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 Separate Financial Statements
Opinion
We have audited the accompanying annual separate financial statements of Toya S.A. (the “Entity”),
which comprise:
the separate statement of financial position as at 31 December 2022;
and, for the period from 1 January to 31 December 2022:
the separate statement of profit or loss and other comprehensive income;
the separate statement of changes in equity;
the separate statement of cash flows;
and
accounting policy and other explanatory notes;
(the “separate financial statements”).
In our opinion, the accompanying separate financial statements of the Entity:
give a true and fair view of the unconsolidated financial position of the Entity as at 31 December
2022 and of its unconsolidated financial performance and its unconsolidated 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 Entity's articles of association;
have been prepared, in all material respects, on the basis of properly maintained accounting
records in accordance with chapter 2 of the accounting act dated 29 September 1994 (the
“Accounting Act”).
Our audit opinion on the separate 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 Separate 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 Entity 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, together with the ethical requirements that are relevant to our audit of the separate
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 Entity 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 separate 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 separate 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 594 310 thousand (for the year 2021: PLN 543 098 thousand).
Refer to disclosures in the separate financial statements: Note 2.21 „Revenue recognition”, Note 22
„Operating segments” and Note 23 „Sales revenue”.
Key audit matter Our response
In the year ended 31 December 2022, the
Company’s sale of goods accounted for total
revenue in the financial statements.
The revenue from sales is one of the key
indicator for the assessment of Company’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 Company’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
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recognition of non-existent sale transactions in
the separate financial statements.
In the wake of the above factors, we have
considered revenue recognition to be associated
with a significant risk of material misstatement in
the separate financial statements. Therefore, the
area required our increased attention in the audit
and as such was determined to be a key audit
matter.
recognition and segregation of duties
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;
obtaining confirmation of selected unpaid
sale invoices as at 31 December 2022
issued to third parties and regarding to
related parties confirmation of all
outstanding balances as at 31 December
2022;
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 Company’s
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;
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 Entity for the
Separate Financial Statements
The Management Board of the Entity is responsible for the preparation, on the basis of properly
maintained accounting records, of separate 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 Entity's articles of association and for such internal control as the Management Board of the Entity
determines is necessary to enable the preparation of separate financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Management Board of the Entity is responsible for
assessing the Entity'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 Entity either intends to liquidate the Entity or to cease operations, or has no realistic alternative but
to do so.
According to the Accounting Act, the Management Board and members of the Supervisory Board of
the Entity are required to ensure that the separate financial statements are in compliance with the
requirements set forth in the Accounting Act. Members of the Supervisory Board of the Entity are
responsible for overseeing the Entity’s financial reporting process.
Auditor’s Responsibility for the Audit of the Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
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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 separate financial statements.
The scope of audit does not include assurance on the future viability of the Entity or on the efficiency
or effectiveness with which the Management Board of the Entity has conducted or will conduct the
affairs of the Entity.
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 separate 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 Entity'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 Entity;
conclude on the appropriateness of the Management Board of the 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 Entity’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 separate financial statements
to the related disclosures in the separate 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 separate financial statements. However,
future events or conditions may cause the Entity to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the separate financial statements,
including the disclosures, and whether the separate financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with the Audit Committee of the 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 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 Entity, we determine those matters
that were of most significance in the audit of the separate financial statements of the current reporting
period and are therefore the key audit matters. We describe these matters in our auditors’ report on
the audit of the separate 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.
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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. 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 separate 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 separate financial statements and the report on
activities;
(together the “other information”).
Responsibility of the Management Board and Supervisory Board
The Management Board of the Entity is responsible for the other information in accordance with
applicable laws.
The Management Board and members of the Supervisory Board of the 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 separate financial statements does not cover the other information.
In connection with our audit of the separate financial statements, our responsibility was to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the separate 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 separate financial statements.
Moreover, in accordance with the requirements of the Act on statutory auditors our responsibility was
to report whether the Entity 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 separate financial statements.
Opinion on the Report on Activities
Based on the work undertaken in the course of our audit of the separate financial statements, in our
opinion, the accompanying report on activities, in all material respects:
has been prepared in accordance with applicable laws, and
is consistent with the separate financial statements.
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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 separate financial statements.
Statement on other Information
Furthermore, based on our knowledge about the Entity and its environment obtained in the audit of the
separate 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 separate financial statements of the
Entity 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.
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