Notes to the 2022 separate financial statements

General

The Company’s financial statements are part of the 2022 financial statements of the group. For the Company profit and loss account, use has been made of the exemption pursuant to Section 2:402 of the Netherlands Civil Code. Insofar as no further explanation is provided of items in the Company balance sheet and the Company profit and loss account, please refer to the notes to the consolidated balance sheet and profit and loss account.

Accounting policies

The principles for the valuation of assets and liabilities and the determination of the result are the same as those applied to the consolidated profit and loss account, with the exception of the following principles:

financial instruments

In the Company financial statements, financial instruments are presented on the basis of their legal form.

participating interests in group companies

Participating interests in group companies are accounted for in the separate financial statements according to the equity accounting method on the basis of net asset value. For details we refer to the accounting policy for financial fixed assets in the consolidated financial statements.

share of result of participating interests

This item concerns the Company’s share of the profit or loss of these participating interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered as unrealised.

21. financial fixed assets

Participating interests and long term loans

A intra group transfer of shares has taken place in 2022. The shares of the following entities have been transferred from Numidia Holding B.V. to Numidia B.V.

• Numidia Americas S.A. 

• Numidia Inc.

• Numidia Singapore Ltd. Pte.

Consolidated companies:

Other participating interest

Pursuant to Section 2:403 of the Netherlands Civil Code, a liability declaration has been issued by Numidia Holding B.V. regarding the following companies:

• Numidia B.V.

• Numidia Services B.V.

• Cheese and more B.V.

22. trade and other receivables

All trade and other receivables are due within one year.

23. cash and cash equivalents

All credit balances on bank accounts are at the free disposal of the Company.

24. shareholders’ equity

*) Cash flow hedge accounting is applied for the Company commodity derivatives. The effective portion of the fair value changes of the derivatives is initially recognized in the consolidated revaluation reserve. As soon as the expected future transactions lead to the recognition of gains or losses in the profit and loss account, the respective amounts are transferred from the consolidated revaluation reserve to the consolidated profit and loss account. As at 31 December 2022, the consolidated revaluation reserve amounts to EUR 388 thousand (2021: 49 thousand).

Issued capital

The Company’s authorised capital, amounting to EUR 90 thousand (2021: EUR 90 thousand), consists of 90,000 ordinary shares of EUR 1 each. As at 31 December 2022, 36,270 ordinary shares were issued and fully paid-up (2021: 36,000). 270 new shares were issued in 2022 and the difference between the nominal value and the proceeds has been added to the share premium reserve.

Appropriation of profit from 2021

The 2021 financial statements were adopted on 12 April 2022. In accordance with the shareholders’ resolution of 12 april 2022, EUR 2,364 thousand was added to the other reserves and a dividend of EUR 1,180 thousand was paid.

Foreign currency translation reserve

Exchange gains and losses arising from the translation of the functional currency of foreign operations to the reporting currency of the parent company are accounted for in this statutory reserve. In the case of the sale of a participating interest, the associated accumulated exchange differences are taken to other reserves.

The foreign currency translation legal reserve of EUR 27 thousand positive (2021: EUR 4 thousand negative) relates to the Company’s foreign investments.

Unappropriated profit

The result after tax for 2022 is included in the item ‘unappropriated result within equity’.

Proposal for profit appropriation

The General Meeting will be proposing to appropriate the profit after tax for 2022 as follows: to add EUR 10,881 thousand to the other reserves and to distribute a dividend of EUR 10,000 thousand. The 2022 result after tax is presented as unappropriated profit in shareholders’ equity.

The Company can only make payments to the shareholders and other parties entitled to the distributable profit insofar as (1) the Company can continue to pay its outstanding debts after the distribution (the so-called distribution test), and (2) the shareholders’ equity exceeds the legal reserves and statutory reserves under the articles of association to be maintained (the so-called balance sheet test). If not, the Company’s management shall not approve the distribution. The tests carried out by the management as at 8 April 2023 showed no signs that the proposed distribution of dividend would not be possible, but these tests have to be finalised (and the management has to approve the distribution) prior to the actual payment of the dividend.

25. current liabilities

26. result in group companies

27. number of fte’s

During the 2022 financial year, the average number of staff employed in the group, converted in to full-time equivalents, amounted to 0 FTE (2021: 0 FTE).

28. subsequent events

No events occurred after the balance sheet date that required an adjustment or disclosure.  

Roermond, April 8, 2023

The Board of Directors:

A. Mahnin

M.H.G. Daamen