends income from related parties

 

 

69,862

61,671

Interest on related party loans

2,660

2,995

Net foreign exchange gain on borrowings

 

 

847

-

Remeasurement of financial assets and liabilities at FVTPL

-

268

Interest on term deposits

 

 

261

148

 

 

73,630

65,082

Dividend received refers to income on the basis of declared dividends in subsidiaries Belupo, d.d., Koprivnica in the amount of HRK 28,000 thousand, Žito d.o.o., Ljubljana in the amount of HRK 24,441 thousand, Podravka d.o.o.el., Skopje in the amount of HRK 6,967 thousand, Podravka-International Kft., Budapest in the amount of HRK 3,977 thousand, Podravka-International s.r.o., Zvolen in the amount of HRK 2,984 thousand, Podravka d.o.o. Sarajevo, Sarajevo in the amount of HRK 2,487 thousand, and Podravka – Lagris a.s., Dolni Lhota u Luhačovic in the amount of HRK 995 thousand (2020: in subsidiaries Belupo, d.d. Koprivnica in the amount of HRK 28,000, Žito d.o.o., Ljubljana in the amount of HRK 24,603 thousand, Podravka d.o.o.el., Skopje in the amount of HRK 3,025 thousand, Podravka d.o.o., Sarajevo in the amount of HRK 2,548 thousand, Podravka-International s.r.o., Zvolen in the amount of HRK 2,621 thousand and Podravka – Lagris a.s., Dolni Lhota u Luhačovic in the amount of HRK 874 thousand).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 14 – FINANCE EXPENSES

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Interest expense and similar charges

3,548

6,792

Remeasurement of financial instruments at fair value

17

-

Net foreign exchange loss on borrowings

-

2,146

 

 

3,565

8,938

NOTE 15 – INCOME TAX

Tax (income)/expense consists of:

 

 

2021

2020

 

 

(in thousands of HRK)

Current income tax

 

 

36,907

33,680

Deferred income tax

 

 

(25,906)

(3,675)

 

 

11,001

30,005

Reconciliation of the effective tax rate

A reconciliation of tax expense per the statement of comprehensive income and taxation at the statutory rate is detailed in the table below:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Profit before taxation

 

 

256,105

223,837

 

 

Tax calculated at 18%

46,099

40,291

Non-taxable income

(12,575)

(11,101)

Non-deductible expenses

1,551

1,445

Tax incentives (research and development, education and other)

(117)

(115)

Reassessment of recoverability of deferred tax

(24,433)

-

Investment tax credit

-

(809)

Tax paid abroad

476

294

Income tax

11,001

30,005

Effective tax rate

4%

13%

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 15 – INCOME TAX (CONTINUED)

Deferred tax assets

Deferred tax assets arose from the following:

2021

Opening balance

Recognised in profit or loss

Recognised directly in equity

Closing balance

 

(in thousands of HRK)

Basis:

 

 

 

 

Intangible assets

720

9

-

729

Property, plant and equipment/ assets held for sale

6,813

(66)

-

6,747

Provisions

8,106

335

91

8,532

Inventory

4,015

27

-

4,042

Financial assets

24,739

25,649

-

50,388

Share based payments

2,135

861

(257)

2,739

Receivables

1,052

(100)

-

952

Investment tax credit

809

(809)

-

-

48,389

25,906

(166)

74,129

2020

Opening balance

Recognised in profit or loss

Recognised directly in equity

Closing balance

(in thousands of HRK)

Basis:

Intangible assets

668

52

-

720

Property, plant and equipment/ assets held for sale

6,994

(181)

-

6,813

Provisions

6,042

1,739

325

8,106

Inventory

3,990

25

-

4,015

Financial assets

24,430

309

-

24,739

Share based payments

1,263

872

-

2,135

Receivables

1,002

50

-

1,052

Investment tax credit

-

809

-

809

44,389

3,675

325

48,389

The most significant effect on the increase in deferred tax assets in 2021 relates to revaluation of recoverability of financial assets.

Deferred tax assets recognised with respect to impairment losses on tangible and intangible assets do not expire as they are utilised in the moment of realisation of the respective assets. Deferred tax assets on long-term provisions for employee benefits (jubilee awards and termination benefits) will be realised in a period longer than one year.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 16 – INTANGIBLE ASSETS

(in thousands of HRK)

Software

Distribution rights

Brands

Investments in progress

Total

Cost

At 1 January 2020

227,026

29,410

58,076

6,801

321,313

Additions

-

-

-

14,692

14,692

Transfers

14,508

-

-

(14,508)

-

Disposals

(312)

-

-

-

(312)

Transfers from non-current assets

-

-

-

99

99

At 31 December 2020

241,222

29,410

58,076

7,084

335,792

Accumulated amortisation

At 1 January 2020

(193,593)

(29,410)

(13,572)

-

(236,575)

Amortisation

(15,318)

-

-

-

(15,318)

Disposals

222

-

-

-

222

At 31 December 2020

(208,689)

(29,410)

(13,572)

-

(251,671)

Carrying amount

 

 

 

 

 

As at 31 December 2020

32,533

-

44,504

7,084

84,121

Cost

At 1 January 2021

241,222

29,410

58,076

7,084

335,792

Additions

-

-

-

15,400

15,400

Transfers

14,781

-

-

(14,781)

-

Disposals

(63)

-

-

-

(63)

Transfers from non-current assets

-

-

-

18

18

At 31 December 2021

255,940

29,410

58,076

7,721

351,147

Accumulated amortisation

At 1 January 2021

(208,689)

(29,410)

(13,572)

-

(251,671)

Amortisation

(13,765)

-

-

-

(13,765)

Disposals

59

-

-

-

59

At 31 December 2021

(222,395)

(29,410)

(13,572)

-

(265,377)

Carrying amount

As at 31 December 2021

33,545

-

44,504

7,721

85,770

Accumulated amortization and impairment losses include a total of HRK 1,510 thousand relating to accumulated impairment losses (2020: HRK 1,510 thousand of accumulated impairment losses).

The total intangible assets with indefinite useful lives as at 31 December 2021 relate to brands and amount to HRK 44,504 thousand (31 December 2020: HRK 44,504 thousand).

Investments in progress mostly relate to licence agreements and IT modernisation.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 17 – PROPERTY, PLANT AND EQUIPMENT

(in thousands of HRK)

Land and buildings

Equipment and fittings

Assets under construction

Total

Cost

At 1 January 2020

1,808,790

1,233,876

46,522

3,089,188

Additions

-

-

83,334

83,334

Transfers

18,015

47,117

(65,132)

-

Transfer from related companies

-

-

2

2

Transfer to related companies

-

(156)

(9)

(165)

Transfer to intangible assets

-

-

(99)

(99)

Transfer to investment property

-

-

(533)

(533)

Disposals

-

(20,300)

-

(20,300)

At 31 December 2020

1,826,805

1,260,537

64,085

3,151,427

Accumulated depreciation

At 1 January 2020

(1,347,346)

(940,647)

-

(2,287,993)

Depreciation charge for the year

(31,554)

(40,519)

-

(72,073)

Transfer to related companies

-

44

-

44

Disposals

-

20,163

-

20,163

At 31 December 2020

(1,378,900)

(960,959)

-

(2,339,859)

Carrying amount

As at 31 December 2020

447,905

299,578

64,085

811,568

Cost

At 1 January 2021

1,826,805

1,260,537

64,085

3,151,427

Additions

-

-

87,957

87,957

Transfer

15,438

49,518

(64,956)

-

Transfer from related companies

-

-

280

280

Transfer to related companies

-

(45)

-

(45)

Transfer to intangible assets

-

-

(18)

(18)

Disposals

-

(15,752)

-

(15,752)

At 31 December 2021

1,842,243

1,294,258

87,348

3,223,849

Accumulated depreciation

At 1 January 2021

(1,378,900)

(960,959)

-

(2,339,859)

Depreciation charge for the year

(31,246)

(42,196)

-

(73,442)

Transfer to related companies

-

31

-

31

Disposals

-

15,611

-

15,611

At 31 December 2021

(1,410,146)

(987,513)

-

(2,397,659)

Carrying amount

As at 31 December 2021

432,097

306,745

87,348

826,190

During 2021 and 2020, the Company had no impairment of property and equipment.

Investments in progress relate mainly to investments in modernisation of buildings, production capacities and extension of the product range.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 17 – PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Mortgaged assets

As at 31 December 2021, the Company has no land and buildings pledged as collateral against the Company’s borrowings (2020: HRK 340,057 thousand).

NOTE 18 – LEASES

Right-of-use assets and the movements during the period

Land

Buildings

Equipment

Total

(in thousands of HRK)

 

 

 

 

Cost

 

 

 

 

As at 1 January 2020

12,814

8,867

27,700

49,381

Additions/decrease

(846)

(13)

10,312

9,453

Disposals and write-off's

(25)

(1,268)

(5,765)

(7,058)

Balance at 31 December 2020

11,943

7,586

32,247

51,776

 

 

 

 

Accumulated depreciation

 

 

 

 

As at 1 January 2020

326

2,413

9,820

12,559

Depreciation charge for the year

291

2,286

8,764

11,341

Disposals and write-off's

(25)

(1,193)

(5,276)

(6,494)

Balance at 31 December 2020

592

3,506

13,308

17,406

As at 31 December 2020

11,351

4,080

18,939

34,370

 

 

 

 

 

Cost

 

 

 

 

As at 1 January 2021

11,943

7,586

32,247

51,776

Additions/decrease

(317)

5,529

15,227

20,439

Disposals and write-off's

(20)

(3,128)

(13,150)

(16,298)

Balance at 31 December 2021

11,606

9,987

34,324

55,917

 

 

 

 

Accumulated depreciation

 

 

 

 

As at 1 January 2021

592

3,506

13,308

17,406

Depreciation charge for the year

273

3,103

9,428

12,804

Disposals and write-off's

(19)

(2,210)

(11,491)

(13,720)

Balance at 31 December 2021

846

4,399

11,245

16,490

As at 31 December 2021

10,760

5,588

23,079

39,427

Lease liabilities and the movements during period

2021

2020

(in thousands of HRK)

As at 1 January 2021

35,776

37,655

Interest expense

556

556

Increase of lease liabilities during the year (net)

17,791

8,880

Lease liabilities payments

(13,896)

(11,773)

Exchange rate difference

302

458

As at 31 December 2021

40,529

35,776

Current portion of long term liability for right-of-use assets

11,981

9,946

Long term liabilty for right-of-use assets

28,548

25,830

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 18 – LEASES (CONTINUED)

Amounts recognised in the statement of comprehensive income

2021

2020

(in thousands of HRK)

Expenses related to short-term leases and leases of low-value assets etc.

11,979

12,151

Depreciation expense of right-of-use assets

12,804

11,341

Interest expense of lease liabilities

556

556

Total amount recognised in the statement of comprehensive income

25,339

24,048

NOTE 19 – INVESTMENT PROPERTY

(in thousands of HRK)

Land

Buildings

Total

Cost

At 1 January 2020

89,246

58,709

147,955

Transfer from property, plant and equipment

-

533

533

At 31 December 2020

89,246

59,242

148,488

Accumulated depreciation

At 1 January 2020

(14,129)

(23,826)

(37,955)

Depreciation charge for the year

-

(1,478)

(1,478)

At 31 December 2020

(14,129)

(25,304)

(39,433)

Carrying amount

At 31 December 2020

75,117

33,938

109,055

Cost

At 1 January 2021

89,246

59,242

148,488

At 31 December 2021

89,246

59,242

148,488

Accumulated depreciation

At 1 January 2021

(14,129)

(25,304)

(39,433)

Depreciation charge for the year

-

(1,481)

(1,481)

At 31 December 2021

(14,129)

(26,785)

(40,914)

Carrying amount

At 31 December 2021

75,117

32,457

107,574

Operating expenses amount to HRK 1,412 thousand (2020: HRK 1,483 thousand), while rental income from a smaller part of the property amounts to HRK 970 thousand (2020: HRK 1,185 thousand).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 20 – INVESTMENTS IN SUBSIDIARIES

Subsidiaries in which the Company has an ownership interest and control:

 

 

Ownership interest in%

Equity share in thousands of HRK

 

Name of subsidiary

Country

31.12.2021.

31.12.2020.

31.12.2021.

31.12.2020.

  Principal activity

Žito d.o.o.

Slovenia

100.00

100.00

440,110

440,110

  Sale and distribution of food and beverages

Belupo d.d.

Croatia

100.00

100.00

393,153

393,153

  Production and distribution of pharmaceuticals

Podravka Lagris a.s.

Czech Republic

100.00

100.00

68,754

68,754

  Rice production and sale

Podravka-Polska Sp.z o.o.

Poland

100.00

100.00

18,854

20,641

  Sale and distribution of food and beverages

FOODPRO LIMITED*

Tanzania

100.00

100.00

-

-

  Production and sale of food and beverages

Podravka-International Kft.

Hungary

100.00

100.00

5,343

5,343

  Sale and distribution of food and beverages

Mirna d.d.

Croatia

99.44

99.23

45,202

45,128

  Fish processing and production

Podravka Gulf Fze

UAE

100.00

100.00

-

-

  Sale and distribution of food and beverages

Podravka-Int. Deutschland –“Konar” GmbH

Germany

100.00

100.00

1,068

1,068

  Sale and distribution of food and beverages

Podravka-International s.r.o.

Slovakia

75.00

75.00

1,034

1,034

  Sale and distribution of food and beverages

Podravka d.o.o. Podgorica

Montenegro

100.00

100.00

1,029

1,029

  Sale and distribution of food and beverages

Podravka-International s.r.l.

Bulgaria

100.00

100.00

1,007

1,007

  Sale and distribution of food and beverages

Podravka-International Pty. Ltd

Australia

100.00

100.00

801

801

  Sale and distribution of food and beverages

Podravka-International s.r.l.

Romania

100.00

100.00

126

126

  Sale and distribution of food and beverages

Podravka d.o.o.el Petrovec

North Macedonia

100.00

100.00

42

42

  Sale and distribution of food and beverages

Podravka d.o.o. Sarajevo

Bosnia & Herz.

100.00

100.00

40

40

  Sale and distribution of food and beverages

Podravka USA Inc.

USA

100.00

100.00

636

636

  Sale and distribution of food and beverages

Podravka d.o.o.

Russia

100.00

100.00

6,989

5,338

  Sale and distribution of food and beverages

Podravka d.o.o. Beograd

Serbia

100.00

100.00

-

-

  Sale and distribution of food and beverages

 

 

 

 

984,188

984,250

 

*15% of ownership interest is held indirectly through the subsidiary Podravka-Int. Deutschland – “Konar“ GmbH

During 2021 the Company increased share capital of the subsidiary FOODPRO LIMITED, Tanzania by the amount of HRK 3,314 thousand, of the subsidiary Podravka d.o.o., Russia by the amount of HRK 1,652 thousand, and of the subsidiary Mirna d.d., Croatia by the amount of HRK 74 thousand.

The Company has impaired HRK 3,314 thousand of the share in the subsidiary FOODPRO LIMITED, Tanzania, and HRK 1,787 thousand in the subsidiary Podravka-Polska Sp.z.o.o., Poland.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 20 – INVESTMENTS IN SUBSIDIARIES (CONTINUED)

During 2020, the Company changed the name of its subsidiary Vegeta Podravka Limited, Tanzania to FOODPRO LIMITED, Tanzania and increased share capital of the subsidiary by a loan and interest in the gross amount of HRK 57,326 thousand and by an additional payment in cash in the amount of HRK 2,102 thousand. In addition, during 2020 the Company increased share capital of the subsidiary Podravka-International USA Inc., New York by the amount 633 thousand and of the subsidiary Podravka d.o.o., Moscow by the amount of HRK 5,338 thousand.

NOTE 21 – NON-CURRENT FINANCIAL ASSETS

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Financial instruments

 

 

54,133

54,133

Impairment of financial instruments

 

 

(17,736)

(17,736)

Investments in other equity investments

 

 

580

559

Loans to related companies

 

 

365

519

Loans to third parties

 

 

4

5

Deposits and other

 

 

13

211

 

37,359

37,691

Loans to related parties are described in note 36.

In 2021 and 2020 there were no changes with respect to the financial instruments.

NOTE 22 – INVENTORIES

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Raw materials and supplies

 

 

163,576

139,540

Work in progress

 

 

22,368

25,827

Finished goods

 

 

168,929

191,052

Merchandise

 

 

82,589

100,886

 

 

437,462

457,305

During 2021, the Company recognized net impairment loss with respect to inventories in the amount of HRK 148 thousand (2020: HRK 137 thousand of net impairment loss with respect to inventories). The movement in inventory impairment provision is included in the statement of comprehensive income in line item ‘Cost of goods sold’.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 23 – TRADE AND OTHER RECEIVABLES

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Trade receivables

 

 

310,667

289,815

Accumulated impairment losses on receivables

 

 

(94,405)

(103,310)

Impairment of receivables for expected credit losses

 

 

(49)

(202)

Net trade receivables

 

 

216,213

186,303

 

 

Related party trade receivables

 

 

185,699

219,219

Provision for related party trade receivables

 

 

(11,374)

(10,908)

Loans and interest receivable from related parties

82,016

82,439

Prepaid expenses

3,065

1,515

Receivables from employees

747

628

Advances to suppliers

 

 

232

243

Other receivables

2,258

6,898

 

 

478,856

486,337

Loans given to and interest receivable from related parties include short-term loans and current portion of long-term loans given to related parties and interest receivable from related parties (see note 36).

Movements in the impairment allowance for trade receivables are as follows:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

At 1 January 

 

 

114,420

121,078

Increase

 

 

2,635

294

Amounts collected

 

 

(1,438)

(1,083)

Written off as uncollectible

 

 

(9,789)

(5,869)

At 31 December 

 

 

105,828

114,420

Impairment losses on trade receivables and income from subsequent collection of impaired receivables are included within ‘Selling and distribution costs’.

Ageing analysis of trade receivables that are not impaired:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Undue

275,037

257,696

Up to 90 days

 

 

86,513

102,041

91-180 days

 

 

10,915

28,292

181-360 days

 

 

18,073

6,585

 

 

390,538

394,614

Major customers

Trade receivables from major customers owned or controlled by the same third party as at 31 December 2021 amount to HRK 74,246 thousand (2020: HRK 44,977 thousand).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 24 – FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Forward contracts

 

 

-

49

 

 

-

49

In 2021, the Company used forward contracts with commercial banks with the primary intention of managing the fluctuation of the exchange rates of foreign currencies with respect to the purchase and sale of foreign currencies. As at 31 December 2021, the forward contracts did not have positive fair value (2020: HRK 49 thousand).

The nominal value of forward exchange contracts at 31 December 2021 amounted to HRK 2,738 thousand with maturities between 20 January 2022 and 21 March 2022 (2020: HRK 4,786 thousand with maturities between 11 January 2021 and 8 June 2021).

Gains and losses recognised as changes in the market value of forward exchange contracts are recognized in the statement of comprehensive income, under ‘financial income/financial expenses’.

Fair value measurement

The fair value of forward exchange contracts is based on the quotation of the exchange rate. In accordance with the input variables used, the assessment is categorized in the fair value hierarchy as level 2 (see note 7).

NOTE 25 – CASH AND CASH EQUIVALENTS

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Cash in banks

 

 

2,491

2,274

Cash in hand

 

 

9

8

 

 

2,500

2,282

Cash in banks refers to transaction accounts at commercial banks bearing an average interest rate ranging from 0.00% to 0.15%.

The Company has certain transactions in foreign currencies and cash on bank accounts mainly in HRK (HRK 1,689 thousand) and EUR (HRK 640 thousand) at 31 December 2021.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 26 – NON-CURRENT ASSETS HELD FOR SALE

2021

2020

 

(in thousands of HRK)

 

Land and buildings

1,075

1,075

 

1,075

1,075

(i)      Land and buildings

The total amount of assets held for sale relates to a property in Koprivnica and land in Žminj for which the Company is still seeking a buyer and expects to sell.

(ii)     Fair value measurement

Fair value measurement is classified, according to inputs used in fair value measurement, as level 3 (see note 7). The following table summarizes the valuation methods and techniques as well as significant inputs used in measuring the fair value:

Valuation methods and techniques

Significant unobservable inputs

Property

For buildings and land, the comparative method is used

Among other factors, the estimated discount rate considers the underlying quality of the property and its location on similar locations for a comparative type of property.

NOTE 27 – SHARE CAPITAL

Number of shares

Ordinary shares

Share premium

Treasury shares

Total

 

(in thousands of HRK)

 

At 1 January 2020

6,992,087

1,566,401

178,031

(47,569)

1,696,863

Exercise of options

-

-

(3,722)

-

(3,722)

Fair value of share based payments

-

-

8,566

-

8,566

At 31 December 2020

6,992,087

1,566,401

182,875

(47,569)

1,701,707

 

At 1 January 2021

6,992,087

1,566,401

182,875

(47,569)

1,701,707

Exercise of options

22,000

-

(1,627)

8,181

6,554

Fair value of share based payments

-

-

4,783

-

4,783

At 31 December 2021

7,014,087

1,566,401

186,031

(39,388)

1,713,044

As at 31 December 2021, the Company’s share capital amounted to HRK 1,566,401 thousand, distributed among 7,120,003 shares out of which 105,916 relates to treasury shares (2020: HRK 1,566,401 thousand, distributed among 7,120,003 shares out of which 127,916 relates to treasury shares). Nominal value of one share amounts to HRK 220.00. All issued shares are fully paid in.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 27 – SHARE CAPITAL (CONTINUED)

(i)      Share-based payments

During 2021 and 2020, the Company did not purchase any treasury shares.

The shareholder structure as at the reporting date was as follows:

2021

2020

Number of shares

% of ownership

Number of shares

% of  ownership

PBZ CO OMF - Category B

1,097,644

15.42%

1,097,644

15.42%

AZ OMF category B

917,563

12.89%

917,563

12.89%

CERP -Croatian Pension Insurance Institute

727,703

10.22%

727,703

10.22%

Erste Plavi OMF category B

638,248

8.96%

724,373

10.17%

Raiffeisen OMF category B

625,298

8.78%

625,298

8.78%

CERP - Republic of Croatia

452,792

6.36%

415,564

5.84%

Kapitalni fond Inc.

406,842

5.71%

406,842

5.71%

MESNA INDUSTRIJA BRAĆA PIVAC Ltd

226,578

3.18%

30,288

0.43%

HPB - Republic of Croatia

167,281

2.35%

167,281

2.35%

Treasury account

105,916

1.49%

127,916

1.80%

Other shareholders

1,754,138

24.64%

1,879,531

26.40%

Total

7,120,003

100.00%

7,120,003

100.00%

NOTE 28 – RESERVES

 

 

Reserves for treasury shares

Legal reserves

Other reserves

Total

(in thousands of HRK)

 

 

 

 

 

At 1 January 2020

 

147,604

36,605

246,480

430,689

Allocation of profits

 

-

7,259

73,849

81,108

Actuarial loss (net of deferred tax)

 

-

-

(1,484)

(1,484)

At 31 December 2020

 

147,604

43,864

318,845

510,313

 

 

 

 

 

At 1 January 2021

 

147,604

43,864

318,845

510,313

Allocation of profits (i)

 

-

9,692

120,060

129,752

Actuarial loss (net of deferred tax)

 

-

-

(416)

(416)

At 31 December 2021

 

147,604

53,556

438,489

639,649

The legal reserve is required under Croatian law according to which the Company is committed to build up legal reserves to a minimum of 5% of the profit for the year until the total reserve reaches 5% of the share capital. Both legal reserves and reserves for treasury shares are non-distributable. Other reserves mainly relate to (non-distributable) reserves required by the Company’s Articles of Association and actuarial gains and losses related to the assessment of long-term provisions for employee benefits.

(i)             Allocation of profits

In 2021, the General Assembly reached a decision to allocate the Company’s profit from 2020 in the amount of HRK 145,189 thousand as follows: the amount of HRK 9,692 thousand to legal reserves, the amount of HRK 120,060 thousand to other reserves, the amount of HRK 63,127 thousand for the declared dividend (HRK 9.00 per share), while the remainder of HRK 953 thousand is retained in unallocated profit.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 29 – RETAINED EARNINGS

The movement in retained earnings is as follows:

2021

2020

(in thousands of HRK)

At 1 January

199,852

150,057

 - profit for the year (after tax)

245,104

193,832

 - exercise of options

1,171

-

 - dividend declared

(63,127)

(62,929)

 - transfer to reserves

(129,752)

(81,108)

At 31 December 

253,248

199,852

At 29 June 2021, the General Assembly reached a decision on dividend distribution in amount of HRK 63,127 thousand, HRK 9.00 per share (2020: HRK 62,929 thousand, HRK 9.00 per share).

NOTE 30 – FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

 

 

 

 

2021

2020

 

 

 

 

(in thousands of HRK)

 

 

 

 

Forwards

 

 

35

66

 

 

35

66

NOTE 31 – BORROWINGS

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Non-current borrowings

 

 

Banks in Croatia

 

 

14,799

62,813

Banks abroad

 

 

-

29,676

 

 

 

14,799

92,489

 

 

Current borrowings

 

 

Banks in Croatia

 

 

94,461

125,779

Banks abroad

 

 

-

39,569

Related party borrowings

 

 

1,140

1,159

 

 

95,601

166,507

Total borrowings

 

 

110,400

258,996

The Company, together with related parties Belupo d.d. and Žito d.o.o. in 2016 agreed a syndicated loan with EBRD and business banks in the total amount of EUR 123 million. For refinancing a portion of the existing borrowings a total of EUR 98,850 thousand were used by the Company and the two related companies. During 2021, the Company, together with Belupo d.d. and Žito d.o.o. refinanced the remaining syndicated loan amount by commercial bank borrowings.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 31 – BORROWINGS (CONTINUED)

As part of the above mentioned loan, the Company is obligated to comply with the following debt covenants:

a)     Interest coverage ratio (ICR). The parameter is calculated as the ratio of consolidated EBITDA and consolidated interest expense and bank fee for the year.

b)     Debt coverage ratio (DCR). The parameter is calculated as the ratio of consolidated net debt and consolidated EBITDA.

c)     Equity ratio (ER). The parameter is calculated as the ratio of consolidated share capital and reserves and consolidated total assets.

The maturity of non-current borrowings is as follows:

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

Between 1 and 2 years

 

 

14,799

92,489

Between 2 and 5 years

 

 

-

-

 

 

14,799

92,489

The average interest rates at the reporting date were as follows:

2021

2020

HRK

EUR

HUF

HRK

EUR

HUF

 

Non-current borrowings

 

 

 

 

 

Banks in Croatia

 

 

 

 

 

 

Fixed interest rate

0.81%

0.35%

-

0.80%

-

-

Banks abroad

 

 

 

 

 

 

Variable interest rate

-

-

-

-

0.94%

-

 

 

 

 

 

Current borrowings

 

Banks

0.51%

-

-

0.67%

-

-

Loans from related parties

-

-

2.28%

-

-

3.42%



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 31 – BORROWINGS (CONTINUED)

An overview of borrowings by fixed and variable interest rates is as follows:

    2021

       2020

fixed

variable

fixed

variable

(in thousands of HRK)

 

 

 

 

Non-current borrowings

14,799

-

62,813

29,676

Current borrowings

94,461

1,140

126,938

39,569

109,260

1,140

189,751

69,245

The fair value of the Company’s long-term borrowings is as follows:

 

 

Carrying value

Fair

value

Carrying value

Fair

value

(in thousands of HRK)

 

2021

2021

2020

2020

 

 

 

 

 

Non-current borrowings

 

 

 

 

Banks in Croatia

 

14,799

14,799

62,813

62,192

Banks abroad

 

-

-

29,676

29,677

 

 

14,799

14,799

92,489

91,869

The carrying amounts of the Company’s borrowings are denominated in the following currencies:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

 

HRK

 

 

64,862

188,592

EUR

 

 

44,398

69,245

HUF

 

 

1,140

1,159

 

 

 

110,400

258,996

           

The Company has the following undrawn borrowing facilities:

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

- expiring within one year

 

 

299,775

256,898

 

 

 

299,775

256,898

These comprise unused short-term revolving facilities, guarantees and letters of credit which the Company has available with several commercial banks.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 31 – BORROWINGS (CONTINUED)

Reconciliation of movements in liabilities with cash flows from financing activities:

Loans

Liabilities for right-of-use assets

Share capital

Retained earnings

Total

 

(in thousands of HRK)

 

At 1 January 2021

258,996

35,776

1,701,707

199,852

2,196,331

 

Cash transactions:

 

 

Loans received

97,121

-

-

-

97,121

 

Loans repayment

(200,270)

(13,340)

-

-

(213,610)

 

Dividend paid

-

-

-

(62,782)

(62,782)

 

Total cash transactions

(103,149)

(13,340)

-

(62,782)

(179,271)

 

Non-cash transactions:

The impact of changes in exchange rates

(516)

302

-

-

(214)

Other non-cash transactions

(44,931)

17,791

-

-

(27,140)

Total other changes related to capital

-

-

11,337

116,178

127,515

At 31 December 2021

110,400

40,529

1,713,044

253,248

2,117,221

 

Other non-cash transactions on borrowings mainly relate to refinancing of a borrowing.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 32 – PROVISIONS

(in thousands of HRK)

Jubilee awards

Unused holiday

Retirement benefits

Bonuses

Legal cases

Total

As at 31 December 2020:

Non-current

8,844

-

15,097

-

10,741

34,682

Current

1,691

5,827

-

10,121

141

17,780

At 1 Januar 2021

10,535

5,827

15,097

10,121

10,882

52,462

Increase in provisions

1,424

7,025

1,235

11,480

919

22,083

Utilised during the year

(1,673)

(5,827)

(205)

(10,121)

(64)

(17,890)

At 31 December 2021

10,286

7,025

16,127

11,480

11,737

56,655

As at 31 December 2021:

Non-current

8,612

-

16,127

-

11,577

36,316

Current

1,674

7,025

-

11,480

160

20,339

10,286

7,025

16,127

11,480

11,737

56,655

(i)             Legal cases

Legal provisions relate to a number of legal proceedings initiated against the Company which stem from regular commercial activities and court cases including former employees. The expenses relating to the provisions are included in the separate statement of comprehensive income within Other income or Administrative expenses. Based on the expert opinion of legal advisers, management believes that the outcome of these legal proceedings will not give rise to any significant losses beyond the amounts provided as at 31 December 2021.

(ii)            Bonuses

In 2021, the Company recognised HRK 11,480 thousand of provisions for bonuses to management (2020: HRK 10,121 thousand).

(iii)       Jubilee awards and regular retirement benefits

According to the Collective Labour Agreement signed by companies in Croatia, the Company has an obligation to pay jubilee awards, retirement and other benefits to its employees. In accordance with the respective agreement, the employees are entitled to a regular retirement benefit (without stimulating retirement benefit) in the net amount of HRK 10 thousand, of which HRK 2 thousand are taxable. No other post-retirement benefits are provided. The present values of these liabilities, the related current service cost and past service cost were measured using the projected credit unit method.

The actuarial estimates have been derived on the basis of the following key assumptions:

 

 

 

 

 

 

 

 

2021

2020

 

 

 

 

Discount rate

 

 

0.75%

0.50%

Fluctuation rate

 

 

7.80%

8.80%

Average expected remaining working lives (in years)

 

 

23

22

Management considers the Croatian corporate bond market to be a deep market.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 32 – PROVISIONS (CONTINUED)

Changes in the present value of the defined benefit obligation during the period:

 

 

    2021

 2020

(in thousands of HRK)

 

Jubilee awards

Retirement benefits

Jubilee awards

Retirement benefits

At 1 January

 

 

10,535

15,097

10,763

13,072

Past service cost

 

 

52

39

51

(305)

Current service cost

 

 

526

573

514

527

Interest expense

 

 

73

116

50

72

Actuarial losses

 

 

773

507

983

1,811

Benefits paid

 

 

(1,673)

(205)

(1,826)

(80)

At 31 December

 

 

10,286

16,127

10,535

15,097

NOTE 33 – TRADE AND OTHER PAYABLES

2021

2020

(in thousands of HRK)

Trade payables

142,784

185,100

Related party payables

25,031

20,632

Other liabilities

94,349

91,257

262,164

296,989

As at 31 December 2021 and 31 December 2020 the carrying amounts of payables approximate their fair values due to the short-term nature of those liabilities.

Other payables include the following:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Salaries and other benefits to employees

34,334

33,292

Other accrued expenses

 

 

31,024

30,382

Deferred income

20,492

21,090

Dividends payable

2,930

2,585

Net VAT payable

 

 

2,581

117

Package waste disposal fee payable

700

791

Accrued interest

208

520

Other payables

2,080

2,480

 

 

94,349

91,257



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT

Categories of financial instruments are as follows:

 

 

2021

2020

 

 

(in thousands of HRK)

Financial assets at amortised cost

Trade receivables (including bills of exchange received)

 

 

393,156

397,499

Cash and cash equivalents

 

 

2,500

2,282

Long-term loans

 

 

369

524

Long-term deposits

13

211

Short-term loans

79,398

79,554

475,436

480,070

 

 

 

 

 

Financial assets at fair value through other comprehensive income

 

 

 

 

Equity instruments

 

 

580

559

 

 

 

580

559

Financial assets at fair value through profit and loss

 

 

 

Financial instruments

 

36,397

36,397

Forward contracts

 

-

49

 

 

 

36,397

36,446

Total financial assets

 

 

512,413

517,075

 

 

 

 

 

 

 

 

 

 

Financial liabilities at amortised cost

Lease liabilities

40,529

35,776

Borrowings

110,400

258,996

Trade and interest payables

168,023

206,252

 

 

318,952

501,024

Financial liabilities at fair value through profit and loss

Forwards contract

35

66

 

 

35

66

Total financial liabilities

 

 

318,987

501,090

Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

·       the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices;

·       the fair value of other financial assets and financial liabilities is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.

Financial instruments held to maturity in the normal course of operations are carried at the lower of cost and the net amount less the portion repaid. Fair value is determined as the amount at which a financial instrument can be exchanged between willing and knowledgeable parties in an arm’s-length transaction, except in the event of forced sale or liquidation.

At the reporting date, the carrying amounts of cash and cash equivalents, short-term deposits and short-term borrowings approximate their market value due to the short-term nature of those assets and liabilities and due to the fact that a majority of these assets and liabilities are at variable interest rates approximating market interest rates.

Financial assets arising from currency forward contracts are measured at fair value as explained in note 24.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Fair value of financial instruments (continued)

The Company considers that the carrying amount of investments in unquoted and quoted equity instruments with no active market approximates their fair value due to the fact that the respective instruments were acquired at a price willingly agreed by knowledgeable and unrelated parties.

The carrying amounts of borrowings and leases approximates their fair values as these liabilities bear variable interest rates or fixed interest rate approximating market interest rates.

Financial risks

In its operations, Podravka is exposed to various financial risks, especially the currency, interest rate and price risks, and in addition to these financial risks, significant risks include credit risk and liquidity risk. Managing the currency, interest rate and credit risks is performed by the Treasury sector together with active management of excess liquidity investment and active management of financial assets and liabilities.

An integral part of the overall Enterprise Risk Management (ERM) project is the reporting procedure for the purpose of managing financial risks (Escalation procedure for managing financial risks). The purpose of this procedure is to ensure that the Management is informed about critical events that may jeopardize profitability or cause a significant loss of cash, while these critical events are still in the early stages. This allows for timely decision-making on specific business activities for the purpose of managing critical events.

Capital risk management

The gearing ratio at the reporting date was as follows:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Debt (long- and short-term borrowings including forward contract)

 

 

110,435

259,062

Cash and cash equivalents

 

 

(2,500)

(2,282)

Net debt

 

 

107,935

256,780

Equity

 

 

2,605,941

2,411,872

Net debt to equity ratio

 

 

4%

11%

Debt is defined as long-term and short-term borrowings. Equity includes all capital and reserves. Besides monitoring the ratio of net debt to equity, the Company also monitors the ratio of net debt to operating profit before depreciation and amortization (EBITDA).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management

Credit risk management

Credit risk refers to the risk that counterparties will default on their contractual obligations resulting in a possible financial loss for the Company. The Company adopted “Collection of due receivables process” and applies it in operations with customers, based on which it takes security instruments, wherever possible, for the purpose of hedging possible financial risks and loss as a consequence of default.

The Company enters into business only with counterparties with good credit ratings, securing, when needed, receivables for the purpose of decreasing the risk of financial loss as a consequence of default. The Company’s exposure and the credit ratings of its counterparties are continuously monitored.

The Company’s exposure to major customers

The control of the Company’s exposure to major customers is carried out through regular monitoring of receivables and certain measures to control the collection and delivery of goods, as well as the acquisition of adequate collection security instruments. The Company accepts new customers and continues cooperation with existing customers with payment delays subject to meeting the Company’s credit risk parameters. Receivables are analysed on a weekly basis and necessary measures are taken with respect to their collection.

Risk mitigation instruments are defined based on the financial performance ratios for individual customers, using internet services where the required information is available (financial statements, credit ratings). The Company’s exposure and credit rating are continuously monitored through credit limits set by the Company and insurer, which are continuously controlled and adjusted if appropriate.

Depending on the needs and collection of receivables in some markets, in 2021 the Company contracted insurance of receivables for the selected market group. The Company insured receivables in the markets of the Republic of Croatia, Turkey, Qatar, Belarus, Ukraine, United Arab Emirates, Saudi Arabia, Oman, Kuwait, Egypt, Japan and Kenya in order to reduce the risk of possible non-collection.

During 2021, the Company did not have significant damage claims related to the insurance of receivable collection.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Liquidity risk management

The Company manages liquidity risk by maintaining optimum amounts of cash on accounts, in addition to adequate sources of financing from credit lines available, for the purpose of the efficient management of short- and long-term funding and liquidity requirements.

The process of continuous monitoring of cash flows, matching the maturity profiles of trade receivables and payables to customers and suppliers, banks and other financial institutions, enables timely ensuring optimum liquidity level required for Company’s operating purposes.

Regular cash flow planning in all related companies, which includes guidelines set by the Company aimed at regular settlement of all liabilities and adjustment of other contractual relationships, greatly contributes to the optimization and more efficient liquidity management of the Company.

Liquidity risk analysis  

The following tables detail the Company’s remaining contractual maturity for its financial liabilities and its financial assets presented in the statement of financial position at each reporting period end. The tables have been drawn up based on the undiscounted cash flows based on contracted terms at reporting date and include cash flows from both interest and principal.

The liquidity risk analysis below shows no potential deficit of short-term liquidity for the Company.

as at 31 December 2021

Net book value

Contracted cash flow

Up to one year

1 - 5 years

over 5 years

(in thousands of HRK)

Non-interest bearing liabilities:

Trade and interest payables

168,023

168,023

168,023

-

-

Forward contracts

35

35

35

-

-

168,058

168,058

168,058

-

-

Interest bearing liabilities:

Loans and borrowings

110,400

110,772

95,960

14,812

-

Lease liabilities

40,529

48,152

12,816

20,249

15,087

150,929

158,924

108,776

35,061

15,087

318,987

326,982

276,834

35,061

15,087

Non-interest bearing assets:

Trade receivables (including interests)

393,156

393,156

393,156

-

-

Financial instruments

36,977

36,977

-

36,977

-

Cash and cash equivalents

2,500

2,500

2,500

-

-

432,633

432,633

395,656

36,977

-

Interest bearing assets:

Short-term loans

79,767

82,248

81,859

389

-

Long-term deposits

13

13

-

13

-

79,780

82,261

81,859

402

-

512,413

514,894

477,515

37,379

-

Net liquidity position

193,426

187,912

200,681

2,318

(15,087)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Liquidity risk management (continued)

Liquidity risk analysis (continued)

as at 31 December 2020

Net book value

Contracted cash flow

Up to one year

1 - 5 years

over 5 years

(in thousands of HRK)

Non-interest bearing liabilities:

Trade and interest payables

206,252

206,253

206,253

-

-

Forward contracts

66

66

66

-

-

206,318

206,319

206,319

-

-

Interest bearing liabilities:

Loans and borrowings

258,996

260,891

168,057

92,834

-

Financial lease liabilities

35,776

41,970

10,420

15,718

15,832

294,772

302,861

178,477

108,552

15,832

501,090

509,180

384,796

108,552

15,832

Non-interest bearing assets:

Trade receivables (including interests)

397,499

397,499

397,499

-

-

Financial instruments

36,956

36,956

-

36,956

-

Cash and cash equivalents

2,282

2,282

2,282

-

-

Forward contracts

49

49

49

-

-

436,786

436,786

399,830

36,956

-

Interest bearing assets:

Long-term and short-term loans

80,078

83,060

82,444

616

-

Long-term deposits

211

211

-

211

-

80,289

83,271

82,444

827

-

517,075

520,057

482,274

37,783

-

Net liquidity position

15,985

10,877

97,478

(70,769)

(15,832)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Market risks

(i)             Interest rate risk management

The Company continuously monitors interest rate changes and projections so that it could respond in a timely manner if necessary. Given that the Company has contracted most of its bank borrowings at a fixed interest rate, the Company is not significantly exposed to interest rate risk.

At the reporting date, exposure to changes in interest rates on borrowings and loans in accordance with the agreed dates of changes in interest rates is as follows:

2021

2020

 

(in thousands of HRK)

 

 

 

EURIBOR based bank loans

-

69,245

 

-

69,245

Interest rate sensitivity analysis

The sensitivity analysis below is determined based on the exposure to changes in contractual interest rates at the reporting date.

At the reporting date, the Company is not exposed to interest rate risk.

The estimated effect of an increase in interest rates of 50 basis points on the Company’s result before tax for the reporting period of 2020 is as follows:

as at 31 December 2020

 

Contractual cash flows

up to 1 year

from 1 to 2 years

from 2 to 5 years

 

 

(in thousands of HRK)

 

 

 

 

 

 

At currently applicable interest rates

69,850

40,034

29,816

-

At currently applicable interest rates + 50 basis points

70,171

40,281

29,890

-

Effect of increase of interest rate by 50 basis points

(321)

(247)

(74)

-

For floating rate liabilities, the analysis is prepared by calculating the effect of a reasonably possible increase in interest rates on floating rate debt on the expected contractual cash flows of such debt compared to those calculated using the interest rates applicable at the current reporting period end date.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Market risks (continued)

(ii)      Price risk

The Company’s success depends on adequate sources of raw materials, as well as their prices on the market, the efficiency of the production process and product distribution to its customers.

The cost of raw materials could have a significant role in the cost of finished products that the Company manufactures, therefore, it is subject to fluctuations of market prices of agricultural and food raw materials, whose impact cannot always be mitigated through the sale price for the buyer.

Protective customs and trade mechanisms in the EU protecting EU producers represent a risk in terms of increased customs duties (antidumping) for certain raw materials from third countries.

Also, frequent disruptions on the global market caused by environmental and geopolitical factors and a consolidation in the sector of primary production of raw materials, as well as global disruptions in the supply chain caused by the COVID-19 pandemic, have caused difficulties in the past period related to the availability of certain materials, which has resulted in a global increase in purchase prices.

Risks of raw material procurement and product delivery

The Company realises most of the procurement on the domestic market, while the majority of turnover with foreign suppliers relates to suppliers from EU member states.

Among procurement function risks, the risk of availability of goods on market is one of the most significant, due to its possible impact on the Company’s operations.

Over the last years, this risk is more prominent due to more frequent adverse weather conditions caused by climate change on the global level (long droughts, floods, etc.). The consequence are lower yields of some agricultural plants often coupled with their lower quality, which leads to the deficit of these raw materials in the free market (fresh and dried vegetables), even for several consecutive seasons. More frequent livestock diseases (African swine fever) cause global disruptions on the meat market, while political or social unrest in certain countries, state interventions on market (hazelnut, cocoa) or speculation with key agricultural and food products (wheat, sugar) are a constant threat in the global business environment. The global pandemic of the COVID-19 virus has further increased the supply risk, which is primarily manifested in the availability of the necessary materials due to the functioning of the entire supply chain in difficult circumstances.

Operating in such conditions, the procurement function of the Company minimizes these impacts through managing the strategic procurement categories and key suppliers, consolidation of purchasing volumes with the aim to strengthen market positions and ensure availability of raw materials for the production in required volumes, of satisfying quality and on time. Also, by continuously monitoring new technological solutions and introducing replacement raw materials where possible, the Company actively works on the mitigation and/or elimination of the risk of procurement of raw materials and availability of products.

Risks of price fluctuations of basic raw materials

The market of agricultural and food products, as the most significant source of raw materials for the Company, is among the most sensitive markets of the modern world. Therefore, the volatility of prices of agricultural and food raw materials is a significant element in the Company’s business environment, especially in conditions of prominent disruptions on the global and local markets. One of the reasons lies in the already mentioned risks of availability of goods due to environmental, geopolitical and social factors and speculations with key agricultural and food products, especially those in the wheat and sugar sectors. Exceptional price volatility is particularly relevant in the commodity market segment (hazelnut, sugar, spices, cocoa, powdered milk), and in the last year also in the segment of meat and meat products following the increased demand in the market of China.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Market risks (continued)

Risks of price fluctuations of basic raw materials (continued)

Protective customs and trade mechanisms in the EU that, on one hand, protect EU producers, on the other hand pose a risk in terms of increased customs duties (antidumping) for certain raw materials from third countries.

The global pandemic of the COVID-19 virus has further increased on the one hand the supply risk, which is primarily manifested in the availability of the necessary materials due to the functioning of the entire supply chain in difficult circumstances, but also the risk of price changes.

To minimise these impacts, the Company’s procurement function continuously monitors movements in prices and market trends, conducts joint tenders for certain strategic procurement categories, uses new procurement techniques (e-procurement, internet auctions) to increase the efficiency of the sourcing process and reduce the cost of procurement. Timely contracting, allocating a portion of risk to our suppliers, optimisation of material specifications and introduction of replacement raw materials, as well as active implementation of the Commodity Risk Management with strengthening of cost-driver analysis and technical analyses of all relevant inputs are only some of the measures taken by the Company for the purpose of best estimates of price movements and the minimisation of market price volatility risk.

 (iii) Currency risk

The carrying amounts of the Company’s foreign currency denominated financial assets and financial liabilities at the reporting date are as follows.

          Liabilities

               Assets

2021

2020

2021

2020

(in thousands of HRK)

(in thousands of HRK)

European Union (EUR)

141,586

174,690

84,053

115,880

USA (USD)

2,738

2,241

17,139

21,247

Poland (PLN)

61

30

21,592

19,759

Australia (AUD)

-

14

9,684

13,032

Russia (RUB)

-

-

13,816

15,520

Other currencies

3,682

2,392

13,533

12,816

148,067

179,367

159,817

198,254

Foreign currency sensitivity analysis

The Company performs certain transactions in foreign currencies and is therefore exposed to risks of changes in exchange rates, with the highest exposure during 2020 to changes in the exchange rate of the Croatian kuna against EUR, USD, RUB, AUD and PLN.

During 2021, the Company contracted derivative financial instruments to hedge currency risk aimed at hedging the planned exchange rate for 2021. Using Bloomberg terminal, macroeconomic projections are regularly being monitored and forward transactions are contracted based on projections, in line with the “Layer hedging” model.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Market risks (continued)

(iii) Currency risk (continued)

Foreign currency sensitivity analysis (continued)

Currency risks arise from operations with related parties in foreign markets and the purchase of food raw materials in the international market which is largely in EUR and USD. In addition, the Company has a part of borrowings denominated in EUR.

During 2021, the Company continued to apply the model of managing transaction currency risk. This model is applied to the following currencies: USD, AUD, CAD, RUB, CZK, HUF, RON and PLN. The integral parts of the model include the identification of risk sources and exposure measurement, process of contracting derivative financial instruments for hedging purposes and the control and reporting system. Additionally, within the model exposure limit parameters were set which are triggers for contracting prescribed hedging levels. This way, the currency risk is largely transferred from related parties to the Company that adjusts these cash inflows with outflows (natural hedging), thus reducing the overall exposure to currency risk, and also creating the opportunity to contract derivative financial instruments on the remaining amount of net cash flow at the central level.

During 2021, the Company concluded fx forward contracts for managing currency risk of the following foreign currencies: AUD, CAD, RUB, HUF, USD and PLN. Due to the exchange rate regime implemented by the Croatian National Bank, derivative financial instruments were not contracted for the exposure of the exchange rate of Croatian kuna against the EUR.

The currency risk analysis is based on the official exchange rates for the currencies analysed above as per the Croatian National Bank which were as follows, except for the Russian ruble for which the ECB exchange rate is used:

 

 

 

31 Dec 2021

31 Dec 2020

EUR

 

 

7.517174

7.536898

USD

 

 

6.643548

6.139039

AUD

 

 

4.824887

4.709678

PLN

1.635555

1.666312

RUB

 

 

0.088553

0.082025

The following table details the Company’s sensitivity to a 10% increase and decrease in Croatian kuna against the relevant foreign currencies where the Company has significant exposure (EUR, USD, AUD and PLN) while the sensitivity to RUB change was calculated with a exchange rate change of 30%. The sensitivity analysis includes only outstanding cash items in foreign currency and their translation at the end of the period based on the percentage change in currency exchange rates. The sensitivity analysis includes monetary assets and monetary liabilities in foreign currencies. A negative number below indicates a decrease in profit where Croatian kuna changes against the relevant currency for the percentage specified above. For an inversely proportional change of Croatian kuna against the relevant currency, there would be an equal and opposite impact on the profit.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Market risks (continued)

(iii) Currency risk (continued)

Foreign currency sensitivity analysis (continued)

      EUR exposure

       USD exposure

2021

2020

2021

2020

(in thousands of HRK)

(in thousands of HRK)

Increase/(decrease) of net result +10%

(5,753)

(5,881)

1,440

1,901

Increase/(decrease) of net result -10%

5,753

5,881

(1,440)

(1,901)

 

 

 

     PLN exposure

       AUD exposure

 

2021

2020

2021

2020

 

(in thousands of HRK)

(in thousands of HRK)

 

 

Increase/(decrease) of net result +10%

2,153

1,973

968

1,302

Increase/(decrease) of net result -10%

(2,153)

(1,973)

(968)

(1,302)

 

 

 

 

 

 

     RUB exposure

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

 

 

 

Increase/(decrease) of net result +30%

4,145

4,656

 

 

Increase/(decrease) of net result -30%

(4,145)

(4,656)

 

 

(iv)     Sales function based risks

The Company generates 50% (2020: 50%) of its revenue on the domestic market, whereas 50% (2020: 50%) of the sales are generated on international markets. The Company determines the selling prices and rebates in accordance with the macroeconomic conditions prevailing in each of the markets, which is at the same time the maximum sales function based risk.

As for domestic operations, the Company expects increased risks associated with maintaining market position. To lessen this effect, the Company aims to further strengthen its competitiveness by increasing productivity, modernising its technology and strengthening its product brands.

The Company is making efforts through harmonization and optimization of existing pricing policies and price levels for existing markets in the EU/CEE to secure a basis for the continuing successful long-term growth and avoid decrease in profit margins.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Financial risk management (continued)

Business risks management

Industry risks

In the food industry, market trends as well as consumer habits change in a very short period of time. Due to this risk, the Company seeks to constantly improve the processes and meet market conditions. In the food industry, where the focus is on products and brands, the Company complies with legislative, health and manufacturing regulations. Clear legal regulation creates most of the production and sales processes within the Company and is subject to change, depending on the bodies adopting it. One of the major risks associated with the food industry is consumer health. All production processes are subject to international standards. By implementing better internal processes, the Company seeks to eliminate the majority of potential threats. The use of EU funds seeks to improve all business processes in the company and improve business at all levels in accordance with the guidelines and focuses of EU business.

At the time of the corona crisis, the food industry proved to be important in overcoming crisis situations. Disruptions in global supply chains pose a challenge to food producers, who have to contend with shortages of certain raw materials and difficult production conditions. Timely production planning and taking into account all unforeseen circumstances reduces the risk of production unreadiness to respond to extraordinary demands. The shortage of skilled labour due to the pandemic can greatly jeopardize production processes and their smooth and timely operation. Preventive measures to prevent the spread of virus infection in production facilities are of immense importance for the production.

Competition risk

The Company sells products both on the Croatian and international markets, and is exposed to numerous competitors in all product categories. Innovations, adjustments of the product price, quality and packaging are key changes that the Company is paying attention to in order to be different from competition.

In addition, the reputation of the brand, or the Company, is intangible value that differentiates it from the competition and creates the advantage. The fact that the Company is focused on securing the highest level of quality of its products contributes to the reputation that depends on many own products on the market on a daily basis.

Monitoring of consumer habits and preferences that are subject to constant changes, and adjustments to them, are one of a series of activities that the Company undertakes to maintain and increase the existing market positions and margins. An important element in the struggle with major international competitors is the difference between the financial resources needed for the overall promotion and sales of products, and it is often the key factor in reaching out to a new consumer.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Business risks management (continued)

Risks of IT system disruptions

The Company intensely uses IT systems that enable it to efficiently manage the Company, communicate with customers and suppliers, and collect all the information that management can rely on in making decisions.

Given the high degree of automation of business processes through the use of IT systems, the Company takes the necessary measures to minimise IT system disruptions due to problems with IT equipment, the space in which it is located, viruses and unauthorised external breaches into the systems.

As each IT system disruption causes significant problems in operating systems and financial losses, the Company has implemented IT system recovery procedures through the construction of an auxiliary IT room that assumes the function of the main IT system room in case of a problem. In the normal operating mode, both IT system rooms work in the active-active mode.

The Company regularly conducts internal and external penetration tests (conducted by external independent security experts) to minimise the risk of using system vulnerabilities for the spread of viruses and the risk of unwanted external breaches into the IT systems.

Also, following the implementation of advance security monitoring systems, monitored on a daily basis, the risk of external breaches into the Company’s IT systems is additionally reduced.

Podravka d.d. has implemented the ISO 27001 standard aimed at additionally strengthening security procedures and raising awareness of IT security among the Company’s employees.

Human resource risk management

Business ethics and excellence, commitment to achieving goals and to work, extra effort and commitment, and daily commitment, growth and development are the basis of the Company’s success and the characteristics of its employees.

Respect and trust, as well as teamwork based on dialogue and transparency in work, are encouraged and supported and form a solid foundation for continuous progress.

Through a series of proactive measures, the Company creates an environment where employees are engaged and loyal. The Company recognizes and rewards individuals who achieve excellent results, show exceptional effort and encourage innovation and efficiency.

In 2021, the Company identified the main risks related to human capital:

• Timely recruitment and retention of skilled labour for the needs of Production

• Unfavourable age structure of employees and retirement in the coming years

A new Human Resources Strategy has been defined, with some of the main pillars being Workforce transformation and renewal, and Professional development and new career options.



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 34 – RISK MANAGEMENT (CONTINUED)

Business risks management (continued)

Human resource risk management (continued)

The Company addresses these risks and will focus on specific initiatives/activities aimed at minimizing the main risks:

1. Intensifying cooperation with educational institutions

2. Employment of young workers

3. Programs for trainees and new employees

4. Supply of workforce from new pools

5. Programs that encourage intergenerational and multicultural cooperation and understanding

6. Employer image management

In addition, the Company uses a number of other proactive measures and controls to minimise possible risks.

Climate related risk

Food manufacturing, the main business activity of the Company, is not eligible according to the EU Taxonomy Climate Delegated Act, meaning both business activities doesn't have significant negative effect on climate as production processes don't emit large amounts of Greenhouse Gases. Environment protection is one of the Company's priorities and is implemented throughout the principles of sustainable development and clean production. All of the activities have to be aligned with national legal framework regarding environment protection as well as regulations of the country in which the company operates. In case of non-existing of own legal framework, international standards apply.

The Company is obliged to rational use of best sources of energy and raw material, waste management and constant prevention of negative influence on the environment, for production and for its products and services. According to Environment Protection Policy, the Company takes actions in its own environment as well, where finding integral solutions for Greenhouse Gas emission reduction is one of the goals set in the Policy.

CO2 is the only Greenhouse Gas emitted as a result of production process, while there is no other Greenhouse Gasses emission. Throughout logistic and distribution part of the business (vehicle fleet) CO2 is emitted as well as very small amounts of CH4 and N2O, which is visible in the difference between total CO2 and total GHG. Investments in vehicle fleet and purchase of new EURO VI norm vehicles resulted in decrease in CO2 emission in 2021 in respect to comparative period.

Use of renewable energy sources is increasingly represented in the production process (wood chips boiler room and photovoltaic power plant on Kalnik factory), while trough planed capital expenditures (new photovoltaic power plant in Danica factory area), the portion of use of renewable energy on the Company’s level will further increase.

Investments into energy efficiency upgrade of real estates and machinery result in reduction in use of energy sources and further decrease of CO2 emission and related negative effect on climate.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 35 – SHARE-BASED PAYMENTS

Employee share options

Options for the purchase of Podravka d.d. shares were granted to key management of the Company. The exercise price of the granted option equals the weighted average share price of Podravka d.d. shares as per the Zagreb Stock Exchange in the year the option is granted. The vesting period normally starts at the date of option contract signed. Options are acquired separately for each business year.

Share purchase options may be exercised after the expiration of at least two and at most five years from the year to which the share purchase option applies. In case of termination of employment, the acquired options can be exercised within 3 years from the date of termination of employment..

The following share-based payment options were effective as at 31 December 2021:

Date of issue

Number of options

Vesting terms

Contracted  vesting period

Options granted to key management

As at 12 December 2017

2,000

    Employment until contracted vesting period

30.06.2023.

As at 17 March 2017

2,000

    Employment until contracted vesting period

31.12.2022.

As at 17 May 2017

5,000

    Employment until contracted vesting period

31.12.2022.

As at 17 May 2017

7,000

    Employment until contracted vesting period

06.01.2024.

As at 21 July 2017

5,000

    Employment until contracted vesting period

31.12.2022.

As at 1 May 2018

2,000

    Employment until contracted vesting period

31.12.2022.

As at 31 July 2018

28,500

    Employment until contracted vesting period

31.12.2023.

As at 31 July 2018

10,000

    Employment until contracted vesting period

06.01.2024.

As at 10 December 2019

22,500

    Employment until contracted vesting period

31.12.2024.

As at 28 May 2019

7,500

    Employment until contracted vesting period

31.12.2024.

As at 10 December 2019

10,000

    Employment until contracted vesting period

06.01.2024.

As at 29 September 2020

22,500

    Employment until contracted vesting period

31.12.2025.

As at 29 September 2020

10,000

    Employment until contracted vesting period

06.01.2024.

As at 2 December 2020

13,200

    Employment until contracted vesting period

31.12.2025.

As at 2 December 2020

3,300

    Employment until contracted vesting period

31.03.2024.

As at 30 April 2021

32,500

    Employment until contracted vesting period

31.12.2026.

Total

183,000

 

 

 



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 35 – SHARE-BASED PAYMENTS (CONTINUED)

Employee share options (continued)

Fair value measurement

The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility (based on an evaluation of the historical volatility of the share price, particularly over the historical period commensurate with the expected term), expected term of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). In accordance with the input variables used, the fair value estimate of the option is categorised in the fair value hierarchy as level 1 (note 7). Service and non-market performance conditions are not taken into account in determining fair value.

Input variables for calculation of fair value:

Share option programme for key management

2021

2020

Fair value at grant date in kuna

124

111

Share price in kuna at grant date (weighted average)

460

414

Exercise price in kuna (weighted average)

420

381

Expected volatility (weighted average)

19%

18%

Expected life (weighted average in years)

2.5

2.7

Risk-free interest rate (based on government bonds)

3.51%

3.79%

Expense recognised in profit or loss

 

2021

2020

(in thousands of HRK)

Equity-settled share-based payment transactions

4,783

8,566

The exercise price of share options for key management falls within the range HRK 317 to HRK 589.

Movement in the number of share options and respective exercise prices in HRK is as follows:

2021

2020

Number of options

Weighted average exercise price

Number of options

Weighted average exercise price

Outstanding at 1 January

172,500

381

143,217

362

Exercised

(22,000)

363

(19,717)

325

Granted

32,500

632

49,000

485

At 31 December

183,000

420

172,500

381

Unused as at 31 December

84,800

355

40,500

355

As at 31 December 2021, there are 183,000 of outstanding options (2020: 172,500 options). During 2021, 22,000 options were exercised (2020: 19,717 options).

The weighted average exercise price of outstanding options at the end of 2021 is HRK 420 (2020: HRK 381). The price of all unexercised share options is lower than the share market price as at 31 December 2021. The weighted average remaining validity of options is 2.5 years at year end (2020: 2.7 years).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS

Transactions with subsidiaries

REVENUE

Sales revenue

Revenue from sale of products and merchandise

Revenue from services

2021

2020

2021

2020

(in thousands of HRK)

(in thousands of HRK)

Company:

Podravka d.o.o. Sarajevo, Sarajevo

158,079

150,358

779

707

Podravka d.o.o. Ljubljana, Ljubljana

130,973

132,456

2,134

2,088

Podravka-Polska Sp.z o.o., Warszaw

98,667

97,321

692

741

Podravka d.o.o. Beograd, Beograd

75,831

83,579

513

605

Podravka-Int.Deutschland-"Konar" GmbH, Munchen

80,986

72,208

206

379

Podravka d.o.o.el. Petrovec, Petrovec

68,507

64,255

486

541

Podravka USA Inc, New York

50,046

47,209

947

522

Podravka-International Pty. Ltd., Silverwater

32,432

33,935

64

77

Podravka d.o.o. Podgorica, Podgorica

31,038

26,296

213

176

Podravka d.o.o., Moscow

28,528

31,696

47

1

Mirna d.d., Rovinj

24,019

32,114

2,686

2,680

Podravka International s. r. l., Bucharest

22,655

18,395

70

5

Podravka-International s r.o., Zvolen

20,821

18,074

243

294

Podravka-International Kft., Budapest

15,135

15,878

205

181

Podravka – Lagris a.s., Dolni Lhota in Luhačovic

14,229

13,319

632

650

Podravka EOOD, Sofija

3,953

2,629

19

-

Žito d.o.o., Ljubljana

984

799

3,621

3,421

Belupo d.d., Koprivnica

78

72

10,007

24,646

Ljekarne Deltis Pharm, Koprivnica

6

7

-

2

Belupo d.o.o. el Skopje, Skopje

-

-

23

18

Farmavita d.o.o. Sarajevo, Vogošće

-

-

455

355

Belupo d.o.o. Ljubljana, Ljubljana

-

-

38

29

Total related party sales

856,967

840,600

24,080

38,118



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS (CONTINUED)

REVENUE (continued)

Investment revenue

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

Dividends from subsidiaries

 

 

69,851

61,671

Interest income

 

 

2,661

2,995

 

 

 

72,512

64,666

EXPENSES

Payments to Supervisory Board, members of the Management Board and directors 

Payments of members of the Management Board and directors:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Salaries, bonuses and other benefits paid

 

 

28,296

26,336

Share-based payments reimbursement

 

 

2,634

-

 

 

30,930

26,336

Management of the Company which consists of the Management Board and directors has 33 persons (2020: 34 persons).

During 2021, options were exercised by the active members of the Management Board and directors in the amount of HRK 2,634 thousand (2020: HRK 0 thousand). For details see note 35.

During 2021, a total of HRK 2,041 thousand was paid as compensation to members of the Supervisory Board (2020: HRK 2,006 thousand).

LOANS RECEIVABLE

Loans receivable

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

At beginning of year 

 

 

80,073

25,331

Increase during the year

 

 

-

75,807

Repayments received

 

 

(1,406)

(15,966)

Other changes

 

 

1,067

(5,095)

Foreign exchange difference

 

 

29

(4)

At end of year

 

 

79,763

80,073

Maturity: within one year

 

 

(79,398)

(79,554)

Non-current loans receivable

 

 

365

519

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS (CONTINUED)

LOANS RECEIVABLE (CONTINUED)

Loans receivable (continued)

The reported net receivables from related parties include loans to subsidiaries as follows:

Interest rate

2021

2020

(in thousands of HRK)

Mirna d.d., Rovinj

3.00% p.a.

79,398

79,398

Podravka Gulf FZE, Dubai

3.00% p.a.

365

337

Podravka-International S.R.L., Bucharest

3.00% p.a.

-

338

79,763

80,073

The average interest rate is 3.00% p.a. The maturity of long-term loans is as follows:

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

Between 1 and 2 years

 

 

183

338

Between 2 and 5 years

 

 

182

181

 

 

 

365

519



NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS (CONTINUED)

TRADE RECEIVABLES AND PAYABLES

Current trade receivables

Current trade payables

2021

2020

2021

2020

(in thousands of HRK)

(in thousands of HRK)

Company:

Podravka d.o.o. Beograd, Beograd

42,603

55,682

-

-

Mirna d.d., Rovinj

39,636

25,253

719

3,688

Podravka-Polska Sp.z o.o., Warszaw

21,592

19,761

-

-

Podravka  USA Inc., New York

11,948

11,133

-

-

Podravka d.o.o. Ljubljana, Ljubljana

11,367

17,453

-

-

Podravka-International Pty. Ltd., Silverwater

9,684

13,034

-

-

Podravka d.o.o., Moscow

8,341

10,031

-

-

Podravka International S. R. L., Bucharest

8,115

7,449

1,085

-

Podravka d.o.o. Podgorica, Podgorica

5,346

9,143

-

53

Podravka-Int.Deutschland-„Konar“ GmbH, Munchen

3,904

4,075

-

-

Podravka – Lagris a.s., Dolni Lhota in Luhačovic

3,301

2,279

1,113

609

Podravka d.o.o. Sarajevo, Sarajevo

3,054

11,543

5,987

-

Podravka EOOD, Sofia

1,821

224

-

-

Belupo d.d., Koprivnica

1,710

14,967

480

400

Žito maloprodaja d.o.o., Ljubljana

677

-

13,297

-

Žito d.o.o., Ljubljana

-

1,706

-

14,741

Podravka-International Kft., Budapest

433

1,289

373

169

Podravka-International s r.o., Zvolen

379

890

-

-

Podravka d.o.o.el Petrovec, Petrovec

257

2,273

78

37

Farmavita d.o.o. Sarajevo, Vogošća

152

118

-

-

Belupo d.o.o.el Skopje, Skopje

4

-

-

-

Ljekarne Deltis Pharm, Koprivnica

1

1

30

6

Belupo d.o.o. Ljubljana, Ljubljana

-

7

-

-

Podravka Gulf Fze, Dubai

-

-

1,869

929

Total related party receivables and payables

174,325

208,311

25,031

20,632

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS (CONTINUED)

OTHER RECEIVABLES

Other interest receivables from related parties

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

Mirna d.d., Rovinj

 

 

2,607

2,471

FOODPRO Limited, Dar es Salaam

 

 

665

1,274

Podravka Gulf FZE, Dubai

 

 

11

323

Podravka International S. R. L., Bucharest

 

 

-

2

Write-offs

 

 

(665)

(1,185)

 

 

 

2,618

2,885

Guarantees and warranties to subsidiaries

 

 

 

2021

2020

 

 

 

(in thousands of HRK)

 

 

 

 

 

Belupo d.d., Koprivnica

 

 

209,712

207,264

Podravka – Lagris a.s., Dolni Lhota in Luhačovic

 

 

66,252

63,364

Žito d.o.o., Ljubljana

 

 

40,592

-

Podravka d.o.o. Beograd, Beograd

 

 

337

1,346

Mirna d.d., Rovinj

 

 

-

58,527

Podravka - International Kft, Budapest

 

 

-

754

 

 

 

316,893

331,255

BORROWINGS

2021

2020

(in thousands of HRK)

Podravka - International Kft, Budapest

1,140

1,159

1,140

1,159

In 2021, the Company extended the final maturity of a borrowing from the related company Podravka-International Kft, Budapest in the amount of HUF 56 million with maturity until 7 September 2022, and an interest rate of 2.28%.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 36 – RELATED PARTY TRANSACTIONS (CONTINUED)

INTEREST PAYABLE

2021

2020

(in thousands of HRK)

Podravka-International Kft., Budapest

2

3

2

3

NOTE 37 – CONTINGENT LIABILITIES

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Guarantees – related parties

 

 

316,893

318,152

Guarantees – third parties

7,658

9,355

 

 

324,551

327,507

Guarantees and warranties given relate to the potential liability of the Company on the basis of borrowings of related parties, customs guarantees, guarantees for transit procedures, and partly to performance guarantees given to customers.

With respect to guarantees and warranties granted, contingent liabilities have not been recognised in the separate statement of financial position as at 31 December, as management estimated that as at 31 December 2021 and 2020 it is not probable that they will result in liabilities for the Company.

NOTE 38 – COMMITMENTS

In 2021, the purchase costs of tangible fixed assets contracted with suppliers amounted to HRK 136,051 thousand (2020: HRK 18,305 thousand), which are not yet realised or recognised in the statement of financial position.

Contracted payments of liabilities under the contract on mutual guarantees concluded with Žito d.o.o. amount to HRK 34 thousand (2020: HRK 1,866 thousand with Žito d.o.o. and Belupo d.d.).

The future payments under operating leases in 2021 relate to the usage of IT equipment, mobile phones and other operating leases as follows:

 

 

2021

2020

 

 

(in thousands of HRK)

 

 

Up to 1 year

 

 

5,483

6,184

From 1 to 5 years

 

 

7,266

5,612

 

 

12,749

11,796

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

NOTE 39 – EVENTS AFTER THE REPORTING DATE

Decision on the appointment of the Companys Management Board

At the meeting of the PODRAVKA d.d. Supervisory Board held on 4 February 2022, the decision was made on the appointment of the President and members of the Management Board of Podravka d.d.

The Management Board of Podravka d.d. appointments:

1. Martina Dalić – President of the Management Board of Podravka d.d.

2. Davor Doko – member of the Management Board of Podravka d.d.

3. Ivan Ostojić – member of the Management Board of Podravka d.d.

4. Ljiljana Šapina – member of the Management Board of Podravka d.d.

5. Milan Tadić – member of the Management Board of Podravka d.d.

The mandate of the appointed President and members of the Management Board of Podravka d.d. starts on 24 February 2022 and lasts until 23 February 2027, except for the appointed member of the Management Board Ivan Ostojić, whose term of office starts on 1 July 2022 and lasts until the expiration of the term of the entire Management Board.

Also, on 4 February 2022, in accordance with Articles 260a and 261 of the Companies Act, the company received the resignation of a member of the Company’s Supervisory Board, Ivan Ostojić, which enters into force on 30 June 2022.

The impact of the Russia-Ukraine crisis on the Companys business

The Company generates 2% of total annual sales revenues in the markets of Russia and Ukraine. Trade receivables are partly insured.

The Company  has made an assessment impact of changes in the exchange rate of the Russian ruble on items of outstanding receivables and liabilities. Recalculated value of the same items of receivables and liabilities at the exchange rate of the Russian ruble is about 30% lower than the value of these items at the date of the financial statements.

The Company will feel the negative consequences of the Russia-Ukraine crisis, as well as the sanctions imposed on Russia, but their scope and intensity cannot be estimated or quantified at the moment. The Company continuously monitors the development of events, assesses the risks and possibilities of their mitigation.

The Company’s exposure to Russia and Ukraine does not require any adjustments to these financial statements as at 31 December 2021, and is not expected to jeopardize the business continuity.

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