lbrahim Ahmed Al-Bassam & Co C.rttt a Pr5rc Aernnnr - t,a-t l Co.
lrnornbor nD ot PxF lnlormrronlr)
To the shareholders of Raydan Food Conpany leddah, Kingdom of Saudi Arabia
PK7
Agreed-Up@
kocedus
Reponm
the Decrease in Share Capitalof
Raydan Food Company
Pupose
ofthb
Agre€d-IJpon Procedures Report and Resriction on Use end DisgibutionOur repon is solely for the purpose ofassisting Raydan Food Company (A Saudi |oint Stock Company) (the "Company") and its subsidiary (They are collectively referred to as the group) to submit the result
of our
findingsto the
CapitalMarket Authority ("CMA")
regarding issuanceof
Agreed-Upon Procedures Repon on the Decrease in Share Capital of the Company from SAR 337,500,000 to SAR 158,084,670 through the cancellation of 17,941,533 shares ofSAR l0 each, by transferring from share capital to carry forward losses by SAR 179,415,330.We have conducted our engagement in accordance with the International Standard on Related Services (ISRS) ,1,()0 (Revised) "Agreed-Upon Procedures Engagements" approved
in
the Kingdom of Saudi Arabia applicable to Agreed-Upon Procedures engagements. These procedures were implemented only to assist the Company in reducing the Company's capital.Accordingly, our report may not be suitable for any other purpose. This report is provided only to the management of the Company and submitted to the Capital Market Authority and should not be used by, or distribured to. any other parties.
Responsibfity of the CoEnissioniDg P8rty
The Company has acknowledged that the agreed-upon procedures are appropriate for the purpose
of the
engagement. The Companyis
responsiblefor the
subject matters onwhich the
agreed-upon procedures are performed,Practitioner's Responsibilities
We have conducted the agreed-upon procedures engagement
in
accordancewith
the Internadonal Standard on Related Services (ISRS) 4,rc0 (Revised), Agreed-Upon Procedures Engagemezt which is endorsedin the
Kingdomof
Saudi Arabia.An
agreed-upon procedures engagement involves our performing the procedures that have been agreedwith
Raydan Food Company, and reporting the findings,which
arethe
factual resultsof the
agreed-upon procedures performed.We
make no representation regarding the appropriateness of the agreed-upon procedures.This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do nor express an opinion or an assurance conclusion.
Had we performed additioual procedures, other matters might have come to our attention that would have been reported.
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n d .(c.pl xy ..sCotrsblly or liabrl{, !o. lh. ..lrhs d rn&nds ol Fy
'.drv'duil h.hh.. or .qrdpMdonr trm o. trhr EdI mto r@prl .om W.L ww prt tbars.h coi
lbrahim Ahmed Al-Bassam & Co C..r.a Praac A.carnbnr. - Ar-6-.e a C6.
(momh* tm ot PkF rnr.rn.nmar)
To the shareholders of Raydan Food C.ompany Jeddah, Kingdom of Saudi Arabia
PK7
Professional Ethics and Qrality C.ontrol
We have complied
with
the International Code of Ethics for Professional Accourtants, issued by the International Ethics Standard Board for Accountants,which
is endorsedin
the Kingdomof
Saudi Arabia by the Saudi Organization for Chanered and Professional Accountants ("SOCPA"), "referred to as IESBA Code" and the independence requirements in Part 4A ofIESBA Code.Our firm applies lnternational Standard on Quality Control (ISQC)
l,
Quality Control for Firms that Perform Audits and Reviewsof
Financial Statements, and Other Assurance and Related Services Engagements,which is
endorsedin the
Kingdornof
Saudi Arabia and accordingly, maintains a comprehensive systemof
quality control including documented policies and procedures regarding compliancewith
ethical requirements, professional standards, and applicable legal and regulatory requirements,Procedures and Findiags
We have performed the procedures described below, which were agreed upon
with
Raydan Food Company in the terms of engagement, in determining the Decrease in Share Capital.nrY oH
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I
# Procedures Findings
a- Obtaining
the
minutesof the
meetingof
the minutesofthe
Exraordinary General Assembly meetingheld on 9 Rabi' al-Awwal
l,l44H, corresponding to 5 October 2022, in which the shareholders decidedto
reduce the Company's capital by 53.160/o from SAR 337,500,000 to SAR 158,084,670by
canceling 17,941,533 shares ("1.06 shareswill
be reduced for each 2 sharesheld") at a nominal value of SAR 10 per share,
reducing the
accumulated lossesby
SAR179,415,330.
Minutes of the meeting were obtained fiom the Extraordinary General Assembly meeting held on 9 Rabi' al-Awwal1444H, corresponding to 5
October 2022, in which the
shareholders decidedto
reducethe
Company's capital by 53.160lofrom SAR
337,500,000to
SAR158,084,670
by
canceling 17,941,533 shares("1.06 shares
will
be reduced). per2
shares")with
a nominal value ofSAR 10 per share, and areduction in
accumulated lossesby
SAR179,415,330. No exceptions noted.
b Obtaining the consolidated financial position
of the
Company showingthe
capital ason
6October 2022, as well as the accumulated losses on that date.
The
consolidatedfinancial position of
the Company was obtained showing the capital ason 6 October 2022, as well as the accumulated losses on that date. No exceptions noted.
hol a...rr.ny r4F.eb y o.liebnny'o. lh. i.nons q n&nons ot a^y rndrdi.l h.mb.. or.reipMd.nt nrm or nrm. :dll mlo [email protected] W.L ws pr,arb.srim.om
fureed-IJpm Procedrnes R€port or1 the Deaease in Sbere C-epial
of
Ray&n Food Company (continued)/
aL xHoaleI T.L .96611a9t 137{l PoBor4636
, Far ,966 13 893 3319 AlHhotdr1l557
To the shareholden of Raydan Food Company Jeddah, Kingdom of Saudi Arabia
Procedures and Findings (continued)
For Al-Bassan & Co.
Public Accountant 'License No. 477
Jeddah: 22 Rabi-Al -Thani 1,144H Corresponding to: 16 November 2022
RIYAOH
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Agre€d-Upon Procedures Report on the Decrease in Share Capital
of
Raydm Food Company (continued)
lL r(8oalR T.t. '966 l3 893 337E
F.x r966l38933349
# Procedures
Findins
c- Verifu that the movement was recorded on 6 October 2022,
in the
Company's accounting records bywriting
off the share capital of SAR 179,415,330 againstthe
accumulated lossesin
accordancewith the
shareholders' decision mentioned in the above item.Verify
that the movement was recorded on 6 October 2022,in the
Company's accounting records by writing off the share capital of SAR 179,415,330 against the accumulated lossesin
accordance
with
the shareholders' decision.It was found that the
recorded movement is consistentwith the
shareholders' decision mentioned in Procedure no. (a).d- Checking the arithmetic accurary
in
Appendix1
The
arithmetic accuracyof
Appendix1
was checked and no exceptions were noted.e Verify the calculation ofaccumulated losses as a percentage of the capital.
The
accumulated losseswere
reduced after reducing the capital and turnedinto
retained eamings by an amount of SAR 864,509 so thatthe
percentageof
accumulated lossesas
apercentage ofthe capital after the reduction was zeroolo
ofthe
capital.c.a. r 01038580.
2n^r/]
tsrm
I
ctr!
lbrahim Ahmed Al-Bassam & Co
c.n'&d Pubr'6leolnr. 3 !aGenaco_
ner h,/ r rf c r)kt nr. Dr..r'
I
A
(l /A [P*"r* F(x)D
coMPAr\ Y[\"Saudi
foint Stock company)O I I-Fl!I!l
Condersed Consolid.ted strtement of Finrnciel PositioD (Unaudited) As ar 6 October 2022(Expressed in Saudi Arabian Riyals)
6 October 2022 (Unaudited)
3l
December 2021 (Audited) AlrctsNoD{urr.e[t agsct!
Property, plant and equipment, Net Inlangible assets. Net
Right-of-use assets. Net
lnvestment in company by equity method
No[-currclt rscts
Currenlrsetl
lnventories- Net Trade receivables. Net Due from related panies
Prepayments and other receivables Non-current assels held for sale Cash and cash equivalents Currcnt
A$etr
Toarl Assets
Shereholders' multv rnd lirbilities Shareholders' Equity
Share capital statutory reserve
Retained eamings (accumulated losses) Foreign curency translation Reserve
Totrl equity
rttributrble
lo shereholden of tho CompenyNonronlrolling interests
Totrl equity Lirbilities
Non{urreot
llrbilitica
Lease liabilities- Non-cunent ponion Long term loans- Nonturrcnt portion End ofservice benefits
Noo{urrcnt
lirbiliaica Current lhbilitieisLease liabilities- curr€nt ponion [,ong-term loans - curent ponion Trade payables
Due to related parties Accrued zakat
Tolel
Curent
liebilitiesTotrl
LirbilitiesTotel Shrreholders' Equity and liabilities
2'.t2,212,614 225. t 30.633 2,250,237
5,711,'.t20 9,748,407 12,122,438 41,768,643
2.360.691 3.331.492 8.482.038 6,146.376 3.200,000 76, r 88,384
71,600,844 99.708.9E1
l?4.83e.614
158,084,670 27,413,79E 864,509 4,t8,392
337,500,000 2'1,4t3,798
( t 57,504.t07) 50E,3 t4
186,781,369 5,142
207.918.005
2,3t2 186,785,511 207.e20.3t1
43,993,762 12,207,896 12,484,2't6
{4,099,37 t
t.1.318.738 15.,{18.3
tl
69,085,874 73.856.122
6,197,186 4,750,000 .t1,752,613
5,271,278
9,293.535 6,000.000 t6.397.741 I
l.l6l.7l0
209.866
27,971,077 43.062.875
97,056,951 t 16,919,291
AU ,
Chief F Ollice r Chief Executive O Vice Chairman
N\
119,063,955 252,950 35,342,060 57,583,653
127,779,21?
t35,1@
35,590.920 6l,625J41
283343,462