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
© 2022 KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., a Polish limited
partnership and a member firm of the KPMG global organization of ind
ependent
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
-261-53-62
REGON: 142078130
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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 2021;
and, for the period
from 1 January to 31 December 2021:
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 2021 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 2022.
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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 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 2021: PLN 686 737 thousand (for the year 2020: PLN 542 112 thousand)
Refer to disclosures in the consolidated financial statements: Note 3.22 „Revenue recognition”,
Note 23 Operating segmentsand Note 24 Sales revenue”.
Key audit matter
Our response
In the year ended 31 December 2021, 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
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
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investors interest, that significantly increase
the risk of fraud through the 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.
revenue recognition and segregation of
duties implemented in the revenue
recognition process in order to mitigate
the risk of fraud in the consolidated
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 remaining sales throughout
comparison of revenue recognized in
2021 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 sample 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 consolidated
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 International Financial
Reporting Standards, as adopted by the
European Union, 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.
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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 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 comprise:
the letter of the President of the
Management Board to the Shareholders;
the selected financial data;
the Directors’ Report on the operations of
TOYA S.A. Capital Group for the year
ended 31 December 2021 (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 separate parts of the Report on
activities, 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 information required by the
applicable laws and regulations, and in relation
to specific information indicated in these laws
or regulations, to determine whether it
complies with the applicable laws and whether
it 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:
has been prepared in accordance with
applicable laws, and
is consistent with the consolidated 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 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 2 years, covering the periods ended
31 December 2020 to 31 December 2021.
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 2021 and for the year then
ended prepared in the single electronic
reporting format included in the reporting
package named toa-2021-12-31_pl.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 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.
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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 the
this 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,
assessing the completeness of tagging of
information in the consolidated financial
statements in the ESEF format with XBRL
tags,
assessing whether the XBRL tags from the
taxonomy specified in the ESEF
Regulation were properly applied and
whether the taxonomy extensions were
used where the relevant elements were
not identified in the core taxonomy
specified in the ESEF Regulation,
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assessing the correctness of anchoring of
the applied taxonomy extensions in the
core taxonomy specified in the ESEF
Regulation.
Requirements of the Quality Control and Ethical Requirements, including Independence
The firm applies International Standard on
Quality Control 1 “Quality Management for
Firms that Perform Audits or Reviews of
Financial Statements, or Other Assurance or
Related Services Engagements” as adopted by
the NCSA as national standard on quality
control, which requires us to implement and
maintain a comprehensive system of quality
control including documented policies and
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
behavior 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.
In our opinion, the consolidated financial
statements in the ESEF format as at
31 December 2021 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, 24 March 2022