Graphics
Annual Financial Report at
December 31, 2022

Graphics
* 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.
* * *

Graphics
News:
PLANT BASED DELI SLICES
From the Valsoia experience, a unique, distinctive and tasty line of
100% vegetable cold cuts.
Rich in proteins and Omega 6 valuable allies in maintaining normal
cholesterol values.

Graphics
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 ......................................................................... 30
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 ................................................................... 99

Graphics
Annual Financial Report at December 31, 2022
General information
1 /

Graphics
GENERAL INFORMATION
Corporate offices and positions
Board of Directors
(1)
Chairman Lorenzo Sassoli de Bianchi
De
puty Chairman Furio Burnelli
Chief Executive Officer and General Manager
(2)
Andrea Panzani
Directors Susanna Zucchelli
Francesca Postacchini
Gregorio Sassoli de Bianchi
Camilla Chiusoli
Patrizia Fogacci
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, 2020, in office until the approval of the 2022 Financial Statements.
(2) Chief Executive Officer (since April 23, 2015) and General Manager (since February 04, 2014).
(3) Appointed on March 13, 2020, in office until the approval of the 2022 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, 2022
6

Graphics
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, 2022, the structure of the Valsoia Group, in addition to parent company Valsoia S.p.A.,
included the following subsidiary:
V
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, 2022
7

Graphics
Annual Financial Report at December 31, 2022
Directors
Report
2 /

Graphics
-REPORT ON OPERATING PERFORMANCE AS AT
DECEMBER 31, 2022
Key financial highlights
Income statement ratios
(EUR 000)
12.31.2021
Change
EURO
%
EURO
%
EURO
%
Total sales revenue
101,320
100.0
90,953
100.0
10,367
+11.4%
Revenue and income
103,662
102.3
9
2
,
810
102.
0
10,
852
+11.
7
%
Gross operating result (EBITDA)
(*)
12,448
12.3
13,214
14.5
(766)
-
5.8
Net operating result (EBIT)
9,755
9.6
10,737
11.8
(982)
-
9.1
Pre
-
tax profit
11,058
10.9
10,668
11.7
390
+3.7
Taxes (total): current, adv./deferr.
Non
-
recurrent tax effects
(3,082)
3.0
(3,303)
(3.6)
(221)
-
6.7
Net profit for the period
7,976
7.9
7,365
8.1
611
+8.3
(**) 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 2022 Financial Statements was negatively impacted by the economic effect of the Stock Options Plan
for EUR 75 thousand (310 thousand in 2021) and positively by the reclassification effects on the Income Statement resulting from the
application of IFRS16 for EUR 672 thousand (561 in 2021).
Equity indicators
(EUR 000)
12.31.2022 12.31.2021 Change
Current non
-
financial assets
27,667
18,441
9,226
Current non
-
financial liabilities
(27,368)
(20,321)
(7,047)
Net working capital
299
(1,880)
2,179
Other net operating
assets/(liabilities)
(2,653)
(1,593)
(1,060)
Non
-
current assets
57,199
56,766
433
Total INVESTMENTS
54,845
53,293
1,552
Shareholders’ equity
81,933
78,636
3,297
Short
-
term net financial position (assets)
(16,728)
(36,773) 20,045
M/L
-
term net
financial position (assets)
(19,471)
0
(19,471)
Non
-
current loans and borrowings
9,111
11,430
(2,319)
Valsoia S.p.A./Annual Financial Report at December 31, 2022
9

Graphics
Net financial position (assets) (*)
(27,088)
(25,343)
(1,745)
Total SOURCES
54,845
53,293
1,552
(*) = The figure as at December 31, 2022 includes the effect on the NFP deriving from the application of IFRS 16 Leases, equal to EUR
2.4 million (EUR 2.3 million at December 31, 2021); this effect is purely accounting in nature. Net of the accounting effects of the
foregoing, the net cash flow actually produced by the Company in financial year 2022, after the distribution of the dividends valued at
EUR 4.1 million, resolved upon the approval of the Financial Statements at December 31, 2021 was equal to EUR 1.8 million.
Economic and financial
performance indicators
12.31.2022 12.31.2021
ROE (Net profit for the period/Shareholders’ equity)
9.7% 9.4%
ROI (EBIT/Total investments)
17.8% 20.1
ROS (EBIT/Revenue)
9.6% 11.8%
EBITDA margin (EBITDA (b)/Sales revenue)
12.3% 14.5%
Primary structure index
(Equity/Fixed assets)
1.07 1.38
Secondary structure index
(Equity + M/L
-
term Financial payables)/Fixed assets
1.17 1.55
Acid test
(Short-term net financial pos. + Current non-financial
assets) /Current non
-
fin.
liabilities
1.60 2.66
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 2022, the Company recorded Sales Revenues of EUR 101.32 million with an increase of +11.4% (EUR
+10.37 million) compared to the end of the previous year (equal to EUR 90.95 million) already up by
+9% (EUR +7.49 million) on 2021.
The increase in revenues during the year 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 (Marche
Piadina Loriana, Santa Rosa confetture, Diete.Tic, Weetabix and Oreo O's Cereals, Vallè margarine).
This positive trend, already recorded in the first six months of the year (+6.8% vs. first half of 2021),
Valsoia S.p.A./Annual Financial Report at December 31, 2022
10

Graphics
showed a further significant acceleration in the second half of the year (+16.2%).
Consumption in Italy (total grocery markets) were positive in value for the year at +7.5% (source:
Nielsen), however, showing the first signs of contraction in volume since September.
The twelve-month cumulative closing for total grocery consumption, in volume terms, was only slightly
negative compared to the previous year (-0.3%).
Consumer prices continued their growth throughout 2022 with average inflation rising from +2.4%
recorded in January to +15.3% in December (source: Nielsen).
The market research company Nielsen has recorded, since the autumn, an initial recomposition of the
carton mix in favour of private labels and 'less premium' products in the Iper + Super + Superette
channels, together with a shift in consumption in favour of the Discount channel.
In this general context marked by the sharp rise in inflation and an initial contraction in consumption,
some of the markets in which the Company operates also experienced a slowdown, in particular the
markets for frozen vegetable dishes, yoghurt vegetable alternatives and jams.
The performance of the Company's Brands was broadly in line with the performance of their respective
markets. Sales in volume and value terms of Valsoia ice cream, chocolate-flavoured spreads, Piadina
Loriana and Oreo O's cereals grew significantly. Distribution coverage and space management at points
of sale also improved thanks to the use of a network of sell-out specialists dedicated to the company's
brands and operating in over 40% of weighted distribution in Italy.
The first year of distribution of Vallè Margarine is positive and in line with expectations.
The Company Valsoia plays the role of 'commission agent' for the company Valle Italia (owner of the
brand) and therefore in line with IFRS 15, converge into the income statement, in the form of revenues,
the remuneration linked to sales commissions on the volumes of the Vallè brand, thus excluding the
relative cost of sales.
Sales abroad showed a significant increase of +27.5% over the same period in the 12 months of the
financial year 2022. Important contribution to the growth of the policy of direct presence in some
potential countries for the consumption of the Valsoia Bontà e Salute and Piadina Loriana brands.
The financial year under review was characterised by a general inflationary pressure on costs, which had
two important moments: the first, as early as January, due to general macroeconomic factors caused by
the post-pandemic world recovery, the second, from March/April until the summer, following the
conflict in Ukraine. The significant extra costs involved raw materials, packaging, logistics and energy in
particular, forcing the Company to have two price increases negotiated with the retailers in March and
Valsoia S.p.A./Annual Financial Report at December 31, 2022
11
Graphics
July 2022, respectively. This scenario affected all FMCG companies in both Italy and Europe and is the
reason for the strong consumer price inflation in the food markets.
The Company faced with balance and decisiveness the significant impact of the extra costs of sales and
logistics (estimated at around EUR +11 million in absolute value) by acting responsibly towards the
consumer, its suppliers and retailers.
However, market shares were defended, and for some product lines or brands improved, also thanks to
the continued investments in communication and consumer marketing made for all of the company's
brands during the year 2022.
However, the list price increases negotiated with Trade and the Company's core business only partially
offset the extra costs on volumes (on a like-for-like basis), which remained substantially stable compared
to the previous year.
The operating margin in FY 2022 (EBITDA) thus amounted to EUR 12.4 million, down by -5.8% (EUR -
0.76 million) compared with the previous year, recording an operating margin ratio (EBITDA Margin %)
of 12.3% versus 14.5% in 2021.
The reduction in the EBITDA Margin % is clearly attributable to the slight decline in absolute margins
compared to the strong growth in revenue during the year.
In any case, the 2022 result, in absolute value, is solidly above both the margins of the year 2020 (+3.6%)
and the year 2019, pre-Covid19 (+11.4%).
Pre-tax profit amounted to EUR 11.05 million (+3.7% compared to the previous year) with a percentage
on sales revenue of 10.9% compared to 11.7% for the year 2021, which decreased during the year for
the same reasons as mentioned above.
The growth in the value of pre-tax profit is due to financial income from investments in Italian
government bonds (BTP 'Italia' Giu30), maturing in 2030, purchased to protect the purchasing power of
some of the available liquidity in view of the sharp rise in inflation in 2022.
The net profit for the period amounted to EUR 7.97 million, up on the previous year by +8.3% (EUR
+0.6 million), with a percentage index that stood at 7.9% of revenues compared to 8.1% for the same
period.
In addition to the above-mentioned increase in pre-tax profit, the growth in net profit also resulted from
a lower taxation incidence, which in 2021, included an amount of EUR 0.670 million related to non-
recurring tax effects (Budget Law 2022).
Valsoia S.p.A./Annual Financial Report at December 31, 2022
12
Graphics
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.
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
13
Graphics
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 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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
14
Graphics
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
The following table shows the sales revenue broken down by business area.
Description
(EUR 000)
12.31.2021
Change
EURO
% Inc.
EURO
% Inc.
%
Health Food Products Division (a)
55,084
54.4
49,321
54.2
11.69
Food Products Division (b)
33,731
33.3
29,293
32.2
15.15
Others (c)
3,512
3.5
5,288
5.8
-33.56
TOTAL ITALIAN REVENUE
92,327
91.1
83,902
92.2
10.04
Sales abroad
8,993
8.9
7,051
7.8
27.54
TOTAL REVENUE
101,320
100.0
90,953
100.0
11.40
(a) Valsoia Bontà e Salute, Vitasoya, Naturattiva trademarks
(b) Santa Rosa (only jams), Diete.Tic, Loriana, Weetabix, Oreo Cereal, Vallè brands (sales commissions)
(c) Supplements, 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) are down.
Of note was the growth in foreign sales, which, with +27.5%, consolidated the excellent performance
of previous years, also confirming the effectiveness of the direct presence model that has so far only
been launched in a few countries where the Company is active.
As far as Italy is concerned, against the significant growth in list prices and, consequently, prices to the
public, it is relevant to observe the stability of overall volumes, on a like-for-like basis, compared to the
Valsoia S.p.A./Annual Financial Report at December 31, 2022
15
Graphics
previous year. On the other hand, the company's total volumes are up, including those attributable to
sales of "Vallè" brand products, distributed from January 2022.
Some product lines have shown, also in terms of sales volumes, positive performances both in terms of
sell-in (sales to Retailers) and sell-out (consumption), thus also improving their market share, including:
- Valsoia ice creams, which also benefited from a positive summer season (weather-wise) together with
the excellent performance of the new products launched in Italy and abroad;
- Valsoia's chocolate spread, which is growing strongly due to better average sales results per distribution
point;
- Piadina Loriana, growing both in terms of greater distribution coverage and higher average sales per
distribution point;
- Oreo O's cereals, which far exceeded both their distribution and volume targets;
- Vallè margarine, which in a historically declining market maintained the previous year's volumes and
improved, in its first year with Valsoia, both its sell-out (consumption) volumes and relative distribution
share.
The only negative signs for Italy are the performance of Valsoia vegetable yoghurt, both in terms of sales
volumes and relative final consumption, as well as the Santa Rosa brand of jams, which, however, shows
a decisive recovery, also in terms of volumes, in the second half of 2022, also reflected in a growth in
consumption and its market share.
In terms of market share, 9 brands/lines out of the company's top 16 see their market share increase in
Italy in the second half of 2022, already after applying the new price lists.
The Company continued to implement its 'field' operational strategies throughout 2022 with the aim of
improving distribution coverage, display quality and promotional activities for both historical products
and new launches.
During 2022, the Company carried out all the activities envisaged in its marketing and business plans,
together with new product launches as described below.
Also for 2022, there has been strong support for all the Company's brands in terms of communication
both for the domestic market and for the main foreign countries where, in particular, the Valsoia "Bontà
& Salute" brand is present.
Among the most important actions, foreseen and outlined in the business plans for the year 2022, are:
The kick off of the exclusive distribution on the Italian territory of the entire Vallè branded
product portfolio;
The first major structured investment in communication for the Piadina Loriana brand and
Valsoia S.p.A./Annual Financial Report at December 31, 2022
16
Graphics
Diete.Tic brand;
the publication of the second 'corporate sustainability' document and the achievement of
the agreed sustainability targets for 2022;
The agreement finalised with the multinational General Mills S.a.r.l. for the exclusive
distribution in Italy of the Haagen-Dazs brand of traditional ice cream, a leader in the 80
markets worldwide where it is present;
The successful launch in Italy and abroad of a new range of Valsoia branded ice creams;
The expansion of the "sugar-free" product offering in the beverage and yoghurt lines;
The expansion of the product range of frozen meat alternatives;
The significant expansion of the direct supervision of supermarkets and hypermarkets
through a dedicated team of sell-out specialists in all of the Company's brands over 40%
of the Italian weighted distribution;
The agreement in Italy with a leading dairy group for the widespread distribution in the
Ho.Re.Ca. channel of "Valsoia Barista" vegetable drinks;
The development of sales to the end consumer, via e-commerce (Amazon and other
platforms);
Lastly, we would like to point out the progress in compliance with the relative timetable of the Serravalle
plant expansion project and the simultaneous expansion of the offices in the Bologna headquarters.
Investments
During the year 2022, investments were made in tangible and intangible fixed assets for over EUR 2.4
million. These investments mainly concerned building 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 finalised the 2022 Sustainability Report, which will be published after the Shareholders'
Meeting for the approval of the 2022 Financial Report. This report, does not constitute a “NFS” (Non-
Financial Declaration) pursuant to Legislative Decree 254/2016 (transposition of Directive
2014/95/EU), but 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 activities related to it.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
17
Graphics
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 and quantitative contents that characterise the Company's operations.
ANALYSIS OF THE STATEMENT OF FINANCIAL POSITION
The following Table shows the breakdown of the Net Financial Position as at December 31, 2022 and
December 31, 2021, according to the scheme indicated by ESMA:
Description
(EUR 000)
12.31.2022
of which:
related
parties
12.31.2021
of which:
related
parties
(a) Cash and cash
equivalents
4
3
(b) Cash equivalents
19,703
41,242
(c) Current financial assets
0
0
(d) Total liquidity (a+b+c)
19,707
41,245
(e) Current financial payables (excluding
current portion of non-current financial
payables)
(668)
(639)
(f) Current portion of non-current
financial payables
(2,310)
(3,833)
(g) Current financial payables (e+f)
(2,978)
(4,472)
(h) NET CURRENT FINANCIAL
PAYABLES (g
-
d)
16,729
36,773
(i) Non
-
current financial payables
(
9
,
111
)
(9,719)
(o) Other non
-
current financial payables
0
(
405
)
(k) Non
-
current financial payables (i+j)
(9,111)
(11,
835
)
(l) TOTAL
FINANCIAL PAYABLES (h+k)
7,618
2
4
,
938
As an additional element of information, it should be noted that a significant portion of the cash and cash
equivalents present at the beginning of the year (totalling EUR 20,197 thousand) was used for an
investment in non-current credit financial instruments measured at fair value at the end of the year in
the amount of EUR 19,471 thousand.
For more information is provided below a presentation of the Net Financial Position that also includes
this non-current asset:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
18
Graphics
Description (EUR 000) 12.31.2022 12.31.2021
Cash
4
3
Current accounts and bank deposits
19,703
41,242
Current financial assets
0
0
Total cash and cash equivalents
19,707
41,245
Current loans and borrowings
(2,310)
(3,833)
Current payables for leases
(668)
(639)
Current net short
-
term financial position
16,729
36,773
Medium/long
-
term financial assets
19,471
0
Non
-
current loans and borrowings
(7,409)
(9,719)
Non
-
current payables for leases
(1,702)
(1,711)
NET FINANCIAL POSITION
27,089
25,343
As of December 31, 2022, the Company’s adjusted net financial position was approximately EUR 27.1
million, an increase of over EUR 1.7 million compared to the start of the year. The Net Financial Position
as at December 31, 2022 and as at December 31, 2021 include, respectively, payables for 2.37 and 2.5
million Euro for leases concerning the representation of the mere accounting effects deriving from the
application of IFRS 16 (EUR 17 thousand ), 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 as at December 31, 2022 recognises the investment in non-current
financial assets at fair value, with a negative adjustment of over EUR 0.7 million.
As a result, the net cash flow generated by the Company’s routine operations in fiscal year 2022 was
actually positive by more than EUR 2.5 million.
During the full year 2022, current operations continued to generate positive cash flow with a primary
operating cash flow of EUR 12.4 million. In the same period, the increase in turnover and prudent
management of stock levels led to absorption of liquidity at Working Capital level for around EUR 2.5
million. Fiscal management resulted in a cash outflow of approximately EUR 1.6 million.
On the other hand, cash outflows amounted to EUR 2.4 million, for the requirements relating to
Investments (tangible for EUR 2.1 million, intangible for approximately EUR 0.3 million). The investment
in non-current financial assets (Italian government bonds, BTPs) entailed a e receipt of a coupon (interest
+ revaluation of FOI ex-tobacco index) of EUR 1.4 million. Finally, the shareholder remuneration policy
continued in 2021, resulting in a cash outflow of EUR 4.1 million for dividends paid during the year.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
19
Graphics
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 not have implemented currency forward purchase operations.
Credit Risk
The Company deals with customers mainly in the “large-scale retail trade”, which historically have had
an overall low insolvency rate and whose risk profile has not been significantly affected by the COVID-
19 health emergency. 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 long-term financial assets investment (BTP Italia) includes
a fixed rate coupon (floor) and 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
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
20
Graphics
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,
Valsoia S.p.A./Annual Financial Report at December 31, 2022
21
Graphics
within large scale retail distribution, it is normal practice that the execution of trade agreements with the
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 on behalf of third parties
Currently, 8% of the Company’s revenue derives from the distribution of third party products (Weetabix,
Oreo O’s, Vallé). A termination of these relationships would have a negative impact on the financial
results of the Company.
Risks associated with the spread of contagion by "COVID-19"
During the most intense two-year period relating to the health emergency, the Company has always
taken action, in line with the indications issued from time to time by the competent authorities, to
guarantee the safety of all employees, stakeholders and consumers as well as to ensure business
continuity.
From the point of view of business continuity, inventory levels and relationships with co-packers and
logistics platforms have been carefully analysed. The operational continuity of the logistics centres has
been verified and where possible a potential back up has been created. The co-packers have adopted
similar prudential solutions to protect continuity.
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.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
22
Graphics
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 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 related to the Ukraine war
Unfortunately, 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 corporate 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.
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 2023, there was still a growth in sales revenues for both Italian Divisions (“health” and
“traditional” foods).
The company's foreign sales, continued to grow, with the same positive progression as in the year 2022.
In January 2023, important new products were presented to the sales networks of the Italian and
Foreign Divisions in terms of both healthy (plant-based alternatives) and traditional products.
Investments in television communication also resumed in February, in line with the marketing plans for
Valsoia S.p.A./Annual Financial Report at December 31, 2022
23
Graphics
the year.
On January 1, 2023 was the kick-off of the distribution of Haagen-Dazs brand ice cream in Italy.
The company remains committed to facing a further significant increase in all average costs of products
and services, still as a consequence of the international crisis scenario that has continued since 2022.
There are some areas of improvement, significant in particular for energy and gas, with average purchase
values for the year declining but, in any case, definitely above 2022, and with only marginal effects on
the containment of extra costs at present.
The company is therefore currently involved in the closing of the 2023 contract renewals with the large-
scale retail trade brands and, therefore, focused on tight negotiating tables both with suppliers and with
all retailers/distributors, domestic and foreign, to update the new price lists and sales conditions, to cover
the expected increase in costs.
The management and commercialisation of Vallè margarine, in its second year of exclusive distribution
with Valsoia, continues positively, for now aligned with the 2023 Plan.
Finally, the further strengthening of the direct presence in Sweden and the Baltic States with the
expansion of the direct sales structure in the territory has begun. Interestingly, the opening of the
Canadian market is offering very encouraging early feedback.
Finally, during the first two months of 2023, the th
ird Sustainability Report (2022) 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, 2022
24
Graphics
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 12/31/2022, 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 t
he research of new variants in terms of the flavour
Valsoia S.p.A./Annual Financial Report at December 31, 2022
25
Graphics
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.
Information on energy savings
In 2022, Valsoia renewed its certification from the certification entity KiwaCermet pursuant to UNI ISO
50001 (Energy Management).
In 2022, approximately 2.2% (96,700 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 2022, 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 2022:
Personnel
12/31/202
1
Resignations/
Terminations
Hires
Internal
movements
12/31/202
1
Chang
e
Executives
10
1
11
1
Tax /Managerial
staff
94 -7 11 -1 97 3
Factory workers
25
-
2
23
-
2
Co.co.co(*)
1
1
Total
130
-
9
11
132
2
(*) Coordinated and on-going cooperation (BoD members excluded)
In addition to the fixed personnel in the establishment included in the data above, in 2022 29,637 hours
of seasonal work were used for the production of ice cream (30,473 in 2021).
As shown by the results above, in 2022 the Company increased its workforce by 2 units.
The ratio between hires and terminations shows a higher turnover of staff in the clerical area.
Total annual sick leave days were approximately 545 (averaging nearly 4 days per person, in line with
2021, due also to increases in COVID 19 infections).
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
26
Graphics
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
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
12/31/2021
%
Share Cap.
Number
of
shares
purchas
ed in
the
Period
Number of
shares sold in
the Period
Number of
shares as at
12/31/2022
%
Share Cap.
Lorenzo Sassoli de Bianchi
A
6,533,526
61.013
-
6,533,526
60.664
Marco Montefameglio (a)
E
774,778
7.235
-
-
774,778
7.194
Cesare
Doria de Zuliani (b)
D
251,853
2.352
-
251,853
2.3338
Furio Burnelli (c)
B
958,357
8.950
-
-
958,357
8.898
Gregorio Sassoli de
Bianchi
E 2,000 0.018 -
-
2,000 0.018
Susanna Zucchelli
E
-
-
-
-
-
Francesca Postacchini
E
-
-
-
-
-
Gianfranco Tomassoli
F
-
-
-
-
-
Massimo Mezzogori
G
-
-
-
-
Claudia Spisni
G
-
-
-
-
Andrea Panzani
C, H
44,202
0.413
22,000
-1,389
64,813
0.602
Camilla Chiusoli
E
-
-
-
-
-
Patrizia Fogacci
E
7,637
0.071
6,697
-2,646
11,688
0.109
A Chairman of the Board of Directors
Valsoia S.p.A./Annual Financial Report at December 31, 2022
27
Graphics
B Deputy Chairman of the Board of Directors
C CEO
D Honorary Chairman
E Director
F Chairman of the Board of Statutory Auditors
G Statutory Auditor
H General Manager
(a) shares held through the company GALVANI FIDUCIAR
IA (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 May 13, 2020.
(b) Mr. Cesare Doria de Zuliani passed away on 14 October 2021.
(b) includes the shares held by spouse Angela Bergamini
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 2022 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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
28
Graphics
ALLOCATION OF PROFIT FOR THE PERIOD
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,975,652.84
We propose to allocate:
- to the extraordinary reserve: EUR 3,883,052.08
- 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 10, 2023, with record date May 9, 2023 and ex-
dividend date of May 8, 2023.
/
B
ologna, 13 March 2023
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
Valsoia S.p.A./Annual Financial Report at December 31, 2022
29
Graphics
Annual Financial Report at December 31, 2022
Annual Financial
Statements
3 /
Graphics
ACCOUNTING STATEMENTS
FIGURES IN EUROS
STATEMENT OF FINANCIAL POSITION Notes December 31, 2022 December 31, 2021
CURRENT ASSETS
Cash and cash equivalents (1) 19,706,887 41,245,097
Trade receivables (2) 13,128,169 8,318,104
Inventories (3) 12,175,539 9,079,435
Other current assets (4) 2,363,503 1,043,390
Total current assets 47,374,097 59,686,026
NON-CURRENT ASSETS
Goodwill (5) 17,453,307 17,453,307
Intangible assets (6) 26,185,754 26,558,687
Property, plant and equipment (7) 10,710,986 9,929,428
Right-of-Use assets (8) 2,372,408 2,354,971
Financial assets (9) 420,000 389,722
Other non-current financial assets (10) 19,470,865 0
Other non-current assets (11) 56,478 80,378
Total non-current assets 76,669,798 56,766,493
TOTAL ASSETS 124,043,895 116,452,519
Valsoia S.p.A./Annual Financial Report at December 31, 2022
31

Graphics
STATEMENT OF FINANCIAL POSITION Notes December 31, 2022 December 31, 2021
CURRENT LIABILITIES
Current financial liabilities (12) 2,310,444 3,832,643
Other current financial liabilities (13) 667,955 639,027
Trade payables (14) 23,065,173 16,063,366
Current tax liabilities (15) 823,725 966,369
Provision (16) 156,936 301,227
Other current liabilities (17) 3,322,736 2,989,681
Total current liabilities 30,346,969 24,792,313
NON-CURRENT LIABILITIES
Non -current financial liabilities (18) 7,408,762 9,718,921
Other non-current financial liabilities (19) 1,701,819 1,711,398
Other non-current liabilities (20) 0 405,214
Deffered tax liabilites (21) 2,368,594 808,824
Employee benefits (22) 284,213 380,048
Total non-current liabilities 11,763,387 13,024,405
SHAREHOLDERS’ EQUITY (23)
Share Capital 3,554,101 3,533,773
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 41,527,999 38,861,732
Profit/(loss) for the period 7,975,653 7,364,511
Total Shareholders' equity 81,933,538 78,635,801
TOTAL 124,043,895 116,452,519
Valsoia S.p.A./Annual Financial Report at December 31, 2022
32

Graphics
ACCOUNTING STATEMENTS
FIGURES IN EUROS
INCOME STATEMENT Notes December 31, 2022 December 31, 2021
REVENUE AND INCOME (24)
Revenue 101,320,427 90,953,246
Other income 2,341,431 1,857,243
Revenue and income 103,661,858 92,810,489
OPERATING COSTS (25)
Purchases (60,350,434) (49,392,954)
Services (21,422,215) (18,637,688)
Personnel costs (11,378,987) (10,853,751)
Changes in inventories 3,096,103 551,000
Other operating costs and expenses (1,157,886) (1,262,655)
Total operating costs (91,213,419) (79,596,048)
GROSS OPERATING RESULT 12,448,439 13,214,441
Amortisation, depreciation and write-downs (26) (2,693,153) (2,477,767)
NET OPERATING RESULT 9,755,286 10,736,674
Financial Income/(Expenses) (27) 1,302,765 (69,085)
PROFIT BEFORE TAX 11,058,051 10,667,589
TAXES (28)
Income taxes (1,522,628) (1,532,459)
Deferred tax assets/liabilities (1,559,770) (1,100,256)
Non-recurrent tax effects 0 (670,363)
Total taxes (3,082,398) (3,303,078)
PROFIT/(LOSS) FOR THE YEAR 7,975,653 7,364,511
Basic EPS (29) 0.741 0.688
Diluted EPS 0.727 0.683
Valsoia S.p.A./Annual Financial Report at December 31, 2022
33

Graphics
FIGURES IN EUROS
STATEMENT OF COMPREHENSIVE INCOME Notes December 31, 2022 December 31, 2021
PROFIT (LOSS) FOR THE PERIOD 7,975,653 7,364,511
OTHER COMPREHENSIVE INCOME/(EXPENSE) WHICH
WILL NOT BE SUBSEQUENTLY
RECLASSIFIED TO PROFIT/(LOSS) FOR THE PERIOD
Ac
tuarial gains/(losses) on defined benefit plans 22,005 (1,424)
Equity securities valued at FVOCI (725,807)
Total (703,802) (1,424)
TOTAL COMPREHENSIVE INCOME FOR YEAR (LOSS) 7,271,851 7,363,087
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2022
34

Graphics
FIGURES IN EUROS
STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED AT December 31, 2022 December 31, 2021
A Cash flows from operating activities
Profit for the year 7,975,653 7,364,511
Adjustments for:
. Amortisation, depreciation and write-down of tangible fixed assets 701,843 684,162
. Amortisation, depreciation and write-down of intangible fixed assets 1,319,385 1,232,311
.
Amortisation, depreciation and write-down of fixed assets for rights of
use
671,924 561,294
. Net financial charges/(income) (1,302,764) 69,085
.
Net change in other provisions
(93,910)
496,517
. Capital (gains) - Losses from asset disposal (5,378) (211,277)
.
Share-based payment transactions settled with equity instruments
74,752
310,383
. Income taxes 3,082,398 3,303,078
12,423,903
13,810,064
Changes in:
(Increase)/Decrease in trade receivables (4,920,300) (1,429,220)
(Increase)/Decrease in Inventories (3,036,249) (808,606)
Increase/(Decrease) in trade payables 7,001,807 785,802
(Increase)/Decrease in other receivables (765,663) 161,536
Increase/(Decrease) in other payables (741,764) (72,834)
Increase/(Decrease) in provisions and employee benefits (73,830) 0
- Changes in Working Capital (2,535,999) (1,363,322)
Cash and cash equivalents generated by operating activities 9,887,904 12,446,742
B Interest paid (97,926) (69,085)
C Income tax paid (1,569,064) (1,456,855)
Net cash and cash equivalents generated by operating activities 8,220,914 10,920,802
D Cash flows from investing activities
-
Ne
t increases in property, plant and equipment (2,095,566) (1,613,845)
-
Net increases in intangible assets (328,910) (114,800)
-
Net investments in financial assets (20,203,051) (279,722)
-
Interest collected 1,440,897 0
Net cash and cash equivalents absorbed / generated by investment activities
(21,186,630) (2,008,367)
E Cash flows from financing activities
Proceeds from the issue of shares 20,328 9,240
Increase/(decrease) in financial liabilities (3,832,358) 6,167,698
Payment of lease liabilities (691,273) (561,294)
Dividends paid (4,069,193) (4,058,553)
Net cash generated from financing activities (8,572,496) 1,557,091
F Net increase/decrease in cash and cash equivalents (21,538,211) 10,469,526
Cash and cash equivalents as at January 1 41
,245,098 30,775,572
G Cash and cash equivalents as at December 31 19,706,886 41,245,098
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2022
35

Graphics
FIGURES IN EUROS
STATEMENT OF CHANGES IN EQUITY
SHARE
CAPITAL
LEGAL
RESERVE
REALIGNME
NT
RESERVES
ADJUST.
RESERVE
IAS/IFRS
OTHER
RESERVES
PROFIT/
(LOSS)
FOR THE
PERIOD
TOTAL
SHAREHOLD
ERS'
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
0
CS increase for 2019-2022 SOP 20,328 20,328
Reclassification of reserves 0
SOP charges 74,752 74,752
Comprehensive income/(loss) 0
- 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
ACCOUNTING STATEMENTS
Valsoia S.p.A./Annual Financial Report at December 31, 2022
36

Graphics
NOTES TO THE FINANCIAL STATEMENTS
Introduction
V
alsoia 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 December 31, 2022 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.
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 the financial position at December 31, 2022, compared with the results of December 31,
2021. 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, sold 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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
37

Graphics
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.
• The income statement for FY 2022, 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 cash flows for FY 2022, 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 2022 and 2021.
• These Notes to the Financial Statements. 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 December
31, 2022 and data as at December 31, 2021.
The Financial Statements related to the period ended at December 31, 2022, 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
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
38

Graphics
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 March 13, 2023. The Shareholders' Meeting
called to approve the Financial Statements has the right to request amendments to the financial statements.
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, 2022
The following documents published by the IASB Board on May 14, 2020 were adopted by effect of Regulation
(EU) No. 2021/1080 of June 28, 2021, published in the Official Journal of the European Union on July 2, 2021:
- Property, plant and equipment - Income before use (Amendments to IAS 16)
- Onerous contracts - Costs necessary to fulfill a contract (Amendments to IAS 37)
- Reference to the Conceptual Framework (Amendments to IFRS 3)
- Improvements to IFRS – cycle 2018-2020 (Amendments to IFRS 1, IFRS 9 and IAS 41).
Amendments to IAS 16 - Property, plant and equipment - Proceeds before intended use
The objective was to outline the accounting treatment of income from the sale of goods produced with the use
of an asset before it is in the place and condition necessary for it to function in the manner intended by
management (so-called testing phase).
The IASB Board has clarified that the proceeds from the sale of goods produced by an asset during the period
prior to the date on which the asset is in the location and condition necessary for its operation in the manner
intended by management must be recognised in profit/(loss) for the period. As a result of the above amendment,
it will no longer be permitted to recognise as a direct reduction of the cost of the asset income from the sale of
goods produced before the asset is available for use, for example, from the sale of samples produced during the
testing phase of the proper functioning of the asset.
Goods produced pending sale are recognised as inventories in accordance with IAS 2 Inventories; the cost of
production does not include the depreciation of the asset from which they were produced, as the latter is not yet
subject to depreciation.
The notes must disclose the amount of income and expenses relating to goods produced, which are not outputs
of ordinary activities, and the line items in which such income and expenses are included (if they are not presented
separately in the financial statements).
Retrospective application is permitted only for assets that have been in operation, as intended by management,
since the first comparative year presented. The effect of first-time application is recognised in the opening
shareholders' equity of the first comparative year presented. The introduction of the above-mentioned
amendment has no impact on the company's financial statements.
Amendments to IAS 37 - Onerous contracts - Cost of fulfilling a contract The IASB Board clarified that the costs
necessary for fulfilling a contract include all costs directly related to the contract and, therefore, include:
• incremental costs, i.e., costs that would not have been incurred in the absence of the contract (e.g., raw
Valsoia S.p.A./Annual Financial Report at December 31, 2022
39

Graphics
materials, direct labour costs, etc.)
• a portion of other costs that, although not incremental, are directly related to the contract (e.g., portion
of depreciation of assets used to perform the contract).
The IASB Board, moreover, confirmed that, before recognising a provision for an onerous contract, the entity must
recognise any impairment losses on non-current assets, and clarified that impairment losses must be determined
with reference not only to assets fully dedicated to the contract, but also to other assets that are partially used to
fulfill the contract.
Retrospective application is permitted for contracts for which compliance has not yet been completed at the
beginning of the financial year in which the amendments to IAS 37 are applied. The effect of first-time application
is recognised in opening shareholders' equity without restatement of comparative figures. The introduction of the
above-mentioned amendment has no impact on the company's financial statements.
Amendments to IFRS 3 - Reference to the Conceptual Framework
In March 2018, the IASB Board published the new “Conceptual Framework for Financial Reporting” (“Conceptual
Framework”), which replaced the previous document “Systematic Framework for the preparation and presentation
of financial statements”, published in 2001 and partially revised in 2010. Not being an accounting standard, the
Conceptual Framework is not subject to endorsement by the European Union.
Following the publication of the new Conceptual Framework, the IASB Board initiated a two-phase project to
update references to the new Conceptual Framework in the various international accounting standards and
interpretations. The amendments update the reference in IFRS 3 to the Conceptual Framework in the revised
version, without this involving any changes to the standard;
IFRS 3 requires compliance with the definitions included in the Conceptual Framework as a general condition for
recognising the assets and liabilities of the acquiree.
With the amendment to IFRS 3, the new definitions of assets and liabilities in the new Conceptual Framework
published in March 2018 will have to be used to identify the assets and liabilities of the acquiree, with the
exception of liabilities assumed in the acquiree, which after the acquisition date are accounted for in accordance
with IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Taxes; The purpose of this
exception is to prevent an acquirer from recognising a liability or contingent liability based on the new Conceptual
Framework definition and then derecognising it by applying the recognition criteria of IAS 37 and IFRIC 21.
Applying the new Conceptual Framework's definition of a liability, an acquiring entity would, for example, have
had to recognise a liability at the date of acquisition of the business with respect to the acquiree's obligation to
pay a tax other than income tax, as it represents a “present obligation to transfer economic resources as a result
of past events and which the entity does not have the ability to avoid”; if the obligating event giving rise to the
liability has not yet occurred, the liability should be derecognised after the business combination in accordance
with IFRIC 21.
Early application is permitted if all other changes to the references to the new Conceptual Framework published
in March 2018 are applied. The introduction of the above-mentioned amendment has no impact on the company's
financial statements.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
40

Graphics
Improvements to IFRS – cycle 2018-2020 (Amendments to IFRS 1, IFRS 9 and IAS 41)
The Improvements to IFRS Standards are the result of the annual improvement process aimed at resolving non-
urgent issues related to inconsistencies or unclear terminology identified in the International Financial Reporting
Standards.
IFRS 1 First-time adoption of IFRS Accounting Standards - Controlled entities as first-time adopters
Subsidiaries, associates or joint ventures that apply IFRS Accounting Standards for the first time after their
parent/investor have the option, at the date of transition, to measure their assets and liabilities at the same
carrying amounts in the consolidated financial statements of the parent/investor, net of any effects arising
from consolidation procedures or equity method valuation. If the exemption described above is applied, the
entity has the option, at the date of transition, to recognise the translation reserve at the same value as in the
consolidated financial statements of the parent/investor.
IFRS 9 Financial Instruments - Fees included in the “10% test” for derecognition of financial liabilities
A modification of the contractual terms of a financial liability is material if the modified cash flows, including
any fees paid net of any fees received, discounted using the original effective interest rate, differ by at least
10% from the present value of the cash flows before the modification. Only fees paid or received between
the financed entity and the lender and fees paid or received by the financed entity or by the lender on behalf
of the other party are to be included in the 10% test.
Illustrative examples of IFRS 16 Leases - Lease Incentives
The amendment removed from illustrative example 13 of IFRS 16 the accounting treatment in the lessee's
financial statements of a reimbursement received from the lessor for leasehold improvements, as the
conclusion of the example was not supported by an adequate explanation.
In the illustrative example, the reimbursement was not considered a lease incentive but had to be accounted
for in accordance with other Standards, although IFRS 16 defines “lease incentives” as “payments made by
the lessor to the lessee associated with the lease, or the reimbursement or assumption by the lessor of the
lessee's costs”.
The amendment has not been endorsed by the EU because the illustrative examples are not an integral part
of IFRS 16.
IAS 41 Agriculture - Taxes in fair value measurement
It has been clarified that tax-related cash flows need not be excluded when measuring the fair value of
biological assets. This change stems from the fact that in practice, the discount rate used by market
participants is usually a post-tax rate, and consequently the discounted cash flows must also be post-tax.
The following is a list of documents applicable beginning with the Financial Statements for fiscal years beginning on
January 1, 2022 described above:
Document Title Issue date Effective date
EU endorsement
regulation date
(OJEU publication
date)
Reference to the
Conceptual Framework
(Amendments to IFRS 3)
May 14, 2020
January 1,
2022
(EU) 2021/1080 of
June 28, 2021
(July 2,
2021)
Valsoia S.p.A./Annual Financial Report at December 31, 2022
41
Graphics
Onerous contracts
-
Costs
of fulfilling a contract
(Amendments to IAS 37)
May 14, 2020
January 1,
2022
(EU) 2021/1080 of
June 28, 2021
(July 2, 2021)
Property, plant and
equipment - Income before
use (Amendments to IAS
16)
May 14, 2020
January 1,
2022
(EU) 2021/1080 of
June 28, 2021
(July 2, 2021)
Annual improvements to
IFRS Accounting Standards
(2018-2020 cycle)
(Amendments to IFRS 1,
IFRS 9, IFRS 16 (*) and IAS
41)
May 14, 2020
January 1,
2022
(EU) 2021/1080 of
June 28, 2021
(July 2, 2021)
(*) The amendment to IFRS 16 has not been endorsed by the European Union as the amendment refers to an illustrative example that is
not an integral part of the Standard.
It should be noted that the new accounting standards and/or the updating of existing standards have no impact on
the Company
Accounting Standards, Amendments and Interpretations endorsed by the EU and
effective from January 1, 2023
The following documents published by the IASB Board on March 2, 2022 were adopted by effect of Regulation
(EU) No. 2022/357 of March 3, 2022, published in the Official Journal of the European Union on February 12,
2021:
- 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)
- Disclosure of accounting standards (Amendments to IAS 1 Presentation of financial statements)
With the Amendments to IAS 1, the IASB Board set out some guidelines for selecting accounting standards to be
described in the notes to the financial statements.
IAS 1, prior to the amendments, required entities to disclose information on adopted accounting standards that
were significant, leading to difficulties and confusion among drafters and primary users of financial statements as
IFRS Standards lacked a definition of “significant”.
However, IAS 1 provides the definition of relevant (“material”) and, therefore, the IASB amended IAS 1 to clarify
that an entity must disclose in the notes to the financial statements the relevant information on the accounting
standards adopted and not describe all significant accounting standards. The Amendments to IAS 1 describe
certain circumstances in which an entity might normally conclude that information about an accounting policy is
relevant to its financial statements.
The “specific” obligation to describe the valuation criteria (“measurement basis”) adopted for the preparation of
the financial statements has been eliminated, as this information requirement is already included in the “general”
Valsoia S.p.A./Annual Financial Report at December 31, 2022
42
Graphics
obligation to provide relevant information on accounting standards.
As a result of the Amendments to IAS 1, the following accounting standards were also adjusted to align the
disclosure requirements on accounting standards with the provisions of IAS 1 described above:
- IFRS 7 Financial Instruments: Disclosures
- IAS 26 Pension fund recognition and presentation
- IAS 34 Interim Financial Reporting.
The Amendments to IAS 1 will become effective for financial statements of financial years beginning on or after
January 1, 2023 and early application is permitted.
- Definition of accounting estimates (Amendments to IAS 8 Accounting standards, changes in accounting estimates
and errors)
The purpose of the Amendments to IAS 8 is to resolve the interpretative difficulties, encountered in practice, in
distinguishing a change in accounting estimates (“changes in accounting estimates”) from a change in accounting
standards (“changes in accounting policy”), for which different accounting treatments are provided:
• the effects of a change in accounting estimates are generally recognised prospectively in the financial
statements
• the effects of a change in accounting standards are generally recognised retrospectively.
The current IAS 8 provides an insufficiently clear definition of “change in accounting estimates”, as it lacks a specific
definition of “accounting estimates”. For this reason, the Amendments to IAS 8 focused, on the one hand, on
developing a new definition of “accounting estimates” and, on the other hand, on clarifying the relationship
between “accounting estimates” and “accounting standards”.
The Amendments to IAS 8 will become effective for financial statements for financial years beginning on or after
January 1, 2023 and must be applied prospectively. Early application is permitted.
- 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)”, published by the IASB Board on May 7,
2021.
The Amendments to IAS 12 clarify the accounting treatment of deferred taxes (“DTA/DTL”) relating to assets and
liabilities recognised in the financial statements as a result of an individual transaction, the carrying amounts of
which differ from the tax bases.
The IASB Board has clarified the following:
• the exceptions to the initial recognition of deferred tax assets and liabilities do not apply if a single
transaction results in a taxable and deductible temporary difference of equal value in the financial
statements
• deductible and taxable temporary differences must be calculated by considering separately the asset and
liability recognised in the financial statements as a result of a single transaction and not on their net value.
Deferred tax assets related to deductible temporary differences, determined as indicated above, are
recognised in the financial statements only if deemed recoverable.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
43
Graphics
Finally, the IASB Board has clarified that if taxable and deductible temporary differences relating to the initial
recognition of an asset and a liability in the financial statements as a result of a single transaction have a different
value, the entity should not recognise the assets and liabilities for deferred taxes, as their initial recognition would
result in an initial adjustment to the carrying amount of the asset or liability to which they relate, making the
financial statements less transparent.
The Amendments to IAS 12 are effective for financial statements for financial years beginning on or after January
1, 2023. Early application is permitted by providing adequate disclosure in the notes to the financial statements.
The transitional provisions for first-time application of the Amendments to IAS 12 provide as follows:
• the Amendments to IAS 12 are to be applied to all transactions entered into since the opening date of
the first comparative period presented
• at the opening date of the earliest comparative period presented, the entity shall recognise as an
adjustment to the opening balance of retained earnings (or, based on the specific circumstances, other
component of equity) deferred tax assets, if deemed recoverable, and deferred tax liabilities with respect
to all deductible and taxable temporary differences regarding:
- right-of-use assets and lease liabilities; and
- provisions for decommissioning, restoration and similar liabilities and the corresponding amounts
recognised as part of the cost of the relevant asset.
The above transitional provisions are also applicable by entities that prepare their financial statements in
accordance with IFRS Standards for the first time (“first-time adopters”). In this case, the opening date of the first
comparative period presented coincides with the date of transition to IFRS (“transition date”).
- First-time application of IFRS 17 and IFRS 9 - Comparative information (Amendments to IFRS 17 Insurance
contracts)
Effective for financial statements for annual periods beginning on or after January 1, 2023, will be IFRS 17
Insurance contracts, which is the new accounting standard, replacing IFRS 4, applicable to the recognition,
measurement, presentation and disclosure of insurance contracts issued by an entity and/or reinsurance contracts
held by an entity.
Entities primarily engaged in the business of insurance and which, as of January 1, 2018, had exercised
the option to postpone the application of IFRS 9 Financial Instruments, while continuing to apply the provisions
of IAS 39 Financial Instruments: Recognition and measurement for the recognition, measurement and presentation
of financial instruments, both IFRS 17 and IFRS 9 will have to be applied for the first time from January 1, 2023.
The Amendments to IFRS 17 are intended to eliminate accounting mismatches that may arise in comparative
financial statement data as a result of the first-time application of IFRS 17 and IFRS 9.
The transitional provisions of IFRS 17, in fact, stipulate that the new standard must be applied retrospectively for
the first time with restatement of comparative data, unlike the transitional provisions of IFRS 9, which do not
require the restatement of comparative data and, in particular, do not require the application of the new provisions
of IFRS 9 with regard to the classification and measurement of financial assets, if such financial assets have been
derecognised under IAS 39 during the comparative period.
In particular, with the Amendments to IFRS 17, the IASB Board included among the transitional provisions
Valsoia S.p.A./Annual Financial Report at December 31, 2022
44
Graphics
of IFRS 17 a new option, called “classification overlay”, which allows insurance entities applying IFRS 17 and IFRS
9 at the same time to classify and measure insurance-related financial assets in the comparative financial
statements according to the requirements of IFRS 9.
- By Regulation (EU) no. 2021/2036 of November 19, 2021, the European Commission endorsed IFRS 17
Insurance Contracts, in the version published by the International Accounting Standards Board on May 18, 2017
and subsequently amended on June 25, 2020.
IFRS 17, which replaces IFRS 4 Insurance contracts, is effective for annual periods beginning on or after January
1, 2023. Early application is permitted for entities that already apply IFRS 9 Financial Instruments or that begin to
apply this standard from the date of first-time application of IFRS 17.
The main amendments introduced by the new standard include, in particular:
• valuation of technical provisions at, essentially, current values
• transformation of the estimate of the expected profit of insurance contracts into an accounting measure;
IFRS 17 introduces the concept of the expected profit of insurance contracts to be recognised in the
profit/(loss) for the year over the life of the contract
• introduction of the concept of a “portfolio of insurance contracts”, which in turn is subdivided into “groups
of insurance contracts”
• new presentation in the statement of profit/(loss) for the year significantly different from the past and
more aligned to a “by margin” logic.
The following is a list of documents applicable beginning with the Financial Statements for fiscal years beginning
on January 1, 2023 described above:
Document Title Issue date Effective date
EU endorsement
regulation date
(OJEU publication
date)
Disclosure of
accounting standards
(Amendments to IAS 1)
(*)
February
12, 2021
January 1,
2023
(EU) 2022/357 of
March 2, 2022
(March 3, 2022)
Definition of
accounting estimates
(Amendments to IAS 8)
February
12, 2021
January 1,
2023
(EU) 2022/357 of
March 2, 2022
(March 3, 2022)
Deferred taxes related
to assets and liabilities
arising from a single
transaction
(Amendments to IAS
12)
May 7,
2021
January 1,
2023
(EU) 2022/1392 of
August 11, 2022
August 12, 2022
IFRS 17 Insurance
Contracts (**) (including
amendments of June
25, 2020)
May 18,
2017
June 25,
2020
January 1,
2023
(EU) 2021/2036 of
November 19, 2021
(November 23,
2021)
First
-
time application of
December
January 1,
(EU) 2022/1491 of
Valsoia S.p.A./Annual Financial Report at December 31, 2022
45
Graphics
I
FRS 17 and IFRS 9
-
Comparative
information
(Amendments to IFRS
17)
9, 2021
2023
September 8, 2022
(September 9, 2022)
(*) The document published by the IASB Board includes amendments to “IFRS Practice Statements 2 - Making Materiality Judgements”,
which is not subject to EU endorsement as it is not an accounting standard or interpretation.
(**) The EU endorsed IFRS 17 with a change from the version published by the IASB Board. In particular, the EU has provided entities
with an option and not an obligation to group contracts characterised by intergenerational mutualisation and cash flow matching into
annual cohorts.
Accounting standards, amendments and IFRS interpretations not yet approved by the
European Union
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)
September
11, 2014
December
17, 2015
Indefinite (**) Unscheduled
Classification of
Liabilities as Current or
Non-Current
(Amendments to IAS 1)
+ Non-current
Liabilities with
Covenants
(Amendments to IAS 1)
January 23,
2020
July 15,
2020
October 31,
2022
January 1, 2024 TBD
Lease Liability in a Sale
and Leaseback
(Amendments to IFRS
16)
September
22, 2022
January 1, 2024 TBD
(*) 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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
46
Graphics
the preparation of the Financial Statements at December 31, 2021.
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
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
47
Graphics
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 testing”.
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
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,
Valsoia S.p.A./Annual Financial Report at December 31, 2022
48
Graphics
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 Testing”.
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.
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 in 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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
49
Graphics
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%
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
50
Graphics
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.
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
51

Graphics
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 2022 Balance Sheet and financial data are negligible. 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.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
52

Graphics
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 shall be 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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
53

Graphics
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
54

Graphics
The changes in the estimate are reflected in the income statement of the period in which the change took
place.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
55

Graphics
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,
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
56

Graphics
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.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
57

Graphics
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 approximate current value.
The following table provides a breakdown of financial assets and liabilities by category as at December 31,
2022 and December 31, 2021:
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 2,419,980
-
-
2,365,492
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
58

Graphics
Trade payables -
-
23,065,173
23,065,173
Other liabilities -
-
3,322,736
3,347,660
Other financial liabilities
-
2,369,774
2,369,774
Financial liabilities measured at fair
value
Other financial liabilities -
-
-
-
Period ended December 31, 2021
Loans and
receivables
Other
liabilities
Total
Financial assets not measured at fair
value
Cash and cash equivalents 41,245,097
-
41,245,097
Trade receivables 8,318,104
-
8,318,104
Other assets 1,123,768
-
1,123,768
Financial assets measured at fair value
Other assets
-
Financial liabilities not measured at
fair value
Financial liabilities -
13,551,564
13,551,564
Trade payables -
16,063,366
16,063,366
Other liabilities -
2,989,681
2,989,681
Other financial liabilities -
2,350,425
2,350,425
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
59

Graphics
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 13, 2023, 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 2023-2027 (hereinafter the “Plan”) approved by the Directors of the Company on
March 13, 2023, 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.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
60

Graphics
adjustments in the book value of certain non-current assets.
Depreciation
The cost of property, plant and equipment is depreciated 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 financial 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 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. With reference to Objective 1, the rights
accrued may be exercised annually, starting from the date of approval of the Financial Statements closed on
December 31 of each year included in the Plan, exclusively by the beneficiaries who have been continuously
employed by the Company up to that moment. With reference to Objective 2, the rights accrued can only be
exercised at the end of the three-year period to which the Plan refers and only from the date of approval of
the Financial Statements closed at December 31, 2022 exclusively by beneficiaries who have been
continuously employed by the Company until on the aforementioned date.
For the first Objective, the deadline for exercising the option rights accrued is December 31, 2025, while for
Valsoia S.p.A./Annual Financial Report at December 31, 2022
61
Graphics
the second Objective, the deadline for exercising the option rights is set for December 31, 2026 (for further
details please refer to the Information Document of the 2022-2025 Stock-Option Plan published on the
website www.valsoiaspa.com in the Investor Relations section).
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.
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.
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
62
Graphics
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 12/31/2022 12/31/2021
Cash
4
3
Current accounts and bank deposits
19,703
41,242
Total Cash and cash equivalents
19,707
41,245
The decrease in cash on bank accounts is attributable to the investment of cash in order to defend its nominal
value against inflation. See Note 10) Non-current financial assets below for more details. At December 31,
2022, on the residual liquidity in the bank current accounts, the Company uses variable interest income rates
between 0.1% and 0.2%, substantially in line with the previous period. 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 December 31, 2022 and December 31, 2021 are shown below.
For comments on the changes in the 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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
63
Graphics
Description
(EUR 000)
12/31/2022
of which:
related
parties
12/31/2021
of which:
related
parties
(a) Cash and cash equivalents
4
3
(b) Cash equivalents
19,703
41,242
(c) Current financial assets
0
0
(d) Total liquidity (a+b+c)
19,707
41,245
(e) Current financial payables (excluding
current portion of non-current financial
payables)
(668)
(639)
(f) Current portion of non-current
financial payables
(2,310)
(3,833)
(g) Current financial payables (e+f)
(2,978)
(4,472)
(h) NET CURRENT FINANCIAL
PAYABLES (g
-
d)
16,729
36,773
(i) Non
-
current financial payables
(9,111)
(11,430)
(j) Other non
-
current payables
(0)
(0)
(k) Non
-
current financial payables (i+j)
(9,111)
(11,430)
(l) TOTAL FINANCIAL PAYABLES (h+k)
7,618
25,343
As an additional element of information, it should be noted that a significant portion of the cash and cash
equivalents present at the beginning of the year (totalling EUR 20,197 million) was used for an investment in
non-current credit financial instruments measured at fair value in this report in the amount of EUR 19,471
million (see note 10).
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 12/31/2022 12/31/2021
Trade receivables (nominal value)
14,307
9,387
Allowance for doubtful accounts
(1,179)
(1,069)
Total trade receivables
13,128
8,318
Valsoia S.p.A./Annual Financial Report at December 31, 2022
64
Graphics
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.
The increase in the value of the total trade receivable balance at the end of the year is physiological. Part of
this is the result of the increase in turnover in the current financial year and part is due to the increase in trade
receivables arising from the distribution of the Vallè brand started on January 1, 2022: indeed, this relationship
takes the form of a “sales commission” relationship, whereby, while only sales commissions pass through the
Income Statement of the Contractor (Valsoia SpA), the financial and asset relationships (trade receivables from
customers, trade payables to customers and related receipts/payments) are represented in the Balance Sheet
of the Contractor.
The following table shows a summary of the aforementioned trade receivables, broken down by ageing, which
shows a decrease in past due receivables.
Description 12/31/2022 12/31/2021
Trade receivables (nominal value)
-
past due by over 12
months
551
186
-
past due by over 30 days
1,141
0
-
expired at the date
2,697
2,798
-
with subsequent expiry
9,918
6,403
Total trade receivables, gross
14,307
9,387
The receivables that are past due by over 12 months are represented primarily by receivables pending legal
resolution.
The changes in the bad debt provision are shown below:
Description 12/31/2022 12/31/2021
Opening balance
1,069
1,014
- (usage)
-
allocations
(31)
141
(45)
100
Total allowance for doubtful
accounts
1,179
1,069
The allowances made for doubtful accounts are recognised under the item “Other overheads” in the income
statement.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
65
Graphics
As at December 31, 2022, the Company had outstanding foreign currency receivables for a total value of
approximately EUR 105.5 thousand, consisting mainly of British Pounds (GBP) and US Dollars (USD).
Note (3) - Inventories
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Raw materials, ancillary and consumable materials
2,620
1,672
Work in process
695
313
Finished goods
8,861
7,094
Total inventories
12,176
9,079
The value of raw and ancillary materials increased compared to December 31 due to the general decrease in
procurement costs for raw materials and packaging.
In general, the level of stocks over the last 12 to 24 months also takes into account an increase in the minimum
levels to cope with the possible supply problems recorded, firstly, for the effects of the exit from the lockdown
phase during the Covid19 pandemic and, secondly, to cope with the difficulties in the availability of certain raw
materials (vegetable oils for the food industry, first and foremost) due to the economic consequences created
by the Russian-Ukrainian conflict.
The valuation of the closing inventories is carried out net of the inventory obsolescence provision for a total of
EUR 712 thousand (EUR 772 thousand at December 31, 2021), 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 12/31/2022 12/31/2021
Provision for inventory obsolescence of raw and ancillary
materials
Opening balance
- provisions made / (uses)
Balance at December 31
236
(131)
105
364
(128)
236
Valsoia S.p.A./Annual Financial Report at December 31, 2022
66
Graphics
Provision for inventory obsolescence of finished products and
goods
Opening balance
- provisions made / (uses)
Balance at December 31
536
71
607
150
386
536
Total Provision for inventory obsolescence
712
772
Note (4) - Other current assets
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Tax receivables
1,219
645
Other current receivables
1,145
398
Total other current assets
2,364
1,043
“Tax receivables” refer to the VAT credit position at year-end, to advance payments made during 2022 for
current taxes (IRES and IRAP), and to gas and energy tax credits allocated by virtue of the various legislative
measures that followed in the second half of 2022 to combat the sudden increase in energy costs.
The item “Other short-term receivables” 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.
Non-current assets
Note (5) – Goodwill
The item Goodwill shows the following changes for the period:
Description
12/31/2021
Changes for the period
12/31/2022
Net value
Increases
Other
increases/
(decreases)
Net
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
67
Graphics
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 the “Loriana” Piadina 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:
Description
12/31/2020
Changes for the period
12/31/2021
Net value
Increases
Other
increases/
(decreases)
Net
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
12/31/2021
Changes for the period
12/31/2022
Net value
Net
Increases/(decreases)
Amortisation/depreciation
/ impairment
Net
value
Trademarks
24,488
-
(334)
24,155
Industrial patents and
intellectual property
rights
2,045
105
(296)
1,854
Other
25
225
(72)
178
Valsoia S.p.A./Annual Financial Report at December 31, 2022
68
Graphics
Description
12/31/2021
Changes for the period
12/31/2022
Net value
Net
Increases/(decreases)
Amortisation/depreciation
/ impairment
Net
value
Total intangible assets
26,558
330
(702)
26,186
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
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 831 thousand and the patents were EUR
1,547 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,
Valsoia S.p.A./Annual Financial Report at December 31, 2022
69
Graphics
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 3,228 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
12/31/2020
Changes for the period
12/31/2021
Net value
Net
Increases/(decreases)
Amortisation/depreciation
/ impairment
Net
value
Trademarks
24,822
-
(334)
24,488
Industrial patents and
intellectual property
rights
2,221
106
(282)
2,045
Other
85
9
(69)
25
Total intangible assets
27,128
115
(685)
26,558
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 2022, 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
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
Valsoia S.p.A./Annual Financial Report at December 31, 2022
70
Graphics
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 2023 - 2027 multi-year plans approved by the Company’s Board of
Directors on March 13, 2023 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) = 7.27% (5.92% at 12/31/2021)
• Growth rate of the terminal value (g rate) = 1.70% (1.50% at 12/31/2021)
• Enterprise Value = EUR 41.8 million (EUR 51.9 million at 12/31/2021)
• Book value of CGU net assets (*) = EUR 25.2 million (EUR 24.6 million at 12/31/2021)
• Cover: EUR 16.7 million (EUR 27.2 million at 12/31/2021).
(*) 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
17.467
6,77% 7,27% 7,77%
1,20%
17.315 14.098 11.371
g rate 1,70%
20.432
16.654
13.499
2,20%
2
4.230 19.713 16.008
Valsoia S.p.A./Annual Financial Report at December 31, 2022
71
Graphics
Impairment Test of DIETE.TIC CGU
• Discount rate (WACC) = 6.93% (5.95% at 12/31/2021)
• Growth rate of the terminal value (g rate) = 1.7% (1.5% at 12/31/2021)
• Enterprise Value = EUR 29.7 million (EUR 34.3 million at 12/31/2021)
• Book value of net CGU assets (*) = EUR 7.7 million (EUR 7.9 million at 12/31/2021)
• Cover: EUR 22.1 million (EUR 26.4 million at 12/31/2021).
(*) 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) = 7.61% (6.37% at 12/31/2021)
• Growth rate of the terminal value (g rate) = 1.70% (1.50% at 12/31/2021)
• Enterprise Value = EUR 18.9 million (EUR 23.8 million at 12/31/2021)
• Book value of CGU net assets (*) = EUR 13.0 million (EUR 12.9 million at 12/31/2021)
• Cover: EUR 5.9 million (EUR 10.9 million at 12/31/2021).
(*) 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
Wacc
17.467
6,43% 6,93% 7,43%
1,20%
22.581 19.979 17.794
g rate 1,70%
25.162
22.069
19.517
2,20%
28.353 24.602 21.569
Valsoia S.p.A./Annual Financial Report at December 31, 2022
72
Graphics
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.
Note (7) - Property, plant and equipment
The breakdown of Property, plant and equipment at December 31, 2022 is summarised below:
Description
Historical cost
Depreciation
Amortisation/De
preciation/Impair
ment
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
6,277
35
0
0
(18)
(3,210)
(6)
908
1,543
116
3,067
29
Total land and buildings
8,897
(3,235)
5,662
Plant and equipment
- fixed systems for offices
- specific plant and equipment for the
production of plant extracts
160
6,124
12,348
(138)
(5,447)
(10,260)
22
677
2,088
Wacc
17.467
7,11% 7,61% 8,11%
1,20%
6.198 4.752 3.516
g rate 1,70%
7.576
5.893
4.474
2,20%
9.233 7.244 5.594
Valsoia S.p.A./Annual Financial Report at December 31, 2022
73
Graphics
-
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
253
1,604
446
372
3,932
209
144
61
(253)
(1,338)
(438)
(369)
(3,276)
(102)
(88)
(16)
0
266
8
3
656
107
56
45
Total plant and equipment
25,653
(21,726)
3,927
Industrial and commercial equipment
- furniture and equipment for the laboratory
- other small equipment
-
other transportation means
462
224
250
(410)
(205)
(250)
52
19
0
Total equipment Industrial and commercial
equipment
936 (865) 71
Other assets
- electric and electronic machinery
- furniture and equipment for the offices
- cell phones
-
vehicles
776
432
83
322
(560)
(377)
(78)
(237)
216
55
5
85
Total other assets
1,613
(1,252)
361
Fixed assets in progress
690 0 690
Total property, plant and equipment
37,789
(27,078)
10,711
Changes in property, plant and equipment during the period were as follows.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
74
Graphics
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
690
0
0
690
Tot. Historical Cost (A)
35,746
2,101
(58)
0
37,789
Provision / 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
840
(58)
0
10,711
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.
In addition, major work began in 2022 on the refurbishment of the entire plant extracts department, which will
last for the next 12-18 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:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
75
Graphics
Description
12/31/2020
Changes for the period
12/31/2021
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Land and buildings
8,846
241
(139)
(302)
8,646
Plant and equipment
23,550
1,245
(78)
0
24,716
Industrial and commercial
equipment
881
32
(4)
0
909
Other assets
1,400
111
(35)
0
1,476
Fixed assets in progress
0
0
0
0
0
Tot. Historical Cost (A)
34,677
1,628
(257)
(302)
35,746
Provision / Impairment
Land and buildings
3,177
243
(139)
(300)
2,981
Plant and equipment
20,016
852
(66)
0
20,803
Industrial and commercial
equipment
817
27
(4)
0
839
Other assets
1,118
110
(35)
0
1,194
Fixed assets in progress
0
0
0
0
0
Tot. Acc. depreciation (B)
25,129
1,260
(278)
(300)
25,817
Total Property, plant and
equipment (A
-
B)
9,548
368
21
(2)
9,929
Note (8) - Rights of use Assets
Rights of use show the following changes for the period:
Description
12/31/2021
Changes for the period
12/31/2022
Value
Increases
Decreases
Other
changes
Value
Historical Cost
Leased buildings
2,428
14
0
2,442
Valsoia S.p.A./Annual Financial Report at December 31, 2022
76
Graphics
Description
12/31/2021
Changes for the period
12/31/2022
Value
Increases
Decreases
Other
changes
Value
Leased vehicles
1,079
165
(86)
0
1,158
Rented electronic
equipment
386
511
0
0
897
Tot. Historical Cost (A)
3,893
689
(86)
0
4,496
Depreciation
Leased buildings
678
295
0
0
973
Leased
vehicles
573
278
(86)
0
765
Rented electronic
equipment
287
99
0
0
386
Tot. Acc. depreciation (B)
1,538
672
(86)
0
2,124
Total rights of use (A
-
B)
2,355
17
0
0
2,372
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
12/31/202
1
Value
Changes for the period
12/31/202
2
Value
Increases Decreases
Valsoia Pronova d.o.o.
-
Slovenia
100%
110
0
0
110
Swedish Green Food Co.
-
Swe
100%
280
30
0
310
Tot. Financial assets
390
30
0
420
In 2022, the subsidiary Valsoia Pronova d.o.o. recorded sales of approximately EUR 768 thousand with a profit
of EUR 2.3 thousand and Shareholder's Equity of EUR 230 thousand.
In the same year, the subsidiary Swedish Green Food Co. AB achieved a turnover of about EUR 490 thousand
with a negative result of EUR 33 thousand and equity of EUR 3 thousand.
To cover these losses, the shareholder Valsoia SpA at the end 2022 converted the loan paid out during the
year of about EUR 30 thousand into capital. As of December 31, 2022, the Company believes that no
permanent losses in value have occurred.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
77
Graphics
Note (10) - Other non-current financial assetsThis item breaks down as follows:
Description 12/31/2022 12/31/2021
BTP “Italia” June 2030 Eur
19,471
0
Total
Other non
-
current financial
assets
19,471
0
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
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:
1st tranche: 10 million subscribed “at par” upon issue on June 27, 2022;
2nd tranche: 7 million subscribed at an average price of 102.8895 on August 4, 2022;
3rd tranche: 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, 2022, the company updated the valuation of the stock to the listing value of 97.7404. The
company therefore recorded a capital loss of EUR 725,807 shown in the Statement of Comprehensive Income.
Stock characteristics:
- Type: Italian State Stock,
- Issuer: Ministry of Economy and Finance, Cod. ISIN: IT00005497000,
- Subordination: Senior Stock,
- Bond structure: Inflation-indexed stock,
- Currency negotiation: EUR,
- Market: MOT,
- Coupon rate: 1.60% (“floor” guaranteed),
- Coupon periodicity: Half-yearly,
- Revaluation: FOI former tobacco index
Note (11) - Other non-current assets
Valsoia S.p.A./Annual Financial Report at December 31, 2022
78
Graphics
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Guarantee deposits
47
41
Investments in other companies
9
9
Receivables from subsidiaries
0
30
Total other non
-
current assets
56
80
The receivable from subsidiaries disbursed in 2021 in favour of Swedish Green Food Co. AB was recorded as
Investment in 2022.
Liabilities and shareholders' equity
Current liabilities
Note (12) - Current financial liabilities
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Overdraft accounts
0
1
Payables for bank loans or bank lending (current instalments)
2,310
3,832
Total current
financial liabilities
2,310
3,833
The item
Current financial liabilities
mainly refers to installments with maturities of less than 12 months relating
to various medium/long-term loans.
The first of these loans was taken out in the first months of 2018 while two other loans were contracted at
the end of 2021 in anticipation of the investments planned in the Serravalle (Vc) production site.
Note (13) - Other current financial liabilities
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
79
Graphics
Description 12/31/2022 12/31/2021
Other current financial liabilities
668
639
Total Other current financial liabilities
668
639
The item “Other current financial liabilities” refers to what is reported in the preceding point (8): “Assets for right
of use - IFRS16”
Note (14) – Trade payables
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Trade
payables due to suppliers within 12 months
23,065
16,063
Total trade payables
23,065
16,063
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 December 31, 2022, the Company has debts in foreign currency - mainly denominated in USD - for a
total amount of EUR 157 thousand. 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:
Description 12/31/2022 12/31/2021
Due to the Tax Authorities for:
- stamp duty paid electronically.
- withholding taxes
-
substitute tax
3
424
397
2
405
559
Total Current tax liabilities
824
966
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
80
Graphics
In particular, the substitute taxes to be paid within 12 months refer to the second and last installment, relating
to the realignment of the Santa Rosa brand and goodwill carried out pursuant to and in accordance with Law
no. 178/2020 (which converted Law Decree 104/2020 into law).
Note (16) - Provisions
This item breaks down as follows:
Description 12/31/2022 12/31/2021
Sales return provision
99
67
Provision for customer disputes
58
14
Reserve for contingent liability risks
0
220
Total provisions
157
301
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.
The Provision for contingent liabilities represents a current obligation deriving from past events, of a legal
nature, for which an outflow of resources is likely to meet this obligation, with an uncertain date and amount.
The Provision for contingent liabilities, which amounted to EUR 220 thousand at the beginning of the year,
referred to the consequences of a pending dispute with the Inland Revenue that arose in relation to an alleged
lower registration tax paid on the purchase of J&T Italia S.r.l. in 2011 and that saw Valsoia potentially co-
obligated, due to the principle of solidarity, with Unilever S.r.l. (company that sold J&T Italia S.r.l. to Valsoia
S.pA.), for the amount paid by the latter to the Inland Revenue (totalling EUR 680 thousand). By Order no.
10629/2022 of March 30, 2022 (communicated to Valsoia on April 12, 2022), the Court of Cassation upheld
in its entirety the appeal against the tax claims relating to the operation for the purchase and sale of the
company J&T (Santa Rosa). The litigation has therefore been definitively concluded and to the effect, no further
amount is due to the Tax Authorities either by Valsoia or Unilever.
Note (17) - Other current liabilities
This item breaks down as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
81
Graphics
Description 12/31/2022 12/31/2021
Amounts payable to social security institutions
495
496
Amounts due to employees and on-going collaboration
contracts
2,538
2,245
Amounts due to others
209
225
Accrued liabilities
81
24
Total
Other current liabilities
3,323
2,990
The Other short-term 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, 2022.
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 12/31/2022 12/31/2021
Non-current financial liabilities
7,409
9,719
Total non-current financial liabilities 7,409
9,719
This item refers primarily to the instalments with expiry date beyond 12 months of medium-long term financing
agreements in effect at December 31, 2022.
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
2024
1,684
2025
1,689
Valsoia S.p.A./Annual Financial Report at December 31, 2022
82
Graphics
2026
1,590
2027
1,374
2028
714
2029
358
Loans and
borrowings
7,409
Again with reference to the information required by IFRS 7, the table below summarises the overall changes in
financial liabilities:
Description
12/31/202
1
Value
Changes for the period
12/31/202
2
Loans
Repaym
ents
Reclassificat
ions
Value
Short
-
term
payables for Bank Loans
Medium/long-term payables for
Bank Loans
3,832
9,719
(3,832)
2,311
(2,311)
2,311
7,408
Total financial liabilities
13,551
(3,832)
0
9,719
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 12/31/2022 12/31/2021
Other non
-
current financial liabilities
1,702
1,711
Total Other non
-
current financial liabilities
1,702
1,711
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:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
83
Graphics
Description (data in thousands of
Euros)
Minimum payments due
for leasing
Capital share at:
12/31/202
2
12/31/202
1
12/31/2022
12/31/2021
Within 1 year
672
641
668
639
From 1 to 5 years
1,707
1,716
1,702
1,711
Beyond 5 years
0
0
0
0
Total
2,379
2,358
2,370
2,350
The reconciliation between the minimum payments due by the leasing company and their present value is as
follows:
Description (data in thousands of Euros) 12/31/2022 12/31/2021
Minimum payments due for financial allocation
2,379
2,358
(future
financial charges)
(9)
(8)
Total
2,370
2,350
Note (20) - Other non-current liabilities This item breaks down as follows:
Description 12/31/2022 12/31/2021
Other non
-
current liabilities
0
405
Total Other non
-
current liabilities
0
405
This amount refers to the Substitute Tax payable for the realignment of the Santa Rosa Trademark and Goodwill
carried out pursuant to Law no. 178/2020 (which converted Legislative Decree no. 104/2020 into law) and,
in the Financial Statements at the end of the year, is represented in the above item Current “Tax Payables”; see
Note 15).
Note (21) - Deferred tax liabilitiesThis item breaks down as follows:
Description
12/31/2022
12/31/2021
Taxable
amount
Taxes
Taxable
amount
Taxes
Deferred tax assets/Provision for deferred taxes with
balancing entry in the Income Statement
Valsoia S.p.A./Annual Financial Report at December 31, 2022
84
Graphics
Description
12/31/2022
12/31/2021
Taxable
amount
Taxes
Taxable
amount
Taxes
IRES/IRAP CHANGES
- Trademarks and deferred charges not capitalised
pursuant to IAS/IFRS
- Misalign. of accounting-tax amounts for “Santa Rosa”
trademark
- Misalign. of accounting-tax amounts for the “Santa
Rosa” brand
- Misalign. of accounting-tax amounts for the “Diete.Tic”
brand
- Misalign. of accounting-tax amounts for the “Loriana”
brand
- Civil and fiscal variances of the amortisation of Brands
- Taxed risk and write-down provisions
- Others
32
(11,319)
3,589
(1,105)
(1,028)
154
2,054
103
9
(3,158)
801
(308)
(287)
43
503
29
48
(7,546)
3,410
(276)
(514)
98
2,168
344
13
(2,105)
851
(77)
(143)
27
529
96
Total deferred tax liabilities
(7,520)
(2,368)
(2,268)
(809)
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 (22) - Employee benefits
Description 12/31/2022
Post
-
employment indemnity provision
282
F.I.R.R.
2
Total employee benefits
284
This item includes provisions for employees, and changed as follows:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
85
Graphics
Description
Taxable amount
Opening provision for post
-
employment benefits at 12/31/2021
379
2021 changes
- Financial income/(charges)
- End of employment severances and advances to employees
-
Actuarial gains (losses)
2
(77)
(22)
Closing provision for post
-
employment benefits at 12/31/2022
282
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 3.6306% per annum was used as the discount rate for valuations as of December 31, 2022 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 7.70 years.
Yearly Inflation rate: 2.5%
Shareholders’ equity - Note (23)
Share capital
The share capital of the Company is fully paid up and amounts to EUR 3,554,100.66, with 10,770,002 ordinary
Valsoia S.p.A./Annual Financial Report at December 31, 2022
86
Graphics
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.
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 15 thousand, corresponding
to the portion pertaining to 2022 relative to the estimated charges for the years of validity of the
Plan, based on reasonable internal forecasts of the achievement of the objectives.
The first three Plans concluded with the issuance of the equity-linked instruments and the related
increase of the Share Capital.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
87
Graphics
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;
- 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.
For details on the items composing the Shareholders' Equity, see the table below:
Valsoia S.p.A./Annual Financial Report at December 31, 2022
88
Graphics
Description 12/31/2022 12/31/2021
Possibility of
use
Share capital
3,554
3,534
-
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
38,836
35,541
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
1,100
A, B, C
S.O.P. reserve 2022-2025
Cash flow hedge reserve
15
0
0
0
A, B, C
reserve for actuarial gains/losses
13
(9)
-
valuation reserve IFRS 9
(726)
reserve for exchange rate gains
10
9
Total other
reserves
41,528
38,861
Profit/(loss):
Profit for the period
7,976
7,365
Total Shareholders’ equity
81,934
78,636
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 2021.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
89
Graphics
Analysis of the breakdown of the main items of the income statement
Note (24) - Total Revenues and Income
This item breaks down as follows:
Description 2022 2021
Revenues:
- Revenue - Italy
-
Revenue
-
Abroad
92,327
8,993
83,902
7,051
Total sales revenue
101,320
90,953
Other income
2,342
1,857
TOTAL REVENUES AND INCOME
103,662
92,810
The following table shows the breakdown of revenues, broken down by domestic and foreign and by product
family.
Description
(EUR 000)
2022
2021
Change
Euro
% Inc.
Euro
% Inc.
%
Health Food Products Division (a)
55,084
54.4
49,321
54.2
11.69
Food Products Division (b)
33,731
33.3
29,293
32.2
15.15
Others (c)
3,512
3.5
5,288
5.8
-33.56
TOTAL ITALIAN REVENUE
92,327
91.1
83,902
92.2
10.04
Sales abroad
8,993
8.9
7,051
7.8
27.54
TOTAL REVENUE
101,320
100.0
90,953
100.0
11.40
(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 2022 2021
Other income:
-
Chargeback to third parties
708
631
Valsoia S.p.A./Annual Financial Report at December 31, 2022
90
Graphics
- Capital gains on sale of assets
-
Other
5
1,628
13
1,213
Total other income
2,341
1,857
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.
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 2022, tax credits for extra gas and energy costs, as per current legislation, are included in the
item.
Note (25) - Operating costs
This item breaks down as follows:
Description 2022 2021
Purchase costs
- Raw materials
- Ancillary materials
- Consumable materials
-
Finished products and goods
14,249
2,910
829
42,362
11,028
2,041
744
35,580
Total purchases
60,350
49,393
Services
- Industrial
- Marketing and sales
-
Administrative and general
4,548
12,615
4,097
3,885
10,761
3,812
Total services
21,260
18,458
Cost of use of assets
owned by other, of third party assets
162
180
Personnel costs
- Wage and salaries
- Social security charges and post-employment benefits
- Other labour costs
-
Personnel charges pursuant to SOP
7,955
2,976
373
75
7,618
2,786
140
310
Total
Personnel costs
11,379
10,854
Change in inventories
(3,096)
(551)
Other operating costs and expenses
1,158
1,262
Valsoia S.p.A./Annual Financial Report at December 31, 2022
91
Graphics
TOTAL OPERATING COSTS
91,213
79,596
Cost of sales and costs directly related to sales (logistics costs) increased during the financial year due to the
inflationary pressure on the value of unit purchase costs, which affected all direct purchase, supply and service
components indiscriminately from the second half of the 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. It also includes stock option charges
relating to the 2019 -2022 SOP (concluded in the year), and the new 2022-2025 SOP, as better described in
Note 23) Shareholders' equity.
As at December 31, 2022, the workforce of the Company comprised
Description 12/31/2022 12/31/2021
Executives
11 10
Employees and managers
97 94
Factory workers
23 25
Contract
-
based workers
1 1
Total employees
132 130
For further details, please see the Directors' Report - Information on the personnel.
The item Other operating costs and expenses breaks down as follows:
Description 2022 2021
Other operating costs and expenses:
- Local taxes and duties, CCGG, Stamps
- Credit losses
- Capital loss from asset disposal
- Contingent liabilities
- Membership fees
-
Other charges
119
141
0
182
190
525
99
100
2
128
192
741
Total
Other operating costs and expenses
1,158
1,262
Valsoia S.p.A./Annual Financial Report at December 31, 2022
92
Graphics
Out-of-period expense refers to operating costs recognised in the period pertaining to previous years.
Other charges mainly consist of costs for the disposal of obsolete products, charges for donations,
entertainment expenses and contributions to trade associations; in the financial year 2022, in particular, the
use of the provision to the Provision for Risks for potential liabilities of EUR 220 thousand transited in this
grouping (see note 16).
Note (26) - Amortisation, depreciation and write-downs
This item breaks down as follows:
Description 2022 2021
Amortisation, depreciation and write
-
downs
702
684
Depreciation of tangible assets
1,319
1,233
Amortisation for rights of use
672
561
Total amortisation, depreciation and write
-
downs
2,693
2,478
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 (27) – Financial Income/(Expenses)
This item breaks down as follows:
Description 2022 2021
Interest income on non
-
current financial
assets
1,441
0
Interest income and other financial income
24
4
Interest expense and bank charges
(143)
(74)
Foreign exchange gains/(losses)
(19)
1
Total
f
inancial Income/(Expenses)
1,303
(69)
Interest income on non-current financial assets refers to interest accrued and paid as at December 31, 2022
Valsoia S.p.A./Annual Financial Report at December 31, 2022
93
Graphics
on the investment detailed in Note 10) above. The significant amount of interest paid is due to the revaluation
component of interest as a result of the inflation-protection mechanism of the Security (indexation to the FOI
index - tobacco as at December 31, 2022).
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 closed at December 31, 2022, a total loss on currency exchange was recorded for EUR 19
thousand.
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 (28) – Income taxes
This item breaks down as follows:
Description 2022 2021
Current IRES
-
IRAP income taxes
(1,522)
(1,533)
Deferred tax assets/(liabilities)
(1,560)
(1,100)
Taxes
-
non
-
recurring effects (replacement for realignment)
0
(670)
Total
Income taxes
(3,082)
(3,303)
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 December 31,
2022 and 2021 is shown below:
Description
2022
2021
Taxable
amount
Tax Rate %
Taxable
amount
Tax Rate %
Pre
-
tax profits
11,058
10,668
Total theoretical IRES
2,654
24.0
2,560
24.0
ACE effect (*)
(165)
(273)
Charitable donations
(19)
(16)
Other tax recoveries / (deductions)
-
net effect
-
(perm + temp)
(1,114)
(1,047)
Valsoia S.p.A./Annual Financial Report at December 31, 2022
94
Graphics
Description
2022
2021
Taxable
amount
Tax Rate %
Taxable
amount
Tax Rate %
Total current IRES (a)
1,356
1,224
Tax base for IRAP
19,368
21,590
Total theoretical IRAP
755
3.9
842
3.9
Personnel cost deduction
(421)
(395)
Refund of first advance payment
0
0
IRAP deductions
(168)
(138)
Total current IRAP (b)
166
309
Total current taxes (a) + (b)
11,058
1,522
13.8
10,668
1,533
14.4
(*) = in 2021 ACE + Super ACE effect
Note (29) - 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 December 31, 2022, in addition to the foregoing, there were no events/transactions
falling within the scope of Consob Communication DEM/6064293 of July 28, 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
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.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
95
Graphics
Holding company
revenue/(costs) receivables/(payables)
collections/(payme
nts)
2022
12/31/2022
2022
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/(Paym
ents)
2022
12/31/2022
2022
Membership fees
(119)
(1)
(2)
(129)
Directors’ remuneration
(29)
(23)
(21)
(35)
Purchase of goods and services
98/(148)
65/(37)
48/(26)
114/(179)
Valsoia Pronova Doo
Swedish Green Food Co AB
408/(22)
394/(1)
108/(23)
77
107
101
409/(45)
340/(32)
Total transactions with related
parties
900/(319) 250/(84) 256/(49) 863/(420)
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 2021 for auditing services and for other services provided by
KPMG S.p.A. and companies belonging to its network.
Description Remuneration
KPMG S.p.A.
- Auditing and certification services
-
Cost reimbursement and contrib. Consob
88
18
Valsoia S.p.A./Annual Financial Report at December 31, 2022
96
Graphics
Description Remuneration
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 2022 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, 2022.
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 2022 for an amount not less than EUR 10 thousand
cumulatively in the period considered are summarised below.
Funding Entity
Type of
Amount
funding
2022
Ministry of Economic
Development
R&D tax credit 2021 49
Ministry of Economic
Development
Cred. Tax Investments in instrumental assets 56
GSE – Gestore Servizi Elettrici
Contribution to energy production by
Photovoltaic plant
41
Ministry of Economic
Development
Tax credit for Electricity 68
Ministry of Economic
Development
Gas tax credit 206
TOTAL 420
Events following the close of the financial year
There are no particular events to report.
Valsoia S.p.A./Annual Financial Report at December 31, 2022
97
Graphics
Allocation of profit for the period
Dear Shareholders, the Financial Statements that we submit to your attention show a profit of EUR
7,975,652.84
We propose to allocate:
- to the extraordinary reserve: EUR 3,883,052.08
- 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 10, 2023, with a record date of May 9, 2023 and a
dividend ex date of May 8, 2023.
/
Bologna, March 13, 2023
The Chairman of the Board of Directors
Lorenzo Sassoli de Bianchi
Valsoia S.p.A./Annual Financial Report at December 31, 2022
98
Graphics
Annual Financial Report at December 31, 2022
Statement pursuant to Art.
154-bis of Legislative
Decree 58/98
4 /
Graphics
Valsoia S.p.A./Annual Financial Report at December 31, 2022
100
Graphics
w w w . v a l s o i a s p a . c o m