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Annual Financial Report
at December 31, 2023

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* Brand in exclusive distribution in the Italian territory
Contributing to people’s wellbeing by helping them make informed food choices.
Promoting awareness of the health benefits of plant-based foods. Spreading
knowledge of healthy eating responsibly and with passion.
That’s Valsoia. And that’s the mission expressed in our logo with the Italian for
'goodness and health' "bontà e salute".
A mission everyone can experience in all our deliciously healthy products.
It’s this commitment to pleasure and health that has made the Valsoia brands some
of Italy’s leading and best-loved household names, thanks to the quality of our
products and constant research and innovation.
* * *
*

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news:
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THE FIRST LIQUID VEGETABLE EGG IN ITALY
A 200g pack is perfect for replacing two whole eggs in recipes
and an excellent 100% vegetable alternative.
Ovoveg is rich in protein, has a low content of saturated fats,
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TABLE OF CONTENTS
1. GENERAL INFORMATION ...........................................................................................…5
Corporate offices and positions
Corporate data and Group structure
2. DIRECTORS REPORT ................................................................................................ .8
Key financial highlights
Main events for the period and business performance
Analysis of the statement of financial position
Main risks and uncertainties to which the Company is exposed
Significant events after the interim period and business outlook
Other information
Notes
Allocation of profit for the period
3. ANNUAL FINANCIAL STATEMENTS ........................................................................ .28
Statement of financial position
Income Statement
Statement of comprehensive income
Statement of cash flows
Statement of changes in equity
Notes to the financial statements
4. STATEMENT PURSUANT TO ART. 154 BIS
OF ITALIAN LEGISLATIVE DECREE NO. 58/98 .................................................................. .89

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Annual Financial Report at December 31, 2023
General information
1 /

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GENERAL INFORMATION
Corporate offices and positions
Board of Directors
(1)
Chairman Lorenzo Sassoli de Bianchi
De
puty Chairman Furio Burnelli
Gregorio Sassoli de Bianchi
Chief Executive Officer and General Manager
(2)
Andrea Panzani
Directors Susanna Zucchelli
Francesca Postacchini
Camilla Chiusoli
Ilaria Monetti
Marco Montefameglio
Board of Statutory Auditors
(1)
Chairman Gianfranco Tomassoli
Statutory Auditors Claudia Spisni
Massimo Mezzogori
Alternate Auditors Massimo Bolognesi
Simonetta Frabetti
Supervisory Board
(3)
Chairman Gianfranco Tomassoli
S
tanding members Maria Luisa Muserra
Giulia Benini
(3.1)
Independent Auditors
(4)
KPMG S.p.A.
Manager in charge of financial reporting
(5)
Nicola Mastacchi
(1) Appointed at the Shareholders’ Meeting of April 27, 2023, in office until the approval of the 2025 Financial Statements.
(2) Chief Executive Officer (since April 23, 2015) and General Manager (since February 04, 2014).
(3) Appointed on March 13, 2023, in office until the approval of the 2025 Financial Statements.
(3.1) Internal member, Legal Specialist of Valsoia S.p.A. since November 2018;
(4) Appointed on April 23, 2015, in office until the approval of the 2023 Financial Statements.
(5) Appointed by the Board of Directors on May 23, 2019, Manager of Valsoia S.p.A., Statutory Auditor.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Corporate data and Group structure
Company Name: Valsoia S.p.A.
Registered office: Via Ilio Barontini 16/5 - 40138 Bologna (BO) - Italy
Telephone no. +39 051 6086800
Fax no. +39 051 248220
Certified e-mail: [email protected]t
Website: www.valsoiaspa.com – Investor Relations section
Share Capital - fully paid up: Euro 3,554,100.66
Tax Code and registration number in the Companies Register of Bologna: 02341060289
VAT no.: 04176050377
Enrolment with the Chamber of Commerce of Bologna: no. BO-338352
Production facility:
C.so Matteotti 13 - 13037 Serravalle Sesia (VC) – Italy
As at December 31, 2023, the structure of the Valsoia Group, in addition to parent company Valsoia S.p.A.,
included the following subsidiary:
At the closing of this period, Valsoia does not own any other investments above 10% of the share capital,
represented by shares with voting rights in non-listed companies, nor does it own shares in limited liability
companies.
The Company has no branch offices.
Valsoia S.p.A. has decided to take the option authorised by art. 70, par. 8 and art. 71, par. 1-bis of Consob
Regulation No. 11971/99 (as amended) and therefore to dispense with the obligation to provide disclosure to
the public in the event of significant mergers, spin-offs, share capital increases through contributions in kind,
acquisitions and disposals.
Company Name Share Capital Main office % Held
Valsoia Pronova d.o.o. € 100,000 Ljubljana (Slovenia) 100
Swedish Green Food
Company AB
SEK 50,000 NYKVARN (Sweden) 100
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Annual Financial Report at December 31, 2023
Directors
Report
2 /

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REPORT ON OPERATING PERFORMANCE AT December 31, 2023
Key financial highlights
Income statement ratios
2023
2022
Change
Euro
%
Euro
%
Euro
%
Total sales revenue
112,818
100.0
101,320
100.0
11,498
+11.3
Total revenue and
income
115,297
102.2
103,662
102.3
11,635
+11.2
Gross operating result (EBITDA)
(*)
12,508
11.1
12,448
12.3
60
+0.5
Net operating result (EBIT)
9,655
8.6
9,755
9.6
(100)
-
1.0
Pre
-
tax profit
10,355
9.2
11,058
10.9
(703)
-
6.3
Taxes (total) and
non
-
recurring
tax effects
(3,131)
2.8
(3,082)
3.0
(49)
1.6
Net profit for the period
7,224
6.4
7,976
7.9
(752)
-
9.4
(**) The interim result is not defined as an accounting measurement pursuant to the IFRS standards; therefore, the definition criteria for this
parameter may not be consistent with those adopted by other companies. With reference to this interim result, for a better understanding, it should
be noted that EBITDA in the 2023 Financial Statements was negatively impacted by the economic effect of the Stock Options Plan for EUR 549
thousand (EUR 75 thousand in 2022) and positively by the reclassification effects on the Income Statement resulting from the application of
IFRS16 for EUR 735 thousand (EUR 672 in 2022).
Equity indicators
(EUR 000)
12.31.2023 12.31.2022 Change
Current non
-
financial assets
24,942
26,916
(1,974)
Current non
-
financial liabilities
(25,124)
(27,368)
2,244
Net working capital
(182)
(452)
270
Other net operating
assets/(liabilities)
(4,195)
(2,653)
(1,542)
Non
-
current assets
62,114
57,950
4,164
Total INVESTMENTS
57,737
54,845
2,892
Shareholders’ equity
85,046
81,933
3,113
Short
-
term net financial position (assets)
(15,523)
(16,728)
1,205
M/L
-
term net
financial position (assets) (*)
(18,905)
(19,471)
566
Non
-
current loans and borrowings
7,119
9,111
(1,992)
Net financial position (assets) (*)
(27,309)
(27,088)
(221)
Total SOURCES
57,737
54,845
2,892
(*) The medium/long-term net financial position consists of the investment in Italian government bonds (BTPs);
(**) = The figure at December 31, 2023 includes the effect on the NFP deriving from the application of IFRS 16 Leases, equal to EUR 2.1 million
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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(EUR 2.4 million at December 31, 2022); this effect is purely accounting in nature.
Economic and financial
performance indicators
12.31.2023 12.31.2022
ROE (Net profit for the period/Shareholders’ equity)
8.5%
9.7%
ROI (EBIT/Total
investments)
16.7%
17.8%
ROS (EBIT/Revenue)
8.6%
9.6%
EBITDA margin (EBITDA (b)/Sales revenue)
11.1%
12.3%
Primary structure index
/Non
-
current assets
1.05
1.06
Secondary structure index
(Net fin. pos. + M/L-term loans and borrowing)/Non-current
assets
1.12
1.15
Acid test
(Short-term net financial pos. + Current non-financial assets)
/Current non
-
fin. liabilities
1.61
1.60
Debt ratio
(Short-term net financial pos. + Non-current loans and
borrowings)
/Shareholders' equity
n.a.
n.a.
MAIN EVENTS FOR THE PERIOD AND BUSINESS PERFORMANCE
In 2023 the Company recorded Sales Revenues of EUR 112.82 million with an increase of +11.3% (+EUR
11.50 million) compared to the end of the previous year (equal to EUR 101.32 million) already up by +11.4%
(+EUR 10.37 million) on 2021.
The growth of revenues was due to both the growth of the Health Food Division (the "Valsoia Bontà e Salute"
brand) and the positive performance of the Traditional Food Division (brands Loriana, Santa Rosa, Diete.Tic,
Weetabix, Oreo O's Cereals, Vallè and Haagen Dazs).
Consumption in Italy (total modern distribution grocery markets) was positive in value terms during the year
(+7.9%; source NielsenIQ), while volumes were down significantly (-1% compared to the same period last year).
The decline in real consumption substantially characterised all of 2023, confirming the first negative signs seen
starting in the third quarter of 2022, a consequence of the significant inflationary growth.
After peaking in December 2022 (+15%), prices to the public continued to grow at the same rate until the end
of the first four months of 2023, reducing the rate of inflation in the following months to +4.5% in December.
However, the anti-inflation quarter (October, November and December) showed an increase in consumer
prices of more than 5% (grocery total compared to the same period last year - source: NielsenIQ).
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Against this backdrop, large brands showed a reduction in market share (-1.3 points share vs. previous period)
against growth of private labels in particular (+1.1 points share vs. previous period).
The main markets in which the Company operates (21 product categories monitored by NilesenIQ) show a
slowdown in consumption in 2023, particularly for some segments of the “Health” products market, while the
general trend in the “Traditional Food” products market is better.
The Company's brands recorded consumption trends substantially in line with their respective markets, with
growth by volume share in 12 of the 21 main market categories in which the Company operates. This
performance is symptomatic of solid brand equity, even in the presence of significant increases in consumer
prices.
In general, distribution coverage and point-of-sale space management improved, due in part to increasing
experience in the activities of the network of “sell-out specialists” dedicated to the company's brands and
active in over 40% of weighted distribution in Italy.
The first year of distribution of Haagen-Dazs ice cream was positive, and the second year of distribution of
Vallè Margarine was excellent, with growth in both its volume and market share in a stable market.
As previously reported, Valsoia acts as “commission agent” for Valle Italia (owner of the “Vallè” brand).
Therefore, in accordance with IFRS 15, the only revenues in its income statement are the remuneration linked
to sales commissions on the volumes of the Vallè brand, thus excluding the relative cost of sales.
Sales abroad showed an increase of +7.9% over the same period in the 12 months of the financial year 2023.
The performance for the year was affected by a late start to the ice cream season throughout Europe.
The reporting year continued to be characterised by significant inflationary pressure on costs, starting already
since January, despite a reduction in energy costs. The significant cost increases affected raw materials,
packaging, logistics and services, on top of the already extraordinary increases in 2022, forcing the company
to negotiate new price lists with retailers in spring 2023. This scenario affected all FMCG companies in both
Italy and Europe and is the reason for the continuing strong consumer price inflation in the food markets.
The Company faced the second year of extraordinary extra costs of sales and logistics (estimated at around
+EUR 9 million, in addition to +EUR 11 million in 2022) by acting responsibly towards the consumer, its
suppliers and retailers.
However, sales volumes were defended or improved, and for some product lines or brands market share
increased, due in part to the continued investments in communication and consumer marketing made for all
2023.
The list price increases negotiated with Trade and the Company's own operations also only partially offset the
extra costs of sales and logistics in 2023.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Overhead costs were essentially stable compared to the previous period and in line with budget forecasts.
The operating margin in FY 2023 (EBITDA) thus amounted to EUR 12.5 million, up slightly (+0.5%) compared
with the previous year, recording an operating margin ratio (EBITDA Margin %) of 11.1% versus 12.3% in
2022.
The reduction in the EBITDA Margin % is clearly attributable to confirmation of a the absolute margin level
compared to the significant growth in revenue during the year.
Gross operating profit for 2023, in absolute terms, is solidly above both the gross operating profit for 2020
(+4.4%) and the pre-Covid-19 year of 2019 (+12.3%).
Pre-tax profit amounted to EUR 10.4 million (-6.3% compared to the previous year) with a percentage on sales
revenue of 9.2% compared to 10.9% for the year 2022. This decrease is due to the above, and also to lower
financial income obtained in the current year from the investment in Italian government bonds (BTP “Italia”
Jun30), maturing in 2030. These securities had been purchased in the previous year to protect the current
value of some of the available liquidity, given the rise in inflation.
The gradual decrease in the general inflationary component affected the returns obtained in 2023 (EUR 745
thousand) compared to those obtained in 2022 (EUR 1,440 thousand).
The net profit for the period amounted to EUR 7.22 million, down on the previous year by 9.4% (EUR -0.75
million), with a percentage index that stood at 6.4% of revenues compared to 7.9% for the same period. The
decrease is substantially attributable to the lower financial income just mentioned.
Products and revenue performance
Valsoia S.p.A. produces, distributes and markets mass consumption food products with a particular focus on
health foods.
The Company’s mission is to provide solutions and stay ahead of the requirements of consumers insofar as
health and well-being, with healthy food products; the Company continues to be perceived by consumers as
a leading company in terms of quality.
The Company's products are distinguished by the following trademarks:
VALSOIA BONTA’ E SALUTE
Valsoia offers a broad range of plant-based products, for the entire
family. Valsoia products provide healthy nutrition which is varied and very
tasty, every day.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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NATURATTIVA
Naturattiva offers many plant-based specialities, made with soya and rice,
and exclusively with organically grown ingredients.
VITASOYA
Vitasoya Soyadrink is a high-quality natural product with an excellent
taste. Thanks to its nutritious and balanced recipe, it is the ideal drink to
stay in shape and healthy, starting in the morning.
SANTA ROSA
Santa Rosa, a historical brand in the Italian food tradition, offers high
quality jams choosing only fruit of superior quality through strict
purchase specifications.
POMODORISSIMO
This is a line of products created using only Italian tomatoes, which are
carefully selected and processed based on the exclusive “Sapore crudo”
[raw flavour] recipe, which ensures that the characteristics of the tomato
remain unchanged after it is picked. The use of the Santa Rosa
Pomodorissimo brand has been licensed to third parties starting from
November 2018.
DIETE.TIC
Acquired in October 2017. Liquid sweetener, sugar replacement, with
a unique and patented formula. Completely calorie free, does not alter
the flavour of food and beverages and is highly soluble.
LORIANA Piadina
Purchased in December 2020, “LORIANA Piadina” was launched in
the early 1970s, and today boasts a consolidated presence on the
Italian market. Its success is indebted to the uniqueness of the
product, which maintains unaltered the original quality and tradition.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Valsoia distributes the following products in Italy:
WEETABIX
A range of whole wheat cereals for a healthy breakfast. Products from the
Weetabix Food Company, an English company with a long history and
tradition. They are unique, loved and appreciated worldwide and
exclusively distributed in Italy by Valsoia.
OREO O'S CEREAL
OREO O’s cereals, whose production and marketing has been licensed to
Weetabix Ltd by Mondelez International (owner of the brand), is an iconic
brand worldwide. In December 2020, Valsoia signed an agreement with
Weetabix Ltd. for the exclusive distribution in Italy, which began in April
2021.
VALLÉ
Valsoia distributes Vallé condiments and vegetable bases in Italy.
Undisputed leader in margarine, with a value share of 69% thanks to an
innovative range oriented towards naturalness and well-being
Häagen-Dazs
Häagen-Dazs is a brand of ice cream created in Brooklyn in 1961.
The founder's vision was to produce the best ice cream in the world using
skilfully selected high quality ingredients for an authentic, satisfying
experience. Today Haagen-Dazs is the number-one take-away ice-cream
brand in the world, present in over 80 countries.
The following table shows the sales revenue broken down by business area.
Description
(EUR 000)
2023
2022
Change
Euro
% Inc.
Euro
% Inc.
%
Health Food Products Division (a)
56,992
50.5
54,215
53.5
+5.1%
Food Products Division (b)
43,782
38.8
34,599
34.1
+26.5%
Others (c)
2,343
2.1
3,513
3.5
(33.3%)
TOTAL ITALIAN REVENUE
103,117
91.4
92,327
91.1
+11.7%
Sales abroad
9,701
8.6
8,993
8.9
+7.9%
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Description
(EUR 000)
2023
2022
Change
Euro
% Inc.
Euro
% Inc.
%
TOTAL REVENUE
112,818
100.0
101,320
100.0
+11.3%
(a) Valsoia Bontà e Salute, Vitasoya, Naturattiva trademarks
(b) Santa Rosa (only jams), Diete.Tic, Loriana, Weetabix, Oreo Cereal, Vallè brands (sales commissions), Haagen-Dazs.
(c) Industrial products
The turnover of both Divisions, "Health Food" and "Traditional Food", grew during the year, as shown in the
summary table.
In Italy, only the revenues of the B2B Division (mainly industrial) decreased.
Foreign sales increased by 7.9% compared to the previous year, with a net turnover of about EUR 10 million.
This result confirms the excellent performance of previous years, although 2023 was characterised by an initial
slowdown in ice cream sales in Europe.
As far as Italy is concerned, in the face of the significant growth in list prices and, consequently, in retail prices,
attention should be drawn to the substantial stability of volumes of the health lines (“Valsoia Bontà e Salute”),
while all the brands in the Food division record growth by volume and substantial growth in some cases,
such as those of Santa Rosa (+5.8%) and Loriana (+11.2%).
The company's total volumes (FMCG) grew by +3.8% on the previous year (Italy + foreign).
In terms of the share of consumption (volumes), in addition to the brands of the Food division, some health
lines also recorded positive performances, even significantly improving their share.
These include, for example, within the Company's total portfolio:
- Valsoia ice-creams, in comparison with the record year 2022 and considering a less brilliant start to the
summer season, recorded a record market share of 76% (+4 points on the previous period);
- Valsoia chocolate spread, which is still growing (+1.3 points of share), thanks to improved average sales per
point of distribution, achieves 12.2% share in the market for vegetable-based spreads extended to non-
vegetable products (e.g. organic products);
- Piadina Loriana, up strongly in volume terms, reached 9.1% share (+0.2 points);
- Santa Rosa jam, also up in terms of consumption, reached 8.5% share (+0.4 points);
- Vallè margarine reached a record share of consumption of 74.8% (+6 points);
- Haagen-Dazs ice cream, in its first year of exclusive distribution with Valsoia SpA, reached 45.1% share in
the segment (+8.7 points).
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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During the year, the Company implemented the activities envisaged in the Marketing and Industrial Plans
together with new product launches in Italy and abroad.
Support for all the Brands in communication continued during the year, in parallel with increased investments
in the area of store control and optimisation.
In 2023 the Company implemented several significant transactions envisaged in its business plans:
- the kick-off of the exclusive distribution in Italian territory of “Haagen-Dazs” brand ice cream;
- the finalisation and publication of the “corporate sustainability 2023” document;
- the development of sales to the end consumer, via e-commerce (Amazon and other platforms);
- growth in OOH sales (Ho.Re.Ca., naval, vending) and kick-off of the direct distribution of Valsoia ice creams
in the café channel on the Adriatic Riviera;
- innovation of the “Gran Stecco” ice cream line in Italy and abroad;
- launch of some new products in new health segments (egg, fish and chicken alternatives);
- launch of the new Santa Rosa Zero line (no added sugar);
- development of new sustainable packaging for Diete.Tic;
- planning and development of R&D projects in the health and traditional area for the three-year period
2024 - 2026;
- launch of a major brand review “Valsoia Goodness and Health” implemented from January 2024 in the
field;
- the entry into the first retail chains in Canada with Valsoia ice cream and chocolate cream and in South
America with the Santa Rosa brand;
- Piadina Loriana’s first steps abroad.
Lastly, the Serravalle plant expansion project is progressing, which envisages doubling the usable surface area
and completing the project to expand the offices in the Bologna headquarters.
Investments
During the year 2023, investments were made in tangible and intangible fixed assets for over EUR 6.5 million.
These investments mainly concerned building and technology investments related to the expansion of the
Serravalle Sesia production site and, in particular, the works planned for the new plant extracts department.
Sustainability project
The Company, while not required to prepare a non-financial statement pursuant to Legislative Decree No.
254/16, devotes particular attention to sustainable development issues in environmental, social and
governance terms by preparing an annual Sustainability Report.
This report, published after the Shareholders’ Meeting for the approval of the 2023 Annual Financial Report,
represents a voluntary non-financial reporting aimed at collaborators, shareholders and investors, suppliers
and partners, Retailers and consumers who wish to learn more about the Company’s operations and the main
Valsoia S.p.A./Annual Financial Report at December 31, 2023
16
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activities related to it.
For the realisation of the document, the level of involvement of internal stakeholders was raised, both in the
phase of defining materiality, including the concept of 'double materiality', and in the phase of gathering the
qualitative contents that characterise the Company's operations.
At the end of 2022, Valsoia reinforced its sustainability journey by adopting an integrated strategy capable of
combining business growth and financial solidity with social and environmental sustainability, creating long-
term value. In 2023, this journey continued with the definition of a 2023-2025 Sustainability Plan, consisting
of relevant goals and topics integrated into its business strategy.
The Sustainability Plan represents Valsoia's strategic vision of sustainability, responds to some of the global
challenges (United Nations Sustainable Development Goals, or SDGs) and outlines the commitments made
by the company, through a defined roadmap, into qualitative and quantitative objectives that can be measured
over time.
This plan is also consistent with the recent European Directive No. 2022/2464 on the Corporate
Sustainability Reporting Directive (CSRD), which is part of a broader regulatory framework that establishes
non-financial disclosure obligations and updates the EU rules on corporate sustainability reporting by
broadening their scope and introducing detailed reporting obligations, including to combat greenwashing. The
CSRD amends Directive 2013/34/EU on corporate non-financial reporting, introducing ad hoc provisions on
corporate sustainability reporting. The new obligations will apply from the financial year 2025.
ANALYSIS OF THE STATEMENT OF FINANCIAL POSITION
The following Table shows the breakdown of the Net Financial Position as at December 31, 2023 and
December 31, 2022, according to the scheme indicated by ESMA:
Description
(EUR 000)
12.31.2023
of which:
related parties
12.31.2022
of which:
related parties
(a) Cash and cash equivalents
2
4
(b) Cash equivalents
17,969
19,703
(c) Current financial assets
0
0
(d) Total liquidity (a+b+c)
17,971
19,707
(e) Current financial payables (excluding
current portion of non-current financial
payables)
(763) (668)
(f) Current portion of non-current
financial payables
(1,685) (2,310)
(g) Current financial payables (e+f)
(2,448)
(2,978)
(h) NET CURRENT FINANCIAL
PAYABLES (g
-
d)
15,523 16,729
(i) Non-current financial payables
(excluding current portion and debt
instruments)
(7,119) (9,111)
Valsoia S.p.A./Annual Financial Report at December 31, 2023
17
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Description
(EUR 000)
12.31.2023
of which:
related parties
12.31.2022
of which:
related parties
(j)
Debt instruments
0
0
(
k
)
N
on
-
current
trade and other payables
0
0
(
l
)
Non
-
current financial payables (i+j
+k
)
(7,119)
(9,111)
(
m
) TOTAL FINANCIAL PAYABLES (k
+l
)
8,404
7,618
As an additional element of information, it should be noted that a significant portion of the cash and cash
equivalents (totalling EUR 20,197 thousand) was used in 2022 for an investment in non-current credit financial
instruments measured at fair value at year-end in the amount of EUR 18,905 thousand.
For more information, a representation of the Net Financial Position including this non-current asset is shown
below:
Description (EUR 000) 12.31.2023
12.31.2022
Cash
2
4
Current accounts and bank deposits
17,969
19,703
Current financial assets
0
0
Total cash and cash equivalents
17,971
19,707
Current loans and borrowings
(1,730)
(2,310)
Current payables for leases
(718)
(668)
Current net short
-
term financial position
15,523
16,729
Medium/long
-
term financial assets (*)
18,905
19,471
Non
-
current loans and borrowings
(5,724)
(7,409)
Non
-
current payables for leases
(1,395)
(1,702)
ADJUSTED NET FINANCIAL POSITION
27,309
27,089
(*) fair-value measurement as at December 31 of the reporting year (invested value of EUR 20.2 million)
At December 31, 2023, the Company’s adjusted net financial position was approximately EUR 27.3 million, in
line with the beginning of the year. The Net Financial Position at December 31, 2023 and at December 31,
2022 include payables for EUR 2.11 and 2.37 million, respectively for leases concerning the representation of
the mere accounting effects deriving from the application of IFRS 16 relating to existing lease agreements
(rental of offices in Bologna and rental of warehouses in Serravalle) and operating leases (long-term rental of
company cars); in addition, the net financial position at December 31, 2023 recognises the investment in non-
current financial assets at fair value, with a negative adjustment of more than EUR 1.3 million to the value
invested, and approximately EUR 0.6 million less than that at December 31, 2022.
As a result, the net cash flow generated by the Company’s routine operations in fiscal year 2023 was actually
positive by more than EUR 0.5 million.
During the entire 2023 financial year, current operations continued the positive generation of cash with a
primary operating cash flow of EUR 12.6 million. In the same period, careful management of commercial
Valsoia S.p.A./Annual Financial Report at December 31, 2023
18
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working capital, despite an increase in turnover, did not lead to a substantial absorption of liquidity.
Tax management resulted in a cash outflow of approximately EUR 1.5 million.
On the other hand, financial outflows were EUR 6.5 million, due to the requirements relating to investments
(tangible for EUR 6.2 million, intangible and financial for approximately EUR 0.3) and EUR 0.7 million relating
to lease payments and rent effectively paid during the year. The investment in non-current financial assets
(Italian government bonds, BTPs) entailed the collection of a coupon (interest + revaluation per FOI index,
excluding tobacco) of EUR 0.7 million. Finally, the shareholder remuneration policy continued in 2023, resulting
in a cash outflow of EUR 4.1 million for dividends paid during the year.
MAIN RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED
Risks of a financial nature and derivative instruments
Foreign Exchange Risk
The Company purchases raw materials for its production in the international market and carries out business
transactions in euros and, as regards purchases made from the United States of America, in US dollars. At the
same time, the Company makes sales of finished products abroad (EEC and non-EEC) and settles the related
business transactions mainly in euros, with the exception of sales in the United States of America which are
settled in US dollars.
The exchange rate risk therefore derives from the net exposure in US dollars.
During the year, the Company did not implement currency forward purchase operations.
Credit Risk
The Company deals with customers who belong primarily to the large-scale retail sector, and which have
historically shown an overall limited insolvency rate. Therefore, the Company monitors carefully the quality of
its receivables in terms of risk control.
Interest Rate Risk
Given the capital and financial structure, and in consideration of the conditions under which the outstanding
loans were taken out (fixed rate), it is believed that the Company is not particularly exposed to the risk of
changes in the interest rates. The investment made in long-term financial assets (BTP Italia) provides a fixed-
rate coupon (floor) in addition to a revaluation based on the current inflation rate.
Cash and changes in Cash Flows risk
Considering the positive net financial position and the strong capacity to generate cash flows from operations,
the risk from changes in the cash flows is estimated to be relatively low. Valsoia was also granted significant
credit facilities by the banks, not used to date, which are more than adequate with respect to its current needs.
Operating risks
Risks related to the food/health sector
Although Valsoia guarantees effective quality control on its own production and on externally acquired
Valsoia S.p.A./Annual Financial Report at December 31, 2023
19
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products through the constant monitoring of raw materials, production processes and finished products, it
cannot be excluded that, similarly to any other company operating in the food sector, an accidental
contamination of the product by external agents, unpredicted in the formulation of the product, may occur.
In particular, Valsoia has always chosen to use only raw materials that are not genetically modified. For this
purpose, the Company requires certifications from all the suppliers of raw materials, as a proof of their GMO-
free status. In addition, the Company requires CSQA certifications to confirm the absence of genetically
modified organisms both in the raw materials used and in the finished products; however, Valsoia cannot
exclude their accidental presence in marketed products.
In general, contamination of products by external agents, including genetically modified organisms above the
tolerance threshold, would involve a recall of the products from the market, with related financial burdens, as
well as the risk of penalties charged to the Company and to any responsible individual. It also cannot be
excluded that, if the use of food produced by Valsoia causes harm to the health of the consumers, the Company
may be subject to compensation claims or actions due to these events.
Risks related to safety at the workplace and environmental damages
Valsoia owns and manages a production facility in Italy, Serravalle Sesia (VC) for the production of some of the
main products of the Company. Valsoia believes that it operates in full compliance with the regulations
concerning occupational safety and the protection of the environment. However, it cannot be excluded that,
for accidental reasons, the operations at the facility may cause harm to the employees of the Company, to
third parties or to the surrounding environment.
Risks related to operations carried out at the production facilities of third parties and providers of logistic services
In addition to the Serravalle Sesia production facility, the Company partners with third parties for the supply
of some products.
The marketing of products in Italy is carried out through a network of distribution centres specialised in the
distribution logistics of food products.
The production facility, the suppliers and the distribution centres are subject to ordinary operating risks,
including, but not limited to: malfunctioning of the equipment, non-compliance with applicable regulations,
revocation of permits and licenses, insufficient labour force or work disruptions, circumstances that may
involve an increase in production or transport costs, natural disasters, significant disruptions in the supply of
raw materials or semi-finished products, and terrorist attacks.
Any sudden and extended business disruption, due to the aforementioned events and other events, may have
a negative impact on the financial results of the Company. The use of products and distributors involves also
some additional risks and charges among which are the resolution of a contract and less control on the
supply/production chain. Any delay or defect in the supplied products or services, as well as the disruption or
termination of existing agreements without alternative solutions available in the short term, can have a negative
impact on the activities and financial results of Valsoia.
Risks related to relationships with purchasing centres
Valsoia offers its products to large scale retail distribution and boasts several hundred customers. In Italy,
within large scale retail distribution, it is normal practice that the execution of trade agreements with the
Valsoia S.p.A./Annual Financial Report at December 31, 2023
20
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suppliers is carried out for the most part by a limited number of purchasing centres involving a large portion
of the Italian current distribution. Even if, despite the relative degree of independence of each single affiliate,
the possibility of the direct contact of Valsoia with the individual customers cannot be excluded, each centre
avails itself of a significant contractual power in defining terms and conditions, and a possible termination of
relationships with one or more of these centres may have a strong negative impact on the financial results of
the Company.
Therefore, Valsoia, given the recognition of its trademarks, the high reputation of the services associated with
its products and the efficient distribution network, has maintained for many years strong business relationships
with all the main Italian purchasing centres.
Risks related with the termination of distribution contracts.
Currently, 8% of the Company’s revenue derives from the distribution of third party products (Weetabix, Oreo
O’s, Vallé and Haagen-Dazs). A termination of these relationships would have a negative impact on the financial
results of the Company.
Environmental risks
Operational risks related to environmental legislation or accidents with environmental repercussions
This category of risk relates to sanctions or limitations of production activities as a result of statutory or
regulatory non-compliance, or as of accidents due to natural or technical causes that may cause pollution or
alteration of the main environmental matrices (fires, floods and breakdowns).
The Company pays great attention to the environmental impact of its production activities and the use of
natural resources.
In particular, the Company conducts regular inspections and implements safety protocols that allow preventing
risks from regulatory non-compliance or accidents with environmental consequences.
Risks associated with the availability of natural resources
This category of risks relates to the reduced availability of many natural resources, some of which are
indispensable for the production of ice cream or for energy uses, considering that climate change and increased
global consumption are triggering important changes in the availability of these resources.
The Company has made significant investments by reducing the amount of water required for the production
process, as much as technically possible.
To date, the average water withdrawal of the Serravalle Sesia Facility is less than half of the benchmark of the
sector.
The risk of unscheduled energy supply interruptions is mitigated through the ongoing monitoring of energy
suppliers and the revolving maintenance and upgrading of facilities in accordance with technical energy
standards.
Other general risks
Risks related to the competition
Given the fact that the Company operates in the consumer packaged food products sector, currently
characterised by increased dynamics without particularly high-entry barriers from a production perspective, an
increase in competition by current and new competitors operating in related sectors cannot be excluded.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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An additional increase in competition could have negative impacts on the profitability of the Company;
therefore, Valsoia, a company leader in the main market segments in which it operates, has been developing
for years a careful marketing policy aimed at strengthening its trademarks, already widely recognised and
established.
Risks associated with the volatility of prices and availability of raw materials, packaging and energy
The prices of raw materials used by the Company are subject to the volatility of the relevant markets. This
situation concerns also the other costs for production, transport and distribution of the products that are, in
many cases, directly affected by the fluctuations in the price of energy components.
In this scenario of uncertainty, there was recently a sharp increase in the prices of raw materials used,
packaging, services and energy sources, which had a negative impact on the Company’s margins but without
any consequences on its financial and equity solidity. A return to a more normal scenario is also expected in
the medium term.
Risks associated with the war in Ukraine
The conflict between the Russian Federation and Ukraine, which started on February 21, 2022, is still ongoing.
Economic sanctions on Russia (and in some cases Belarus) adopted as reaction in response by multiple states,
including the EU, the UK, Switzerland, the US, Canada, Japan and Australia, are still in place.
From a commercial point of view, Valsoia did not have and does not have any ongoing direct relations with
entities residing in the Russian and Ukrainian territories.
The Company closely monitors the development of the situation in Ukraine, and has implemented, since the
outset, procedures aimed at monitoring the sanctioning measures published on the websites of the Official
Journal of the European Union, the European Council, the Financial Intelligence Unit - FIU and the Financial
Security Committee:
1- Prohibition of establishing commercial, financial or any other kind of relations with subjects residing in the
Russian Federation and Ukraine;
2- Strengthening of company data back up policies, of the Disaster recovery procedure and of the
cybersecurity system, in general.
At this time, the Directors do not believe that the conflict still currently underway will result in material
uncertainties regarding the going concern assumption.
Risks associated with the Hamas - Israel war
The conflict between the state of Israel and Hamas, which started on October 7, 2023, is still ongoing.
From a commercial point of view, Valsoia did not have, and does not have, any ongoing direct relations with
entities residing in the area of the conflict.
The Company closely monitors the development of the situation and has implemented, since the outset,
procedures aimed at monitoring potential sanctioning measures published on the websites of the Official
Journal of the European Union, the European Council, the Financial Intelligence Unit - FIU and the Financial
Security Committee:
At this time, the Directors do not believe that the conflict still currently underway will result in material
uncertainties regarding the going concern assumption.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
22
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SIGNIFICANT EVENTS AFTER THE INTERIM PERIOD AND BUSINESS OUTLOOK
In the period following the closure of the Annual Financial Report, for the months of January and February
2024, there was still growth in sales revenues in Italy, despite the slowdown in volumes.
The company's foreign sales continued to grow, with the same positive progression as in the year 2023.
In January 2024 a major brand review project on the “Valsoia Bontà e Salute” brand was presented to the sales
force. Following research on consumers of alternative vegetable products, and specifically on the Brand's
target audience, the graphics of all Valsoia Bontà e Salute” lines (Italy and abroad) and, in line with this, the
logo, were changed.
The new look is being phased in starting in early 2024.
It will reach the shelves ahead of new communication that will reinforce the brand’s image and positioning.
The company is currently involved in the closing of the 2024 contract renewals with large retail chains and is
also focused on intense negotiations with suppliers of raw materials, packaging and services.
The 2024 business plans call for all product lines, owned and distributed, to have price lists and sales conditions
unchanged from 2023 with the exception only of Santa Rosa jams and Valsoia chocolate vegetable cream
which are expected to have increasing price lists
F
inally, during the first two months of 2024, the fourth Sustainability Report (2023) of a voluntary and non-
financial nature was completed for the benefit of the company’s stakeholders.
OTHER INFORMATION
Other information
Personal Data Protection Code.
Valsoia, upon a Resolution issued by the Board of Directors on May 7, 2018, has adopted an Organisational
Model for the protection of personal information, pursuant to the Regulation (EU) 2016/679 (the “GDPR”).
The Company has implemented during the year the activities provided for in the Model and in the applicable
laws and has appointed a Data Protection Officer (“DPO”) in order to ensure the necessary reviews about the
compliance by the Company with all the provisions in the areas of privacy and security of personal information,
as per the GDPR and the other applicable regulations.
Transactions carried out with the parent company and with related parties
In addition to transactions with the parent company and its subsidiaries and affiliates, Valsoia also carried out
transactions with related parties the economic and financial impact of which was not significant, which were
in any case carried out at arm's length. For further details, please refer to the Notes to the Financial Statements.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
23
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In addition, on June 21, 2021, following the amendments made by Consob, by Resolution no. 21624 of
December 10, 2020 to its Related Party Transactions Regulation, Valsoia’s Board of Directors adapted the
procedure for existing related party transactions, incorporating the regulatory changes. For additional
information please refer to the procedure published on the website www.valsoiaspa.com.
Atypical and/or unusual transactions
Pursuant to CONSOB Communication DEM/6064293 of July 28, 2006, it is hereby specified that, other than
what has been indicated above, the Company has not carried out any atypical and/or unusual transactions.
Management and co-ordination activities
Though controlled by Lorenzo Sassoli de Bianchi, the Chairman of the company, through Finsalute S.r.l., Valsoia
S.p.A. is not subject to the management and coordination of the latter pursuant to Articles 2497 et seq. of the
Italian Civil Code. This situation is demonstrated, inter alia, by Valsoia's independence in its negotiations with
customers, suppliers and the banking system.
Report on Corporate Governance and Ownership Structures
The Board of Directors has prepared the Report on Corporate Governance and Ownership Structure required
by Art. 123-bis of Legislative Decree 58/1998. This document is available for consultation on the Company’s
website www.valsoiaspa.com in the Investor Relations section.
Treasury shares disclosures
At December 31, 2023 the Company had no treasury shares in its portfolio.
Dividend bearing shares, convertible bonds and other securities issued by the Company
Neither dividend bearing shares nor bonds convertible into shares were issued.
Research and development activities
During the period, research and development activities continued in line with the Marketing Plans objectives:
- verification of the qualitative performance of the Company's products in respect of market benchmarks
with the aim of maintaining our leadership position enjoyed in Quality;
- research and development of new products that represent the plant-based alternative to existing products
with high health performance as well as high organoleptic characteristics;
- research and development in the area of Santa Rosa jams, Piadina Loriana and Diete Tic, also in market
segments adjacent to the current products.
Review of the existing product portfolio
The activities of the Company have also focused on the research of new variants in terms of the flavour and/or
nutritional or health properties of the products in the portfolio. The Company has also conducted several
sensory researches on the existing products and innovations, implementing the indications obtained for
improvements.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
24
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Information on energy savings
In 2023, Valsoia renewed its certification from the certification entity KiwaCermet pursuant to UNI ISO 50001
( Energy Management).
In 2023, approximately 2.4% (95,700 kWh) of electric power necessary for production was obtained thanks
for the photovoltaic plant installed in 2011.
Valsoia is not subject to the emission trading scheme as it does not own combustion plants with heating power
in excess of 20 MW.
In 2023, Valsoia received no definitive fines or penalties for environmental offences or damages.
Information on the Personnel
The table below shows the changes concerning the employees or similar personnel during 2023:
Personnel 12.31.22
Resignations/
Terminations
Hires
Internal
movement
s
12.31.23
Chang
e
Executives
11
-
1
10
-
1
Tax
/Managerial
staff
97
-11
18
104
7
Factory
workers
23
-1
5
27
4
Co.co.co(*)
1
1
0
Total
132
-
13
23
142
10
(*) Coordinated and on-going cooperation (BoD members excluded)
In addition to the fixed personnel in the establishment included in the data above, in 2023 30,885 hours of
seasonal work were used for the production of ice cream (29,637 in 2022).
As shown by the results above, in 2023 the Company increased its workforce by 10 units.
The ratio between hires and terminations shows a higher turnover of staff in the clerical area.
The total annual days of absence due to illness were approximately 590 (on the average 4 days per person, in
line with 2022).
It should be noted that, in order to further improve the level of occupational health and safety, reduce
progressively the costs and increase efficiency and services, in 2022, the Company implemented the safety
management system which had begun in 2008, pursuant to the UNI-INAIL guidelines of September 28, 2001.
In order to meet the transparency obligations required by regulations, the “REPORT ON THE
REMUNERATION POLICY AND FEES PAID” was prepared pursuant to Art. 123-bis of the Consolidated
Finance Law and Art. 84-quater of the Issuers’ Regulation. This document is available on the Company’s
website at https://www.valsoiaspa.com/investor-relations/corpor
ate-governance/Assemblee
Valsoia S.p.A./Annual Financial Report at December 31, 2023
25
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Investments in Valsoia S.p.A held by members of the bodies of
administration and control.
The table below shows the changes that took place during the year in the investments held by members of
the administration and control bodies, also through fiduciary companies or subsidiaries or held by individuals
that are very closely connected to them: under-age children and non legally-separated spouses:
Name and surname
Position
Number of
shares as at
12.31.2022
%
Share Cap.
Number
of shares
purchased
in the
Period
Number of
shares sold
in the
Period
Number of
shares at
12.31.2023
%
Share
Cap.
Lorenzo Sassoli de
Bianchi
A 6,533,526
60.664
-
-21,400
6,512,126
60.465
Marco Montefameglio
(a)
D 774,778
7.194
-
-
774,778
7.194
Furio Burnelli (b)
B
958,357
8.898
-
-
958,357
8.898
Gregorio Sassoli de
Bianchi
B 2,000
0.018
-
-
2,000
0.018
Susanna Zucchelli
D
-
-
-
-
-
-
Francesca Postacchini
D
-
-
-
-
-
-
Gianfranco Tomassoli
E
-
-
-
-
-
-
Massimo Mezzogori
F
-
-
-
-
-
-
Claudia Spisni
F
-
-
-
-
-
-
Andrea
Panzani
C, G
64,813
0.602
41,400
-
50
,
000
56,213
0.522
Camilla Chiusoli
D
-
-
-
-
-
Patrizia Fogacci ( c)
D
11,688
0.109
11,688
0.109
Ilaria Monetti
D
-
-
-
-
-
-
A Chairman of the Board of Directors
B Deputy Chairman of the Board of Directors
C CEO
D Director
E Chairman of the Board of Statutory Auditors
F Statutory Auditor
G General Manager
(a) shares held through the company GALVANI FIDUCIARIA (in which Mr. Marco Montefameglio holds the position of Sole Director). It should be
noted that Galvani Fiduciaria is trustee of the KOBRA trust, holder of the entire shareholding of Mr. Ruggero Ariotti who passed away on 13 May
2020.
(b) includes the shares held by spouse Angela Bergamini
(c) Director in office until 27 April 2023
Valsoia S.p.A./Annual Financial Report at December 31, 2023
26
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NOTES
Valsoia S.p.A is a joint stock company with registered office in Italy, in Bologna, at Via Barontini no. 16/5,
registered at the Bologna Business Registry Office, with fully paid-up share capital of EUR 3,554,100.66, listed
on the Euronext stock market of the Italian Stock Exchange.
These Financial Statements were prepared in compliance with the International Financial Reporting Standards
(“IFRS”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the European Union,
and they are in compliance with the provisions issued in implementation of Article 9 of Legislative Decree
9/2005, as has been done in previous financial years.
The term IFRS includes all the revised International Accounting Standards (“IAS”) and all the interpretations of
the International Financial Reporting Interpretations Committee (“IFRIC”), formerly known as the Standing
Interpretations Committee (“SIC”).
These Financial Statements for financial year 2023 have been drafted in compliance with CONSOB Regulation
no. 11971 of May 14, 1999, as amended by CONSOB Resolution no. 14990 of April 14, 2005.
As required by CONSOB Communication no. DEM/6064293 of 7/28/2006, we hereby specify that the
classifications of income statement items contained in this Directors’ Report reflect exactly the Financial
Statements.
A
LLOCATION OF PROFIT FOR THE PERIOD
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,223,996.27
We propose to allocate:
- to the extraordinary reserve: EUR 3,131,395.51
- a dividend of EUR 0.38 for each of the
10,770,002 shares totalling: EUR 4,092,600.76
We hereby propose that the dividends be paid on May 8, 2024, with record date May 7, 2024 and ex-dividend
date of May 6, 2024.
/
B
ologna, March 11, 2024
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
Valsoia S.p.A./Annual Financial Report at December 31, 2023
27
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Annual Financial Report at December 31, 2023
Condensed
Financial
Statements
3 /
Graphics
ACCOUNTING STATEMENTS
FIGURES IN EUROS
STATEMENT OF FINANCIAL POSITION Notes Decembe, 31, 2023 December 31, 2022
CURRENT ASSETS
Cash and cash equivalents (1) 17,970,778 19,706,887
Trade receivables (2) 13,261,072 13,128,169
Inventories (3) 9,998,531 12,175,538
Other current assets (4) 1,682,623 1,612,708
Total current assets 42,913,004 46,623,302
NON-CURRENT ASSETS
Goodwill (5) 17,453,307 17,453,307
Intangible assets (6) 25,667,927 26,185,754
Property, plant and equipment (7) 16,278,156 11,461,781
Right-of-Use assets (8) 2,109,648 2,372,408
Financial assets (9) 554,071 420,000
Other non-current financial assets (10) 18,905,029 19,470,865
Other non-current assets (11) 51,092 56,478
Total non-current assets 81,019,230 77,420,593
TOTAL ASSETS 123,932,234 124,043,895
Valsoia S.p.A./Annual Financial Report at December 31, 2023
29
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STATEMENT OF FINANCIAL POSITION Notes December 31, 2023 December 31, 2022
CURRENT LIABILITIES
Current financial liabilities (12) 1,684,574 2,310,444
Other current financial liabilities (13) 763,161 667,955
Trade payables (14) 21,153,147 23,065,173
Current tax liabilities (15) 378,107 823,725
Provision (16) 206,004 156,936
Other current liabilities (17) 3,386,820 3,322,736
Total current liabilities 27,571,813 30,346,969
NON-CURRENT LIABILITIES
Non -current financial liabilities (18) 5,724,374 7,408,762
Other non-current financial liabilities (19) 1,394,549 1,701,819
Deffered tax liabilites (20) 3,926,990 2,368,594
Employee benefits (21) 268,430 284,213
Total non-current liabilities 11,314,343 11,763,387
SHAREHOLDERS’ EQUITY
(22)
Share Capital 3,554,101 3,554,101
Legal Reserve 700,605 700,605
Reserve reassessment/realignment 29,377,470 29,377,470
IAS/IFRS adjustments reserve (1,202,290) (1,202,290)
Other Reserves 45,392,196 41,527,999
Profit/(loss) for the period 7,223,996 7,975,653
Total Shareholders' equity 85,046,078 81,933,538
TOTAL 123,932,234 124,043,895
Valsoia S.p.A./Annual Financial Report at December 31, 2023
30
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ACCOUNTING STATEMENTS
FIGURES IN EUROS
INCOME STATEMENT Notes December 31, 2023 December 31, 2022
REVENUE AND INCOME
(2
3)
Revenue 112,817,925 101,320,427
Other income 2,479,278 2,341,431
Revenue and income 115,297,203 103,661,858
OPERATING COSTS
(24)
Purchases (63,870,755) (60,350,434)
Services (23,358,361) (21,422,215)
Personnel costs (12,308,560) (11,378,987)
Changes in inventories (2,177,007) 3,096,103
Other operating costs and expenses (1,074,646) (1,157,886)
Total operating costs (102,789,329) (91,213,419)
GROSS OPERATING RESULT 12,507,874 12,448,439
Amortisation, depreciation and write-downs (25) (2,853,210) (2,693,153)
NET OPERATING RESULT 9,654,664 9,755,286
Financial Income/(Expenses) (26) 700,805 1,302,765
PROFIT BEFORE TAX 10,355,469 11,058,051
TAXES
(27)
Income taxes (1,436,138) (1,522,628)
Deferred tax assets/liabilities (1,558,396) (1,559,770)
Non-recurrent tax effects (136,939) 0
Total taxes (3,131,473) (3,082,398)
PROFIT/(LOSS) FOR THE YEAR 7,223,996 7,975,653
Basic EPS (28) 0.671 0.741
Diluted EPS 0.659 0.727
Valsoia S.p.A./Annual Financial Report at December 31, 2023
31
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FIGURES IN EUROS
STATEMENT OF COMPREHENSIVE INCOME Notes December 31, 2023 December 31, 2022
PROFIT (LOSS) FOR THE PERIOD 7,223,996 7,975,653
O
THER COMPREHENSIVE INCOME/(EXPENSE) WHICH
WILL NOT BE SUBSEQUENTLY
RECLASSIFIED TO PROFIT/(LOSS) FOR THE PERIOD
Ac
tuarial gains/(losses) on defined benefit plans (1,913) 22,005
Equity securities valued at FVOCI (565,836) (725,807)
Total (567,749) (703,802)
TOTAL COMPREHENSIVE INCOME FOR YEAR (LOSS) 6,656,247 7,271,851
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2023
32
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FIGURES IN EUROS
RENDICONTO FINANZIARIO PER I PERIODI CHIUSI AL
STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED AT December 31, 2023 December 31, 2022
A Cash flows from operating activities
Profit for the year 7,223,996 7,975,653
Adjustments for:
. Amortisation, depreciation and write-down of tangible fixed assets 1,388,619 701,843
. Amortisation, depreciation and write-down of intangible fixed assets 729,990 1,319,385
.
Amortisation, depreciation and write-down of fixed assets for rights of
use
734,601 671,924
. Net financial charges/(income) (700,805) (1,302,764)
.
Net change in other provisions
(281,138)
(93,910)
. Capital (gains) - Losses from asset disposal (11,989) (5,378)
.
Share-based payment transactions settled with equity instruments
548,894
74,752
. Income taxes 2,994,534 3,082,398
12,626,702 12,423,903
Changes in:
(Increase)/Decrease in trade receivables (104,733) (4,920,300)
(Increase)/Decrease in Inventories 2,479,042 (3,036,249)
Increase/(Decrease) in trade payables (1,912,026) 7,001,807
(Increase)/Decrease in other receivables 121,253 (14,868)
Increase/(Decrease) in other payables (578,014) (741,764)
Increase/(Decrease) in provisions and employee benefits (17,696) (73,830)
- Changes in Working Capital (12,174) (1,785,204)
Cash and cash equivalents generated by operating activities 12,614,528 10,638,699
B Interest paid (138,226) (97,926)
C Income tax paid (1,436,881) (1,569,064)
Net cash and cash equivalents generated by operating activities 11,039,421 8,971,709
D Cash flows from investing activities
-
Net increases in property, plant and equipment (6,193,004) (2,846,361)
-
Net increases in intangible assets (212,163) (328,910)
-
Net investments in financial assets (83,624) (20,203,051)
-
Interest collected 845,087 1,440,897
N
et cash and cash equivalents absorbed / generated by investment
activities
(5,643,704) (21,937,425)
E Cash flows from financing activities
Proceeds from the issue of shares 0 20,328
Increase/(decrease) in financial liabilities (2,310,259) (3,832,358)
Payment of lease liabilities (728,966) (691,273)
Dividends paid (4,092,601) (4,069,193)
Net cash generated from financing activities (7,131,826) (8,572,496)
F Net increase/decrease in cash and cash equivalents (1,736,109) (21,538,211)
Cash and cash equivalents as at January 1 19,706,887 41,245,098
G Cash and cash equivalents as at December 31 17,970,778 19,706,887
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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FIGURES IN EUROS
STATEMENT OF CHANGES IN EQUITY
SHARE
CAP
ITAL
LEGAL
RESERVE
REALIGNMEN
T
RESERVES
ADJUST.
RESERVE
IAS/IFRS
OTHER
RESERVES
PROFIT/
(LOSS)
FOR THE
PERIOD
TOTAL
SHAREHOLDE
RS'
EQUITY
BALANCE AS AT DECEMBER 31, 2021 3,533,773 700,605 29,377,470 (1,202,290) 38,861,731 7,364,512 78,635,801
2022 changes
Allocation of profit for FY 2021:
- dividend distribution
(4,069,193) (4,069,193)
- reserves
3,295,319 (3,295,319) 0
SC increase for 2019-2022 SOP
20,328 20,328
SOP charges
74,752 74,752
Comprehensive income/(loss)
- Result for the period
7,975,653 7,975,653
- Other components of the income statement
(703,803) (703,803)
BALANCE AS AT December 31, 2022 3,554,101 700,605 29,377,470 (1,202,290) 41,527,999 7,975,653 81,933,538
2023 changes
Allocation of profit for FY 2022:
- dividend distribution
(4,092,601) (4,092,601)
- reserves
3,883,052 (3,883,052) 0
SC increase for 2019-2022 SOP
0 0
SOP charges
548,894 548,894
Comprehensive income/(loss)
- Result for the period
7,223,996 7,223,996
- Other components of the income statement
(567,749) (567,749)
BALANCE AS AT December 31, 2023 3,554,101 700,605 29,377,470 (1,202,290) 45,392,196 7,223,995 85,046,078
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2023
34
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NOTES TO THE FINANCIAL STATEMENTS
Introduction
Valsoia S.p.A. (hereinafter Valsoia” or the “Company”) is a joint stock company established in Italy, registered
with the Companies Register of Bologna, with fully paid-up share capital of EUR 3,554,100.66, with registered
office in Italy, Bologna, Via Barontini 16/5, listed on the MTA of Borsa Italiana S.p.A.
These Financial Statements for the financial year that ended on 31 December 2023 have been drafted in
compliance with CONSOB Regulation no. 11971 of 14 May 1999, as amended by CONSOB Resolution no.
14990 of 14 April 2005. These Financial Statements were prepared in compliance with the International
Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and
endorsed by the European Union, and they are in compliance with the provisions issued in implementation of
Article 9 of Legislative Decree 9/2005, as in previous financial years. The term IFRS includes all the revised
International Accounting Standards (“IAS”) and all the interpretations of the International Financial Reporting
Interpretations Committee (“IFRIC”), formerly known as the Standing Interpretations Committee (“SIC”).
Valsoia, at the closing date of the financial year, holds a controlling equity investment in Valsoia Pronova d.o.o.
(SLO) and in the Swedish Green Food Co. AB (SE). In consideration of the non-substantial impact of the financial
figures of the Subsidiaries (See Note 9), Valsoia does not prepare consolidated Financial Statements. As provided
for in the relevant accounting standards, Group reports will be prepared when considered relevant in terms of
complete information on the financial and business results of the Group. The relevance will be based, inter alia,
on the impact of the financial position and business volume shown by the subsidiaries, any indebtedness
pertaining to them and any other factors that may be relevant for the user of the Financial Statements.
The Financial Statements include:
the statement of financial position at December 31, 2023, compared with the results of December 31,
2022. The statement of financial position provides a classification based on the current, or non-current,
nature of the items comprising it, and in particular:
- current assets are represented by cash or cash equivalents, by assets that are expected to be realised,
s
old or consumed during the ordinary operations of the company, by assets held for trading, by assets
that are expected to be realised within twelve months from the reporting date. All other assets are
classified as non-current.
- current liabilities are the liabilities that will be presumably extinguished during the ordinary operations
of the company or within twelve months from the reporting date, or the liabilities that do not have an
unconditional right to the deferral of their extinction beyond twelve months. All other liabilities are
classified as non-current. Pursuant to CONSOB Resolution no. 15519 of July 27, 2006, the financial
effects of the transactions with related parties, if significant, are recognised separately in the statement
of financial position.
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The income statement for FY 2023, compared with the income statement of the previous year. In particular,
it must be noted that the adopted income statement, compliant with the IAS 1 provisions, shows the
following interim result, not defined as an accounting measurement according to the IFRSs (therefore it is
possible that the definition criteria of such interim results may not be consistent with those adopted by
other companies), since the Company's Directors believe that it contains significant information for
understanding the Company's results:
- EBITDA: comprises the Net profit (loss) for the period, before taxes, gains and losses arising from
financial operations, amortisation/depreciation and write-downs of fixed assets carried out during the
relevant period.
Furthermore, pursuant to CONSOB Resolution no. 15519 of July 27, 2006, we note that the effects of the
transactions with related parties and of the significant non-recurring events and transactions and/or
atypical/unusual income transactions are shown separately in the income statement, if significant.
The statement of comprehensive income, compared with
the statement of comprehensive income of the
previous year. This statement includes the profit/(loss) for the year as well as expenses and income
recognised directly in equity for transactions other than those with shareholders.
The statement of cash flows for FY 2023, compared with the statement of cash flows of the same period
of last year. In preparing the statement of cash flows, the indirect method by which the profit or loss of
the period is adjusted based on the effects of non-monetary operations, by any deferral or allocation of
previous or future operating income or payments and by items of costs and revenues related to the financial
flows arising from investment or financial activities – was adopted. To ensure a better presentation of the
cash flow information, the items "Deferred tax assets and liabilities" and "Provision for post-employment
benefits" were restated from previous years.
The statement of changes in equity for years 2023 and 2022.
The Explanatory Notes. The Tables in the Explanatory Notes indicate, for the purpose of a better
comparison of the Financial Statement data, the comparison between the data as at 31 December 2023
and data as at 31 December 2022.
The Financial Statements related to the period ended at 31 December 2023, were prepared in Euro, the
functional currency of the Company. They consist of the statement of financial position, the Income Statement
and the statement of Comprehensive Income, the statement of Cash Flows, the statement of changes in equity
and the Explanatory Notes to the Financial Statements. All the figures shown in the Notes are expressed in EUR
thousand, unless otherwise indicated. The separate financial statements are audited by KPMG S.p.A. on the
basis of the appointment made by the Shareholders' Meeting of April 23, 2015 for the period 2015-2023. The
Directors authorised the publication of these separate Financial Statements on 11 March 2024. The
Shareholders' Meeting called to approve the Financial Statements has the right to request amendments to the
financial statements.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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New accounting standards, amendments and interpretations ratified by the
European Union and entered into effect at the start of the period beginning on
January 1, 2023
Regulation (EU) no. 2022/1392 of August 11, 2022 endorsed “Deferred Tax related to Assets and Liabilities
arising from a Single Transaction (Amendments to IAS 12 Income Taxes)”. The Regulation was published by the
IASB Board on May 7, 2021.
Having observed diversity in the accounting treatments adopted by entities, the IASB Board introduced an
amendment to IAS 12 to reduce the diversity of application of the Standard described above.
The IASB Board has clarified the following:
the exemption to the initial recognition of DTAs/DTLs is not applicable in circumstances where an asset
and a liability are recognised in the financial statements from a single transaction for which equal
temporary differences are identifiable;
deductible and taxable temporary differences must be calculated by considering separately the asset
and liability and not on their net value. DTAs are only recognised if they are deemed recoverable.
With regard to presentation in the financial statements, the amendments to IAS 12 do not eliminate the
obligation to offset DTAs/DTLs already provided for in the Standard.
The following documents published by the IASB Board on February 12, 2021 were adopted by effect of
Regulation (EU) No. 2022/357 of March 2, 2022:
Disclosure of accounting standards (Amendments to IAS 1 Presentation of financial statements);
Definition of accounting estimates (Amendments to IAS 8 Accounting standards, changes in accounting
estimates and errors).
With the Amendments to IAS 1, additional guidelines were defined to allow entities to decide which accounting
policies should be described in the notes to the financial statements.
The IASB Board amended IAS 1 to clarify that an entity must disclose in the notes to the financial statements
the material information on the accounting standards adopted and not describe all significant accounting
standards. An entity must also exercise appropriate judgement in identifying material information regarding the
accounting policies it has adopted, considering the size (“quantitative factors”) and nature (“qualitative factors”)
of the transactions, other events or conditions related to them.
As a result of the Amendments to IAS 1, the following accounting standards were also adjusted to align their
disclosure requirements with the provisions of IAS 1:
IFRS 7 Financial Instruments: Disclosures;
IAS 26 Pension Fund Recognition and Presentation;
IAS 34 Interim Financial Reporting.
The Amendments to IAS 8 clarified the distinction between a change in accounting policies and a change in
accounting estimates for which different accounting treatments are provided:
the effects of a change in accounting estimates are generally recognised prospectively in the financial
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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statements;
the effects of a change in accounting policies are generally recognised retrospectively.
The Amendments to IAS 8 also presented a new definition of “accounting estimates”, replacing the definition of
“change in accounting estimates” with this concept.
In Regulation (EU) No 2023/2468 of November 8, 2023, the European Commission endorsed the document
“International Tax Reform Pillar 2 Model Rules (Amendments to IAS 12 Income Taxes)”. For the IASB, the date
of publication of the Regulation was May 23, 2023, while for the European Union the date of publication was
November 9, 2023, the date of publication of the endorsing regulation.
In October 2021 more than 135 countries, representing more than 90% of the world's GDP, agreed to
implement a global tax reform. This reform is based on two pillars:
Pillar 1: aimed at ensuring a fair distribution of profits and taxation rights between countries;
Pillar 2: aimed at ensuring that large multinational groups pay a minimum of 15% income tax in each
jurisdiction in which they operate through the introduction of a top-up tax.
On December 14, 2022 the European Commission adopted EU Directive 2022/2523 introducing the top-up
tax for multinational groups and, in order to ensure compliance with the EU Treaties, extended it to domestic
groups of companies.
The deadline for transposition of the directive by the member states has been set for December 31, 2023.
Under IAS 12, an entity is required to reflect the deferred tax impacts of its assets and liabilities on the basis of
tax rules enacted or substantively enacted at the reporting date.
On the basis of the operating mechanisms of the Pillar 2 model, a number of IAS 12 application issues emerged,
with particular reference to the accounting treatment of deferred taxes:
possible emergence of further temporary differences;
the need to restate deferred tax assets and liabilities to reflect the potential effects of the top-up tax;
tax rate to be used to measure deferred tax assets and liabilities.
Due to the complexity of the accounting issues, the IASB Board decided, in an urgent process, to amend IAS 12
in order to ensure greater comparability of financial statements and to avoid the risk of entities defining
accounting treatments that conflict with the requirements of IAS 12.
Temporary and mandatory exception to deferred taxation accounting related to Pillar 2 tax legislation.
Due to the temporary and mandatory exception introduced in IAS 12, entities are not required to recognise or
disclose deferred tax assets and liabilities related to Pillar 2 income taxes. Entities must disclose the application
of the temporary exception in the notes to the financial statements.
New disclosure obligations:
In periods when Pillar 2 tax legislation is enacted or substantively enacted but has not yet become
effective, an entity must provide qualitative and quantitative disclosures that enable users of financial
statements to understand the entity's exposure to Pillar 2 income taxes determined in accordance with
such new legislation;
Where exposure information is not known or cannot reasonably be estimated, the entity must disclose
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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a specific statement to that effect and information on the entity's progress in evaluating its exposure in
the notes to the financial statements;
In periods when the new tax legislation is in effect, the entity must disclose the amount of the top-up
tax recognised in the period separately in the notes.
Accounting Standards, Amendments and Interpretations endorsed by the EU and
effective from January 1, 2024
In June 2020 the IFRS Interpretation Committee (“IFRS IC”) published an Agenda Decision concerning the
accounting treatment, in accordance with IFRS 16, of a sale-and-leaseback transaction involving payment of
variable rent by the seller/tenant.
IFRS IC clarified that in a sale-and-leaseback transaction the seller/tenant must recognise in its financial
statements an asset for the right of use, equal to the portion of the right retained, and a lease liability determined
by taking into account any variable leaseback payments due. Following the publication of the Agenda Decision,
IFRS IC recommended that the IASB Board amend IFRS 16 to define how the lease liability recognised as a
result of a sale and leaseback transaction should be accounted for subsequently.
With Regulation (EU) No 2023/2579 of November 20, 20231, the European Commission endorsed the
document “Lease Liabilities in a Sale and Leaseback (Amendments to IFRS 16 Leases)”, published by the IASB
Board on September 22, 2022.
With the Amendments to IFRS 16, the IASB Board clarified the accounting treatment for subsequent
measurement of the lease liability arising from a sale-and-leaseback transaction.
The Amendments to IFRS 16 are effective for financial statements for financial years beginning on or after
January 1, 2024. Early application is permitted by providing adequate disclosure in the notes to the financial
statements.
The transitional provisions provide for the Amendments to IFRS 16 to be applied retroactively, in accordance
with the provisions of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, from the date of
first-time application of IFRS 16.
With Regulation (EU) No 2023/2822 of December 19, 2023, the European Commission endorsed the following
documents published by the IASB Board:
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial
Statements), published on January 23, 2020;
Non-current Liabilities with Clauses (Amendments to IAS 1 Presentation of Financial Statements),
published on October 31, 2022.
The Amendments to IAS 1 are the result of a lengthy IASB Board project aimed at clarifying how liabilities should
be classified as current or non-current in the statement of financial position.
The IASB Board's first objective was to clarify the apparently conflicting concepts expressed in paragraphs 69(d)
and 73 of IAS 1. The IASB Board clarified that:
the right to defer the settlement of a liability for a period of at least 12 months after the end of the
reporting period, referred to in paragraph 69(d), need not be unconditional but need only be
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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“substantive and [...] must exist at the end of the reporting period”;
the classification of a liability as current or non-current must not be affected by an entity's intentions
to exercise or not to exercise the right to defer payment beyond 12 months and by decisions made
between the reporting date and the date of its publication.
The Amendments to IAS 1 also clarified that, for the purposes of classifying a liability as current or non-current,
the term “settlement” (in paragraph 69(a), (c) and (d)) refers to a transfer to the counterparty that results in the
settlement of the liability.
Disclosure in the financial statements
An entity must disclose in its financial statements information about events that occur between the end of the
reporting period and the date on which the financial statements are authorised for publication. Such disclosure
requirements are specifically defined in IAS 1 as “non-adjusting events after the reporting period” in accordance
with the provisions of IAS 10 Events After the Reporting Period:
(a) long-term refinancing of a liability classified as current;
(b) remedy of the breach of a long-term financing agreement classified as current;
(c) granting by the lender of a grace period to remedy a breach of a long-term loan agreement classified as
current;
(d) settlement of a liability classified as non-current.
If management intends or expects to settle a liability classified as non-current within twelve months after the
reporting period, it does not change the classification in the financial statements but must disclose the timing
of such settlement in the notes.
Liabilities from loan agreements with covenants
The IASB Board clarified that, where the right to defer the settlement of a liability arising from a loan agreement
for at least 12 months after the reporting date is subject to compliance with specific covenants, the liability is
classified as non-current if all covenants under the agreement have been met up to the reporting date, even if
they are calculated in the first few months of the following reporting period.
Compliance with contractual covenants to be calculated after the reporting date is not relevant to the
classification of the liability in the statement of financial position.
Disclosure in the financial statements
The Amendments to IAS 1 introduced the following disclosure requirements for liabilities arising from loan
agreements that are classified as non-current liabilities in the statement of financial position, and for which the
right to defer settlement for at least 12 months after the reporting date is subject to compliance with covenants:
a) information about the covenants (including the nature of the covenants and when the entity is required to
comply with them) and the carrying amount of the related liabilities;
b) information about facts and circumstances, if any, that indicate that the entity may have difficulty complying
with the covenants (e.g., actions taken before and/or after the reporting date to avoid or mitigate a potential
breach of the covenants). These facts and circumstances could also refer to the situation in which the covenants
to be observed in the 12 months after the reporting date would not be observed using the figures at the end
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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of the reporting period.
The Amendments to IAS 1 are effective for financial statements for financial years beginning on or after January
1, 2024 and are to be applied retroactively in accordance with IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors. Early application is permitted by providing adequate disclosure in the notes to the financial
statements.
on May 25, 2023 the IASB published a document entitled “Supplier Finance Arrangements”, which amended
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures in response to investor requests
for greater transparency of the impact of supplier finance arrangements (also known as “supply chain financing”,
“payable finance” or “reverse factoring”) on financial statements.
The amendments introduce new disclosure requirements for entities to provide information on such
arrangements that enable users to assess the effects of the arrangements on the company's liabilities and cash
flows and its exposure to liquidity risk.
Under the amendments, companies must also disclose the type and effect of non-cash changes in the carrying
amounts of financial liabilities that are part of supplier finance arrangements.
For the purposes of the disclosures required by IFRS 7.34(c) on the concentration of liquidity risk, an entity
must take into account the presence of supplier finance arrangements, which result in the concentration of a
portion of the financial liabilities, originally due to multiple suppliers, with lenders.
The Amendments to IAS 7 and IFRS 7 are effective for financial statements for financial years beginning on or
after January 1, 2024. Early application is permitted.
In the first year of application the following are not required:
comparative information for the previous year;
with reference to the opening date of the current financial year, an indication of the financial liabilities
for which the supplier has already received payment and the intervals of the payment dates;
disclosure in interim financial statements.
The following is a list of documents applicable beginning with the Financial Statements for fiscal years beginning
on January 1, 2024 described above:
Document Title Issue date Effective date
EU endorsement
regulation date (OJEU
publication date)
Lease Liability in a Sale and Leaseback
(Amendments to IFRS 16)
September 22,
2022
January 1, 2024
(EU) 2023/2579 of
November 20, 2023
(November 21, 2023)
Classification of Liabilities as Current or
Non-Current (Amendments to IAS 1) +
Non-current Liabilities with Covenants
(Amendments to IAS 1)
January 23,
2020 (*)
October 31,
2022
January 1, 2024
(EU) 2023/2822 of
December 19, 2023
(December 20, 2023)
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
May 25, 2023 January 1, 2024 TBD
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(*) On July 15, 2020, the IASB Board published a further document to postpone the effective date of the first amendment (published on January
23, 2020) from January 1, 2023 to January 1, 2024. This amendment was then confirmed with the second amendment published on October 31,
2022 and is therefore not presented separately in the table.
Accounting standards, amendments and IFRS interpretations not yet approved by the European Union
(*) IFRS 14 entered into force on January 1, 2016, but the European Commission has decided to suspend the approval process pending the new
accounting standard on “rate-regulated activities”.
(**) In December 2015, the IASB Board published the document "Effective date of amendments to IFRS 10 and IAS 28", by which it removed the
mandatory effective date (which was scheduled to become effective on January 1, 2016) pending completion of the equity method project.
(*) IFRS 14 entered into force on January 1, 2016, but the European Commission has decided to suspend the approval process pending the new
accounting standard on “rate-regulated activities”.
(**) In December 2015, the IASB Board published the document “Effective date of amendments to IFRS 10 and IAS 28”, by which it removed the
mandatory effective date (which was scheduled to become effective on January 1, 2016) pending completion of the equity method project.
CHANGES TO ACCOUNTING STANDARDS
This Annual Financial Report has been prepared using the same accounting standards applied by the Company for
the preparation of the Financial Statements at December 31, 2022.
FINANCIAL RISK MANAGEMENT
Please see the Annual Financial Report - Directors' Report.
MEASUREMENT CRITERIA AND ACCOUNTING STANDARDS
These Financial Statements have been drawn up in compliance with the International Financial Reporting
Standards (“IFRS”) issued by the Accounting Standards Board (“IASB”) and endorsed by the European Union.
For this purpose, “IFRS” includes also the International Accounting Standards (IAS) currently in effect, as well as
all interpretation documents issued by the International Financial Reporting Interpretations Committee (“IFRIC”),
known formerly as the Standing Interpretations Committee (“SIC”). In preparing these Financial Statements, the
accounting standards adopted do not differ materially from those used for the preparation of the Financial
Document Title Issue date Effective date
EU endorsement
regulation date (OJEU
publication date)
Standards
IFRS 14 Regulatory deferral accounts
January 30,
2014
January 1, 2016
(*)
Unscheduled
Amendments
Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28) +
Amendments to effective date
September 11,
2014
December 17,
2015
Indefinite (**) Unscheduled
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
May 25, 2023 January 1, 2024 TBD
Lack of Exchangeability
(Amendments to IAS 21)
August 15,
2023
January 1, 2025 TBD
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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Statements last year.
MEASUREMENT CRITERIA
These annual financial statements have been prepared on the basis of the historical cost principle, except for
any fair value measurement where specifically indicated in the notes, and on a going concern basis. Indeed,
Directors gave careful consideration as to the assumption of the business being a going concern when preparing
these annual financial statements and came to the conclusion that there could be no doubt on the matter.
The main accounting standards adopted are explained hereto.
Goodwill
This item refers to the goodwill recorded at the time of acquisitions and/or mergers by incorporation, such as
the goodwill related to the “Santa Rosa”, “Diete.Tic” and “Loriana” Cash-Generating Units (hereinafter the
“CGUs”), already recorded in the previous Financial Statements, and respectively generated as a result of:
the merger by incorporation of J&T Italia S.r.l., which took place during 2012;
the acquisition of the “Diete.Tic” Business Unit in 2017, recording in Assets, under Goodwill, an item
referring to the positive variance between the value of the business unit acquired and the fair value of
the individual assets that comprised it at the time of acquisition;
the acquisition of the “Loriana” business unit during the 2020 financial year, by entering under Assets,
in Goodwill, an item referring to the positive difference between the value of the business unit acquired
and the fair value of the individual assets comprising it at the time of acquisition.
After initial booking, goodwill is reduced for impairment, calculated using the procedures described below
(“impairment test”). In particular, goodwill is subject to recoverability analysis every year, or a more frequently if
events or circumstances suggest that impairment may apply. More generally, as at the acquisition date, goodwill
is allocated to each of the cash generating units expected to benefit from the synergies deriving from the
acquisition. Any impairment is identified through valuations based on the ability of each unit to generate cash
flows that will ensure recovery of the portion of goodwill allocated to it. If the recoverable amount of the cash
generating unit is lower than the carrying amount attributed, the related impairment loss is recognised. This
impairment is not reversed if the reasons that caused it no longer exist.
At the time of the disposal of part or all of the business previously acquired, if that acquisition had generated
goodwill, account is taken of the residual value of the goodwill when determining any capital gains or losses on
disposal.
Goodwill is not amortised; for more details on the impairment tests made, please refer to the paragraph below
entitled “Impairment test”.
Intangible assets
Intangible assets consist of non-monetary elements able to generate future economic benefits, which are
identifiable but have no physical consistency.
These items are recognised at their acquisition and/or production cost, including expenses directly attributable
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to rendering the asset available for use, net of any impairment, except if they have been acquired as part of an
acquisition process, which provides for their evaluation at fair value.
The useful life of the intangible assets is considered as either definite or indefinite.
The intangible assets with a definite life are amortised based on their useful life and subject to impairment
testing whenever there are indications that impairment may have taken place. The period and method of
amortisation applied to them are re-examined at the end of each financial year or more frequently if necessary.
The changes in the useful life and procedures according to which future economic benefits connected to the
intangible assets are gained by the company are recognised by modifying the period or the method of the
amortisation and handled as amendments to the accounting estimates. The portion of the amortisation of the
intangible assets with a definite useful life is recognised in the income statement under the cost category that
is appropriate for the function of the intangible asset.
The intangible assets with an indefinite useful life are tested for impairment every year at the cash generating
unit level. No amortisation has been recognised for such assets. The useful life of an intangible asset with an
indefinite life is re-examined annually to ascertain that the conditions continue to exist for this classification.
Trademarks
These are recognised at their acquisition cost or, i
f they have been acquired as part of a company acquisition,
based on their estimated fair value pursuant to the International Accounting Standards.
The Directors have decided, pursuant to the recommendations of the International Accounting Standards (and
IAS 38 in particular), to consider the “Santa Rosa” trademark as having an indefinite life. The “Santa Rosa”
trademark is classified among intangible assets with an indefinite duration, and therefore it is not amortised,
based, inter alia, on the following reasons:
it has a priority role in the Valsoia strategy;
the trademark is owned and appropriately registered and constantly protected, pursuant to the law,
with options for the renewal of the legal protection at the expiry of the registration periods, with limited
costs incurred;
the products marketed by the Company under this trademark are not subject to technological
obsolescence, as is also typical of the food sector in which the Company operates;
the sector of reference of the “Santa Rosa” trademark shows characteristics of stability with a limited
impact from product innovation or changes in the market demand;
the level of trade investments needed to obtain the financial benefits expected from this business
sector is sustainable for the Company and falls within the scope of the corporate strategies.
As provided for in the reference accounting standards, the congruence of the value of the Santa Rosa”
trademark recognised in the Financial Statements is verified, at least annually, through an impairment test based
on the criteria described in the following paragraph “Impairment Test”.
The “Diete.Tic” and “Loriana” brands, not having the same characteristics as the “Santa Rosa” brand in terms of
its history, awareness and degree of maturity of the reference market, have not been evaluated by the Directors
with an indefinite useful life and are therefore subject to amortisation on the basis of an estimated life of 15
years.
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Industrial patents and intellectual property rights
The licenses acquired which are relative to software are capitalised based on the costs incurred for their
purchase and to render them available for use. Amortisation is calculated using the straight line method across
their useful life, which is estimated at 5 years. The costs associated with the development of software programs
are recognised as a cost when they are incurred.
Intangible assets generated internally – research and development costs
Research costs are entered in the income statement i
n the period in which they are incurred.
The intangible assets which are generated internally, resulting from the development of products by the
Company, are recognised under assets only if the following terms and conditions are fulfilled:
the asset is identifiable;
it is probable that the asset will generate future economic benefits;
the development costs of the assets can be measured reliably.
These intangible assets are eventually amortised using the straight line method across their relative useful lives.
When the internally generated assets do not possess the above mentioned requirements, the development
costs are allocated to the income statement in the year in which they are incurred.
Property, plant and equipment
Property, plant and equipment are recognised at their historical cost, net of accumulated depreciation and any
write-downs for impairment. Furthermore, the cost includes every expense which is directly incurred to render
the asset available for use. Any interest expenses payable relative to the construction of property, plant and
equipment are capitalised and depreciated throughout the life of the class of assets which they are stated under,
as required by IAS 23.
For certain property, plant and equipment, during transition to IFRSs, the Company has decided to adopt, rather
than the original cost on the date the asset was purchased, the revalued amount in application of specific
revaluation laws, since on the date the revaluations were applied, the new value of the assets approximated
their market value. The costs incurred for maintenance and repairs of an ordinary nature are directly allocated
to the income statement of the financial year in which they were incurred.
The capitalisation of the costs inherent in the expansion, updating or improvement of the structural elements
which are owned or belong to third parties, is carried out only if they fulfil the requirements for a separate
classification as assets or parts of an asset. The carrying amount is amended by the systematic depreciation,
which is calculated based on the estimated useful life.
Depreciation is determined, at constant rates, by the cost of the asset and net of residual values that are relative,
when these can be reasonably estimated, depending on their estimated useful life applying the following rates
(major categories):
Category Rate
Industrial buildings 4%
Residential buildings 3%
Temporary constructions 10%
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Plant and machinery 7.5% - 8% - 10 % -14% - 15%
Industrial equipment 20%
Electronic equipment 20%
Furniture and equipment for the offices 12%
Vehicles 25%
Land is not depreciated.
If the asset being depreciated is composed of elements which are distinctly identifiable, the useful life of which
differs significantly from that of the other parts that compose the asset, the depreciation is carried out separately
for each of the parts that compose it in application of the component approach, if the effect is deemed as
significant.
The depreciation period begins from the time that the asset is available for use and ends on the date on which
the asset is classified as held for sale, pursuant to IFRS 5 or the date on which the asset is eliminated from the
accounts, whichever is earlier. Any changes in the depreciation schedule are applied prospectively.
Gains and losses deriving from the sale or disposal of assets are determined as the difference between the sales
revenue and the net carrying amount of the assets, and are charged to the income statement.
Rights of Use
The Company recognises rights of use on the lease commencement date (i.e., the date the underlying asset is
available for use). Rights of use are measured at cost, net of accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of
recognised lease liabilities, initial direct costs incurred, and lease payments made on or before the effective date
net of any incentives received.
If the lease transfers ownership of the underlying asset to the lessee at the end of the lease term or if the cost
of the asset consisting of the right-of-use reflects the fact that the lessee will exercise the option to purchase,
the lessee shall depreciate the asset consisting of the right-of-use from the effective date until the end of the
useful life of the underlying asset.
Other financial liabilities
On the effective date of the lease, the Company recognises other financial liabilities by measuring them at the
present value of the lease payments due but not yet paid at that date. Payments due include fixed payments
(including fixed payments in substance) net of any lease incentives to be received, variable lease payments that
depend on an index or rate, and amounts expected to be payable as residual value guarantees. Lease payments
also include the exercise price of a purchase option if it is reasonably certain that such option will be exercised
by the Company and lease termination penalty payments if the lease term takes into account the Company’s
exercise of its lease termination option.
Variable lease payments that do not depend on an index or rate are recognised as an expense in the period
(unless incurred in the production of inventories) in which the event or condition that generated the payment
occurs.
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In calculating the present value of payments due, the Company uses the marginal borrowing rate at the
commencement date if the implied interest rate cannot be readily determined. After the effective date, the
amount of the lease liability increases to reflect interest on the lease liability and decreases to reflect payments
made. Moreover, the book value of lease payables is restated in the event of any changes to the lease or for
the revision of contractual terms for the modification of payments; it is also restated in the event of changes to
the valuation of the option to purchase the underlying asset or for changes in future payments resulting from a
change in the index or rate used to determine such payments.
Short-term leases and leases of low-value assets
The Company applies the exemption for the recognition of short-term leases (i.e., leases that have a term of 12
months or less from the commencement date and do not offer an option to purchase). The Company also
applied the exemption for leases related to low-value assets with respect to leases related to equipment whose
value is considered low. Fees related to short-term leases and leases of low-value assets are recognised as
expenses on a straight-line basis over the lease term.
Financial assets
Financial fixed assets consist of equity investments in two foreign subsidiaries which are not consolidated as
the 2023 financial position figures are of negligible amount. These assets are recorded at the historical cost,
amortised as necessary for impairment. When there is evidence that this equity investment has become
impaired, it is recognised in the Income Statement as a write down. If the Company’s interest in the losses of
the investee company exceeds the carrying amount of the equity investment, the value of the investment will
be written off entirely and any further losses will be recorded under liability provision if the Company is to be
held liable. If the impairment is subsequently found not to exist or has been reduced, the relative amount is
written back to the income statement.
Impairment test
At least each year, at the reporting date, the Company reviews the carrying amount of goodwill and of the
intangible assets with an indefinite useful life to determine whether there are indications that these assets have
become impaired. Should this be the case, their recoverable amount is estimated in order to calculate the
potential amount of the write-down. When it is not possible to estimate the recoverable value of the assets
individually, the Company makes an estimate of the recoverable value of the cash generating unit which the
asset belongs to.
The recoverable amount is the greater between the fair value net of selling costs and the value in use. In
determining the value in use, the estimated future cash flows are discounted at their current value using a rate
gross of taxes which reflects the current valuations of the market regarding the value of money and the specific
risks inherent in the asset.
If the recoverable amount of an asset (or of a cash generating unit) is considered to be lower than the relative
carrying amount, it is reduced to the lower recoverable value. Impairment is recognised directly in the income
statement.
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When there is no longer any reason for a write-down to be maintained, the carrying amount of the asset (or of
the cash generating unit), with the exception of goodwill, is restated at the new value deriving from the estimate
of its recoverable value; however, this new value cannot exceed the net carrying amount which the asset would
have had if the write-down for impairment had not been made. The write-back of the value is charged to the
income statement directly, unless the asset is valued at a re-valued amount, in which case the write-back is
charged to the revaluation reserve.
Inventories
Inventories are measured at the lower of cost and net realisable value.
Costs include direct materials and, where applicable, direct labour, the general production expenses and other
costs incurred to bring the inventories to their current location and status.
The cost is calculated using the average weighted cost method for inventories of raw materials, ancillary
materials and goods.
The finished products originating from the Serravalle Sesia facility are measured using the industrial production
cost method which, essentially, is similar to the average weighted cost method.
Net realisable value represents the estimated selling price less the estimated costs necessary to make the sale.
Trade receivables
Trade receivables are recognised at nominal value, reduced by an appropriate write-down in order to reflect
the estimate of the losses on receivables and therefore measure the receivables themselves at fair value. When
there is objective evidence that the receivables are impaired, a write-down is recorded in the income statement
to reflect this impairment.
If, given the payment terms that have been granted, a financial transaction takes place, the receivables are
measured at their amortised cost through discounting of the nominal value to be received, allocating the
discount as financial income.
Non-current financial assets
Financial assets are recognised and reversed in the Financial Statements on the basis of the trading date and
are initially valued at cost, inclusive of direct charges associated with the acquisition. The Company determines
the classification of its financial assets after the initial resolution and, where appropriate and permitted, it
reviews this classification at the end of each year. This category includes the financial assets that fulfil the
following two conditions:
- the financial asset is owned according to a business model, the objective of which is achieved through the
collection of the financial flows as set forth contractually (“Held to collect” business model) and
- the contractual terms of the financial asset envisage on specific dates, cash flows represented purely by
payments of principal and interest on the amount of principal to be repaid ( “SPPI test” passed).
According to the general rules stated in IFRS 9 as regards the reclassification of the financial assets, any
reclassification under other categories of assets is not permitted, unless the Company modifies its business
model for the management of the financial assets. In these cases, the financial assets may be reclassified from
the category valued at amortised cost to the other two categories as set forth in IFRS 9 (Financial Assets
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measured at fair value through comprehensive income or Financial Assets measured at fair value through the
income statement).
The financial assets which the Company intends and is able to hold until maturity (“Held to collect”) are recorded
at the amortised cost, using the effective interest rate method, net of the write-downs made in order to reflect
any impairment.
The financial assets other than those held to maturity are classified as held for negotiation and are designated
at the end of each period at fair value, with impact on the comprehensive income or in the income statement
according to the business model adopted by the Company for the valuation of financial assets.
Cash and cash equivalents
The item relative to the cash and cash equivalents includes the cash, current bank accounts, demand deposits
and other current financial investments with high liquidity which are easily convertible into cash and are subject
to an insignificant risk of fluctuation in their value.
Derivative financial instruments
The Company can use derivative financial instruments to hedge risks deriving from interest rate fluctuations,
exchange rate fluctuations and fluctuations in the price of raw materials.
The derivative financial instruments are initially recognised at cost and adjusted to their fair value on the
subsequent closing dates. Though such derivative instruments are not held for trading purposes, but exclusively
to hedge against the aforementioned risks, they do not always cover the requirements set forth in IAS 39 to be
defined as hedging instruments. The changes in the fair value of the derivative instruments that are eligible
hedges are recognised under the equity reserves, net of the relative tax effect, and under the “other income
statement components” in the statement of comprehensive income.
The changes in fair value of the derivative instruments that are not eligible as hedges are recognised in the
income statement of the period in which they originated as are the effects deriving from early redemption of
the derivative, whether partial or total. The fair value of the instruments at the end of the period is recognised
under “Cash and cash equivalents” if positive, or under item “Other current liabilities” if negative.
Depreciation
Allocations for provisions are recognised in the Financial Statements when the Company has to meet a current
obligation (legal or constructive) as a result of a past event for which it is possible to make a reliable estimate of
its amount if an exit of resources is probable in order to meet the obligation. Provisions are made on the basis
of the best estimate, calculated by the Directors, of the costs required to fulfil the obligation at the reporting
date, and they are discounted, when the effect is significant.
The changes in the estimate are reflected in the income statement of the period in which the change took place.
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Employee benefits
Post-employment benefit plans
Payments for defined contribution plans are allocated to the income statement in the period in which they are
due; from 2007, payments into the Provisions for post-employment benefits (TFR) fall under this category,
following the amendments made to the TFR by the Financial Law. For defined benefit plans, the costs relative
to the benefits provided is determined by using the “projected unit credit method”, making the actuarial
valuations at the end of each period. The actuarial gains and losses are recognised in the income statement in
the period in which they take place. All the costs relative to an increase in the current value of the obligation
for defined benefit plans, as the time the benefits have to be paid draws nearer, and on the other hand expenses
which fall under the allocation for the pension plan funds are recognised in the income statement under labour
costs. Allocations made up to December 31, 2006 for post-employment benefits are classified under defined
benefit plans.
Remuneration plans in the form of stock options
In line with the indications of IFRS 2, the Company
classifies stock options under “share-based payments” and
provides, for the type that falls under the “equity settled” category with physical delivery of the shares, the
determination on the assignment date of the fair value estimate of the option rights issued and recognition as
personnel cost to be distributed on a linear basis throughout the vesting period, offset by an appropriate equity
reserve. This allocation is made on the basis of the estimated amounts that will accrue to the personnel that are
entitled, considering that conditions for the use thereof are not based on the market value of these rights.
Determination of the fair value is made using the “binomial” model.
Payables
Payables are recognised at their nominal value, representative of the fair value, except for any non-interest
bearing non-current loans that are discounted.
Loans
Loans are recognised, at the date of their inception, at the fair value of the amount received net of any additional
acquisition charges. Subsequently, the loans are valued with the criteria of the amortised cost using the actual
interest rate method.
Share capital
The share capital consists of the capital subscribed and paid up by the Company's Shareholders. The costs which
are strictly connected to the issuing of new shares reduce the share capital, net of any deferred tax effect.
Revenue recognition
Sales revenue of the Company is represented primarily by the sales of mass consumption food products, and
secondarily by sales of semi-finished products intended for the food industry.
Sales revenue is recognised at the time of their delivery to the customer, except in those cases, as per IFRS 15,
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when the Company maintains the economic control also subsequently to the transfer. Within the scope of its
activities, Valsoia may use, for marketing its products, sales agents; in this case, the sales revenue is recognised
at the delivery to the final user, net of the fees due to the agent.
Sales revenue, as recognised above, is shown net of rewards and commercial discounts and, if existing, all
expenses related to activities performed by the customers under the trade and sale policies agreed upon with
the Company (contribution for promotional activities, loyalty cards, listing fees, discount coupons, etc.), are
deducted.
Foreign currency transactions
The transactions in foreign currencies are converted into EUR at the exchange rate applicable on the transaction
date. At the end of the year, the financial assets and liabilities in foreign currencies are aligned with the exchange
rates applicable at the end of the year. The non-monetary assets expressed at fair value which are denominated
in a foreign currency are converted at the exchange rates applicable on the date on which the fair values were
determined. The exchange differences emerging from settlement of the monetary items and the restatement
thereof at the current rates at the end of the period are allocated to the income statement of that period, except
for differences on non-monetary assets which are expressed at fair value, the changes of which are recognised
directly under equity, as is the exchange component.
Taxes
Taxes for the year represent the amounts of the current and deferred taxes, net of revenues deriving from any
tax benefits with retroactive effect.
Current taxes are based on the taxable income for the year. Taxable income differs from the result recorded in
the Income Statement, as it excludes positive and negative components which will be taxable or deductible in
other years, and items which will never be taxable or deductible. Liabilities for current taxes are calculated using
the rates applicable at the reporting date.
Deferred tax assets and liabilities are those taxes which are expected to be paid or recovered on temporary
variances between the carrying amount of the assets and liabilities in the Financial Statements and the
corresponding tax value used in calculating the taxable amount. Deferred tax liabilities are generally recognised
for all temporary taxable differences, while the deferred tax assets are recognised to the extent that it is
considered probable that there will be taxable results in the future that will absorb the temporary deductible
differences. The book value of deferred tax assets is reviewed at each Balance Sheet date and reduced to the
extent that it is no longer probable that there will be sufficient taxable income such as to allow all or part of the
recovery of the aforementioned assets.
Deferred tax assets and liabilities are calculated based on the tax rate that is expected to be applicable at the
time that the realisation of the assets or the repayment of the liabilities are expected to take place. Deferred
tax assets and liabilities are allocated directly to profit or loss, except for those which are relative to items directly
related to equity, in which case the relative deferred taxes are also allocated to equity.
Current and deferred tax assets and liabilities are offset when income taxes are applied to the same tax authority
and when a legal right to compensation exists.
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Earnings per share
The basic earnings per share are calculated dividing the Company's net profit for the period by the number of
ordinary shares outstanding during the year.
The diluted earnings per share are calculated adjusting the weighted average of the number of ordinary shares
outstanding, assuming the conversion into ordinary shares of all potential shares with a dilutive effect.
Dividends
These are recognised when Shareholders become entitled to receive payment. This normally corresponds to
the shareholders' meeting resolution to distribute dividends. The distribution of dividends is therefore recorded
as a liability in the financial statements when it is approved by the Shareholders’ meeting.
Segment Information
According to IFRS8 - Operating segments, an operating segment is a component of an entity: a) which
undertakes business activities that generate revenues and costs (including revenues and costs involving
operations with other parts of the same entity); b) whose operating results are reviewed periodically at the
highest operating decision-making level in order to adopt the decisions regarding the resources to be allocated
to the segment and the assessment of the results; c) for which separate financial statement information is
available.
The Company did not identify any operating sectors characterised by an autonomous nature of
products/services and production processes having the aforementioned characteristics; for this reason, no
sector information is provided.
Hierarchical fair value assessment levels
The fair value of financial instruments traded on an active market is based on listed market prices at the reporting
date. The fair value of instruments that are not traded on an active market is determined by using measurement
techniques with a variety of methods and assumptions that are based on market conditions at the reporting
date.
The classification of the fair value of financial instruments is based on the following hierarchy:
- Level 1: fair value determined with regard to quoted prices (unadjusted) in active markets for identical financial
instruments;
- Level 2: fair value determined using valuation techniques, based on inputs that are observable in active
markets;
- Level 3: fair value determined using valuation techniques, based on market inputs that are not observable.
Non-current financial assets at fair value are classified in level 1.
Financial instruments exposed to fair value are classified in level 2 and the general criterion used to calculate it
is the present value of the expected future cash flows of the instrument being measured.
Liabilities related to bank debt are measured according to the amortised cost method. Trade receivables and
payables have been valued at book value, net of the allowance for doubtful accounts, as they are considered to
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approximate current value.
The following table provides a breakdown of financial assets and liabilities by category as at 31 December 2023
and 31 December 2022:
Period ended 31 December 2023
Loans and
receivables
Fair value
Government
securities (Level
1)
Other
liabilities
Total
Financial assets not measured at fair value
Cash and cash equivalents 17,970,778
-
-
17,970,778
Trade receivables
13,261,072
-
-
13,261,072
Other assets
1,682,623
-
-
1,682,623
Financial assets measured at fair value
Non-current financial assets
18,905,029
18,905,029
Financial liabilities not measured at fair
value
Financial liabilities
-
-
7,408,948
7,408,948
Trade payables
-
-
21,153,147
21,153,147
Other liabilities
-
-
3,386,820
3,386,820
Other
financial liabilities
-
2,157,711
2,157,711
Financial liabilities measured at fair value
Other financial liabilities
-
-
-
-
Period ended December 31, 2022
Loans and
receivables
Fair value
Government
securities (Level
1)
Other
liabilities
Total
Financial assets not measured at fair value
Cash and cash equivalents 19,706,887
-
-
19,706,887
Trade receivables 13,128,169
-
-
13,128,169
Other assets 1,612,708
-
-
1,612,708
Financial assets measured at fair value
Non-current financial assets
19,470,865
19,470,865
Financial liabilities not measured at fair
value
Financial liabilities -
-
9,719,207
9,719,207
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Trade payables -
-
23,065,173
23,065,173
Other liabilities -
-
3,347,660
3,347,660
Other financial liabilities
-
2,369,774
2,369,774
Financial liabilities measured at fair value
Other financial liabilities
-
-
-
-
Use of estimates
The preparation of the Financial Statements requires the Directors to apply accounting standards and
methodologies that, under certain circumstances, consist of evaluations and estimates based on historical
experience and assumptions that are considered reasonable and realistic from time to time in relation to the
relative circumstances. Application of these estimates and assumptions influences the amounts shown in the
financial statement schedules, such as the statement of financial position, income statement and statement of
cash flows, as well as the notes. The final results of the Financial Statement items for which the aforementioned
estimates and assumptions were used, may differ from those shown in the Financial Statements due to the
uncertainty that characterises the assumptions and the conditions on which the estimates are based. Following,
we describe briefly the accounting standards which require, more than others, a greater degree of the
subjectivity on behalf of the Directors insofar as the estimates they make and for which a change in the
conditions underlying the assumptions could have a significant impact on the Company's Financial Statements.
Goodwill and trademarks with an indefinite useful life – Estimate of the degree of recoverability
The Company presents in its Financial Statements amounts which are recognised as goodwill and trademarks
with an indefinite useful life. These amounts are not amortised and they are tested for impairment, at least
annually, in line with the indications set forth under IAS 36, based on the cash flow forecasts for the upcoming
financial periods which are reflected in the Business Plan.
An impairment test was carried out, approved by the BoD on March 11, 2024, in reference with the accounting
values recognised at the date of the Financial Statements in order to identify any loss for reductions in the value
of the “Santa Rosa”, “Diete.Tic” and “Loriana” CGUs versus their recoverable value. This recoverable value is
based on the use value which is determined through the method of discounted cash flows.
Conducting impairment tests requires significant judgement skill, especially in formulating estimates such as:
- the expected financial flows for the measurement of which it is necessary to keep into account their general
financial and sector performance, as well as the cash flows generated by the CGU that was subject to
analysis in the previous years;
- the financial parameters to be used for the afore-mentioned discounted cash flows.
In addition, the Plan for 2024-2028 (hereinafter the “Plan”) approved by the Directors of the Company on
March 11, 2024, on which the estimate of the expected financial flows is based, is characterised by the
uncertainties that are typical of any estimation process.
In the event that future company and market scenarios are different than those that were assumed when the
aforementioned forecasts were compiled, the value of the goodwill and the trademarks could be subsequently
subject to write-downs.
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Recoverable value of non-current assets
Non-current assets include property, plant, equipment and other assets, equity investments and other non-
current assets. The Company periodically reviews the book value of the non-current assets held and used and
of the assets that must be disposed of, when facts and circumstances require such a review. The analysis of the
recoverability of the book value of non-current assets is generally carried out using estimates of expected cash
flows from the use or sale of the asset and appropriate discount rates for calculating the current value. When
the book value of a non-current asset has suffered a loss in value, the Company recognises a write-down equal
to the excess between the book value of the asset and its recoverable value through its use or sale, determined
with reference the cash flows inherent in the most recent business plans.
The estimates and assumptions used in this analysis reflect the Company’s state of knowledge of business
developments and take into account forecasts believed to be reasonable about future market and industry
developments. It cannot be ruled out that different developments in the markets and sectors in which the
Company operates could lead to values that differ from the original estimates and, where necessary, to
adjustments in the book value of certain non-current assets.
Depreciation
The cost of property, plant and equipment is depreci
ated on a straight-line basis over the estimated useful lives
of the related assets. The economic useful life of the Company’s fixed assets is determined by the Directors at
the time the fixed asset is acquired; it is based on historical experience for similar fixed assets, market conditions
and anticipations regarding future events that could impact the useful life, including changes in technology.
Therefore, the actual economic life may differ from the estimated useful life. The Company periodically
evaluates technological and industry changes to update the remaining useful life. This periodic update could
result in a change in the depreciation period and, therefore, also in the depreciation charge for future years.
Employees benefits – Post-employment plans
The provision for employee benefits, the costs and f
inancial charges associated with those provisions are
assessed on the basis of an actuarial methodology that requires the use of estimates and assumptions. The
actuarial methodology considers parameters of a financial nature such as, for example, the discount rate and
the growth rates of wages, and considers the probability of the occurrence of potential future events through
the use of parameters of a demographic nature such as relative rates mortality and employee resignation or
retirement. In particular, the discount rates used as a reference by the company are rates or curves of rates
applicable to high quality corporate bonds.
Employees Benefits – Remuneration plans in the form of stock options
The Company has adopted Stock Option Plans for its senior executives as incentives.
The currently active “2022-2025 Stock Option Plan” is intended for the senior managers/executives of the
Company, based on the work performed and the responsibilities assigned, as well as for the General Manager.
The rights can be exercised exclusively by the beneficiaries who have been, uninterruptedly, employees of the
Company up to the time of the subscription of the shares. In this plan, option rights are assigned on newly
issued shares, half of which will mature ("Objective 1"), annually based on the achievement of the Company's
economic performance targets measured on EBITDA and, for the other half Objective 2”), annually based on
the achievement of the Company’s economic overperformance objectives, always measured on EBITDA.
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In compliance with the IFRS 2 accounting standard, the Company has estimated the expenses to be borne,
deriving from the above plan, by assessing:
- the percentage of probability in achieving the objectives set out in the plan and the consequent number of
option rights accrued by the beneficiaries, based on the plans set out by the company and the estimated
probability of their achievement;
- the various fair values of the assigned option rights. These values were determined, in reference with the
date of the actual granting of the option rights by the Board of Directors, using the Black and Scholes
method.
Should future scenarios be different from the assumed ones when the aforementioned forecasts were
formulated, the final charges could be subsequently subject to adjustments.
Furthermore, the majority shareholder of Valsoia S.p.A., Finsalute S.r.l. (Company controlled by Chairman
Lorenzo Sassoli de Bianchi) and the current Chief Executive Officer, Andrea Panzani, agreed to a purchase
option at nominal value, in several tranches, in favour of the Chief Executive Officer, for a package of Valsoia
S.p.A. shares equal to 1% of its share capital, currently held by the majority shareholder.
The right to exercise the option will be manifest, within certain time periods, in six different tranches, starting
from the year 2023 and up to and including the year 2028, for a maximum total of 107,000 ordinary shares of
Valsoia S.p.A.
In compliance with the IFRS 2 accounting standard, the Company has estimated the expenses to be borne,
deriving from the above plan, by assessing:
- the various fair values of the assigned option rights. These values were determined, in reference with the
date of the actual granting of the option rights by the Board of Directors, using the Black and Scholes
method.
Allowance for doubtful accounts
In order to determine the level that is appropriate
for the allowance for doubtful accounts, Valsoia assesses the
possibility of collecting the receivables based on the solvency of every debtor, the ageing of the receivables and
the losses recognised in the past for similar receivables. The quality of the estimates depends on the availability
of updated information regarding the solvency of the debtors.
Inventory obsolescence fund
Closing inventories of products deemed obsolete or slow-moving are periodically subjected to specific valuation
tests, taking into account past experience, historical results and the likelihood that the goods will be sold under
normal market conditions. If these analyses indicate the need to reduce the value of inventories, Management
makes the appropriate write-downs.
Deferred tax assets/liabilities
Recognition of hidden taxes is based on income expectations over future financial years. The valuation of the
expected revenue for the purposes of recognising deferred taxes depends on factors that could vary over time
and which have significant effects on the valuation of active deferred taxes.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
56
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Contingent liabilities
In relation to any proceedings, lawsuits and other claims, in order to determine the appropriate level of
provisions for risks and charges relating to such potential liabilities, Valsoia evaluates the validity of the claims
made by the counterparties and the correctness of its actions, and assesses the extent of any losses resulting
from the potential outcomes. Furthermore, the Company consults its own legal advisers regarding problems
relative to disputes that arise during the course of its activities. The determination of the amount of the provision
for risks and charges which could be necessary for contingent liabilities is carried out after careful analysis of
each problem category. The determination of the amounts necessary for the provisions for risks and charges is
subject to changes based on the development of each problem.
Related parties
Pursuant to Consob Communication DEM/6064293 of July 28, 2006, the Notes contain details regarding
transactions with related parties. The effects of these transactions on the statement of financial position and
income statement, as well as on the Company's cash flows are not shown because they are not significant.
Analysis of the breakdown of the main items of the statement of financial position
Current assets
Note (1) – Cash and cash equivalents
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Cash
2
4
Current accounts and bank deposits
17,969
19,703
Total Cash and cash equivalents
17,971
19,707
Cash and cash equivalents amounted to EUR 17,971 thousand at December 31, 2023 and EUR 19,707
thousand at December 31, 2022.
At December 31, 2023, the Company benefits from variable interest income rates between 0.5% and 1% on
the residual liquidity in its bank current accounts. A sensitivity analysis of the change in cash and cash
equivalents to changes in interest rates is not considered significant.
The details of the Net Financial Position at 31 December 2023 and 31 December 2022 are shown below.
For further details concerning Net Financial Position, please refer to what is reported in the Report on
operations, presented in support of this financial report, in addition to what is stated in the Cash Flow statement.
Description
(EUR 000)
12.31.2023
of which:
related
parties
12.31.2022
of which:
related
parties
(a) Cash and cash equivalents
2
4
Valsoia S.p.A./Annual Financial Report at December 31, 2023
57
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Description
(EUR 000)
12.31.2023
of which:
related
parties
12.31.2022
of which:
related
parties
(b) Cash equivalents
17,969
19,703
(c) Current financial assets
0
0
(d) Total liquidity (a+b+c)
17,971
19,707
(e) Current financial payables (excluding
current portion of non-current financial
payables)
(763)
(668)
(f) Current portion of non-current
financial payables
(1,685)
(2,310)
(g) Current financial payables (e+f)
(2,448)
(2,978)
(h) NET CURRENT FINANCIAL
PAYABLES (g
-
d)
15,523
16,729
(i) Non-current financial payables
(excluding current portion and debt
instruments)
(7,119)
(9,111)
(j) Debt instruments
0
0
(k) Non-current trade and other
payables
(0)
(0)
(
l
) Non
-
current financial payables (i+j
+k
)
(7,119)
(9,111)
m
) TOTAL FINANCIAL PAYABLES (k
+l
)
8,404
7,618
Note (2) - Trade receivables
Trade receivables derive from ordinary sale transactions, mainly with national operators in the Large-scale retail
and Wholesale sectors.
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Trade receivables (nominal value)
14,412
14,307
Allowance for doubtful accounts
(1,151)
(1,179)
Total trade receivables
13,261
13,128
Trade receivables are shown net of the allowance for doubtful accounts, determined in accordance with the
new IFRS9 standard, on the basis of a prudent estimate of collection risks, taking into account the information
available on the risk of insolvency of the individual positions, their seniority and the losses on receivables
recognised in the past for similar types of receivables, as well as projections of average collection times by type
of counterparty and geographical area.
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Trade receivables amounted to EUR 13,261 thousand at December 31, 2023, and the change from the previous
year is mainly attributable to a different invoicing and collection schedule.
The following table shows a summary of the aforementioned trade receivables, broken down by ageing, which
shows a decrease in past due receivables.
Description 12.31.2023 12.31.2022
Trade receivables (nominal value)
-
past due by over 12 months
579
551
-
past due by over 30 days
620
1,141
-
expired at the date
3,929
2,697
-
with
subsequent expiry
9,284
9,918
Total trade receivables, gross
14,412
14,307
The changes in the allowance for doubtful accounts are shown below:
Description 12.31.2023 12.31.2022
Opening balance
1,179
1,069
- (usage)
-
allocations
(66)
38
(31)
141
Total allowance for doubtful accounts
1,151
1,179
The allowance for doubtful accounts mainly refers to receivables subject to litigation or claimed from customers
subject to bankruptcy proceedings. Draw-downs reflect receivable situations for which the elements of
certainty and precision i.e. the presence of ongoing insolvency proceedings result in the write-off of the
position.
Past-due positions receivable are in any case monitored by the administrative management through periodic
analyses of the main positions; write-downs are made for those found to be objectively uncollectible, in whole
or in part.
As at 31 December 2023, the Company had outstanding foreign currency receivables for a total value in Euro
of approximately 258.4 thousand, consisting mainly of British Pounds (GBP) and US Dollars (USD).
Note (3) - Inventories
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
59
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Description 12.31.2023 12.31.2022
Raw materials, ancillary and consumable materials
2,502
2,620
Work in process
123
695
Finished goods
7,374
8,861
Total inventories
9,999
12,176
The value of inventories was EUR 9,999 thousand, a decrease from December 31, 2022.
This change is mainly due to the Company's decision, in 2022, to raise minimum inventory levels in order to
cope, on the one hand, with any procurement problems experienced as a result of the economic consequences
of the Russian-Ukrainian conflict and, on the other hand, due to the general increase in procurement costs for
raw materials and packaging in 2022.
The valuation of the closing inventories is carried out net of the inventory obsolescence provision for a total of
EUR 410 thousand (EUR 712 thousand at December 31, 2022), in order to adjust the valuation to the presumed
realisable value, also in consideration of the physical deterioration risk of the same (“expiration date”).
Inventories are not subject to any obligations or restrictions related to property rights.
The table below provides a breakdown of the movements in the provision for inventory obsolescence:
Description 12.31.2023 12.31.2022
Provision for inventory obsolescence of raw and ancillary materials
Opening balance
- provisions/(draw-downs)
Balance at December 31
105
91
196
236
(131)
105
Provision for inventory obsolescence of finished products and
goods
Opening balance
- provisions/(draw-downs)
Balance at December 31
607
(393)
214
536
71
607
Total
Provision for inventory obsolescence
410
712
The decrease in the provision for inventory obsolescence of EUR 302 thousand is attributable to the adjustment
of the provision for inventory obsolescence, which includes the write-down of the value of goods at December
31, 2023.
Note (4) - Other current assets
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
60
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Description 12.31.2023 12.31.2022
Tax receivables
1,416
1,219
Prepayments and accrued income
93
0
Other current receivables
174
394
Total other current
assets
1,683
1,613
"Tax receivables" refer mainly to the VAT credit position at year-end, to advance payments made during 2023
for current taxes (IRES and IRAP), and to gas and energy tax credits allocated by virtue of the various legislative
measures, which will be offset in subsequent tax periods.
Non-current assets
Note (5) – Goodwill
The item Goodwill shows the following changes for the period:
Description
12.31.2022
Changes for the period
12.31.2023
Net value
Increases
Other
increases/
(decreases)
Value
value
Santa Rosa Goodwill
3,230
0
0
3,230
Diete.Tic goodwill
4,968
0
0
4,968
Loriana goodwill
9,255
0
0
9,255
Total goodwill
17,453
0
0
17,453
The goodwill recognised derives:
- as regards Santa Rosa, from the allocation of the residual amount of the share premium over the fair value of
the assets and debts of J&T Italia Srl, the company to which the Santa Rosa business referred, following the
merger by incorporation of the same perfected in previous years;
- with regard to Diete.Tic, from the process of Purchase Price Allocation as regards the positive difference
between the Business Unit value concerning the liquid sweetener “Diete.Tic” acquired on October 2, 2017 and
the fair value of the single assets that compose it.
- as regards Loriana, from the Purchase Price Allocation process of the positive difference between the value
of the business unit relating to Piadina Loriana acquired on December 31, 2020, and the fair value of the
individual assets that comprised it.
Goodwill, in accordance with the provisions of the IAS/IFRS principles, is not amortised in the accounts, but is
subjected to impairment tests at least annually in the preparation of the Financial Statements, according to the
requirements of IAS 36, as described in Note 6 below).
For comparison purposes, we show the movement of goodwill in the previous year:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
61
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Description
12.31.2021
Changes for the period
12.31.2022
Net value
Increases
Other
increases/
(decreases)
Value
value
Santa Rosa Goodwill
Diete.Tic goodwill
3,230
4,968
0
0
0
0
3,230
4,968
Loriana goodwill
9,255
0
0
9,255
Total goodwill
17,453
0
0
17,453
Note (6) - Intangible assets
The item "Intangible assets" shows the following changes for the period:
Description
12.31.2022
Changes for the period
12.31.2023
Net value
Increases/(decreases)
Net
Amortisation/depreciation
/ impairment
Value
value
Trademarks
24,155
-
(334)
23,821
Industrial patents and
intellectual property rights
1,854
26
(296)
1,584
Other
178
186
(101)
263
Total intangible assets
26,186
212
(731)
25,668
The increases for the period refer mainly to the purchase of software licenses and printing systems, as well as
work for leasehold improvements.
The item "Trademarks", as for EUR 20,060 thousand mainly refers to the Santa Rosa brand, valued at fair value
as part of the allocation of the value of the investment of J&T Italia S.r.l. following its aforementioned merger
by incorporation.
The Santa Rosa trademark, as allowed by IAS 38 and in line with that applied in previous years, has been
considered as having an indefinite useful life and therefore it is not amortised, based on the following reasons:
it has a priority role in the Valsoia strategy;
the trademark is owned and appropriately registered and constantly protected, pursuant to the law,
with options for the renewal of the legal protection at the expiry of the registration periods, with limited
costs incurred;
the products marketed by the Company under this trademark are not subject to technological
obsolescence, as is also typical of the food sector in which the Company operates;
the sector of reference of the “Santa Rosa” trademark shows characteristics of stability with a limited
impact from product innovation or changes in the market demand;
the level of trade investments needed to obtain the financial benefits expected from this business sector
is sustainable for the Company and falls within the scope of the corporate strategies.
The value of the Santa Rosa trademark is tested for impairment at least annually at the time of the drawing up
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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of the annual financial statements, in accordance with the matters envisaged by IAS 36.
In addition, the item "Trademarks" and the item "Industrial patents and intellectual property rights" include:
- Trademarks and patents, valued at the time of first registration at fair value, belonging to the company
branch linked to liquid sweetener “Diete.Tic” acquired during the 2017 financial year. The net book value,
at the end of the period, of the “Diete.Tic” trademark was EUR 746 thousand and the patents were EUR
1,374 thousand. The fair value of the Diete.Tic trademark and of the Patents protecting the production
process was measured with the support of a third party independent expert, using a market method called
“relief from royalties”. This method of measurement, which uses inputs that are observable from the market,
is a methodology that is preferred by the accounting standards. The “Diete tic” brand, based on the
considerations already set out above, is amortised on the basis of an estimated useful life of 15 years.
Patents are amortised according to their residual useful life in relation to their expiry date, the “Diete.Tic”
brand, based on the considerations already set out above, is amortised on the basis of an estimated useful
life of 15 years;
- Brand, valued at the time of first registration at fair value, belonging to the “Piadina Loriana” business unit
acquired at the end of the 2020 financial year. The net book value at the end of the period of the “Loriana”
brand is equal to EUR 2,980 thousand. The fair value of the Loriana brand was assessed, with the support
of a third-party and independent expert, using a market method called “relief from royalties”. This method
of measurement, which uses inputs that are observable from the market, is a methodology that is preferred
by the accounting standards. The “Loriana” brand, based on the considerations already set out above, is
amortised on the basis of an estimated useful life of 15 years.
For comparison purposes, we show the changes to the Intangible assets that occurred in the previous year:
Description
12.31.2021
Changes for the period
12.31.2022
Net value
Increases/(decreases)
Net
Amortisation/depreciation
/ impairment
Value
value
Trademarks
24,488
-
(334)
24,155
Industrial patents and
intellectual property rights
2,045
105
(296)
1,854
Other
25
225
(72)
178
Total intangible assets
26,558
330
(702)
26,186
6.1 Impairment Test
As previously indicated in the section relating to Accounting Standards, Valsoia S.p.A. Performs at least annually,
even in the absence of indicators of loss, the impairment test required by IAS 36, in order to verify the degree
of recoverability of the value of the trademarks and goodwill allocated to the “Santa Rosa”, “Diete.Tic” and
“Loriana” Cash Generating Units (“CGU”).
Upon the closing of the Financial Statements for 2023, impairment tests were carried out and were subject to
the specific approval by the Board of Directors prior to approving the Financial Statements for the year.
In particular, Valsoia S.p.A., in application of the methodology indicated by IAS 36, has identified the CGUs that
Valsoia S.p.A./Annual Financial Report at December 31, 2023
63
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represent the smallest identifiable group capable of generating independent cash flows.
The value in use is represented by the present value of future cash flows (“Discounted Cash Flows”) which are
estimated to derive from the continuous use of the assets referring to the CGU and the terminal value
attributable to them.
In order to verify the recoverability of the amounts recorded, the value in use was compared with the net book
value attributed to the CGUs of property, plant and equipment and intangible assets, including goodwill, as well
as an estimated valuation of net working capital.
The determination of the Enterprise Value involves the following operations:
estimate of the future cash flows (positive and negative) deriving from the ongoing use of the asset and its
final disposal;
discounting of the aforementioned cash flows by applying an appropriate discount rate.
The value in use of the CGUs was estimated using the UDCF (“Unlevered Discounted Cash Flow”) model applied
to the cash flows included in the 2024 - 2028 multi-year plans approved by the Company’s Board of Directors
on 11 March 2024 in relation to the Santa Rosa, Diete.Tic and Loriana CGUs. After the analytical forecast
period, a terminal value was determined assuming as a perpetual operating flow, the net operating profit less
adjusted tax (Noplat) for the last financial year of the Plan.
Following are the main parameters and results from the Impairment tests carried out.
Impairment Test of Santa Rosa CGU
Discount rate (WACC) = 8.03% (7.27% at 12/31/2022)
Growth rate of the terminal value (g rate) = 1.80% (1.70% at 12/31/2022)
Enterprise Value = EUR 41.6 million (EUR 41.8 million at 12/31/2022)
Book value of CGU net assets (*) = EUR 25.0 million (EUR 25.2 million at 12/31/2022)
Cover: EUR 16.6 million (EUR 16.7 million at 12/31/2022).
(*) trademark, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob and
ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to the variation
of the basic assumptions (WACC and g-rate) which affect the value in use of the cash generating unit. In
particular, the sensitivity analyses refer to the following aspects:
a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
The following table summarises the gains resulting from the sensitivity analysis, from which no situations of
potential impairment arose also considering a concurrent worsening of the market variables being considered.
Impairment Test of DIETE.TIC CGU
Wacc
7,53% 8,03% 8,53%
1,30% 17.196 14.371 11.938
g rate 1,80% 19.816 16.561 13.790
2,30% 22.937 19.133 15.940
Valsoia S.p.A./Annual Financial Report at December 31, 2023
64
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Discount rate (WACC) = 7.22% (6.93% at 12/31/2022)
Growth rate of the terminal value (g rate) = 1.80% (1.70% at 12/31/2022)
Enterprise Value = 28.0 million Euro (29.7 million at 12/31/2022)
Book value of net CGU assets (*) = EUR 7.5 million (EUR 7.7 million at 12/31/2022)
Cover: EUR 20.6 million (EUR 22.1 million at 12/31/2022).
(*) trademark, patents, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob and
ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to the variation
of the basic assumptions (WACC and g-rate) which affect the value in use of the cash generating unit. In
particular, the sensitivity analyses refer to the following aspects:
a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
The following table summarises the gains resulting from the sensitivity analysis from which no situations of
potential impairment arose also considering a concurrent worsening of the market variables being considered.
Impairment test of LORIANA CGU
Discount rate (WACC) = 8.45% (7.61% at 12/31/2022)
Growth rate of the terminal value (g rate) = 1.80% (1.70% at 12/31/2022)
Enterprise Value = EUR 25.7 million (EUR 18.9 million at 12/31/2022)
Book value of CGU net assets (*) = EUR 12.9 million (EUR 13.0 million at 12/31/2022)
Cover: EUR 12.8 million (EUR 5.9 million at 12/31/2022).
(*) trademark, goodwill, plants and equipment and net working capital
Based also on the indications contained in the document no. 2 issued jointly by the Bank of Italy, Consob and
ISVAP on February 6, 2009, we elaborated the sensitivity analysis on the test results compared to the variation
of the basic assumptions (WACC and g-rate) which affect the value in use of the cash generating unit. In
particular, the sensitivity analyses refer to the following aspects:
a change of 0.5 percentage points of the growth rate g (g-rate) used for the test base;
a change of 0.5 percentage points of the discount rate (WACC) compared to the rate used for the base
test.
The following table summarises the gains resulting from the sensitivity analysis, from which no situations of
potential impairment arose also considering a concurrent worsening of the market variables being considered.
Wacc
6,72% 7,22% 7,72%
1,30% 21.059 18.689 16.688
g rate 1,80% 23.376 20.579 18.255
2,30% 26.217 22.853 20.110
Valsoia S.p.A./Annual Financial Report at December 31, 2023
65
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Note (7) - Property, plant and equipment
The breakdown of Property, plant and equipment at December 31, 2023 is summarised below:
Description
Historical cost
Accumulated
Amortisation/Depr
eciation/Impairme
nt
Net
book value
Land and buildings
Land:
- located in the Rubano municipality
- located in the Serravalle Sesia municipality
Buildings:
- house in Serravalle Sesia
- industrial facilities in Serravalle Sesia
- light constructions/buildings at the facility of
Sanguinetto
908
1,543
134
6,388
35
0
0
(22)
(3,464)
(10)
908
1,543
112
2,924
25
Total land and buildings
9,008
(3,496)
5,512
Plant and equipment
- fixed systems for offices
- specific plant and equipment for the
production of plant extracts
- specific plant and equipment for ice cream
production
- specific plant and equipment for other food
production
- general plant and equipment for
establishments Serravalle
- silos, vats, tanks at the facility of Serravalle
- photovoltaic system
- plants for jams production
- generic plants at the Sanguinetto facility
- sweetener production plant
- supplement production plant
160
6,110
12,914
253
1,781
446
372
3,960
233
169
61
(143)
(5,483)
(10,808)
(253)
(1,392)
(443)
(371)
(3,459)
(116)
(106)
(16)
17
627
2,106
0
389
3
1
501
117
62
45
Wacc
7,95% 8,45% 8,95%
1,30% 13.225 11.426 9.863
g rate 1,80% 14.859 12.805 11.041
2,30% 16.781 14.409 12.395
Valsoia S.p.A./Annual Financial Report at December 31, 2023
66
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Total plant and
equipment
26,555
(22,686)
3,869
Industrial and commercial equipment
- furniture and equipment for the laboratory
- other small equipment
-
other transportation means
481
236
316
(427)
(215)
(256)
54
21
60
Total equipment Industrial and commercial
equipment
1,033
(898)
135
Other assets
- electric and electronic machinery
- furniture and equipment for the offices
- cell phones
-
vehicles
939
514
85
263
(647)
(394)
(80)
(205)
292
120
5
58
Total other assets
1,801
(1,326)
475
Fixed assets in progress
6,287
0
6,287
Total property, plant and equipment
44,684
(28,406)
16,278
Changes in property, plant and equipment during the period were as follows.
Description
12.31.2022
Changes for the period
12.31.2023
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Land and buildings
8,897
111
0
0
9,008
Plant and equipment
25,653
902
0
0
26,555
Industrial and commercial
equipment
936
96
0
0
1,032
Other assets
1,613
249
(60)
0
1,802
Fixed assets in progress
1,441
4,846
0
0
6,287
Tot. Historical Cost (A)
38,540
6,204
(60)
0
44,684
Depreciation / Impairment
Land and buildings
3,235
261
0
0
3,496
Valsoia S.p.A./Annual Financial Report at December 31, 2023
67
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Description
12.31.2022
Changes for the period
12.31.2023
Value
Increases
Decreases
Other
changes
Value
Plant and equipment
21,726
959
0
0
22,685
Industrial and commercial
equipment
865
34
0
0
899
Other assets
1,252
134
(60)
0
1,326
Fixed assets in progress
0
0
0
0
0
Tot. Acc. depreciation (B)
27,078
1,388
(60)
0
28,406
Total Property, plant and
equipment (A
-
B)
11,462
4,816
0
0
16,278
The increases in property, plant and equipment refer mainly to purchases of specific equipment for the
production of ice creams and extracts at the Serravalle Sesia facility.
The item "Fixed assets in progress" includes advances to suppliers granted on orders in progress related to the
major investments planned for next year at the Serravalle Sesia (VC) production site.
In addition, major work continued in 2023 on the refurbishment of the entire plant extracts department, which
will last for the next 12 months before the new plants go into operation.
The other increases refer to equipment, vehicles and electronic equipment.
The decreases relate to the disposal of assets almost completely amortised.
There are no liens or encumbrances on property, plant and equipment.
For comparison purposes, below are the changes to property, plant and equipment in the previous year:
Description
12.31.2021
Changes for the period
12.31.2022
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Land and buildings
8,646
251
0
0
8,897
Plant and equipment
24,716
936
0
0
25,653
Industrial and commercial
equipment
909
27
0
0
936
Other assets
1,476
195
(58)
0
1,613
Fixed assets in progress
0
1,441
0
0
1,441
Tot. Historical Cost (A)
35,746
2,850
(58)
0
38,540
Valsoia S.p.A./Annual Financial Report at December 31, 2023
68
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Description
12.31.2021
Changes for the period
12.31.2022
Value
Increases
Decreases
Other
changes
Value
Depreciation / Impairment
Land and buildings
2,981
254
0
0
3,235
Plant and equipment
20,803
923
0
0
21,726
Industrial and commercial
equipment
839
26
0
0
865
Other assets
1,194
58
0
0
1,252
Fixed assets in progress
0
0
0
0
0
Tot. Acc. depreciation (B)
25,817
1,261
0
0
27,078
Total Property, plant and
equipment (A
-
B)
9,929
1,589
(58)
0
11,462
Note (8) - Rights of use
Rights of use show the following changes for the period:
Description
12.31.2022
Changes for the period
12.31.2023
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Leased buildings
2,442
99
0
0
2,541
Leased vehicles
1,158
348
(221)
0
1,285
Rented electronic
equipment
897
25
0
0
922
Tot. Historical Cost (A)
4,496
472
(221)
0
4,747
Depreciation
Leased buildings
973
325
0
0
1,298
Leased vehicles
765
238
(221)
0
782
Rented electronic
equipment
386
172
0
0
558
Tot. Acc. depreciation (B)
2,124
735
(221)
0
2,638
Total rights of use (A
-
B)
2,372
(263)
0
0
2,110
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The changes recorded during the year mainly relate to the renewal of existing operating lease contracts on the
company car fleet.
Note (9) – Financial assets
This item is composed of Investments in subsidiaries and shows the following changes for the period:
Description
Shareholdin
g in share
capital
12.31.2022
Value
Changes for the period
12.31.2023
Value
Increases Decreases
Valsoia Pronova d.o.o.
-
Slovenia
100%
110
0
0
110
Swedish Green Food Co.
-
Swe
100%
310
134
0
444
Tot. financial assets
420
134
0
554
In 2023, the subsidiary Valsoia Pronova d.o.o. recorded sales of approximately EUR 925 thousand with a profit
of EUR 12 thousand and Shareholder's Equity of EUR 242 thousand.
In the same year, the subsidiary Swedish Green Food Co. AB achieved a turnover of about EUR 474 thousand
with a negative result of EUR 97 thousand and equity of EUR 38 thousand.
To cover these losses, the shareholder Valsoia SpA during 2023 converted the loan paid out during the year of
about EUR 90 thousand into capital. Furthermore, at December 31, 2023 the Company signed an agreement
with its subsidiary Swedish Green Food Co. AB for a capital contribution of EUR 44 thousand to cover losses
for the year. Both companies had no financial debts outstanding at the end of the financial year.
At December 31, 2023, the Company believes that no permanent losses in value have occurred.
Note (10) - Other non-current financial assets
This item breaks down as follows:
Description 12.31.2023 12.31.2022
BTP “Italia” June 2030 Eur
18,905
19,471
Total
Other
non
-
current financial assets
18,905
19,471
This item consists of a nominal EUR 19.921 million investment in the Italian government debt security BTP
"Italia" maturing in June 2030, of a portion of the liquidity held in bank current accounts, for the sole purpose
of counteracting the depreciation of purchasing power due to the recent inflation rates recorded in Italy's
economy and the consequent negative inflation forecasts for the future.
Upon initial recognition, the financial asset was classified and presented using the fair value method with
recognition of changes in other comprehensive income. The valuation and classification of the stock was made
according to the business model adopted by the company and whether the stock passed the SPPI test, as
required by IFRS 9.
The fair value of the BTP is of the stage 1 type, the inputs being quoted prices (unmodified) in active markets
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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for identical assets or liabilities to which the company has free access at the valuation date.
The subscription value of the Security was formed as follows:
First tranche of EUR 10 million subscribed “at par” upon issue on June 27, 2022;
Second tranche of EUR 7 million subscribed at an average price of 102.8895 on August 4, 2022;
Third tranche of EUR 2.921 million subscribed at an average price of 102.5131 between October 27
and November 7, 2022.
Its “fair value” is the official daily quotation on the MOT.
On December 31, 2023, the company updated the valuation of the stock to the listing value of EUR 94.9. The
company therefore recorded a capital loss of EUR 565,836 shown in the statement of comprehensive income.
Security characteristics:
- Type: Italian government bond;
- Issuer: Ministry of Economy and Finance, Cod. ISIN: IT00005497000;
- Subordination: Senior Bond;
- Bond structure: Inflation-indexed;
- Currency negotiation: EUR;
- Market: MOT;
- Coupon rate: 1.60% (“floor” guaranteed);
- Coupon periodicity: Half-yearly;
- Revaluation: FOI index, excluding tobacco.
N
ote (11) - Other non-current assets
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Guarantee deposits
42
47
Investments in other companies
9
9
Receivables from subsidiaries
0
0
Total other non
-
current assets
51
56
Liabilities and shareholders’ equity
Current liabilities
Note (12) - Current financial liabilities
This item breaks down as follows:
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71
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Description 12.31.2023 12.31.2022
Overdraft accounts
0
0
Payables for bank loans or bank lending (current instalments)
1,685
2,310
Total current financial
liabilities
1,685
2,310
The item Current financial liabilities mainly refers to instalments with maturities of less than 12 months relating
to various medium/long-term loans.
The loan agreement with Intesa Sanpaolo entered into on January 18, 2018 was terminated in January 2023.
At December 31, 2023, the Company had two loan agreements in place, with Credit Agricole Italia S.p.A. and
Banco BPM S.p.A., disbursed at the beginning of 2021 in view of the planned investments in the Serravalle (VC)
production site, and a loan agreement with Fondo FIT, disbursed at the beginning of 2016.
For further details, please refer to the analysis of the net financial position in the report on operations.
Note (13) - Other current financial liabilities
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Other current financial liabilities
763
668
Total Other current financial liabilities
763
668
The item "Other current financial liabilities" refers to what is reported in point (8): "Assets for right of use - IFRS16”.
Note (14) – Trade payables
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Trade payables due to
suppliers within 12 months
21,153
23,065
Total trade payables
21,153
23,065
Trade payables increased compared to the previous year due to the reasons described in the comments on the
item "Receivables from Customers" (Note 2) and "Inventories" (Note 3).
As of 31 December 2023, the Company has debts in foreign currency - mainly denominated in USD - for a total
amount of 219 thousand Euro. Considering this amount, the sensitivity analysis is believed to be non-significant
as regards changes of foreign exchange rates.
Note (15) - Current tax liabilities
This item breaks down as follows:
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72
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Description 12.31.2023 12.31.2022
Due to the Tax Authorities for:
- stamp duty paid electronically.
- withholding taxes
-
substitute tax
3
303
72
3
424
397
Total Current tax liabilities
378
824
Current tax liabilities mainly consist of withholding taxes to be paid to the tax authorities, with the Company as
withholding agent, and short-term debt amounts relating to the payment of substitute taxes.
Specifically, the substitute taxes to be paid within 12 months refer to the revaluation of post-employment
benefits.
Note (16) - Provisions
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Sales return provision
95
99
Provision for customer disputes
111
58
Total provisions
206
157
The provision for returns, calculated on the basis of the best estimates carried out by the Company, reflects the
risks of product being returned by the customers that can no longer be sold. The related accounting does not
involve the re-recognition of the products in inventory.
The Provision for customer disputes is calculated based on the assessment of ongoing disputes with customers,
credit notes to be issued or promotional invoices received that have not been agreed.
Note (17) - Other current liabilities
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Amounts payable to social security institutions
497
495
Amounts due to employees and on
-
going collaboration contracts
2,622
2,538
Amounts due to
others
137
209
Accrued liabilities
131
81
Total
O
ther
current
liabilities
3,387
3,323
The other current liabilities are mainly composed of payables to employees for salaries, bonuses payable for the
year and for the deferred monthly payments accrued as of December 31, 2023.
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Amounts due to others include advance payments received from customers.
Non-current liabilities
Note (18) - Non-current financial liabilities
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Non-current financial liabilities
5,724
7,409
Total non-current financial liabilities 5,724
7,409
This item refers primarily to the instalments with expiry date beyond 12 months of medium-long term financing
agreements in effect at December 31, 2023.
Current bank loans are not covered by guarantees and are not subject to budgetary covenants; in consideration
of the contractual terms and conditions agreed upon (these are fixed rate loans), the sensitivity analysis is not
believed to be significant with regard to changes in the interest rates.
As regards the information required by IFRS 7, following is a summary of the deadlines set out by the
amortisation/depreciation plans for the aforementioned loans and borrowings:
Year Euro
2025
1,688
2026
1,590
2027
1,374
2028
714
2029
358
Loans and
borrowings
5,724
Again with reference to the information required by IFRS 7, the table below summarises the overall changes in
financial liabilities:
Description
12.31.2022
Value
Changes for the period
12.31.2023
Loans
Repayments
Reclassifications
Value
Short
-
term payables for bank loans
2,310 (2,310) 1,685 1,685
Medium/long-term payables for
bank loans
7,409 (1,685) 5,724
Valsoia S.p.A./Annual Financial Report at December 31, 2023
74
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Description
12.31.2022
Value
Changes for the period
12.31.2023
Loans
Repayments
Reclassifications
Value
Total financial liabilities
9,719
(2,310)
0
7,409
Reclassifications refer to the instalments of bank loans with repayment deadlines within the 12 months
subsequent to the year end.
Note (19) - Other non-current financial liabilities
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Other non
-
current financial liabilities
1,395
1,702
Total Other non
-
current financial liabilities
1,395
1,702
The item "Other non-current financial liabilities" refers to the portion falling due after 12 months of as described
in the previous point (8) “Right-of-use assets - IFRS16”.
A breakdown of the minimum payments and principal of finance leases by maturity is shown below:
Description
Minimum payments due for
financial lease
Principal share at:
12.31.2023
12.31.2022
12.31.2023
12.31.2022
Within 1 year
732
672
718
668
From 1 to 5 years
1,410
1,707
1,395
1,702
Beyond 5 years
0
0
0
0
Total
2,142
2,379
2,113
2,370
The reconciliation between the minimum payments due by the leasing company and their present value is as
follows:
Description 12.31.2023 12.31.2022
Minimum payments due for financial lease
2,142
2,379
(future financial
charges)
(29)
(9)
Total
2,113
2,370
Note (20) - Deferred tax liabilities
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
75
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Description
12.31.2023
12.31.2022
Taxable
amount
Taxes
Taxable
amount
Taxes
Deferred tax assets/Provision for deferred taxes
with balancing entry in the Income Statement
IRES/IRAP CHANGES
Trademarks and deferred charges not capitalised
pursuant to IAS/IFRS
0
0
32
9
Misalign. of accounting
-
tax amounts for “Santa
Rosa” trademark
(15,092)
(4,211)
(11,319)
(3,158)
Misalign. of accounting
-
tax amounts for the “Santa
Rosa” goodwill
2,692
751
3,589
801
Misalign. of accounting
-
tax amounts for the
“Diete.Tic” goodwill
(1,932)
(539)
(1,105)
(308)
Misalign. of accounting
-
tax amounts for the
“Loriana” goodwill
(1,543)
(430)
(1,028)
(287)
-
Civil and fiscal variances of the amortisation of
Brands
209
58
154
43
Taxed risk and write
-
down provisions
1,802
444
2,054
503
Sundry
5
1
103
29
Total deferred tax liabilities
(13,859)
(3,926)
(7,520)
(2,368)
The item “Deferred tax assets/(Provision for deferred taxes)” refers to the recognition of temporary differences
between the values recorded in the statement of financial position of the assets and liabilities and the related
amounts recognised for tax purposes. The credit items are estimated to refer to differences that will be
reabsorbed in the medium and long term.
Note (21) - Employee benefits
This item breaks down as follows:
Description 12.31.2023 12.31.2022
Provision for
post
-
employment benefits
266
282
F.I.R.R.
2
2
Total employee benefits
268
284
This item includes provisions for employees, and changed as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
76
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Description Taxable amount
Opening provision for post
-
employment benefits at 12/31/2022
282
2023 changes
- Financial income/(charges)
- End of employment severances and advances to employees
-
Actuarial gains (losses)
10
(24)
(2)
Closing provision for post
-
employment benefits at 12.31.2023
266
The provision for post-employment benefits is valued according to the IAS 19 standard, by which it is recognised
under “Defined benefit plans”; therefore, it was recognised through the actuarial projected unit credit method.
Following are the main assumptions used for the calculation:
Demographic assumptions
Mortality rate: the probabilities have been drawn from the general Italian population based on age and sex
(ISTAT) in 2000, and decreased by 25%.
Invalidity rates: for calculating the probability of exiting the company due to a total and permanent disability of
the employee, the disability tables that are currently used by insurance companies, based on age and sex, were
used.
As regards retirement age, it was assumed that active employees would stop working as soon as they reach the
first pre-requisite for retirement as set forth in the mandatory general insurance scheme. The valuation
incorporates the changes in the retirement age dictated by the “Monti” Reform.
As for the probability of ending employment for resignations or termination, a 4% annual frequency was used.
As for the probability of requests for advances on salaries, for projection purposes, an annual 2.8% advance
rate (percentage of employees who ask for an advance from their post-employment benefits, every year) was
used. As regards the amount of advance payments, 50% of the accrued provision for post-employment benefits
amount was used.
Business-financial assumptions
A rate of 3.0786% per annum was used as the discount rate for valuations as of December 31, 2023 for bonds
issued by European companies with AA ratings for maturities of 7-10 years.
Note: the average maturity of the company's liabilities is 7.57 years.
Yearly Inflation rate: 2.2%
Shareholders’ equity - Note (22)
Share capital
T
he share capital of the Company is fully paid up and amounts to EUR 3,554,100.66, with 10,770,002 ordinary
shares of a Nominal value of EUR 0.33 each.
Legal reserve
This is the reserve accrued pursuant to Art. 2430 of the Italian Civil code.
Valsoia S.p.A./Annual Financial Report at December 31, 2023
77
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Revaluation/realignment reserves
This item is made up of the Revaluation Reserve set aside pursuant to Law 488/2001 and Law 350/2003, as
well as the Realignment Reserves for tax purposes only of Intangible Assets (Trademarks and Goodwill) carried
out in accordance with the relevant laws.
IAS/IFRS adjustments reserve
The effects of the IFRS adjustments on Shareholders’ equity at January 1, 2004 have been recorded in the
IAS/IFRS reserve.
Other reserves
The other reserves include:
- extraordinary reserve deriving from the allocation of profits accrued but not yet distributed on a voluntary
basis in previous periods, as set forth by the Shareholders' Meeting;
- retained earnings resulting from the application of the IAS/IFRS accounting standards starting from the
transition date of January 1, 2004;
- reserve set up within the scope of the Allowance for doubtful accounts, in application of the IAS 8
accounting standard occurring in 2006;
- actuarial gains (losses) reserve: this includes the actuarial gains/losses deriving from the application of the
IAS 19 standard;
- reserve for the effects of the first application (FTA) of accounting standard IFRS15.
- stock option reserve. This item includes:
o the 2011-2015 Stock Option Plan reserve set aside for a total amount of EUR 490 thousand,
corresponding to the charges applicable to the 5 validity periods of the Plan;
o the 2016-2019 Stock Option Plan reserve set aside for a total amount of EUR 844 thousand,
corresponding to the charges applicable to the 3 validity periods of the Plan;
o the 2019-2022 Stock Option Plan reserve set aside for a total amount of EUR 1,159 thousand,
corresponding to the charges applicable to the 3 validity periods of the Plan;
o the 2022-2025 Stock Option Plan reserve accrued for a total of EUR 294 thousand, corresponding
to the portion pertaining to 2023 relative to the estimated charges for the years of validity of the
Plan, based on reasonable internal forecasts of the achievement of the objectives;
o the 2023-2028 Continuity Agreement reserve accrued for a total of EUR 270 thousand,
corresponding to the portion pertaining to 2023 relative to the estimated charges for the years of
validity of the Plan, based on the rights accrued.
The first three Plans concluded with the issuance of the equity-linked instruments and the related increase of
the Share Capital.
With reference to the charges relating to the 2022-2025 Stock Option Plan, in accordance with IFRS2, they
have been estimated by assessing:
- the percentage of probability in achieving the objectives set out in the Plan and the consequent number of
option rights accrued by the beneficiaries, based on the plans set out by the company and the probability
of their achievement;
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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- the fair value of the assigned option rights. This value was determined, in reference to the date of the actual
initial assignment of the option rights approved by the Board of Directors on November 14, 2022, by using
the Cox-Rubinstein binomial model for Bermudan options based on the following assumptions:
Measurement of fair value - 2022-2025 SOP: summary of data
Bermudan 1 Bermudan 2 Bermudan 3
Bermudan 4
Measurement Date 11/14/2022
Start of Vesting Period 04/30/2023 04/30/2024 04/30/2025 04/30/2025
End of Vesting Period 12/31/2025 12/31/2025 12/31/2025 12/31/2026
Market price of the share (EUR) 9.70
Strike price of the share (EUR) 0.33
Volatility 28.1%
Free-risk rate Ob. 1/2 (Euribor 6M spot) 2.87%
2.82%
Estimated dividends 2.80%
Unit fair value (EUR) 9.25 8.99 8.74
8.74
As regards the probability of employees leaving the Company (exit rate), the rate used is 0% per year (bad
leaver).
The comprehensive fair value of the Stock Option Plan was estimated from the product between the unitary
fair value of the individual option and the expected value of the number of option rights accrued at the exercise
dates. This expected value is the result of the product between the number of option rights assigned and the
probability of achieving the Company’s performance targets.
The number of option rights assigned by the Board of Directors on November 14, 2022 is 168,000 in total, out
of a maximum of 200,000 options that can be assigned:
- 56,000 allocated for 2022 and subject to exercise, after accrual, from April 30, 2023 for 50% (target 1) and
for the other 50% (target 2) from April 30, 2025;
- 56,000 allocated for 2023 and subject to exercise, after accrual, from April 30, 2024 for 50% (target 1) and
for the other 50% (target 2) from April 30, 2025;
- 56,000 allocated for 2024 and subject to exercise, after accrual, from April 30, 2025 for 50% (target 1) and
for the other 50% (target 2) from April 30, 2025.
I
n relation to the Continuity Agreement between the current CEO, Andrea Panzani, and the majority shareholder
of Valsoia S.p.A., Finsalute S.r.l, as reported in the paragraph "Employee benefits - Remuneration plans in the form
of stock options", the right to exercise the option will be realised, within certain periods, in six different tranches,
starting from the year 2023 up to and including the year 2028, for a maximum total of 107,000 ordinary shares
of Valsoia S.p.A.
The effect in 2023 of the exercise of the option, amounting to EUR 270 thousand, is reflected in the specific
equity item.
For details on the items composing the Shareholders’ Equity, see the table below:
Valsoia S.p.A./Annual Financial Report at December 31, 2023
79
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Description 12.31.2023 12.31.2022
Possibility of
use
Share capital
3,554
3,554
-
Legal reserve
701
701
B
Tax revaluation/realignment reserves
29,377
29,377
A, B, D
IAS/IFRS adjustments reserve
(1,202)
(1,202)
-
Other reserves:
IAS 8 adjustment reserve
469
469
A, B, C
earnings brought forward for transition to IAS/IFRS
417
417
A, B, C
extraordinary reserve
42,719
38,836
A, B, C,
S.O.P. reserve 2011
-
2015
490
490
A, B, C
S.O.P. reserve 2016
-
2019
844
844
A, B, C
S.O.P. reserve 2019
-
2022
1,160
1,160
A, B, C
S.O.P. reserve 2022
-
2025
294
15
A, B, C
2023
-
2028 Continuity
Agreement reserve
270
0
A, B, C
actuarial gains/losses reserve
11
13
-
valuation reserve IFRS 9
(1,292)
(726)
foreign exchange gains reserve
10
10
Total other reserves
45,392
41,528
Profit/(loss):
Profit for the period
7,224
7,976
Total
Shareholders’ equity
85,046
81,934
Key for the possibility of use:
A. Available for share capital increases;
B. Available for loss hedging;
C. Available for shareholders distribution;
D. Available for the distribution to shareholders with the loss of the benefit of tax suspension.
It should also be noted that, during the year, dividends were distributed to the shareholders for a total of EUR
4.1 million, as an appropriation of profits for the year 2022.
Analysis of the breakdown of the main items of the income statement
Note (23) - Revenue and Income
This item breaks down as follows:
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80
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Description 2023 2022
Revenue:
- Revenue - Italy
-
Revenue
-
Abroad
103,117
9,701
92,327
8,993
Total revenue
112,818
101,320
Other income
2,479
2,342
REVENUE AND INCOME
115,297
103,662
The following table shows the breakdown of revenues, broken down by domestic and foreign and by product
family.
Description
(EUR 000)
2023
2022
Change
Euro
% Inc.
Euro
% Inc.
%
Health Food Products Division
(a)
56,992
50.5
54,215
53.5
5.1
Food
Products Division (b)
43,782
38.8
34,599
34.1
26.5
Others (c)
2,343
2.1
3,513
3.5
-33.3
TOTAL ITALIAN REVENUE
103,117
91.4
92,327
91.1
11.7
Sales abroad
9,701
8.6
8,993
8.9
7.9
TOTAL REVENUE
112,818
100.0
101,320
100.0
11.3
(a) Valsoia Bontà e Salute, Vitasoya, Naturattiva trademarks
(b) SantaRosa (jams), Diete.Tic, Loriana, Weetabix, Vallè (sales commissions) trademarks
(c) Industrial products
Regarding the comment on the change in sales revenue, please see the Directors' Report.
The item “Other income” is detailed as follows:
Description 2023 2022
Other income:
- Chargeback to third parties
- Capital gains on sale of assets
- Other
1,523
12
944
708
5
1,628
Total other income
2,479
2,341
The Chargeback to third parties is to be attributed to business and promotional costs incurred pursuant to
distribution agreements charged to the counterparty and the recovery of costs incurred on behalf of third
parties.
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81

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Other revenues refer to out-of-period income, operating grants and also include the consideration agreed
following the Licensing contract with third parties for the Santa Rosa “Pomodorissimo” line. In addition, for the
financial year 2023, tax credits for extra gas and energy costs, as per current legislation, are included in the
item.
Note (24) - Operating costs
This item breaks down as follows:
Description 2023 2022
Purchase costs
- Raw materials
- Ancillary materials
- Consumable materials
-
Finished products and goods
13,184
2,544
741
47,403
14,249
2,910
829
42,362
Total purchases
63,871
60,350
Services
- Industrial
- Marketing and sales
-
Administrative and general
4,572
14,188
4,175
4,548
12,615
4,097
-
Other costs for services
153
0
Total services
23,089
21,260
Cost of use of assets owned by other, of third party assets
270
162
Personnel costs
- Wage and salaries
- Social security charges and post-employment benefits
- Other labour costs
-
Personnel charges pursuant to SOP
8,349
3,173
237
549
7,955
2,976
373
75
Total
personnel costs
12,309
11,379
Change
s
in inventories
2,177
(3,096)
Other
operating costs and expenses
1,075
1,158
TOTAL OPERATING COSTS
102,789
91,213
During the year, cost of sales and costs directly related to sales (logistics costs) increased due to the increase in
sales volumes and different purchase mix compared to the previous year.
The item Cost for use of third party assets contains the costs related to operating leases that do not fall within
the scope of application of IFRS 16, as they are less than 12 months old or individually of insignificant amount.
With regard to Personnel costs, the item includes the entire expense for employees and contract-based
personnel, excluding remuneration to the Board of Directors, including the cost for holidays and permits accrued
and not used, additional months and other legal provisions.
This item also includes charges for stock options related to the 2022-2025 SOP plan and for the continuity
Valsoia S.p.A./Annual Financial Report at December 31, 2023
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agreement between the majority shareholder of Valsoia S.p.A., Finsalute S.r.l., and the current Chief Executive
Officer, as better described in Note (22) Shareholders' Equity.
As at 31 December 2023, the workforce of the Company comprised:
Description 12.31.2023 12.31.2022
Executives
10 11
Employees and managers
104 97
Factory workers
27 23
Contract
-
based workers
1 1
Total employees
142 132
For further details, please see the Directors' Report - Information on the personnel.
The item Other operating costs and expenses breaks down as follows:
Description 2023 2022
Other operating costs and expenses:
- Local taxes and duties, CCGG, Stamps
- Credit losses
- Capital loss from asset disposal
- Contingent liabilities
- Membership fees
-
Other charges
125
39
0
5
200
706
119
141
0
182
190
525
Total
Other operating costs and expenses
1,075
1,158
Contingent liabilities refer to operating costs recognised in the period pertaining to previous years.
The Other charges mainly consist of costs for the disposal of obsolete products, charitable donations,
entertainment costs and contributions to trade associations.
Note (25) - Amortisation, depreciation and write-downs
This item breaks down as follows:
Description 2023 2022
Amortisation of intangible assets
730
702
Depreciation of property, plant and equipment
1,389
1,319
Amortisation of rights of
use
735
672
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Total amortisation, depreciation and write
-
downs
2,853
2,693
In general, amortisation of intangible assets and depreciation of property, plant and equipment are substantially
in line with the past. For more details on changes in the above items, reference should be made to Notes (6),
(7) and (8).
With reference to the item “Amortisation for rights of use”, please refer to the description in point (8) Rights of
use above.
Note (26) – Financial Income/(Expenses)
This item breaks down as follows:
Description 2023 2022
Interest income on
non
-
current financial assets
745
1,441
Interest income and other financial income
100
24
Interest expense and bank charges
(138)
(143)
Foreign exchange gains/(losses)
(6)
(19)
Total
F
inancial
I
ncome/(
Expenses
)
701
1,303
Interest income on non-current financial assets refers to interest accrued and paid as at December 31, 2023
on the investment detailed in Note (10) above. The amount of interest paid is due to the revaluation component
of interest as a result of the inflation-protection mechanism of the Security (indexing on the FOI index - tobacco
as at December 31, 2023). The change from the previous year is attributable to the sharp rise in the inflation
rate in 2022, which gave significant impetus to the bond's indexing.
Financial income mainly consists of interest income on bank current accounts; interest expenses refer to charges
accrued on outstanding medium- and long-term loans.
In the period ended December 31, 2023, a total loss on currency exchange of EUR 6 thousand was recorded.
Considering the limited exposure of the Company to changes in interest rates and foreign exchange rates, a
sensitivity analysis thereof is not considered to be necessary.
Note (27) – Taxes
This item breaks down as follows:
Description 2023 2022
Current IRES
-
IRAP income taxes
(1,436)
(1,523)
Deferred tax assets/(liabilities)
(1,558)
(1,560)
Prior years' taxes
137
0
Total Taxes
(3,131)
(3,082)
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Deferred tax liabilities are shown net of deferred tax assets; the balance expresses the taxes that have been
calculated on provisions and other temporary differences the tax disbursement of which has been deferred over
time. Details about the recognition of deferred tax assets/liabilities were provided in Note (21) Provision for
deferred taxes.
With reference to current taxes, the reconciliation between the theoretical and actual taxes at 12.31.2023 and
12.31.2022 is shown below:
Description
2023
2022
Taxable
amount
Tax Rate %
Taxable
amount
Tax Rate %
Pre
-
tax profits
10,355
11
,
058
Total theoretical IRES
2,485
24.0
2,654
24.0
ACE effect (*)
(116)
(165)
Charitable donations
(22)
(19)
Other tax recoveries /
(deductions) - net effect - (perm
+ temp)
(1,167)
(1,114)
Total current IRES (a)
1,180
1,356
Tax base for IRAP
21,963
19,368
Total theoretical IRAP
857
3.9
755
3.9
Personnel cost deduction
(434)
(421)
IRAP deductions
(167)
(168)
Total current IRAP (b)
256
166
Total current taxes (a) + (b)
10,355
1,436
13.0
11,058
1,522
13.8
(*) = in 2021 ACE + Super ACE effect
Note (28) - Basic and diluted earnings per share
The basic earnings per share are determined by dividing the profit for the year by the number of shares (no.
10,770,002) which compose the share capital.
The earnings per share are determined by dividing the profit for the year by the number of shares composing
the share capital; the earnings per share also includes the potentially new issued shares following the 2022-
2025 SOP.
Positions or transactions deriving from atypical and/or unusual operations
During the year ended on 31 December 2023, in addition to the foregoing, there were no events/transactions
falling within the scope of Consob Communication DEM/6064293 of 28 July 2006. As instructed in said
Communication, “atypical and/or unusual transactions are those that, because of their significance, importance,
nature of the counterparties, purpose of the transaction, method for determining the transfer price or time of
their occurrence (close to the end of the year), could give rise to doubts relating to: the accuracy and
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completeness of the information in the financial statements, a conflict of interest, the safeguarding of the
company’s assets or the protection of non-controlling shareholders”.
Information on transactions carried out with the holding company, subsidiaries and related
parties
Following are the main economic, financial and equity effects of the transactions that took place with the parent
company Finsalute S.r.l.
Holding company
revenue/(costs) receivables/(payables)
collections/(payme
nts)
2023
1.1.2023
12.31.2023
2023
Finsalute S.r.l.
6
2
2
7
Total transactions with the holding
company
6 2 2 7
During the year, the following transactions with related parties, aggregated by nature, were also noted. These
include transactions with the subsidiaries Valsoia Pronova d.o.o. and Swedish Green Food Co. AB, also
concluded at normal market conditions:
Related party
Revenue/(Costs) Receivables/(Payables)
Collections/(Payme
nts)
2023
1.1.2023
12.31.2023
2023
Membership fees
(133)
(2)
(4)
(142)
Directors’ remuneration
(30)
(21)
(21)
(34)
Purchase of goods and services
126/(148)
48/(26)
97/(49)
77/(
110)
Valsoia Pronova Doo
514/(6)
107
158
463/(6)
Swedish Green Food Co AB
373/(1)
101
225/(45)
249/(89)
Total transactions with related
parties
1,013/(318) 256/(49) 480/(119) 789/(381)
The major transactions with related parties in terms of income and equity refer to the ordinary operations
(Purchase of goods and services) carried out at arm's length, which took place with Consorzio Italia del Gusto.
Information required by article 149-duodecies of CONSOB Issuers’ Regulation
The following schedule, prepared pursuant to article 149-duodecies of the CONSOB Issuers’ Regulation, shows
the consideration payable and the expenses for 2023 for auditing services and for other services provided by
KPMG S.p.A. and companies belonging to its network.
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Description Remuneration
KPMG S.p.A.
- Auditing and certification services
-
Cost reimbursement and contrib. Consob
88
18
Total remuneration
106
Remuneration of the Statutory Auditors and the Directors
Pursuant to Consob Resolution no. 11971/99 (Issuers’ Regulation), the remuneration paid or, in any case
attributed, in the 2023 financial year to the members of the Board of Directors and the Board of Statutory
Auditors, as well as to the Executives with strategic responsibilities and the investments held by them during
the year are illustrated in the “Report on Remuneration”, which will be made available at the Shareholders’
Meeting called for the approval of the Financial Statements as at December 31, 2023.
Report on transparency regarding public funds
As required by Art. 1 paragraphs 125 - 129 of Law 124/2017 amended by Article 35 of Law 34/2019, the
public disbursements granted to Valsoia Spa during the year 2023 for an amount not less than EUR 10 thousand
cumulatively in the period considered are summarised below.
Funding Entity
Type of
Amount
funding
2023
Ministry of Economic Development
R&D tax credit 2022 47
GSE – Gestore Servizi Elettrici
Contribution to energy production by Photovoltaic
plant
40
Ministry of Economic Development
Tax credit for Electricity
135
Ministry of Economic Development
Gas tax credit
147
TOTAL
369
Events following the close of the financial year
There are no particular events to report.
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Allocation of profit for the period
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,223,996.27
We propose to allocate:
- to the extraordinary reserve: EUR 3,131,395.51
- a dividend of EUR 0.38 for each of the
10,770,002 shares totalling: EUR 4,092,600.76
We hereby propose that the dividends be paid on May 8, 2024, with record date May 7, 2024 and ex-dividend
date of May 6, 2024.
/
Bologna, March 11, 2024
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
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Annual Financial Report at December 31, 2023
Statement pursuant to Art.
154-bis of Legislative
Decree 58/98
4 /

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STATEMENT PURSUANT TO ART. 154 BIS, PARAGRAPH
5 OF ITALIAN LEGISLATIVE DECREE NO. 58/98
The undersigned, Andrea Panzani, Generai Manager and Chief Executive Officer, and Nicola Mastacchi,
Manager in charge of financial reporting for Valsoia S.p.A., hereby certify, also taking into account the provisions
of
Art. 154-bis, paragraphs 3 and 4 of ltalian Legislative Decree no. 58 of February 24, 1998:
the aclequacy in the relation to the characteristics of the company, and
the actual application
of the aclministrative ancl accounting procedures for the preparation of the Financial Statements at December
31, 2023.
lt is also hereby certified that:
a)
the financial statements as at and for the year ended December 31, 2023 fully reflect the accounting
recorcls ancl books;
b)
the
financial statements for the year ended December 31, 2023 were prepared in compliance with the
lnternational Financial Reporting Stanclarcls, ratifiecl by the European Union, as well as all provisions issued
in implementation of Legislative Decree no. 38/2005; they provide a truthful and correct representation
of the equity, business ancl financial situation of the issuer;
c)
the Directors' Report includes a reliable analysis of the performance and operating results, as well as of the
position of the issuer, together with a description of the main risks and uncertainties to which it is exposecl.
Bologna, March 11, 2024
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