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 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 2021;
and, for the period
from 1 January to 31 December 2021:
— 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 2021 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 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 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 2021: PLN 543 098 thousand (for the year 2020: PLN 442 263 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
In the year ended 31 December 2021, 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 recognition of
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
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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 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
2021 issued to third parties and
regarding to related parties –
confirmation of all outstanding balances
as at 31 December 2021;
― 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
2021 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 International
Financial Reporting Standards, as adopted by
the European Union, 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.
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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’ 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
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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. 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 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
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
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 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 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 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.
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
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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 2 years,
covering the periods ended 31 December 2020
to 31 December 2021.
On behalf of audit firm
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.