KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k.
ul. Inflancka 4A, 00-189 Warsaw, Poland
tel. +48 (22) 528 11 00, fax +48 (22) 528 10 09, kpmg@kpmg.pl
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., a Polish limited
partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
Company registered at the District Court
for the capital city of Warsaw in Warsaw,
12th Commercial Division of the National
Business Register.
KRS 0000339379
NIP: 527-26-15-362
REGON: 142078130
This document is a free translation of the Polish original. Terminology current
in Anglo-Saxon countries has been used where practicable for the purposes
of this translation in order to aid understanding. The binding Polish original
should be referred to in matters of interpretation.
Independent Auditor's
Report
To the General Shareholders’ Meeting and Supervisory Board
of Toya S.A.
Report on the Audit of the Annual Consolidated Financial Statements
Opinion
We have audited the accompanying annual consolidated financial statements of Toya S.A. Group (the
“Group”), whose parent entity is Toya S.A. (the „Parent Entity”), which comprise:
the consolidated statement of financial position as at 31 December 2022;
and, for the period from 1 January to 31 December 2022:
the consolidated statement of profit or loss and other comprehensive income;
the consolidated statement of changes in equity;
the consolidated statement of cash flows;
and
accounting policy and other explanatory notes;
(the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements of the Group:
give a true and fair view of the consolidated financial position of the Group as at 31 December
2022 and of its consolidated financial performance and its consolidated cash flows for the financial
year then ended in accordance with International Financial Reporting Standards, as adopted by
the European Union (“IFRS EU”) and the adopted accounting policy;
comply, in all material respects, with regard to form and content, with applicable laws and the
provisions of the Parent Entity's articles of association.
Our audit opinion on the consolidated financial statements is consistent with our report to the Audit
Committee dated 21 March 2023.
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Basis for Opinion
We conducted our audit in accordance with:
International Standards on Auditing as adopted by the National Council of Statutory Auditors as
National Standards on Auditing (the “NSA”); and
the act on statutory auditors, audit firms and public oversight dated 11 May 2017 (the “Act on
statutory auditors”); and
regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on
specific requirements regarding statutory audit of public-interest entities and repealing
Commission Decision 2005/909/EC (the “EU Regulation”); and
other applicable laws.
Our responsibilities under those standards and regulations are further described in the Auditor’s
Responsibility for the Audit of the Consolidated Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence and Ethics
We are independent of the Group in accordance with International Ethics Standards Board for
Accountants International Code of Ethics for Professional Accountants (including International
Independence Standards) (“IESBA Code”) as adopted by the resolution of the National Council of
Statutory Auditors („NCSA”), together with the ethical requirements that are relevant to our audit of the
consolidated financial statements in Poland and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code. During our audit the key statutory auditor
and the audit firm remained independent of the Group in accordance with requirements of the Act on
statutory auditors and the EU Regulation.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. They are the most significant
assessed risks of material misstatements, including those due to fraud. Key audit matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon we have summarised our response to those risks. We do not provide
a separate opinion on these matters. We have determined the following key audit matters:
Revenue recognition
Revenue for the year 2022: PLN 762 590 thousand (for the year 2021: PLN 686 737 thousand).
Refer to disclosures in the separate financial statements: Note 3.23 „Revenue recognition”, Note 23
„Operating segments” and Note 24 „Sales revenue”.
Key audit matter Our response
In the year ended 31 December 2022, the
Group’s sale of goods accounted for total
revenue in the consolidated financial statements.
The revenue from sales is one of the key
indicator for the assessment of Group’s
performance, the Management bonus system as
well as is of analysts and investors interest, that
significantly increase the risk of fraud through the
Our audit procedures in the area included,
among other things:
assessing the Group’s revenue recognition
policy for compliance with relevant provisions
of the financial reporting standards;
evaluating design and implementation of
internal control regarding the time of revenue
recognition and segregation of duties
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recognition of non-existent sale transactions in
the consolidated financial statements.
Furthermore, part of the Group’s revenue from
sales require complex analysis in identifying the
time when performance obligation is satisfied,
therefore the appropriate time of revenue
recognition.
In the wake of the above factors, we have
considered revenue recognition to be associated
with a significant risk of material misstatement in
the consolidated financial statements. Therefore,
the area required our increased attention in the
audit and as such was determined to be a key
audit matter.
implemented in the revenue recognition
process in order to mitigate the risk of fraud
in the separate financial statements;
analysis of significant credit notes issued
after the balance sheet date in terms of
revenue recognition correctness in audited
financial year;
based on selected sample confirmation of
sale transactions to a source documentation
such as: invoices and transport documents
or confirmation of payment;
assessing for reasonableness the amount of
sales throughout comparison of revenue
recognized in 2022 with the amount of sales
expected by us, based on the cashflow
analysis adjusted among others by change in
the balance of receivables;
analysis of selected samples Group’s sale
transactions on the turn-of-the-year in terms
of revenue recognition in appropriate time
throughout verification of source
documentation such as sale invoices and
transportation evidence confirming delivery
of goods;
examining appropriateness and
completeness of revenue recognition-related
disclosures in the financial statements
regarding to relevant information required by
the applicable financial reporting standards.
Responsibility of the Management Board and Supervisory Board of the Parent Entity for the
Consolidated Financial Statements
The Management Board of the Parent Entity is responsible for the preparation of consolidated
financial statements that give a true and fair view in accordance with IFRS EU, the adopted accounting
policy, the applicable laws and the provisions of the Parent Entity's articles of association and for such
internal control as the Management Board of the Parent Entity determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the consolidated financial statements, the Management Board of the Parent Entity is
responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
Management Board of the Parent Entity either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
According to the accounting act dated 29 September 1994 (the “Accounting Act”), the Management
Board and members of the Supervisory Board of the Parent Entity are required to ensure that the
consolidated financial statements are in compliance with the requirements set forth in the Accounting
Act. Members of the Supervisory Board of the Parent Entity are responsible for overseeing the
Group’s financial reporting process.
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Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with NSAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
The scope of audit does not include assurance on the future viability of the Group or on the efficiency
or effectiveness with which the Management Board of the Parent Entity has conducted or will conduct
the affairs of the Group.
As part of an audit in accordance with NSAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board of the Parent Entity;
conclude on the appropriateness of the Management Board of the Parent Entity’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report on the audit of the consolidated financial
statements to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report on the audit of the consolidated financial
statements. However, future events or conditions may cause the Group to cease to continue as
a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the Audit Committee of the Parent Entity regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We provide the Audit Committee of the Parent Entity with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee of the Parent Entity, we determine those
matters that were of most significance in the audit of the consolidated financial statements of the
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current reporting period and are therefore the key audit matters. We describe these matters in our
auditors’ report on the audit of the consolidated financial statements unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Information
The other information comprises:
the letter of the President of the Management Board;
the selected financial data;
the Directors’ Report on the operations of TOYA S.A. Capital Group for the year ended 31
December 2022 (the “Report on activities”), including the corporate governance statement, which
is a separate part of the Report on activities;
the statement of the Management Board regarding the preparation of the consolidated financial
statements and report on activities;
the Management Board’s information regarding the appointment of the audit firm;
the statement of the Supervisory Board regarding the Audit Committee; and
the Supervisory Board’s assessment of the consolidated financial statements and the report on
activities;
(together the “other information”).
Responsibility of the Management Board and Supervisory Board
The Management Board of the Parent Entity is responsible for the other information in accordance
with applicable laws.
The Management Board and members of the Supervisory Board of the Parent Entity are required to
ensure that the report on activities, including each of its separate parts, is in compliance with the
requirements set forth in the Accounting Act.
Auditor’s Responsibility
Our opinion on the consolidated financial statements does not cover the other information.
In connection with our audit of the consolidated financial statements, our responsibility was to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement in the other information, we are required to report that fact.
In accordance with the Act on statutory auditors our responsibility was to report if the report on
activities was prepared in accordance with applicable laws and the information given in the report on
activities is consistent with the consolidated financial statements.
Moreover, in accordance with the requirements of the Act on statutory auditors our responsibility was
to report whether the Group included in the statement on corporate governance the information
required by the applicable laws and regulations, and in relation to specific information indicated in
those laws or regulations, to determine whether it complies with the applicable laws and is consistent
with the consolidated financial statements.
Opinion on the Report on Activities
Based on the work undertaken in the course of our audit of the consolidated financial statements, in
our opinion, the accompanying report on activities, in all material respects:
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has been prepared in accordance with applicable laws, and
is consistent with the consolidated financial statements.
Opinion on the Statement on Corporate Governance
In our opinion, the corporate governance statement, which is a separate part of the report on activities,
includes the information required by paragraph 70 subparagraph 6 point 5 of the Decree of the
Ministry of Finance dated 29 March 2018 on current and periodic information provided by issuers of
securities and the conditions for recognition as equivalent of information required by the laws of a non-
member state (the “decree”).
Furthermore, in our opinion, the information identified in paragraph 70 subparagraph 6 point 5 letter c-
f, h and letter i of the decree, included in the corporate governance statement, in all material respects:
has been prepared in accordance with applicable laws; and
is consistent with the consolidated financial statements.
Statement on other Information
Furthermore, based on our knowledge about the Group and its environment obtained in the audit of
the consolidated financial statements, we have not identified material misstatements in the report on
activities and the other information.
Report on Other Legal and Regulatory Requirements
Statement on Services Other than Audit of the Financial Statements
To the best of our knowledge and belief, we did not provide prohibited non-audit services referred to in
Art. 5 paragraph 1 second subparagraph of the EU Regulation and Art. 136 of the act on statutory
auditors.
Appointment of the Audit Firm
We have been appointed for the first time to audit the annual consolidated financial statements of the
Group by resolution of the Supervisory Board dated 10 December 2019. Our period of total
uninterrupted engagement is 3 years, covering the periods ended 31 December 2020 to 31 December
2022.
Opinion on Compliance of the Consolidated Financial Statements Prepared in the Single
Electronic Reporting Format with the Requirements of the Regulatory Technical Standards
on the Specification of a Single Electronic Reporting Format
As part of our audit of the consolidated financial statements we were engaged to perform a reasonable
assurance engagement in order to express an opinion on whether the consolidated financial
statements of the Group as at 31 December 2022 and for the year then ended prepared in the single
electronic reporting format included in the reporting package named FILE NAME.zip (the “consolidated
financial statements in the ESEF format”) were tagged in accordance with the requirements specified
in the Commission Delegated Regulation (EU) of 17 December 2018 supplementing Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory technical
standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Defining the Criteria and Description of the Subject Matter of the Service
The consolidated financial statements in the ESEF format have been prepared by the Management
Board of the Parent Entity to meet the tagging requirements and technical requirements for the
specification of a single electronic reporting format, which are defined in the ESEF Regulation. The
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subject of our assurance service is the compliance of the tagging of the consolidated financial
statements in the ESEF format with the requirements of the ESEF Regulation, and the requirements
set out in these regulations are, in our opinion, appropriate criteria for our opinion.
Responsibility of the Management Board and Supervisory Board of the Parent Entity
The Management Board of the Parent Entity is responsible for the preparation of consolidated
financial statements in the ESEF format in accordance with the tagging requirements and technical
conditions of a single electronic reporting format, which are specified in the ESEF Regulation. Such
responsibility includes the selection and application of appropriate XBRL tags using the taxonomy
specified in that regulation.
This responsibility of the Management Board of the Parent Entity includes designing, implementing
and maintaining internal control relevant to the preparation of the consolidated financial statements in
the ESEF format that is free from material non-compliance with requirements specified in the ESEF
Regulation, whether due to fraud or error.
The members of the Parent Entity’s Supervisory Board are responsible for overseeing the financial
reporting process, including the preparation of financial statements in the format required by applicable
law.
Auditor’s Responsibility
Our objective is to issue an opinion about whether the consolidated financial statements in the ESEF
format were tagged in accordance with the requirements specified in the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Services
Other than Audit or Review 3001PL “Audit of financial statements prepared in a single electronic
reporting format” as adopted by the NCSA (“NSAE 3001PL”) and where applicable, in accordance with
the International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements
Other than Audits or Reviews of Historical Financial Information” as adopted by the NCSA as the
National Standard on Assurance Engagement 3000 (Revised) (“NSAE 3000 (R)”). These standards
requires that the auditor plans and performs procedures to obtain reasonable assurance about
whether the consolidated financial statements in the ESEF format were prepared in accordance with
specified criteria.
Reasonable assurance is a high level of assurance, but it is not guaranteed that the assurance
engagement conducted in accordance with NSAE 3001PL and where applicable, in accordance with
NSAE 3000 (R) will always detect material misstatement.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatements, whether due to fraud or error. In making those risk assessments, the auditor
has considered internal controls relevant to the preparation of the consolidated financial statements in
the ESEF format in accordance with the specified criteria in order to design procedures that are
appropriate, which provide the auditor with sufficient and appropriate evidence under the
circumstances. The assessment of internal controls was not performed for the purpose of expressing
an opinion thereon.
Summary of the Work Performed
Our procedures planned and performed included, among others:
obtaining an understanding of the process of preparing the consolidated financial statements in
the ESEF format, including selection and application of XBRL tags by the Parent Entity and
ensuring compliance with the ESEF Regulation, including an understanding of the mechanisms of
internal control relevant to this process,
reconciling the tagged information included in the consolidated financial statements in the ESEF
format to the audited consolidated financial statements,
assessing, by using a specialized IT tool, compliance with the regulatory technical standards
regarding the specification of a single electronic reporting format,
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assessing the completeness of tagging with respect to
- all numbers in a declared currency disclosed in the consolidated statement of financial
position, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows in
the consolidated financial statements in the ESEF format
- notes comprising a summary of significant accounting policies and other explanatory
information on a sample of XBRL tags, in particular block tags, in accordance with the
mandatory elements of the core taxonomy contained in Annex II of ESEF Regulation,
inspecting, on a sample basis, the block tagging to assess whether the regulatory technical
standards ‘requirement has been correctly applied to include the relevant data within the scope of
the digital tag, on a sample basis
assessing whether the XBRL tags from the core taxonomy specified in the ESEF Regulation were
properly applied, and whether the taxonomy extensions were used in situations where the closest
core taxonomy element could misrepresent the accounting meaning of the disclosure,
assessing the correctness of anchoring of the applied taxonomy extensions in the core taxonomy
specified in the ESEF Regulation,
inspecting, on a sample basis, how the data is presented within the digital tag to assess whether
the presentation is reasonable within the boundaries of the technical capabilities connected with
block tagging.
Requirements of the Quality Control and Ethical Requirements, including Independence
The firm applies International Standard on Quality Management (PL) 1 “Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagement” as adopted by the Council of Polish Agency for Audit Oversight as National Standard on
Quality Control 1, which requires us to design, implement and operate a system of quality
management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
We have complied with the independence and other ethical requirements of the IESBA Code as
adopted by the resolution of the NCSA, which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behaviour as well
as other independence and ethical requirements, applicable to this assurance engagement in Poland.
Opinion on Compliance with the Requirements of ESEF Regulation
Our opinion has been formed on the basis of, and is subject to, the matters outlined above.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion on compliance with the requirements of the ESEF Regulation.
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In our opinion, the consolidated financial statements in the ESEF format as at 31 December 2022 and
for the year then ended was tagged, in all material respects, in accordance with the requirements of
the ESEF Regulation.
On behalf of audit firm
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
Registration No. 3546
Signed on the Polish original
Wojciech Drzymała
Key Statutory Auditor
Registration No. 90095
Proxy
Wrocław, 23 March 2023