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Neodecortech Audit Report / Information 2022

Mar 31, 2023

4087_10-k_2023-03-31_1f16172d-e491-49c4-9814-57dae9cae616.pdf

Audit Report / Information

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Independent auditor's Report

pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010 and article 10 of EU Regulation n. 537/2014

To the Shareholders of Neodecortech S.p.A.

Report on the consolidated financial statements

Opinion

We have audited the consolidated financial statements of Neodecortech Group (the "Group"), which comprise the consolidated statement of financial position as at December 31, 2022, the consolidated statement of comprehensive income, the consolidated income statement, the consolidated statement of changes in shareholders' equity, the consolidated statement of cash flow for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at December 13, 2022, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as the regulation issued to implement art. 9 of Legislative Decree n. 38/'05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the consolidated financial statements section of our report. We are independent of Neodecortech S.p.A. (the "Company") in accordance with the ethical and independence requirements applicable in Italy to the audit of financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

There are no key audit matters to be communicated in our opinion.

Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona

Responsibilities of the Directors and Those charged with governance for the consolidated financial statements

The Directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, as well as the regulation issued to implement art. 9 of Legislative Decree n. 38/'05 and, within the terms prescribed by the law, for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Parent Company Neodecortech S.p.A. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA Italia, we exercised professional judgment and maintain professional skepticism throughout the audit. We also have:

  • Identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficent and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Concluded on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion on the consolidated financial statements.

We have communicated with Those charged with governance, as properly identified in accordance with ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We have also provided Those charged with governance with a statement that we have complied with relevant ethical and independence requirements applicable in Italy, and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate relevant risks or the safeguards measures applied.

Other information communicated pursuant to article 10 of Regulation (EU) 537/2014

We were initially engaged by the Shareholders meeting of Neodecortech S.p.A. on December 9, 2019 to perform the audits of the Company's and the consolidated financial statements of the Group of each fiscal year starting from December 31, 2020 to December 31, 2028.

We declare that we did not provide prohibited non-audit services, referred to article 5, paragraph 1, of Regulation (EU) 537/2014, and that we remained independent of the Company in conducting the audit.

We confirm that the opinion on the consolidated financial statements of Neodecortech S.p.A. included in this audit report is consistent with the content of the additional report prepared in accordance with article 11 of the EU Regulation n.537/2014, submitted to Those charged with governance.

Reports on other legal and regulatory requirements

Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815

The Directors of Neodecortech S.p.A. are responsible for the application of the requirements of Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards pertaining the electronic reporting format specifications (ESEF – European Single Electronic Format) (hereinafter the "Delegated Regulation") to the consolidated financial statements, to be included in the Annual financial report.

We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express an opinion on the compliance of the consolidated financial statements to the requirements of the Delegated Regulation.

In our opinion, the consolidated financial statements as at December 31, 2022 have been prepared in XHTML format and have been marked-up, in all material respects, in compliance to the requirements of Delegated Regulation.

Due to certain technical limitations, some information included in the [explanatory][illustrative] notes to the consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be reproduced in an identical manner with respect to the corresponding information presented in the consolidated financial statements in XHTML format.

Opinion pursuant to article 14, paragraph 2, (e), of Legislative Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998

The Directors of Neodecortech S.p.A. are responsible for the preparation of the report on operations and of the corporate governance report of Neodecortech S.p.A. as at December 31, 2022, including their consistency with the consolidated financial statements and their compliance with the applicable laws and regulations.

We have performed the procedures required under audit standard (SA Italia) n. 720B in order to express an opinion on the consistency of the report on operations and of specific information of the corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree n. 58/'98, with the consolidated financial statements of Neodecortech Group as at December 31, 2022 and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements.

In our opinion, the report on operations and the above mentioned specific information of the corporate governance report are consistent with the consolidated financial statements of Neodecortech Group as at December 31, 2022 and are compliant with applicable laws and regulations.

With reference to the assessment pursuant to article 14, paragraph. 2, (e), of Legislative Decree n. 39/'10 based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Statement in accordance with article 4 of Consob Regulation in application of Legislative Decree no. 254, of December 30, 2016

The Directors of Neodecortech S.p.A. are responsible for the preparation on a voluntary basis of the consolidated non-financial statement pursuant to Legislative Decree no.254, of December 30,2016. We have checked that the Directors had approved the consolidated non-financial statement.

According to article 3, paragraph 10, of Legislative Decree n.254, of December 30,2016 the compliance of the consolidated non-financial statement is attested by another auditor.

Milan, March 31, 2023

BDO Italia S.p.A. Signed by

Lelio Bigogno Partner

Neodecortech S.p.A.

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated January 27, 2010 and article 10 of EU Regulation n. 537/2014

Financial statements at 31 December 2022

This report has been translated into English from the original, which was prepared in Italian and represents the only authentic copy, solely for the convenience of international readers.

LBG/GNC/git - RC003122022BD1114

Independent auditor's Report

pursuant to article 14 of Legislative Decree n. 39, dated January 27 2010 and article 10 of EU Regulation n. 537/2014

To the shareholders of Neodecortech S.p.A.

Report on the financial statements

Opinion

We have audited the financial statements of Neodecortech S.p.A. (the Company), which comprise the statement of financial position as at December 31, 2022, the income statement, the statement of comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended; and notes to the financial statements, including a summary of significant accounting policies.

In our opinion the financial statements give a true and fair view of the financial position of the Company as at December 31, 2022 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, as well as the regulation issued to implement article 9 of Legislative Decree N0. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical and independence requirements applicable in Italy to the audit of financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters Audit response

VALUATION OF INVESTMENTS

As at December 31, 2022 investments amounted of about € 37,1 million, referred to the investment in Cartiere di Guarcino S.p.A. for € 37 milion and NDT energy S.r.l. for € 100 thousand, both fully owned by the Company. Cartiere di Guarcino S.p.A. investment amounted of about € 11,5 million, totally referred to the 100% interest in Bio Energia Guarcino S.r.l.

At least annually, Management checks for the presence of indicators of impairment of each investment in line with its management strategy for the legal entities belonging to the Group. If any such indicators of impairment are identified, an impairment test is performed on the relevant assets.

In light of the materiality and nature of the element involved and the complexity of the assumptions made when estimating the recoverable amount of the assets, we believe that this represent a Key Audit Matter.

Information regarding the valuation of investments is provided in the Directors Report of Operation and in the Explanatory Notes to the Financial Statements - Note "General Criteria for the preparation of the financial statements".

Our audit procedures in response to the key audit matter identified included the following:

  • discussions with Management;
  • analysis of the investments' variation over the fiscal year and review of the most significant acquisitions and sales;
  • review of the correct classification and of the related accounting treatment;
  • collection of the financial statements for all the investments;
  • testing for the presence of impairment' indicators;
  • analysis of the evaluations carried out by the Company for the identification of impairment' indicators;
  • comparison of operating cash flows forecast with the business plan.

We also tested the adequacy and appropriateness of the information provided in the Notes to the Financial Statements on the valuation of investments.

Responsibilities of the Directors and Those Charged with Governance for the Financial Statements

The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, as well as the regulation issued to implement article 9 of Legislative Decree N0. 38/05 and, within the terms provide by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain professional skepticism throughout the audit. We also have:

  • Identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Concluded on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We have communicated with those charged with governance, as properly identified in accordance with ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We have also provided those charged with governance with a statement that we have complied with relevant ethical and independence requirements applicable in Italy and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate relevant risks or the safeguards measures applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We described those matters in the auditor's report.

Other information communicated pursuant to article 10 of Regulation (EU) 537/2014

We were initially engaged by the shareholders meeting of Neodecortech S.p.A. on December 9, 2019 to perform the audits of the financial statements of each fiscal year starting from December 31, 2020 to December 31, 2028.

We declare that we did not provide prohibited non audit services, referred to article 5, paragraph 1, of Regulation (EU) 537/2014, and that we remained independent of the company in conducting the audit.

We confirm that the opinion on the financial statements included in this audit report is consistent with the content of the additional report prepared in accordance with article 11 of the EU Regulation n.537/2014, submitted to those charged with governance.

Reports on other legal and regulatory requirements

Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815

The Directors of Neodecortech S.p.A. are responsible for the application of the requirements of Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards pertaining the electronic reporting format specifications (ESEF – European Single Electronic Format) (hereinafter the "Delegated Regulation") to the financial statements, to be included in the Annual financial report.

We have performed the procedures required under audit standard (SA Italia) no. 700B in order to express an opinion on the compliance of the financial statements to the requirements of the Delegated Regulation.

In our opinion, the financial statements as at December 31, 2022 have been prepared in XHTML format in compliance to the requirements of Delegated Regulation.

Opinion pursuant to article 14, paragraph 2, (e), of Legislative Decree n. 39/10 and of article 123-bis paragraph 4 of Legislative Decree n. 58/98.

The Directors of Neodecortech S.p.A. are responsible for the preparation of the report on operations and of the corporate governance report of Neodecortech S.p.A. as at December 31, 2022, including their consistency with the financial statements and their compliance with the applicable laws and regulations.

We have performed the procedures required under audit standard (SA Italia) n. 720B in order to express an opinion on the consistency of the report on operations and of specific information of the corporate governance report as provided by article 123-bis, paragraph. 4, of Legislative Decree n. 58/98, with the financial statements of Neodecortech S.p.A. as at December 31, 2022 and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements.

In our opinion, the report on operations and the above mentioned specific information of the corporate governance report are consistent with the financial statements of Neodecortech S.p.A. as at December 31, 2022 and are compliant with applicable laws and regulations.

With reference to the assessment pursuant to article 14, paragraph. 2, (e), of Legislative Decree n. 39/10 based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Milan, March 31, 2023

BDO Italia S.p.A. Signed by

Lelio Bigogno Partner

Annual Report at 31 December 2022

Financial Statements prepared in accordance with IAS/IFRS

Amounts in Euro

Neodecortech S.p.A. Via Provinciale 2 24040 Filago, Bergamo

Tel +39 035996111 Fax +39 035995225 [email protected]

Tax Code and Company Register 00725270151 VAT CODE IT 02833670165 R.E.A. BG - 193331

Share Capital € 18,804,209.37 fully paid up www.neodecortech.it

Annual Report at 31 December 2022 _________ 1
The Neodecortech Group ____________ 5
Corporate bodies ____________ 6
Group structure ______________ 8
Financial highlights of the Neodecortech Group _______ 9
Directors' Report on Operations ____________ 14
Impacts from the Coronavirus pandemic (COVID-19) ________ 16
Impacts from the conflict in Ukraine _________ 17
The national and international economic environment _______ 18
Relevant segment and comments on operations ___________ 21
Key balance sheet, financial and income figures __________ 25
Neodecortech Group consolidated income statement________ 26
Reclassified consolidated statement of financial position ___________ 28
Results of Neodecortech S.p.A. ____________ 31
Reclassified statement of financial position of Neodecortech S.p.A. _________ 33
Business and financial performance of the subsidiaries ______ 36
Main Alternative Performance Measures (APMs) ___________ 41
Main risks and uncertainties to which Neodecortech S.p.A. and the Group are exposed _____ 42
Corporate Governance _____________ 46
Report on Corporate Governance and Ownership Structure ________ 47
Related party transactions __________ 47
Capital expenditure __________ 47
Research & Development ___________ 48
Information on the environment, safety and health and, more generally, on ESG topics _____ 48
Human resources and organization _________ 51
Atypical and/or unusual transactions during the year ________ 51
Significant events after 31 December 2022 _________ 51
Compliance with the simplified system under Articles 70 and 71 of the Issuer Regulation ____ 52
Treasury shares and shares of the Parent Company ________ 52
Other information ___________ 52
Business and market outlook ______________ 53
Consolidated Financial Statements at 31 December 2022 _________ 56
Consolidated income statement at 31 December 2022_______ 57
Consolidated statement of comprehensive income at 31 December 2022 ____ 57
Consolidated statement of financial position at 31 December 2022 _________ 58
Consolidated statement of changes in equity at 31 December 2022 ________ 59
Consolidated statement of cash flows at 31 December 2022 ________ 60
Explanatory Notes to the Consolidated Financial Statements of the Group ______ 62
Entity preparing the consolidated financial statements _______ 63
General criteria for the preparation of the consolidated financial statements ________ 63
Consolidation principles ____________ 66
Subjective evaluations and use of estimates ________ 67
Accounting policies __________ 69
Segment reporting___________ 77
Management of financial risks ______________ 80
Consolidated income statement ____________ 83
Assets ______________ 88
Liabilities ____________ 96
Other supplementary information __________ 108
Parent Company Financial Statements at 31 December 2022 _____ 111
Income statement at 31 December 2022 __________ 112
Statement of comprehensive income at 31 December 2022________ 112
Statement of financial position at 31 December 2022 _______ 113
Statement of changes in equity at 31 December 2022 ______ 114
Statement of cash flows at 31 December 2022 ____________ 115
Explanatory Notes to the Financial Statements of the Parent Company _______ 117
Entity preparing the financial statements __________ 118
General criteria for the preparation of the financial statements ______ 118
Subjective evaluations and use of estimates _______ 120
Accounting policies _______________ 122
Management of financial risks _____________ 132
Income statement __________ 134
Assets _____________ 140
Liabilities ___________ 147
Other supplementary information __________ 160

The Neodecortech Group

Corporate bodies

Board of Directors (1) Chairman Luca Peli Director, Chief Executive Officer Luigi Cologni Executive Director Massimo Giorgilli Non-Executive Director Gianluca Valentini Non-Executive Director Vittoria Giustiniani Independent Non-Executive Director Adriano Bianchi* Independent Non-Executive Director Sara Bertolini* Independent Non-Executive Director Ida Altimare* Independent Non-Executive Director Cinzia Morelli*

(*) Independent Director pursuant to Article 148 of the TUF and Article 2 of the Corporate Governance Code adopted by the Corporate Governance Committee of Borsa Italiana S.p.A. to which the Company adheres.

Board of Statutory Auditors (2) Chairman Stefano Santucci Standing Auditor Federica Menichetti Standing Auditor Stefano Zonca Alternate Auditor Davide Mantegazza Alternate Auditor Marinella Monterumisi

Financial Reporting Manager (3) Marina Fumagalli

Committees (4) Remuneration and Appointments Committee Ida Altimare (Chair)

Control, Risk and Sustainability Committee Adriano Bianchi (Chairman)

Vittoria Giustiniani Cinzia Morelli Luca Peli Ida Altimare

Related Party Committee Sara Bertolini (Chair)

Cinzia Morelli Adriano Bianchi

Supervisory Board (5) Ettore Raspadori (Chairman) Federica Menichetti (6)

Independent Auditors (7) BDO Italia S.p.A.

(1) The Board of Directors of Neodecortech S.p.A. in office was appointed on 27 April 2022 and will remain in office for three financial years until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2024.

(2) The Company's Board of Statutory Auditors was appointed on 24 February 2020 and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2022.

(3) Marina Fumagalli was appointed by the Board of Directors on 07 February 2023 as the Financial Reporting Manager pursuant to Article 154-bis of the TUF.

(4) The Board of Directors of Neodecortech S.p.A. resolved on 28 April 2022 to establish (i) a Remuneration and Appointments Committee; (ii) a Control, Risk and Sustainability Committee; (iii) a Related Party Committee.

(5) The Board of Directors of Neodecortech S.p.A. passed a resolution on 31 January 2020 appointing Mr. Raspadori and Ms. Menichetti as members of the Supervisory Board of the Company for three financial years, therefore, until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2022.

(6) Ms. Menichetti also holds the position of standing auditor of Neodecortech S.p.A.

(7) The nine-year statutory audit assignment pursuant to Article 17 of Legislative Decree 39/2010 of the Italian Civil Code for the financial years 2020-2028 was granted by the Ordinary Shareholders' Meeting on 9 December 2019.

Group structure

The Group's structure at 31 December 2022 is shown below.

Neodecortech S.p.A. 100% Cartiere di Guarcino S.p.A. 100% Bio Energia Guarcino S.r.l.
100% NDT energy S.r.l. (dormant)

At 31 December 2022, the companies forming the Group are:

NDT

Neodecortech S.p.A. ("NDT" or "Parent Company")

registered and operating offices in Filago (BG) and other operating offices in Casoli d'Atri (TE), heads up the core business of the Group and is active in the printing and impregnation of paper, in the printing and finishing of thermoplastic film, and in "laminates" produced mainly at the Casoli headquarters. Neodecortech's goal is to act as a highly proactive decoration partner for its customers in the interior design and flooring industry, through constant monitoring and interpretation of new stylistic trends.

The Parent Company performs the following functions for its subsidiaries:

  • (i) legal and corporate affairs,
  • (ii) administration and investments,
  • (iii) strategic planning and business development,
  • (iv) Internal Audit, Compliance & Risk Management.

CDG

Cartiere di Guarcino S.p.A. (CDG)

registered office in Guarcino (FR), specializes in the production of decorative papers that subsequently undergo other stages of processing: printing or directly impregnation with thermosetting resins and hot pressing. The company operates on the national and international markets through a network of agents.

BEG

Bio Energia Guarcino S.r.l. (BEG)

registered office in Guarcino (FR), owns the cogeneration plant in operation since May 2010 for the self-production of electrical and thermal energy powered by renewable sources that satisfies a large part of the energy needs of CDG.

NDTe NDT energy S.r.l. (NDTe)

established on 19 October 2022, registered office in Filago (BG) and operating offices in Casoli di Atri (TE), currently dormant and awaiting authorization to operate a WtE plant, capable of reusing process waste and meeting a large part of the energy needs of the adjacent NDT "laminates" division. The first financial statements will close on 31 December 2023.

Financial highlights of the Neodecortech Group

Income statement

The table below shows the main consolidated income statement figures:

31
DECEMBER
31
DECEMBER
(Euro thousands) 2022 % 2021 % Chg. % chg.
Revenue from sales and services 196,474 100.0% 176,429 100.0% 20,045 11.4%
Other revenue 7,822 4.0% 2,595 1.5% 5,227 201.4%
Total revenue 204,296 104.0% 179,024 101.5% 25,272 14.1%
EBITDA 15,991 8.1% 18,146 10.3% (2,155) (11.9%)
Amortization and depreciation 9,759 5.0% 8,839 5.0% 920 10.4%
Allocations 128 0.1% 81 0.0% 47 58.0%
EBIT 6,104 3.1% 9,226 5.2% (3,122) (33.8%)
Profit for the year 8,437 4.3% 6,688 3.8% 1,749 26.2%

For comments on changes, reference should be made to the section "CONSOLIDATED INCOME STATEMENT" in the Directors' Report on Operations.

The table below also shows the consolidated operating results with the adjusted profit for the year, following the writeoff of the MICA Payable, as detailed in the section "Consolidated Income Statement".

31
DECEMBER
31 DECEMBER
(Euro thousands) 2022 % 2021 % Chg. % chg.
Revenue from sales and services 196,474 100.0% 176,429 100.0% 20,045 11.4%
Other revenue 7,822 4.0% 2,595 1.5% 5,227 201.4%
Total revenue 204,296 104.0% 179,024 101.5% 25,272 14.1%
EBITDA 15,991 8.1% 18,146 10.3% (2,155) (11.9%)
Amortization and depreciation 9,759 5.0% 8,839 5.0% 920 10.4%
Allocations 128 0.1% 81 0.0% 47 58.0%
EBIT 6,104 3.1% 9,226 5.2% (3,122) (33.8%)
0.0%
Profit for the year 8,437 4.3% 6,688 3.8% 1,749 26.2%
Write-off Financial Receiv. Net tax Andreotti 997
Write-off Financial Pay. Net tax MICA (3,862)
Adjusted Profit for the Year 5,572 2.8% 6,688 3.8% (1,116) (16.7%)

Financial results

The table below shows the main consolidated financial indicators:

(Euro thousands) 31
DECEMBER
2022
31
DECEMBER
2021
Chg. % chg.
Net Working Capital 35,020 25,652 9,368 36.5%
Equity 77,274 70,465 6,809 9.7%
Net Financial Debt (30,735) (29,345) (1,390) 4.7%

For comments on changes, reference should be made to the section "RECLASSIFIED CONSOLIDATED STATEMENT OF FINANCIAL POSITION" in this Directors' Report on Operations.

The table below shows consolidated revenue by operating segment.

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Printed Decorative Paper Division 75,448 38% 76,940 44% (1,492) (1.9%)
Decorative Paper Division 77,230 39% 61,162 35% 16,068 26.3%
Energy Division 43,796 22% 38,327 22% 5,469 14.3%
Total 196,474 100% 176,429 100% 20,045 11.4%

For comments on the performance of each division, reference should be made to the section "KEY RESULTS BY OPERATING SEGMENT" in the Directors' Report on Operations.

The table below shows consolidated revenue by geographical area.

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Italy 62,028 31.6% 54,732 31.0% 7,296 13.3%
Europe 70,162 35.7% 73,281 41.5% (3,119) (4.3%)
Asia 1,621 0.8% 1,910 1.1% (288) (15.1%)
Middle East 859 0.4% 1,506 0.9% (647) (42.9%)
America 16,978 8.6% 5,194 2.9% 11,784 226.9%
Africa 1,029 0.5% 1,479 0.8% (450) (30.4%)
Energy Division 43,796 22.3% 38,327 21.7% 5,469 14.3%
Total 196,474 100.0% 176,429 100.0% 20,045 11.4%

Directors' Report on Operations

Shareholders,

Submitted to your approval are the Consolidated Financial Statements at 31 December 2022 of the Neodecortech Group (hereinafter also "the Group"), prepared in accordance with the IAS/IFRS international accounting standards and accompanied by this Report presenting the performance of the Group in 2022 as well as its outlook.

The period under review closes with a consolidated profit of € 8,437 thousand (€ 6,688 thousand at 31 December 2021), after amortization, depreciation and provisions of € 9,887 thousand (€ 8,920 thousand at 31 December 2021), and income tax of € 802 thousand (€ 1,328 thousand at 31 December 2021).

This Report, drawn up with amounts expressed in Euro thousands, is presented together with the consolidated financial statements in order to provide income, financial and operating information of the Group.

Below are the trends, uncertainties, demands, commitments or known facts that could reasonably be expected to have an impact on the Group's outlook, including the impacts from the tail end of the COVID-19 pandemic and the Russian-Ukrainian conflict.

Impacts from the Coronavirus pandemic (COVID-19)

Considering the requirements of CONSOB in the Warning Notices issued with regard to COVID-19 in the preparation of financial disclosures, it should be noted that the Group's consolidated operating and financial figures at 31 December 2022 were not materially impacted by the COVID-19 pandemic. The upward trend in sales already seen in 2021 continued in 2022, thanks also to the gradual contribution of sales of Neodecortech's new product lines.

The Group continued to comply with national pandemic containment rules and the observance and adoption of safety protocols on the health of workers and of third parties.

Specifically, the safety protocols were further updated following entry into force of new regulations enacted in 2022, in particular Law Decree 24/2022, which came into effect on 25 March 2022. The Group adapted its safety protocols to the new provisions introduced by this decree, as from 1 April 2022, no longer requiring the obligation to check the enhanced super green pass for workers over 50. Under the additional provisions of Law Decree 68/2022 of 16 June 2022, the Group's safety procedures and protocols were updated, strongly recommending the use of masks in the workplace, although this measure is no longer mandatory.

In 2022, as well as in 2021, there were no production plant closures caused by the COVID-19 pandemic. For further details on this topic, reference is made to the section below on the Relevant Segment and Comments on Operations.

Effects of the COVID-19 pandemic on actual results at 31 December 2022, continuity, and the recoverable value of assets

While there were occasional fluctuations in the pandemic curve in specific periods in 2022, the impact on Neodecortech S.p.A.'s revenue, margins, and Net Financial Position was minimal; the income and financial projections included in the 2021-2023 Business Plan and the 2023 Budget, approved by the Board of Directors of Neodecortech S.p.A. on 6 December 2022, remained largely unaffected; as a result, the directors maintain that there are no significant concerns or uncertainties related to business continuity due to the COVID-19 pandemic, and its ongoing effects do not signify any impairment of the Group's tangible and intangible assets.

With regard to the application of IAS 36, in addition to the internal and external impairment indicators generally monitored, Management assessed the effects of the COVID-19 pandemic on the recoverable value of assets. Based on the 2022 actual results, and the above assumptions regarding the impacts of the pandemic for financial years beyond 2022, Management does not believe that the pandemic could be an indicator of impairment and therefore did not deem it necessary to perform an impairment test. In any event, it should be noted that the Company does not hold any intangible assets with indefinite useful life, therefore, fixed assets consist of assets subject to regular depreciation based on their finite useful life. Capital expenditure made and in progress in 2022 has all been recorded under property, plant and equipment and intangible assets. As a result, there are currently no impairment indicators for these assets.

Consistent with the guidelines of IAS 36 referred to, Management will, in any case, monitor the developments of macroeconomic conditions and any other impairment indicator and will take account of any changes in the value of assets.

When preparing the annual financial statements, the Company additionally reviewed the main financial and operating risks to which it is exposed in order to assess any negative effects of the COVID-19 pandemic on business continuity. In this regard, in light of the analyses conducted and based on the available findings - taking account of a credit risk that remains low, the Neodecortech Group's sound capacity to obtain liquidity from the banking system, and in view of the operating-financial forecasts - no critical issues and uncertainties were found regarding the Group's business continuity.

Impacts from the conflict in Ukraine

With regard to the CONSOB notice of 7 March 2022, aimed at compliance with the restrictive measures adopted by the EU in response to the Russian military aggression in Ukraine, it should be noted that the Company is complying with all the measures introduced by the European Union. Additionally, from an IT point of view, the Company has adopted stringent business continuity plans, guaranteeing the full operation of back-ups, including offline solutions, to protect company systems and data from possible cyber-attacks, which could intensify as a result of the Russian-Ukrainian conflict.

With regard to the further Warning Notice issued by CONSOB on 19 May 2022 related to the potential effects of the conflict in Ukraine on the business, operating and financial position and future prospects, it should be noted that the outbreak of the Russian-Ukrainian conflict has certainly affected the continued price increases of electricity and gas and the price of raw materials used. However, in 2022, this event did not cause any interruption of production activities, shortages and/or unavailability of raw materials or curtailment of energy sources. With regard in particular to Cartiere di Guarcino, the Group's most energy-intensive company, it continued to operate for the entire year according to the scheduled annual production plan that calls for maintenance-related stoppages during the year, and is still fully operational. All this thanks to the supply of electricity by the subsidiary Bio Energia Guarcino, which operates an internal network with respect to Cartiere and was able to mitigate the effects of the energy crisis and allow full continuity of production.

The subsidiary Bio Energia Guarcino (BEG), while benefiting from increases in electricity prices, was severely affected by the high cost of biomass used (sustainable bioliquids originating from the domestic supply chain) with resulting impacts on margins. Additionally, as part of the so-called Ukraine Emergency Decree (LD 14/2022), a maximization scheme was approved by the Government in favour of power generation plants that do not use gas, which includes the BEG plant (ARERA Resolution no. 430/2022 of 16.09.2022), in effect from 19 September 2022 to 31 March 2023 and subsequently extended to 31 March 2024. Reference should be made to the section below on BEG, which illustrates its trend of operations and the relevant economic and regulatory context.

That said with regard to the cost of energy, as a result of the Russian-Ukrainian conflict, there were other direct or indirect impacts on the Company's financial and operating results in 2022, explained below.

Specifically, the direct impacts in terms of lower sales were modest, as the Company had no significant sales in Russia, Ukraine or Belarus (in 2021 the impact was approximately 1% of total sales, in 2022 practically null). However, these sales have been replaced by growth in other markets. On the purchasing front, direct impacts were felt on the prices of one of the strategic raw materials used, titanium dioxide, since Ukraine is traditionally one of its producers. The conflict has, in fact, caused a spike in the prices of this raw material, however largely offset by the increases in sales prices charged to customers.

Additionally, the conflict had a major direct impact on the prices of energy carriers: electricity and gas. However, this impact eased during the first quarter of the current year. Some of these increases were also reflected on the sales lists.

The indirect impacts, instead, are reflected in the lower propensity of users to consume furniture and flooring. The consumption propensity witnessed in first half 2022 was in line with the trend seen in second half 2020 and throughout 2021, while starting from the second half of June, in line with the broad deterioration of the macroeconomic sentiment, incoming orders started to slow down from the impressive levels of the last two years.

The national and international economic environment

The ECB paper dated December 2022 on macroeconomic projections shows the following.

Economic growth slowed down considerably in the third quarter of 2022, as strong effects from the post-pandemic reopening and easing supply chain disruptions were tempered by lower confidence and stronger imports, coupled with weak exports and high inflation: see Chart 1.

Chart 1

Euro area real GDP growth

(quarter-on-quarter percentage changes, seasonally and working day-adjusted quarterly data)

Note: The vertical line indicates the start of the current projection horizon.

Domestic demand contributed strongly to growth, on the back of robust private consumption growth – which was supported by lingering reopening effects during the summer months – and a large increase in investment growth. The latter trend reflected the easing of supply chains disruptions.... The positive contribution from domestic demand was largely offset by net trade, which made a strong negative contribution to real GDP growth in the third quarter. An increase in the Purchasing Managers' Index (PMI) indicator of stocks of finished goods and a drop in new orders corroborated a positive contribution from inventory-building in that quarter. Overall, growth was slightly higher in both the second quarter and the third quarter than had been expected in the September projections.

As the energy shock stemming from the war in Ukraine propagates through the economy, with high inflation and uncertainty, and cutbacks in energy-intensive industries, real GDP growth is projected to contract slightly in both the fourth quarter of 2022 and the first quarter of 2023. With the fading of the effects of the post-pandemic reopening, higher

inflation, rising bank lending rates and low business and consumer confidence and expectations are envisaged to curb both consumer and capital spending over the winter. This is reflected in the latest survey indicators, such as the PMI, which point to a broad-based contraction in economic activity in the fourth quarter of 2022, despite a further easing of supply bottlenecks which had been dampening economic activity in previous quarters. The adverse impact of inflation on real disposable income, coupled with a likely increase in savings for precautionary motives, is expected to weigh heavily on household spending at the end of the year. Amid almost record low consumer confidence and high uncertainty, the stock of excess savings accumulated during the coronavirus (COVID-19) pandemic – less than half of which is liquid and most of which is concentrated among the wealthiest households[2] - is less likely to provide a cushion against the impact of the adverse shocks on real income. Overall, real GDP is expected to contract by 0.2% in the fourth quarter of 2022 and by 0.1% in the first quarter of 2023 (with GDP growth revised down by 0.1 percentage points in both quarters compared with the September projections).

[....] Progress made on replenishing gas reserves implies that there will be sufficient supplies over the coming winter, although this is based on the assumption of reduced gas demand, with some negative economic impact. Since the finalization of the September staff projections, gas supplies from Russia have been cut further, most notably with the stoppage of flows via the Nord Stream 1 pipeline.

[....] Energy-related fiscal measures will support economic growth in 2023, however this is offset by the withdrawal of previous COVID-19-related fiscal support.

[....] From the second half of 2023 economic activity will start to recover, as the energy market rebalances, uncertainty recedes, supply bottlenecks are resolved, real incomes improve and foreign demand strengthens; the level of GDP will however remain clearly below the trajectory expected before the war in Ukraine (Chart 2). Real GDP growth is set to strengthen in the second half of 2023 and remain strong in 2024, reflecting the rebalancing of the energy market, a recovery in confidence and a reduction in uncertainty. Abating inflationary pressures will allow a recovery in real disposable income amid expected resilience in labour markets. Furthermore, the remaining supply bottlenecks are expected to be fully resolved by mid-2023, foreign demand is projected to recover and export price competitiveness against key trading partners is seen to improve. Real GDP growth is expected to moderate slightly in 2025, but to remain above its pre-pandemic historical average as catch-up effects unfold following the series of negative shocks since the start of the pandemic. Nevertheless, the level of real GDP will remain clearly below the trajectory expected one year ago.

Chart 2

Euro area real GDP

(chain-linked volumes, 4° quarter 2019 = 100)

Note: Data are seasonally and working day-adjusted. Historical data may differ from the latest Eurostat publications due to data releases after the cut-off date for the projections. The vertical line indicates the start of the current projection horizon.

[....] Turning to the components of GDP, household real consumption growth is expected to decline markedly in 2023, and to recover gradually in 2024-2025. The removal of pandemic restrictions boosted services activity and supported private consumption over the summer months, but these effects are expected to fade during the last quarter of 2022. The energy shock owing to the war in Ukraine has pushed up consumer prices and uncertainty, severely hit consumer confidence and dampened real incomes, thus negatively affecting households' real spending and possibly leading to a contraction in overall consumption in the short run. As a result, household consumption growth is expected to decline from 4.0% in 2022 to only 0.7% in 2023. Given moderating inflation and assuming receding uncertainty, coupled with relatively steady growth of disposable income, consumption will gradually recover and grow by 1.5% in 2024 and 2025. Real disposable income is projected to contract in 2023, largely on the back of high inflation, and to gradually recover in 2024-2025. Real disposable income is estimated to have declined in 2022 owing to higher inflation and lower

[....] The household saving ratio is expected to decline to below its pre-crisis level in 2023 and 2024, before recovering slightly in 2025.

[....] Housing investment is projected to contract significantly in 2023, as one of the demand components most exposed to tightening financing conditions, and to recover very slowly in the course of 2024-2025.

[....] The labour market is projected to remain resilient in the short term and to broadly follow the path of economic activity later on. Following a strong increase in 2022, employment growth is projected to decline significantly in 2023, reflecting lower labour demand on account of the slowdown in the economy. In the short term, firms are expected to adjust working

time downwards while hoarding headcount labour amid still significant labour shortages. From 2024 employment is projected to broadly keep pace with the foreseen improvements in economic activity.

(fonte:https://www.ecb.europa.eu/pub/projections/html/ecb.projections202212_eurosystemstaff~6c1855c75b.it.html#to c2)

Relevant segment and comments on operations

In light of the above considerations, in first half 2022, the chain of decorative surfaces related to the furniture and furnishing market, both in terms of furniture and flooring, also witnessed an interruption in the growth trend seen since mid-2020 and throughout 2021. Until mid-June, in fact, the entire production chain in which the Group operates worked at full capacity, with an order book still higher than normal

The outbreak of the Russian-Ukrainian conflict was one of the reasons that sparked the continued increase in the prices of certain strategic raw materials for the Group companies (titanium dioxide and pulp, animal by-products, resins) in 2022, which forced the Group to pursue the policy of transferring the increases on the sales prices to end customers. This transfer, however, became increasingly difficult over the months, due to the gradual deterioration of the economic climate, generally speaking, and of the market sentiment as early as April. This transfer took place with a longer and gradually more difficult time lag, and resulted in a decline in margins versus the prior year. This decline was felt more in the first and second quarters, and then partly lessened in the following quarters, thanks also to the initial retracement of prices of a number of raw materials (resins and animal by-products), prices that nonetheless remained at higher levels versus 31 December 2021.

With regard to the key raw materials for papermaking of the subsidiary Cartiere di Guarcino (pulp and titanium dioxide), the change in the price of pulp in 2022 was 240 USD/tonne for short fibre (with the list price increasing from 1,140 USD/tonne in December 2021 to 1,380 USD/tonne in December 2022), while the increase was 140 USD/tonne for long fibre with a peak increase of 260 USD/tonne at the end of the third quarter. The price of titanium dioxide on the European market in the first twelve months of the current year increased on average by 325 €/tonne versus fourth quarter 2021.

With regard also to the increases in energy carrier costs, the year 2022 saw a strong impact for Cartiere di Guarcino, a heavily energy-intensive company, offset in part both by tax receivables for energy- and gas-intensive companies and by the operation of the Bio Energia Guarcino power plant serving the paper mill.

The chart shows the change in the cost (€/kg) of the two mentioned raw materials of base printing paper.

Source: Internal processing on FOEX data for pulp and ICIS LOR data for titanium dioxide.

With regard to Bio Energia Guarcino, in 2022, the unit value of the incentives dropped sharply from 109.36 €/MWh in 2021 to 42.85 €/MWh in 2022, as a result of a reference price of electricity in 2021 of 125.06 €/MWh. The price of fuel sustainable supply chain bioliquids - after a slight decline in January and February, increased since March with peak year-over-year quotations of over 1,500 €/tonne, aided by high vegetable oil prices. Prices then retraced in the second half of the year to stand at an average 1,336 €/tonne, with a change versus December 2021 of 3.5% on average. Conversely, energy prices, due partly to the Russian-Ukrainian conflict, reached unprecedented levels and averaged a PUN of 303.95 €/MWh with peaks of over 500 €/MWh in the second and third quarters of the year.

Against this backdrop, Bio Energia Guarcino operated the three motor-generators in a modular way, in an effort to follow the trend of the energy and bioliquids market, with the constant intent of guaranteeing the supply of electricity to Cartiere di Guarcino at cost-effective conditions. Despite the high unit price of electricity sold, Bio Energia Guarcino saw a decline in margins in the first nine months of 2022 versus the same period of the prior year, but still ended the year with a strong improvement versus 2021, with a net profit of approximately € 517 thousand versus a loss of approximately € -60 thousand in the prior year. Margins recovered thanks to the rise in energy prices since June and the concurrent reduction in fuel prices. In the second half of the year, the Company partly used hedges through contracts for future energy sales and concurrent future purchase of bioliquids from vegetable oil. To this end, the parent company Neodecortech, in November, issued a letter of patronage worth € 16 million to the supplier Golden-Agri to guarantee the performance of contracts for future purchases of palm oil used as an alternative to the animal by-product of the subsidiary BEG.

Additionally, from 19 September until 31 March 2023, as part of the so-called Ukraine Emergency Decree (LD 14/2022), a maximization scheme was approved by the Government in favour of power generation plants that do not use gas, which includes the BEG plant. The rationale of the scheme is to encourage maximum production of this type of plant through a revenue reinstatement mechanism referring to the ARERA Resolution 111/2006. However, the determination of the reintegration system that is based on the definition of the Recognized Variable Cost (RVC) is still being discussed with ARERA/Terna. Lastly, with the conversion into law of the Decreto milleproproghe - Law Decree 2022/198 - the deadline of 31 March 2023 was extended by 12 months to 31 March 2024.

The calculation of RVCs for relevant plants is based on the guidelines of ARERA Resolution 111/06 but calculated on the operating data of the individual plant. To this end, Terna, which is in charge of managing the maximization system, has transmitted to BEG the operating data known and to be used in determining the RVC. Following Terna's notice, BEG prepared a memo for the authority to correctly define the RVC based on the operating data and the specific costs of the plant it operates. The main data submitted by BEG regard: (i) adjusted yields based on actual consumption; (ii) net energy production in light of energy sold to CDG; (iii) international and domestic logistics costs for the use of palm oil, given that ARERA takes quotations on the Rotterdam market as a reference; (iv) market references for determining the cost of fuel assuming the use of animal fats to replace palm oil; and (v) other variable production costs (Urea, Lub oil, variable maintenance, other variable industrial costs).

To date, the Company is still waiting for feedback from ARERA on the exact calculation of the RVC to be applied for revenue reinstatement. Therefore, consistent with the applicable IAS/IFRS accounting standards, the subsidiary did not post any revenue reinstatement in the financial statements for the year ended 31 December 2022, due to actual unpredictability of the accrual revenue, pending feedback from the Authority expected by 30/06/2023. For further details on this topic, reference is made to the section below on the Key Results by Operating Segment.

The above price hikes in raw materials, coupled with procurement challenges, did not materially affect the income and financial results of other Group companies at 31 December 2022, thanks to the commercial strategies that partly transferred them to the sales price lists. Proof of this is that sales were up (+11%), although margins were partly affected by the above dynamics (EBITDA down by approximately 12%). Conversely, net profit was up (+26%) versus the same period of the prior year, although this trend was affected by the MISE effect mentioned in the following section.

As for the further event that marked the period under review, in fact, mention should be made that the payable arising from the loan taken out by NDT (formerly Confalonieri Fratelli di Mario S.p.A.), on its own behalf and on behalf of Andreotti Fotoincisioni S.p.A. (formerly a Confalonieri Group company) on 20 February 1997 with the Ministry of Industry, Trade and Crafts (the "MICA", now MISE), amounting to approximately 5.7 billion lire (€ 2,943 thousand) in principal (the "MICA Loan"), for which the last repayment instalment was due on 20 February 2012, was definitively time-barred on 20 February 2022. The receivable due from Andreotti Fotoincisioni S.p.A., to which the Company had transferred part of the MICA loan due to it, was equally time-barred.

In this regard, it should be noted that the repayment obligations of the MICA Loan could have been reasonably considered already time-barred, in accordance with the provisions of Article 55 of the Bankruptcy Law and in the absence of claims of debt by MICA, as from 7 April 2011.

Nonetheless, the Company's directors, partly on the basis of the relevant legal opinions obtained and in the absence of significant case law on the matter, have decided to prudently continue to record in the Consolidated Financial Statements both the MICA payable and the related receivable due from Andreotti Fotoincisioni S.p.A., in view of the application of ordinary civil law provisions which, in the case of loan agreements, envisage that the ten-year limitation on the right to repayment starts to run as from the date of expiry of the last instalment.

Therefore, as from 20 February 2022, both the MICA payable of € 5,082 thousand (including principal and accrued interest) and the receivable from Andreotti Fotoincisioni S.p.A. of € 1,312 thousand (including principal and accrued interest) have been written off from the financial statements of the Parent Company, generating an extraordinary positive impact on the results in the Group's consolidated financial statements of first half 2022 of € 2,885 thousand (net of the tax effect), and on the reduction of the Parent Company and Group financial debt by € 5,082 thousand.

Key balance sheet, financial and income figures

Neodecortech group consolidated income statement

(Euro thousands) 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
Revenue from sales and services 196,474 100.0% 176,429 100.0% 20,045 11.4%
Changes in work in progress, semi-finished and finished
products
3,044 1.5% 255 0.1% 2,789 1093.7%
Other revenue 7,822 4.0% 2,595 1.5% 5,227 201.4%
Value of Production 207,340 105.5% 179,279 101.6% 28,061 15.7%
Raw and ancillary materials and consum. (136,540) (69.5%) (114,201) (64.7%) (22,339) 19.6%
Other operating expense (33,813) (17.2%) (25,111) (14.2%) (8,702) 34.7%
Value Added 36,987 18.8% 39,967 22.7% (2,980) (7.5%)
Personnel expense (20,996) (10.7%) (21,821) (12.4%) 825 (3.8%)
EBITDA 15,991 8.1% 18,146 10.3% (2,155) (11.9%)
Amortization and depreciation (9,759) (5.0%) (8,839) (5.0%) (920) 10.4%
Allocations (128) (0.1%) (81) (0.0%) (47) 58.0%
EBIT 6,104 3.1% 9,226 5.2% (3,122) (33.8%)
Financial expense (2,371) (1.2%) (1,333) (0.8%) (1,038) 77.9%
Financial income 5,506 2.8% 124 0.1% 5,382 4340.3%
Profit/(loss) before tax 9,239 4.7% 8,017 4.5% 1,222 15.2%
Income tax (802) (0.4%) (1,328) (0.8%) 526 (39.6%)
Profit/(loss) for the year 8,437 4.3% 6,688 3.8% 1,749 26.2%

At 31 December 2022, revenue from sales and services increased by € 20,045 thousand (+11%) versus 31 December 2021. A point worth mentioning is the continued positive growth trend that has marked the Group's segment of operation, which began in the second half of 2020 and continued throughout 2021, while in the prior year, the COVID-19 pandemic had badly hit revenue in the first half, due to production stoppages in March, April and part of May 2020. The customer order book in Neodecortech and Cartiere has declined since end June 2022, as a result of the general market trend and partly amplified by destocking movements. The decline in sales was mitigated in Neodecortech by the gradually increasing contribution of new products EOS, PPLF, and the family of laminated products, while in Cartiere the mitigation was due to both geographical diversification (US in particular) and annual contracts closed with Class A customers.

The above increases in revenue obviously take account of the transfer of prices applied to customers following the often mentioned increase in raw material prices, which continued throughout 2022. The increase in revenue recorded during the year is related basically to the increase in unit sales prices, both for Neodecortech S.p.A. and Cartiere di Guarcino S.p.A., since volumes recorded a negative year-on-year change in the range of -15%.

Other revenue is composed of core and non-core revenue, attributable to Neodecortech S.p.A. for € 2,039 thousand, to Cartiere di Guarcino for € 5,672 thousand, and to Bio Energia Guarcino for € 111 thousand. With regard to Neodecortech S.p.A., in 2022 Other revenue included the accounting of € 1,184 thousand of energy and gas tax receivables as the main item. With regard to Cartiere di Guarcino S.p.A., the following were the main items: (i) € 3,862 thousand of energy and gas tax receivables; (ii) € 762 thousand for an internal plant order; (iii) € 170 thousand of non-repayable co-financing for the Horizon Project; (iv) € 95 thousand for an insurance indemnity; (v) € 541 thousand of foreign exchange gains, offset however against the related item of foreign exchange losses, which are reclassified under Other Operating Expense; the Company operates, in fact, through hedges on the risk of foreign exchange fluctuations, including through natural hedging.

The increase in the consumption of raw and ancillary materials (+19.6%) clearly shows the impact from the increase in prices of all strategic raw materials throughout the year. This increase was transferred to end customers in the case of Neodecortech S.p.A. and Cartiere di Guarcino S.p.A., delayed by at least a quarter on average, which resulted in reduced margins. With regard to Bio Energia Guarcino S.r.l., the combined effect of the increase in the price of animal fat, which

rose by an average of +70% throughout the year, and the increase in the price of energy sold, together with the value of incentives, which remained steady and unchanged, did not lead to an increase in this cost item, with no reduction therefore in margins.

Other operating expense, up by an overall +35% (€ +8,702 thousand) versus 31 December 2021, includes increases in costs related to turnover such as "transportation" +52% (€ +2,261 thousand), but mainly "utilities" +100.4% (€ 5,609 thousand). The increases in transportation and utilities costs increased more than proportionally as they were heavily affected by the general increases, due to inflation, the prices of raw materials and their availability worldwide, which generated the increase in logistics costs and the rise in electricity and gas costs (for energy carriers, especially in the first three quarters of 2022). These costs, unlike the increases in strategic raw materials, were transferred to end customers only to a minor extent in order not to further jeopardize the tension with them.

Personnel expense at 31 December 2022 decreased by € -825 thousand versus the prior year, due to the combined effect of: (i) a Welfare allocation of € €+442 thousand disbursed on a one-time basis to all employees to offset increases in private energy bills; (ii) a resort to CIGO (Ordinary Wage Compensation Fund) in the last quarter of 2022 to offset the decline in customer orders (CDG 12,576 hours and NDT 12,454 hours); and (iii) staff turnover in Neodecortech only partly restored.

At 31 December 2022, EBITDA decreased by € -2,155 thousand, due to the above decrease in margins attributable to the only partial transfer of the entire increase in cost items incurred.

Amortization and depreciation at 31 December 2022 increased by approximately € 920 thousand, due to expenditure made by the Group, partly offset by the decrease recorded for assets fully depreciated at 31 December 2021.

In 2022, provisions of € 128 thousand consisted of € 55 thousand for the provision for doubtful accounts, and of € 73 thousand for the provision for supplementary agents' indemnity. An allocation of € 198 thousand was also made to the provision for inventory obsolescence, reclassified under Consumption of raw and ancillary materials.

With regard to financial components at 31 December 2022, the increase of € +1,038 thousand in financial expense is attributable totally to the increase in Euribor (up +2.7% versus 31 December 2021), which impacts on the weight of debt (approximately 85%) at floating rates and despite all the optimizations of the credit lines granted to the Group companies and the application of softer conditions applied to the "umbrella credit lines" in the parent company Neodecortech.

The impact of direct tax on profit for the year shows a tax rate of approximately 7% versus 17% in 2021, with the reduction attributable mainly to the non-taxable tax grants for energy- and gas-intensive companies accrued during the year, as well as - with regard to IRAP for the year - to the contraction of EBIT and the income from tax consolidation accrued within the fiscal unit established by the Group companies with the parent company Finanziaria Valentini S.p.A..

Net Profit amounted to € 8,437 thousand or 4.3% of revenue (€ 6,688 thousand at 31 December 2021 or 3.8% of revenue), and includes the effect of the non-recurring positive financial item mentioned above. For a comparison of operating trends net of this non-recurring item, reference is made to the comments in the introduction to this Report.

Adjusted net profit, net of the non-recurring financial item, at 31 December 2022, amounted to € 5,572 thousand (2.8% on revenue), down versus the net profit at 31 December 2021 of € 6,688 thousand (-19.2%). Non-recurring items in the determination of Adjusted Net Profit are the write-off of the Andreotti financial receivable net of tax (€ -997 thousand) and the MICA financial payable net of tax (€ +3,862 thousand).

Reclassified consolidated statement of financial position

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER
2021
Chg. % chg.
Trade receivables 23,836 26,632 (2,796) (10.5%)
Inventory 43,550 40,603 2,947 7.3%
Trade payables (33,694) (39,833) 6,139 (15.4%)
Operating NWC 33,692 27,402 6,290 23.0%
Other current receivables 1,269 1,084 185 17.1%
Receivables from tax consolidation 813 1,129 (316) (28.0%)
Tax receivables 5,043 2,299 2,744 119.4%
Other current payables (4,625) (4,673) 48 (1.0%)
Tax payables (703) (773) 70 (9.1%)
Payables from tax consolidation (469) (816) 347 (42.5%)
Net Working Capital 35,020 25,652 9,368 36.5%
Property, plant and equipment 78,617 78,561 56 0.1%
Intangible fixed assets 827 1,551 (724) (46.7%)
Non-current financial assets 892 1,757 (865) (49.2%)
Other non-current assets 180 19 161 847.4%
Fixed assets 80,516 81,888 (1,372) (1.7%)
Post-employment benefits (2,131) (2,587) 456 (17.6%)
Provisions for risks and charges (774) (977) 203 (20.8%)
Deferred tax assets and liabilities (4,622) (4,166) (456) 10.9%
Net Capital Employed 108,009 99,811 8,198 8.2%
Equity 77,274 70,465 6,809 9.7%
Cash funds (12,042) (13,491) 1,449 (10.7%)
Other current financial receivables - - - 0.0%
Current financial liabilities 20,683 19,616 1,067 5.4%
Non-current financial liabilities 22,094 23,220 (1,126) (4.8%)
Net Financial Debt 30,735 29,345 1,390 4.7%
Equity and Net Financial Debt 108,009 99,811 8,198 8.2%

The increase in sales recorded in 2022 (+11% versus the prior year), as is normally the case, resulted in an increase in Net Working Capital ("NWC"). This change was also affected by the procurement policy of the Subsidiary BEG, which, in the latter part of the year, leaned more toward cash payments of palm oil instead of animal by-products to take advantage of lower costs.

Specifically, the changes in NWC were due to: (i) a decrease in trade payables of € -6,139 thousand (-15.4%) as a result of the above change in procurement policy, which involved short-term payments of the purchased material, which more than offset the increase in payables related to the inflationary effect of raw materials and energy; (ii) a decrease in trade receivables of € -2,796 thousand (-10.5%), reflecting at 31 December 2022 the decrease in sales recorded in the fourth quarter; and (iii) an increase in inventory of € +2,947 thousand (+7.3%), mainly for inflation reasons.

The change in property, plant and equipment shows a difference of € +56 thousand, the combined effect of the increase in assets due to new expenditure (€ +8,950 thousand) and the recognition of 2022 depreciation amounting to € 9,759 thousand. New expenditure made during the year is attributable to the parent company for the purchase of the new impregnating line that will be up and running in 2023 and the photovoltaic plant in Casoli, in addition to measures aimed at increasing the efficiency of existing plants. Expenditure was also made in the subsidiaries, aimed at increasing the productivity of paper mill paper machines, plant optimization as well as maintenance expenditure. All of the Group's

plants are continuing their 4.0 process redesign actions. Disposals in 2022, amounting to € 257 thousand, refer mainly to the sale of plant-machinery and equipment no longer in use.

Amortization and depreciation for the year amounted to € 9,759 thousand, up versus 31 December 2021 (€ 8,839 thousand), due to expenditure for the year and approaching of the end of the useful life of the assets of the subsidiary BEG, which impacts with a higher rate of depreciation related to the most recent expenditure (the end of the useful life of BEG assets is set at 2025 with the end of the current incentive system).

Consolidated Financial Debt at 31 December 2022 and 31 December 2021, in accordance with ESMA/2013/319 Recommendations and the new guidelines published on 4 March 2021, is shown below:

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER
2021
Chg. % chg.
A. Cash funds (12,042) (13,491) 1,449 -10.7%
B. Cash and cash equivalents 0 0 0 0.0%
C. Other current financial assets 0 0 0 0.0%
D. Cash (A) + (B) + (C) (12,043) (13,491) 1,448 -10.7%
E. Current financial debt 13,489 13,608 -119 -0.9%
F. Current portion of non-current debt 7,194 6,008 1,186 19.7%
G. Current financial debt (E)+(F) 20,683 19,616 1,067 5.4%
H. Net current financial debt (G)-(D) 8,640 6,125 2,515 41.1%
I. Non-current financial debt 22,095 23,220 (1,125) -4.8%
J. Debt instruments 0 0 0 0.0%
K. Trade payables and other non-current payables 0 0 0 0.0%
L. Non-current financial debt (I)+(J)+(K) 22,095 23,220 (1,125) -4.8%
M. Total financial debt (H)+(L) 30,735 29,345 1,390 4.7%

The Group's Financial Debt at 31 December 2022 stood at € 30,735 thousand (€ +1,390 thousand versus 31 December 2021); as a ratio to EBITDA (€ 15,991 thousand), this results in a leverage ratio (Net Debt/EBITDA) of the Group of 1.9.

The sharp decrease in Group Financial Debt recorded in 2121 versus the prior year (€ -10,560 thousand versus 31 December 2020), had enabled the Group to achieve a leverage ratio (Net Debt/EBITDA) of 1.6 versus 2.7 in 2020.

Cash funds (A), while decreasing by € -1,449 thousand versus 31 December 2021, remain extremely high, as they are related both to the Group's general ability to generate cash, despite heavy expenditure in the year of approximately € 9 million, payment of dividends of approximately € 2 million, and the disbursement of a long-term loan of € 10 million to the Subsidiary. The figure for cash funds (A) at 31.12.2021 was high as well as it benefited at the time from the exercise of warrants from October to December 2021, which led in Neodecortech S.p.A. to an increase in equity and financial resources of € 2,811 thousand.

Non-current financial payables (I) decreased by € -1,125 thousand due to the effect of:

  • (i) of repayments of medium-/long-term loan installments of Group companies amounting to € -5,077 thousand;
  • (ii) the repayment of lease instalments of the subsidiary Bio Energia Guarcino amounting to €-2,110 thousand; (iii) the OES part of the new medium/long-term loans taken out by Group companies amounting to € 12,500
  • thousand,
  • (iv) as explained in greater detail in the Notes, other non-current financial payables still include the payable due to the Ministry of Industry, Trade and Crafts ("MICA") by the Parent Company and amounting to € 5,082 thousand at 31 December 2021 (including principal and interest accrued over the years), which was

derecognized as at 20 February 2022 from the Parent Company's financial statements, as it is has been finally time-barred.

Key results by operating segment

In order to provide adequate disclosure of the nature and characteristics of revenue, revenue as required by IFRS 8 is broken down below. The table below shows the change between 31 December 2022 and 31 December 2021 in the main income statement indicators and in the main balance sheet indicators, both broken down by operating segment, gross of intercompany items (reference is made to the segment reporting in the Notes to the Financial Statements for net intercompany items).

Income Statement

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Printed Decorative Paper Division
Revenue from sales and services 75,448 100.0% 76,940 100.0% (1,492) (1.9%)
EBITDA 5,234 6.9% 8,239 10.7% (3,005) (36.5%)
EBIT 1,656 2.2% 4,774 6.2% (3,118) (65.3%)
Profit (loss) for the year 8,437 11.2% 6,688 8.7% 1,749 26.2%
Decorative Paper Division
Revenue from sales and services 95,102 100.0% 78,835 100.0% 16,267 20.6%
EBITDA 6,592 6.9% 7,068 9.0% -476 (6.7%)
EBIT 3,478 3.7% 4,079 5.2% -601 (14.7%)
Profit (loss) for the year 3,556 3.7% 2,620 3.3% 936 35.7%
Energy Division
Revenue from sales and services 54,307 100.0% 40,766 100.0% 13,541 33.2%
EBITDA 4,209 7.8% 2,806 6.9% 1,403 50.0%
EBIT 1,241 2.3% 566 1.4% 675 119.3%
Profit (loss) for the year 517 1.0% (61) (0.1%) 578 (947.5%)

Statement of financial position

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER 2021 Chg. % chg.
Printed Decorative Paper Division
Operating NWC 9,108 8,025 1,083 13.5%
Net Working Capital 6,689 4,382 2,307 52.6%
Equity (77,274) (70,465) (6,809) 9.7%
Net Financial Debt (3,700) (5,898) 2,198 (37.3%)
Decorative Paper Division
Operating NWC 18,668 18,494 174 0.9%
Net Working Capital 19,205 16,646 2,559 15.4%
Equity (37,130) (33,414) (3,716) 11.1%
Net Financial Debt (26,874) (26,262) (612) 2.3%
Energy Division
Operating NWC 6,058 979 5,079 518.9%
Net Working Capital 9,268 4,720 4,548 96.4%
Equity (11,025) (10,504) (521) 5.0%
Net Financial Debt (7,628) (6,212) (1,416) 22.8%

Amounts before intercompany transactions

Results of Neodecortech S.p.A.

Business performance

(Euro thousands) 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
Revenue from sales and services 75,448 100.0% 76,940 100.0% (1,492) (1.9%)
Changes in work in progress, semi-finished and finished
products
(136) (0.2%) (487) (0.6%) 351 (72.0%)
Other revenue 2,309 3.1% 1,409 1.8% 900 63.9%
Value of Production 77,621 102.9% 77,862 101.2% (241) (0.3%)
Raw and ancillary materials and consum. (47,994) (63.6%) (46,149) (60.0%) (1,844) 4.0%
Other operating expense (13,157) (17.4%) (11,626) (15.1%) (1,531) 13.2%
Value Added 16,470 21.8% 20,087 26.1% (3,617) (18.0%)
Personnel expense (11,236) (14.9%) (11,847) (15.4%) 612 (5.2%)
EBITDA 5,234 6.9% 8,239 10.7% (3,005) (36.5%)
Amortization and depreciation (3,450) (4.6%) (3,384) (4.4%) (65) 1.9%
Allocations (128) (0.2%) (81) (0.1%) (47) 58.0%
EBIT 1,656 2.2% 4,774 6.2% (3,118) (65.3%)
Financial expense (1,599) (2.1%) (434) (0.6%) (1,165) 268.4%
Financial income 8,926 11.8% 3,102 4.0% 5,824 187.8%
Profit/(loss) before tax 8,983 11.9% 7,441 9.7% 1,542 20.7%
Income tax (546) (0.7%) (753) (1.0%) 207 (27.5%)
Profit/(loss) for the year 8,437 11.2% 6,688 8.7% 1,749 26.2%

Revenue from sales and services amounted to € 75,448 thousand at 31 December 2022, decreasing by € -1,492 thousand (-1.9%) versus 31 December 2021. A point worth mentioning is that the positive growth trend that has marked the Group's segment of operation, which began in the second half of 2020 (the COVID-19 pandemic had badly hit revenue in the first half, due to production stoppages in March, April and part of May 2020) and continued throughout 2021 and first half of 2022, thanks also to the gradually increasing contribution of the new products EOS, PPLF, and of the family of laminated products, suffered a setback starting from mid-year, for the reasons mentioned above and related to the deterioration of the general macroeconomic environment.

The geographical distribution of revenue in 2022 versus 2021 is shown below.

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Italy 39,831 52.8% 35,022 45.5% 4,809 13.7%
Europe 32,010 42.4% 37,219 48.4% (5,209) (14.0%)
Asia 845 1.1% 1,372 1.8% (527) (38.4%)
Middle East 732 1.0% 872 1.1% (140) (16.1%)
America 1,001 1.3% 976 1.3% 25 2.6%
Africa 1,029 1.4% 1,479 1.9% (450) (30.4%)
Total 75,448 100.0% 76,940 100.0% (1,492) (1.9%)

The -1.9% decrease in 2022 revenue versus the prior year was affected by the partial transfer of the increase in prices of strategic raw materials, particularly of decorative paper, plastic films and resins, on prices to end customers, and can be broken down between changes in volumes and changes in unit sales prices. Specifically, on a year-on-year basis, the volume variance impacted by -21.1% versus 31 December 2021, while the price variance impacted by +19.2%.

Other revenue for the year ended 31 December 2022 is related mainly to tax receivables for energy- and gas-intensive companies totaling € 1,178 thousand.

The increase in the percentage of the consumption of raw and ancillary materials (+4%) clearly shows the impact of the increase in the prices of all strategic raw materials throughout the year. This increase was not fully transferred to end customers, resulting in lower margins versus 2021.

Other operating expense was up (€ +1,531 thousand) versus 31 December 2021, carrying a greater impact (17.4% versus 15.1% in 2021), due mainly to the growth in "utilities" (+88.6%). Conversely, due to declining sales volumes and different mix of sales business areas, "transportation" (-13.8%) and "bonuses and commissions" (-31.2%) decreased. The increases in transportation costs by route and utilities costs increased more than proportionally as they were heavily affected by the general increases, due to inflation, the prices of raw materials and their availability worldwide, which generated the increase in logistics costs and the rise in electricity and gas costs (for energy carriers, especially in the first three quarters of 2022). These costs, unlike the increases in strategic raw materials, were transferred to a minor extent to end customers, with a resulting impact on margins.

Consultancy costs were up by 16.6% or by € 246 thousand versus 31 December 2021, due to the Group's commitment to governance and sustainability topics. The cost related to the ongoing activity of selecting a new ERP system and business transformation is included in intangible assets in progress.

The decrease in personnel expense, amounting to € -612 thousand, refers to the slight decrease in personnel in the second half of the year and partly restored, and to the resort to CIGO in the last quarter of 2022 to counter the decline in customer orders (12,454 hours of CIGO).

Amortization and depreciation at 31 December 2022 increased by € 65 thousand versus 2021, as a result of new capital expenditure.

In 2022, provisions of € 128 thousand consisted of € 55 thousand for the provision for doubtful accounts, and of € 73 thousand for the provision for supplementary agents' indemnity. An allocation of € 198 thousand was also made to the provision for inventory obsolescence, reclassified under Consumption of raw and ancillary materials.

In 2022, as far as financial income/expense is concerned, mention should be made of the above write-off from the financial statements of both the payable to MICA amounting to € 5,082 thousand (including principal and accrued interest) and the receivable from Andreotti Fotoincisioni S.p.A. amounting to € 1,312 thousand (including principal and accrued interest), which respectively had an impact on financial income and financial expense. The change in financial income is due also to the adjustment of the value of the investment in Cartiere di Guarcino S.p.A. according to the equity method (€ +3,524 thousand). "Pure" financials show a positive balance: bank interest expense amounted to € 182 thousand against interest income of € 268 thousand, mainly for loans provided to subsidiaries.

With regard to the impact of direct tax on profit for the year, the tax rate stood at approximately 6%, a minor reduction versus the prior year (8%) and linked mainly to lower IRAP for the year as a result of the drop in EBIT and income from the tax consolidation with the Valentini Group.

Net Profit amounted to € 8,437, thousand or 11.2% of revenue (€ 6,688 thousand at 31 December 2021, or 8.7%), which includes the non-recurring positive financial item from MICA and Andreotti Fotoincisioni S.p.A. as explained above. The resulting impact (net of the tax effect) totals € 2,865 thousand.

Adjusted net profit, net of this non-recurring item at 31 December 2022 amounted to € 5,572 thousand (7.4% of revenue), down versus the net profit of € -1,116 thousand (-16.7%) at 31 December 2021.

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER
2021
Chg. % chg.
Trade receivables 8,876 10,248 (1,372) (13.4%)
Trade receivables - intercompany 2 1 1 44.9%
Inventory 8,238 8,232 6 0.1%
Trade payables (8,008) (10,444) 2,436 (23.3%)
Trade payables - Intercompany - (12) 12 (100.0%)
Operating NWC 9,108 8,025 1,083 13.5%
Other current receivables 212 120 91 75.9%
Receivables from tax consolidation - - - 0.0%
Tax receivables 1,314 281 1,033 367.4%
Other current payables (3,097) (3,230) 133 (4.1%)
Tax payables (379) (347) (31) 9.1%
Payables from tax consolidation (469) (466) (3) 0.6%
Net Working Capital 6,689 4,382 2,306 52.6%
Property, plant and equipment 31,579 30,878 700 2.3%
Intangible fixed assets 589 651 (62) (9.5%)
Financial fixed assets 37,129 33,344 3,785 11.4%
Non-current financial assets 348 1,312 (965) (73.5%)
Non-current financial assets - IC 7,467 9,027 (1,560) (17.3%)
Other non-current assets 161 7 154 2142.7%

Reclassified Statement of Financial Position of Neodecortech S.p.A.

Fixed assets 77,272 75,219 2,053 2.7%
Post-employment benefits (746) (1,003) 257 (25.6%)
Provisions for risks and charges (211) (382) 171 (44.8%)
Deferred tax assets and liabilities (2,030) (1,854) (175) 9.5%
Net Capital Employed 80,974 76,363 4,611 6.0%
Equity 77,274 70,465 6,809 9.7%
Cash funds (3,051) (9,152) 6,101 (66.7%)
Other current financial receivables - - - 0.0%
Other current financial receivables IC (3,560) (1,560) (2,000) 128.2%
Current financial liabilities to banks 2,735 2,128 607 28.5%
Current financial liabilities to other lenders 75 14 61 433.0%
Current financial liabilities IC - - - 0.0%
Non-current financial liabilities to banks 7,220 9,354 (2,134) (22.8%)
Non-current financial liabilities IC - - - 0.0%
Non-current financial liabilities to other lenders 281 5,114 (4,833)
Net Financial Debt 3,700 5,898 (2,198) (37.3%)
Equity and Net Financial Debt 80,974 76,363 4,611 6.0%

At 31 December 2022, the operating NWC came to € 9,108 thousand, increasing by € 1,083 thousand versus the prior year (+14%). The item comprises a reduction in payables to suppliers more than proportional to the reduction in receivables from clients and a steady level of inventory. The NWC increased due to growth in tax receivables (€ 1,314 thousand), attributable to VAT receivable, CNM tax receivable, tax receivable for energy- and gas-intensive companies, 4.0 tax receivable and other minor items.

Capital expenditure in property, plant and equipment amounting to € 3,905 thousand refers to the purchase of new machinery, the construction of the photovoltaic system at the Casoli D'Atri production plant, and maintenance, improvement and efficiency expense for existing plants. Disposals in 2022 amounted to € 256 thousand and refer mainly to the sale of plant-machinery and equipment no longer in use.

The change in financial fixed assets is related to the adjustment of the value of the investment held in CDG, measured using the equity method, and the establishment of NDT energy S.r.l. with a fully paid-up share capital of € 100 thousand.

The net financial debt of Neodecortech S.p.A. at 31 December 2022 and 31 December 2021, according to the ESMA guidance approved on 4 March 2021, is shown below:

(Euro thousands) 31 DECEMBER 2022 31 DECEMBER 2021 Chg.
A. Cash funds (3,051) (9,152) 6,101
B. Cash and cash equivalents 0 0 0
C. Other current financial assets (3,560) (1,560) (2,000)
D. Cash (A) + (B) + (C) (6,611) (10,712) 4,101
E. Current financial debt 599 7 592
F. Current portion of non-current debt 2,210 2,135 75
G. Current financial debt (E)+(F) 2,809 2,142 666
H. Net current financial debt (G)-(D) (3,802) -8,570 4,768
I. Non-current financial debt 7,501 14,468 (6,967)
J. Debt instruments 0 0 0
K. Trade payables and other non-current payables 0 0 0
L. Non-current financial debt (I)+(J)+(K) 7,501 14,468 (6,967)
M. Total financial debt (H)+(L) 3,700 5,898 (2,198)

The sharp decrease in the financial debt amounted to € -2,119 thousand versus 31 December 2021, and results in a net financial debt of € 3,699 thousand at 31 December 2022; with EBITDA at € 5,234 thousand, the leverage ratio (Net Debt/EBITDA) stands at 0.7.

The decrease in cash funds (A) versus 31 December 2021 by € 6,101 thousand is explained mainly by expenditure made during the year for € 4,249 thousand and payment of dividends for € 1,978 thousand.

Non-current financial payables (I) decreased by € 6,967 thousand due to repayment of installments on medium/longterm loans and the write-off of the MICA financial payable, as explained below.

As explained in greater detail in the Notes to the Financial Statements, non-current financial payables still included at 31 December 2021 Neodecortech S.p.A.'s debt towards "MICA" amounting to € 5,082 thousand (including principal and interest accrued over the years). This payable, at 20 February 2022, was derecognized from the Parent Company's financial statements as it is has been finally time-barred. The limitation and resulting derecognition of the liability in the financial statements are corroborated by the opinions of the Parent Company's legal advisors.

The following is a reconciliation between Parent Company equity and results and the Consolidated Financial Statements at 31 December 2022:

CONSOLIDATED FIGURES IN EURO THOUSANDS EQUITY
31
DECEMBER
2022
PROFIT
(LOSS) FOR
THE YEAR
31
DECEMBER
2022
EQUITY
31
DECEMBER
2021
PROFIT
(LOSS) FOR
THE YEAR
31
DECEMBER
2021
Equity and profit for the year attributable to the parent company 77,274 8,437 70,465 6,688
Elimination of the carrying amount of consolidated investments:
Difference between carrying amount and pro-rata amount of equity - -
Currency translation difference - -
Pro-rata results of investees 4,073 2,559
Cancellation of write-downs/write-backs of investments (3,880) (2,420)
Amortization of fair value of fixed assets (allocation of BEG goodwill) (162) (162)
Elimination of the effects of transactions between consolidated companies:
Intercompany profits included in the value of closing inventory - (31) - 23
Intercompany profits on disposal of fixed assets - - - -
Equity and profit for the year attributable to the shareholders of the parent
77,274 8,437 70,465 6,688
Non-controlling interests - - - -
Total equity 77,274 8,437 70,465 6,688

Business and financial performance of the subsidiaries

CARTIERE DI GUARCINO S.P.A.

Business performance

(Euro thousands) 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
Revenue from sales and services 95,102 100.0% 78,835 100.0% 16,266 20.6%
Other revenue 6,050 6.4% 1,429 1.8% 4,621 323.3%
Total revenue 101,152 106.4% 80,264 101.8% 20,887 26.0%
EBITDA 6,592 6.9% 7,068 9.0% (476) (6.7%)
Amortization and depreciation 3,114 3.3% 2,988 3.8% 126 4.2%
Allocations 0 0.0% 0 0.0% 0 0.0%
EBIT 3,478 3.7% 4,079 5.2% (602) (14.7%)
Profit (loss) for the year 3,556 3.7% 2,620 3.3% 936 35.7%

The Company confirms its strong bent for export, which accounts for 58% of annual sales, with the presence of its brand particularly in Europe, with an impressive growth in America (+280%), and more marginally in Asia and neighbouring Middle East countries.

On the production side, typical logics related to the organizational approach of lean production have been applied for years now, with related expenditure referring to Industry 4.0 plans. Generally speaking, much attention is paid to the ongoing increase in output, aimed at improving the company's competitive edge.

The operating-financial results of Cartiere di Guarcino S.p.A. at 31 December 2022 show a growing turnover (+21%), a moderate decline in EBITDA (-7%) and a rising net profit (+36%) versus the same period of the prior year. The impact of tax is almost zero, due to the non-taxability, IRES and IRAP, of the tax receivable for energy- and gas-intensive companies.

On the raw materials front, a review is given of the price trends of the two strategic materials, pulp and titanium dioxide, which together account for 85% of the total raw materials used.

The geographical distribution of revenue in 2022 versus 2021 is shown below.

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
%
2021
Chg. % chg.
Italy 40,069 42.1% 37,384 47.4% 2,685 7.2%
Europe 38,152 40.1% 36,063 45.7% 2,089 5.8%
Asia 776 0.8% 537 0.7% 240 44.7%
Middle East 127 0.1% 634 0.8% (507) (79.9%)
America 15,977 16.8% 4,218 5.4% 11,759 278.8%
Africa 0 0.0% 0 0.0% 0 0.0%
Total 95,102 100.0% 78,835 100.0% 16,267 20.6%

On the raw materials front, a review is given below of the price trends of the two strategic materials, pulp and titanium dioxide, which together account for 85% of the total raw materials used.

Regarding the pulp market, the first half of 2022 saw the continued price growth that had marked 2021, driven by a continued positive demand on the one hand, and delays in the startup of new production on the other. Short fibre's list price changed from USD 1,140 in December 2021 to USD 1,380 in July 2022, and then stopped at this price level for the whole of 2022. Long Fibre in turn rose from a list price of USD 1,260 in December 2021 to peak at USD 1,520 in August and September 2022 and then began to decline to USD 1,400 in December 2022.

The following is the trend of gross prices for Short Fibre (FOEX data).

Source FOEX

The following is the trend of gross prices for Long Fibre (FOEX data).

Source FOEX

Titanium dioxide quotations increased again in 2022, although to a minor extent than in 2021. In the first 3 quarters, the increase averaged approximately 475 €/tonne from 3,150 €/tonne in December 2021 to an average price of 3,577 €/tonne at end September 2022. Fourth quarter 2022 saw a reduction of approximately 100 €/tonne, due mainly to a decline in demand and also to highly competitive offers from China, whose domestic market also came to a standstill as a result of the restrictive policies put in place to counter the spread of COVID-19.

Source ICS

Other Operating Expense deteriorated sharply (+115%) versus the prior year, due to rising energy prices, despite the good production continuity, driven by a rather robust demand that allowed for an operation of approximately 280 working days and resulting increase in plant efficiency.

Financial performance

(Euro thousands) 31
DECEMBER
2022
31
DECEMBER
2021
Chg. % chg.
Net Working Capital 19,205 16,646 2,559 15.4%
Equity 37,130 33,414 3,716 11.1%
Net Financial Debt (26,874) (26,262) 612 (2.3%)

At 31.12.2022, the Operating NWC was basically in line with the prior year; the net NWC increased by € 2,559 thousand, due mainly to the effect of the tax receivable for energy- and gas-intensive companies accrued in the fourth quarter and not yet offset at 31 December 2022.

The change in financial fixed assets is related to the adjustment of the value of the investment under the equity method in the subsidiary Bio Energia Guarcino S.r.l. (€ 355 thousand).

Net financial debt at 31 December 2022 was basically in line with the prior year, recording however a better balance between short- and long-term sources thanks to the disbursement of a new loan with MPS Capital Services S.p.A. of € 10 million, with Sace guarantee under the SupportItalia measure.

Mention should be made that Net Financial Debt at 31 December 2021 amounted to € 26,062 thousand, reduced by - 22% versus the prior year, as a result of the waiver of € 5,000 thousand by the Parent Company Neodecortech S.p.A. and waiver of the short-term receivable of € 1,900 thousand in favour of the Subsidiary Bio Energia Guarcino S.r.l.. However, the chain recapitalization of Group companies had an impact on Bio Energia Guarcino S.r.l. in the amount of € 2,700 thousand, since the long-term receivable of € 800 thousand, reclassified under fixed assets, had also been waived.

Overall, the NFP in the five-year period 2018-2022 improved by approximately € 13 million.

With regard to the parent company Neodecortech S.p.A., the loan position is as follows:

§ loan of € 17,642 thousand, novated on 21 December 2018 by rescheduling in 136 monthly installments for the amount of € 130 thousand effective from 31 December 2019, € 1,560 thousand repaid in 2022 with a remaining debt of € 9,027 thousand.

BIO ENERGIA GUARCINO S.R.L.

Business performance

(Euro thousands) 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
Revenue from sales and services 54,307 100.0% 40,766 100.0% 13,541 33.2%
Other revenue 111 0.2% 196 0.5% (85) (43.2%)
Total revenue 54,418 100.2% 40,962 100.5% 13,456 32.9%
EBITDA 4,209 7.8% 2,806 6.9% 1,404 50.0%
Amortization and depreciation 2,969 5.5% 2,240 5.5% 729 32.5%
Allocations 0 0.0% 0 0.0% 0 0.0%
EBIT 1,241 2.3% 566 1.4% 675 119.2%
Profit (loss) for the year 517 1.0% (61) (0.1%) 578 (949.7%)

The increase in revenue recorded in 2022 is closely related to the strong growth in the energy market throughout 2022, with the PUN averaging 303.95 €/MWh. The rise in energy prices in 2022, as known, affected all major European markets and stems from the sharp increase in gas prices that had already started back in 2021 and then exacerbated as a result of the Russian-Ukrainian conflict, which led to a reduction in gas and oil supplies to European markets and fuelled gas prices in particular and then energy prices to all-time highs.

The analysis at 31 December 2022 shows a +50% increase in EBITDA versus 2021, attributable to the spike in energy prices not fully absorbed by the increase in raw material prices, fuel prices (animal by-products) in particular.

The animal fats market showed a strong growth trend in 2022 in the wake of the trend of vegetable, palm and soybean oil in particular, which it is a substitute of.

The raw materials front saw a slight decrease in the percentage from 83% in the prior year to 82% in 2022 for the above reasons.

The Company, as the Group, adopted a welfare policy for its employees in 2022 to offset the increases in energy bills and, more generally, the spike in inflation. Nevertheless, the impact of labour costs decreased slightly.

Financial expense increased due to the rise in Euribor (up by +2.7% versus 31 December 2021), which impacts on the weight of debt entirely at floating rates.

In 2022, the Bio Energia Guarcino S.r.l. plant worked 20,861 hours, down versus the prior year when it worked 21,776 hours, generating a production of approximately 139,417 MWh versus 145,915 MWh in the prior year. The lower output is attributable to lower operating time, due mainly to reduced operations in the second quarter, based only on the needs of Cartiere, as a result of high fuel costs not sufficiently offset by the value of energy. Management therefore opted for limited and sustained operation from stock fuel until, starting in late June, the price of fuel began to decline while the price of energy rose to peaks in August. Energy fed into the grid totaled 92,010 MWh versus 92,083 MWh in 2021. Conversely, energy sold to CDG amounted to 41,888 MWh, down from 48,159 MWh in 2021, due to the decrease in Cartiere di Guarcino's output in the second half of the year, following a decline in the core market from July to the lows in the last months of the year.

The animal fats market continued the growth that had started in 2021 through June, recording an average increase of approximately 27%, then substantially lost in the second half of the year. The average change in 2022 was approximately 3.5% versus December 2021. The market trend for animal fats was strongly affected by the market for vegetable oils, which it is a substitute of, palm oil in particular, whose quotations reached all-time highs and then retraced in the second half of the year, partly as a result of an export restriction policy pursued by Indonesia to boost the domestic market.

2022
ANIMAL FAT December 21 March June September December Difference %
FFA 2-3% - M&I 1% 1,230 1,376 1,568 1,413 1,332 102 8.27%
FFA 4% - M&I 1% 1,210 1,354 1,548 1,373 1,282 72 5.92%
FFA max 7% - M&I 1% 1,180 1,316 1,505 1,280 1,190 10 0.85%
FFA max 10% - M&I 1% 1,165 1,293 1,480 1,245 1,155 -10 -0.86%

Financial performance

(Euro thousands) 31
DECEMBER
2022
31
DECEMBER
2021
Chg. % chg.
Net Working Capital 9,268 4,720 4,548 96.3%
Equity 11,025 10,504 521 5.0%
Net Financial Debt (7,628) (6,212) 1,415 (22.8%)

The changes in NWC refer to the increase in trade receivables for € 3,335 thousand, due to the increase in the price of energy, the increase in the value of the bioliquids inventory for € 1,183 thousand, the decrease in trade payables for € 880 thousand, and the decrease in tax receivables related to withholding tax applied by the GSE at the time of the granting of incentives (due to the decrease in their value as explained).

Net financial debt at 31 December 2021 stood at € 7,628 thousand, increasing versus the prior period and as a result of the increase in NWC.

Net financial debt at 31 December 2022 amounted to € 7,628 thousand, increasing by 23% versus 2021 (€ 6,212 thousand), which, however, had decreased significantly versus 2020 (€ 10,232 thousand at 31 December 2020, -39.3%), due to the total waiver of the financial receivable by the parent company Cartiere di Guarcino S.p.A. in the amount of € 2.7 million, the effect of a chain recapitalization of Group companies.

In August 2022, the Company obtained an unsecured loan from Banca Popolare di Sondrio S.p.A. for € 1,500 thousand with a 17-month term.

Main Alternative Performance Measures (APMs)

The European Securities and Market Authority (ESMA) has published guidelines on Alternative Performance Measures ("APMs") for listed issuers.

The APMs constitute information used by Management and investors to analyze the trends and performance of the Group, which are directly derived from the financial statements, even though not required by IAS/IFRS. These measures, used by the Group continuously and consistently for several years now, are relevant to assist Management and investors in analyzing the Group's performance. Investors should not consider these APMs as substitutes, but rather as additional information to the figures included in the financial statements. It should be noted that the APMs as defined may not be comparable to APMs of a similar name used by other listed groups.

The definition of the main APMs used in this Directors' Report on Operations is given below:

  • § EBITDA and EBIT: alternative performance measures not defined by IAS/IFRS but used by Group Management to monitor and measure its performance, as they are not affected by volatility, due to the effects of the range of criteria for determining taxable income, the amount and characteristics of the capital employed and - for EBITDA - the amortization/depreciation policies. These measures are also commonly used by analysts and investors to assess company performance;
  • § ADJUSTED NET PROFIT: a measure used by Management to strip net profit of the effect of non-recurring cost and revenue components;
  • § OPERATING WORKING CAPITAL, NET WORKING CAPITAL, FIXED ASSETS and NET INVESTED CAPITAL Allow a better assessment of both the ability to meet short-term trade commitments through current trade assets and the consistency of the structure of loans and sources of financing in terms of time;

§ NET FINANCIAL DEBT: the figure shown is in line with the value of net financial debt determined in accordance with the recommendations of the CESR (Committee of European Securities Regulators) of 10 February 2005 and referred to by CONSOB. It also takes account of the ESMA recommendations of March 2021. This measure allows a better assessment of the overall level of debt, capital strength and debt repayability.

Main risks and uncertainties to which Neodecortech S.p.A. and the Group are exposed

The Group's risk management is based on the principle of accountability that the risk is managed by the person in charge of the business process directly involved.

The main risks are reported and discussed at the top management level of the Group companies in order to create the conditions for their management, coverage, insurance and assessment of the residual risk.

Financial risks - for a detailed analysis of which reference should be made to the Notes to the Financial Statements in "Financial Risk Management" of the separate and consolidated financial statements - are managed within the framework of specific directives of an organizational nature that govern their management and the oversight of all transactions that are strictly relevant to the composition of assets and liabilities of a financial and trade nature. Risks are also monitored by means of a structured system (ERM) for all Group companies, with specific reporting to the relevant Board of Directors and, in aggregate form, to the Board of Directors of the Parent Company.

Below is an analysis of risks and the resulting uncertainties.

Non-financial risks

Risks associated with the general economic situation

As the Group operates in a global competitive scenario, its financial position, results and cash flows are affected by the general conditions and performance of the world economy and, also during 2022, by the COVID-19 pandemic and the Russian-Ukrainian conflict. Any negative economic cycle or political instability in one or more relevant geographical markets may influence the Company's performance and strategies and affect its future prospects in both the short and medium/long term. In order to alleviate risk, the Group operates both nationally and internationally, in order to diversify the source of its sales.

This is to avoid both the concentration of sales from a single country

and to adopt business strategies that allow it not to depend on customers located in high-risk countries. Specifically, in light of the Russian-Ukrainian conflict that broke out at end February 2022, the Group can attest that it has not carried out any development activities or invested in these countries, and purchases and sales in both Russia and Ukraine are negligible. Except for sales of Cartiere goods that were not embargoed. Despite that, the lingering effects of the conflict could affect the consumption propensity of furniture and flooring buyers and therefore indirectly impact on the Group's results.

Risks associated with the spread of COVID-19

Following the spread of COVID-19 during 2020 and throughout 2021-2022, Management kept a watchful eye on the developments of the pandemic, promptly adopting all the necessary measures for the prevention, control and containment of the virus at its plants, in order to protect the health of employees and associates, introducing changes to production layouts, the sanitization of premises, the provision of personal protective equipment, temperature measurement, and serological tests, as well as adopting hygiene

regulations and social distancing, while making use of smart working.

The Group continues to monitor developments very closely and take any mitigation measures that may be required. For further details, reference should be made to the section "Impacts from the CORONAVIRUS pandemic (COVID-19)" in this Report.

Risks associated with the level of competitiveness and cyclicality in the segment

Demand trends are cyclical and vary according to the general economic conditions and the consumption propensity of end customers. An adverse trend in demand, or if the Group is not able to adapt effectively to the external market context, could have a significant negative impact on the Group's business prospects, as well as on its performance and financial situation. Most of the Group's revenue is generated in the decorative papers and industrial paper sectors. The Group

Risks associated with sales on international markets

Part of the Group's sales takes place outside the European Union. The Group is therefore exposed to the risks related to exposure to local economic and political conditions and to the possible implementation of restrictive import and/or export policies. The Group

Risks associated with fluctuations in the price of raw materials and components

The Group's exposure (in particular the Paper and Energy Division) to the risk of an increase in prices of raw materials for production. In order to manage these risks, the Group constantly monitors the market prices of the raw materials it procures for its activities in order to promptly anticipate any significant price increases, always keeping at least two suppliers that are able to supply the same quantity and quality of raw materials. In this context however, the Group does not carry out specific hedges against these risks but rather tends to implement targeted purchasing policies to ensure

Risks associated with the ability to propose innovative products

The success of the Group's activities depends on its ability to maintain or increase its share in its markets of operation and/or to expand into new markets through innovative, high-quality products that ensure adequate levels of profitability. Specifically, should the Group be unable to develop and offer innovative and competitive products compared to those of its main competitors in terms of price and quality, the Group's market shares could shrink, impacting negatively on its business competes primarily in Europe with other major international groups. These markets are all highly competitive in terms of product quality, innovation and price. The Group has launched new product lines in order to seize new market segments that are more lucrative than traditional business; these new lines will not only allow it to acquire new customers, but also to expand sales and further strengthen its relationships with existing customers.

constantly monitors the development of political and financial risks associated with countries whose general economic and political situation could prove unstable in the future, in order to take possible mitigation actions.

stability for periods normally of no less than a quarter. The technical methods of setting prices on the raw materials market, as well as the fierce level of competition in the Group's area of operation, do not always allow it to transfer all of the sudden and/or significant increases in procurement costs to sales prices.

prospects, results and/or financial situation. The Group invests constantly in technological innovation in order to mitigate this risk. Investments in recent years have been channeled mainly into the new lacquering line for EOS products, the expansion of an embossing line for plastic films, the purchase of a new lamination line and the purchase and engraving of cylinders, as well as maintenance work to maintain/upgrade existing process technologies.

Risks associated with the concentration of sales on a small number of customers and with production on order

Part of the Group's revenue is concentrated on a small number of customers. Production on order is strictly affected by relations with the Group's main customers, which can have a significant impact on revenue generation. Group revenue relates mainly to business on order, where prices are based on the production batch. The Group therefore bears the risk that the work required to complete individual job orders is higher than budgeted and that, consequently, expectations in terms of profit margins may be significantly lower. Additionally, production on order is subject to possible fluctuations in revenue in the short term. Consequently, the increase or decrease in revenue in a given period may not be indicative of revenue trends over the long term. In order to mitigate the resulting risk, the Group companies have developed long-term relationships with their main customers based on trust and great focus on quality. The products developed become "niche" products, not just commodities. Decorations are developed, in some cases, ad hoc at the customer's request; the Group, therefore, adopts a loyalty system with this practice.

Risks associated with the compliance with environmental, health and safety regulations in the workplace

The Group is an industrial entity and, as such, is subject to laws and regulations governing the environment, health and safety in the workplace. Violations of the regulations applicable to these areas could result in restrictions on the Group's activities, the application of sanctions and/or claims for damages. In performing its activities, the Group is subject to strict environmental and health and worker protection legislation, applicable within the plants where production activities are carried out. In this regard, Neodecortech S.p.A. and its subsidiaries have obtained ISO 14001 environmental certification and ISO 45001 on health and safety in the workplace. As far as environmental protection is concerned, in accordance with applicable legislation, the Group has the burden of requesting and obtaining permits and authorizations to carry out its activities. Specifically, both the Parent Company and the subsidiary Cartiere di Guarcino S.p.A. have applied for the renewal of the Integrated Environmental Authorizations issued by the Lombardy Region and the Province of Frosinone, respectively. Additionally, production activities imply a controlled use of hazardous chemical materials that require a special system for their management and disposal. With regard to health and safety in the workplace, the Group is required to comply with laws and regulations (for instance, Legislative Decree no. 81 of 2008) aimed at mapping and managing risks, also with a view to preventing accidents. To this end, the Risks associated with Management

The success of the Group depends to a large extent on the ability of its Executive Directors and other members Group has adopted policies and procedures to comply with regulatory provisions; the presence of requirements regarding safety, health and hygiene in the workplace is secured thanks to the constant updating and implementation of the legally prescribed controls.

Moreover, in 2020 and 2021, given the spread of the Coronavirus pandemic, the Group companies have implemented the measures envisaged in the shared regulatory Protocol on the contrast and containment of COVID-19 in the workplace at all their production sites, and have also adopted additional prevention and control measures to reduce the risks of infection. The Group regularly complies with applicable environmental and occupational health and safety regulations, and has no knowledge of any proceedings of any kind initiated against it by the competent authorities in these areas. Additionally, the Group has insurance policies taken out with leading insurance companies in line with market practice aimed at transferring to third parties any costs deriving from adverse environmental or occupational health and safety events (e.g. possible violation of the above regulations and/or accidents in the workplace).

A specific insurance policy was taken out in 2021 to the benefit of employees in the event of Coronavirus infection, and then renewed for 2022. The ceilings of these insurance policies are deemed adequate by Management.

of management to effectively manage the Group and its individual business areas.

The current governance structure of Neodecortech S.p.A. - with the presence of two Executive Directors who have longstanding experience in the specific line of business - allows management of operating discontinuities in the short term resulting, for instance, from a replacement of Managing Directors before the ordinary expiry of their office or resignation, thus ensuring continuity and stability in the management of the Company and the Group. Additionally, the Group has fitted itself with an effective organizational setup, which provides, for each department within the Companies, a manager with adequate powers to exercise the role.

Cyber Security Risk

With regard to cyber security, the Group is implementing all necessary actions to align its structure with the main national and international industry standards. Technological and organizational measures are being put in place with the aim of: managing the threats to which the organization's network

Climate Change Risk

With regard to the risks related to climate change, the Neodecortech Group has embarked on a structured process of analysis of its environmental impacts and mitigation activities. In addition to the internal analysis of its risks and opportunities, the Group has decided to undergo the CDP - Carbon Disclosure Project assessment as from 2021, with a view to increasing awareness, and has launched a sustainability process aimed at increasingly reducing its negative impacts in

Financial risks

Risks associated with financial requirements

Liquidity risk is normally defined as the risk that a company will be unable to meet its payment obligations due to the difficulty of raising funds (funding liquidity risk) or liquidating assets on the market (asset liquidity risk).

The Group efficiently manages its financial resources through a loan agreement between the Parent Company and its Subsidiaries in order to make surplus liquidity available, if necessary, to cover its requirements. Short-term bank credit lines are in line with commitments undertaken and planned, while

Credit risk

The current assets of Group companies, with the exception of inventory, are primarily trade receivables. The Group presents different credit risk concentrations infrastructure and information systems are exposed, in order to ensure a level of security appropriate to the existing risk; preventing incidents and minimizing their impact on the security of the network and information systems used for production and business, in order to ensure their continuity.

this area. On 13 December 2022, CDP confirmed its B rating.

medium-term loans guarantee adequate coverage for investments in fixed assets, keeping cash flows and the resulting liquidity generated in balance.

Thanks to the provision of low-interest loans obtained through emergency law decrees in 2020 and to a loan obtained in 2022 through a SupportItalia guarantee, the Company was able to upgrade its debt by lengthening its duration. Reference should be made for further details to the Directors' Report on Operations and to Note 25 "Non-current financial liabilities" and "Current financial liabilities".

in its different relevant markets. While the Group has longstanding relationships with its main clients, changes in these relationships or in the business

strategies of some of these clients could have negative effects on the results and

financial position of the Group itself. The Group takes measures to carefully manage trade receivables in order to minimize collection time and credit risk, also adopting a policy of advance payments and

Currency risk

The Group is obviously exposed to market risks associated with fluctuations in exchange rates and interest rates. Exposure to exchange rate risks is related mainly to the procurement of certain raw materials (pulp and titanium dioxide) and, to a lesser extent, to the sale of products, which leads to cash

Interest rate risk

The Group companies have in place - inter alia financial liabilities (loans) at floating rates. In order to alleviate the negative effects of a possible increase in interest rates, a hedging derivative (IRS - Interest Rate Swaps) is in place, accounted for using the fair value hedge accounting method. Specifically, at 31 guarantees, including the insurance of most receivables. To date, the Group has not encountered significant issues in the collection of trade receivables and does not expect to have a significant negative impact from this situation in the future.

flows denominated in currencies other than those of the production area (mainly US dollars). This exposes the Group to the risk of fluctuations in the Euro against the US dollar, against which specific exchange rate hedging policies are adopted, but not accounted for in hedge accounting.

December 2022, the Parent Company had an IRS in place relating to the mortgage loan agreement with BPM, with a notional value of € 6,278 thousand and a positive fair value of € +348 thousand (a negative € -203 thousand at 31 December 2021).

Corporate Governance

The Company has aligned its corporate governance system to the relevant provisions set out in Legislative Decree no. 58/1998 ("TUF"), and has adopted the Corporate Governance Code approved by the Corporate Governance Committee, published on 31 January 2020, applicable as from 1 January 2021 (the "Corporate Governance Code") and adopted by the Company on the same date.

Following the provision of Borsa Italiana for admission to the STAR segment dated 5 March 2021, trading of the Company's ordinary shares began on 15 March 2021 on the STAR segment of Euronext Milan organized and managed by Borsa Italiana.

The Company has a traditional management and control model in place, which envisages the presence of the Shareholders' Meeting, the Board of Directors, the Board of Statutory Auditors and the Independent Auditors (for further information, reference should be made to the chapter "CORPORATE BODIES" at the beginning of this Report).

At the meeting held on 23 February 2022, the Chairman of the Board of Directors of the Company submitted to the review of the other members of the Board the recommendations contained in the communication of the Chairman of the Corporate Governance Committee of Borsa Italiana of 3 December 2021 referring to (i) sustainable success and the promotion of dialogue with stakeholders, (ii) the classification of the Company with regard to the categories defined by the Corporate Governance Code with a view to proportionality and the adoption of the simplification options put forward by the Corporate Governance Code, (iii) the management of pre-Board disclosure, (iv) the appointment and succession of directors, (v) compliance with gender equality and equal opportunities, and (vi) remuneration policies (the "Recommendations"); the Board of Directors discussed then took account of all the Recommendations and ascertained that the Company's governance is already aligned with most of them; the considerations made and any further initiatives will be formalized and reflected in the Report on Corporate Governance and Ownership Structure pursuant to Article 123

bis of the TUF. At the same meeting, the Board of Directors, having acknowledged the outcome of the self-assessment process and in view of its upcoming renewal, approved the guidelines on the best qualitative composition of the governing body.

Mention should be made that on 26 March 2021, with a view to reorganizing Group governance, the subsidiaries Cartiere di Guarcino and Bio Energia Guarcino re-appointed their Boards of Directors to each include an independent director.

For further information on the Company's corporate governance, reference should be made to the specific section on the Company website www.neodecortech.it, Investors, Corporate Governance section.

Report on Corporate Governance and Ownership Structure

The Report on Governance and Ownership Structure pursuant to Article 123 bis of the TUF of Neodecortech S.p.A. is contained in a separate report from the Directors' Report on Operations, published jointly with the latter and available on the Neodecortech S.p.A. website (www.neodecortech.it).

Related party transactions

Following the transposition into Italian law of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (Shareholders Right Directive II), through Legislative Decree no. 49/2019, and in light of the CONSOB amendments with resolution no. 21624 of 10 December 2020 to the regulation containing provisions on related party transactions adopted by CONSOB with resolution no. 17221 of 12 March 2010, on 28 June 2021, the Board of Directors of the Company approved the update to the Related Party Transactions Procedure (the "RPT Procedure"), adopted by the Company on 25 June 2020 and amended on 10 December 2020, in order to adapt it to the new legal and regulatory framework, effective as of 1 July 2021.

The procedure aims to ensure full transparency and correctness of transactions carried out with Related Parties. The updated text of the Procedure for Transactions with Related Parties of Neodecortech S.p.A. is available on the Company website (https://www.neodecortech.it/wp-content/uploads/2021/06/210628_Procedura-OPC-final.pdf).

Reference should be made to the Explanatory Notes to the Consolidated Financial Statements, which provide a detailed comment on transactions with related parties; it should be noted that during the year under review, no atypical or unusual transactions were carried out with such parties and that business transactions with related parties, including those outside Group companies, were carried out at conditions corresponding to normal market value.

Capital expenditure

Capital expenditure on property, plant and equipment for 2022 amounted to € 9,309 thousand. € 4,249 thousand of this expenditure refers to the Parent Company and relates to new plant and machinery and the improvement and efficiency of existing ones., in particular the new impregnation line that will come into operation in 2023 and the approximately 500kW photovoltaic plant installed at the Casoli D'Atri site.

As for the subsidiaries, capital expenditure in tangible fixed assets amounted to € 4,424 thousand for Cartiere di Guarcino S.p.A., regarding actions to increase output and optimize plants, and € 636 thousand for Bio Energia Guarcino S.r.l. regarding planned and extraordinary maintenance of the power plant.

All Group plants are continuing their 4.0 process revision actions to further strengthen the production process, with active control of critical variables and plant upgrading.

Research & Development

In 2022, with regard to the Parent Company, research and innovation activities continued, as well as the improvement of the processes of both historical and new production lines, such as the new family of EOS anti-fingerprint products, now available in both "laminated" and "thermoplastic" versions in PVC and recycled PET.

The subsidiary Cartiere di Guarcino S.p.A. continued its Research and Development on the "Study and development of an innovative paper with high printability and high printing resolution for the decorative segment, suitable for both rotogravure and digital printing", achieving results in line with the targets set. Costs incurred are fully expensed during the year. The project is relevant for the purposes of the Tax Receivable for R&D carried out (Article 1, paragraph 200 of Law no. 160 of 27 December 2019, Article 244 of Law no. 77 of 17 July 2020, Decree 26/05/2020 "Application provisions for new tax credit, for research and development, technological innovation and design activities").

In 2022, the subsidiary Cartiere di Guarcino S.p.A. launched the European project PUSH2HEAT backed by the Horizon program, which involves the formation of consortia of companies to promote new technologies within Member Countries. The primary objective of PUSH2HEAT is to develop, install, and monitor systems that can utilize waste heat (in the form of hot flue gas or hot water) generated by industrial processes and convert it into steam, i.e., higher enthalpy heat, by utilizing heat pumps. Cartiere di Guarcino takes part in the project as one of the 3 chosen demonstration sites, where a heat pump will be installed to extract steam through heat contained in the cooling water of the Bio Energia Guarcino S.r.l. cogeneration plant. The project involves partial coverage of the costs of personnel involved and the activities required in the implementation of the machinery, up to the amount of € 500,000; the project is developed on a 4-year time horizon, starting from 01/10/2022. In 2022, € 170 thousand of non-repayable co-financing was granted from the Horizon Project.

Cartiere di Guarcino S.p.A. continues the further R&D project, submitting on 10/12/2020 an aid application under the "Circular Economy" call pursuant to Ministerial Decree 05/08/2020 and DD 11/06/2020 20/06/2013, regarding the project on the "Study and development of an innovative paper for food use". On 07/02/2022, the MISE issued the Admission Decree, which provides for an allowable cost of up to € 2,000 thousand, a subsidized loan of € 1,000 thousand and a non-refundable grant of € 200 thousand.

Information on the environment, safety and health and, more generally, on ESG topics

Environment

Environmental impact is a crucial issue for the Neodecortech Group. As proof of this, the Parent Company, since 2007, has acquired a series of system certifications that offer its stakeholders tangible evidence of its commitment and of the transparency and correctness of its business activities.

This approach has also been gradually adopted by the subsidiaries Cartiere di Guarcino S.p.A. and Bio Energia Guarcino S.r.l.. Below is a list of the certifications obtained by each Group company. With regard to environmental targets and policies, in 2022 the Group continued with the implementation of the ESG 2021-2023 Plan adopted at the Board meeting in May and November 2021.

Moreover, given the product sector in which the Group companies operate and their activities, there are no reports of specific activities and/or accidents with repercussions on the environment. During the year, the Group caused no environmental damage for which it was found guilty, nor was it imposed fines or penalties for environmental offences or damage.

Neodecortech
UNI EN ISO 9001 (since 2009) - Quality System Certification
UNI EN ISO 14001 (since 2007) - Environmental Certification - for the
improvement of environmental performance
BS OHSAS 18001 (since 2011 and later replaced by UNI EN ISO 45001) -
Certification related to occupational health and safety management
UNI EN ISO 45001 (since 2020) - Certification related to occupational health
and safety management
UNI EN ISO 50001 (since 2017) - Certification related to energy use efficiency
and gradual improvement of energy performance
FSC® CHAIN CUSTODY (since 2010) - Certification related to the
sustainability of the forests where the pulp used in the paper we employ is
obtained from
MADE IN ITALY 100% (since 2015) - Supply Chain Certification
GRI-compliant SUSTAINABILITY REPORT (2016 to 2020)
NON-FINANCIAL STATEMENT (since 2021) with limited assurance.
Cartiere di Guarcino UNI EN ISO 9001 (since 2017) - Quality System Certification
UNI EN ISO 14001 (since 2012) - Environmental Certification - for the
improvement of environmental performance
BS OHSAS 18001 (since 2012 and later replaced by UNI ISO 45001) -
Certification related to occupational health and safety management
UNI ISO 45001 (since 2019) - Certification related to occupational health and
safety management
UNI EN ISO 50001 (since 2018) - Certification related to energy use efficiency
and gradual improvement of energy performance
FSC® CHAIN CUSTODY (since 2010) - Certification related to the
sustainability of the forests where the pulp used in the paper we employ is
obtained from
PEFC (since 2015) - Programme for Endorsement of Forest Certification
Bio Energia Guarcino UNI EN ISO 9001 (since 2017) - Quality System Certification
UNI EN ISO 14001 (since 2012) - Environmental Certification - for the
improvement of environmental performance
BS OHSAS 18001 (since 2016 and later replaced by UNI ISO 45001) -
Certification related to occupational health and safety management

UNI ISO 45001 (since 2019) - Certification related to occupational health and safety management

UNI EN ISO 50001 (since 2018) - Certification related to energy use efficiency and gradual improvement of energy performance

Safety and Health

The Group adopts all workplace health and safety measures and, in particular. has adopted all the safety protocols provided for by the COVID-19 emergency, as explained in detail in the relevant section on risks. A supplementary insurance policy was also taken out for all employees to cover the risks associated with the infection from the virus.

ESG

More generally, with regard to ESG topics, the Group adopted, through two resolutions of the Board of Directors in May and November 2021, an ESG 2021-2023 Action Plan, implemented also at the level of our Company. As part of the Action Plan, the following policies were adopted:

  • § the "diversity and inclusion policy" applicable within the Group;
  • § the supplier code of conduct, aimed at the adoption of policies, principles and standards relating to the respect of human rights;
  • § the biodiversity policy;
  • § the remuneration policy, which includes incentive plans tied to sustainability objectives not only for top and middle managers, but also for all other employees as an additional parameter among those considered for the purposes of accruing the annual performance bonus;
  • § medium to long-term projects in support of local communities, to be implemented in the municipalities where the Group's production plants are located, through donations or gifts aimed at promoting cultural and/or charitable activities;
  • § extension of GHG emissions reporting to scope 1 and 2, setting the Group's carbon footprint, in order to undertake carbon offsetting and neutralization of CO2 equivalent emissions for all the Group's production facilities in the three-year period 2021-2023.

For the second year, on 13 December 2022, CDP (Carbon Disclosure Project) confirmed the Neodecortech Group a "B" score based on the 2021 data underlying the questionnaire to be filled, recognizing the Group Companies' commitment to combating climate change. This score places Neodecortech in the European average (score "B"), but above the average of both its industry Wood & Paper materials and the Global average, both of which score "C".

Since 2016, based on 2015 figures, the Neodecortech Group has prepared the GRI-compliant Sustainability Report.

Starting from 2021, in a continued effort to increase its transparency also on data and events of a non-income, equity or financial nature, Neodecortech has chosen to implement its sustainability reporting, with the publication of the first consolidated non-financial statement (NFS) pursuant to Legislative Decree 254/2016, on a voluntary basis certified by a limited assurance by Deloitte & Touche S.p.A. according to the criteria indicated by ISAE 3000 Revised. The consolidated non-financial statement for 2022 related figures is being prepared.

Human resources and organization

There is no significant information relating to human resources that requires disclosure.

31 DECEMBER 2022 31 DECEMBER 2021
PERSONNEL IN SERVICE Printed Decorative
Paper Division
Decorative Paper
Division
Energy Division GROUP GROUP
Executives 4 5 0 9 10
Managers/White collars 60 48 2 110 115
Blue collars 164 115 2 281 281
Total 228 168 4 400 406

The average number of employees in 2022 amounted to 400 resources. Additionally, 5 resources from Cartiere di Guarcino S.p.A. work on secondment at the subsidiary Bio Energia Guarcino S.r.l..

The Neodecortech Group has adopted a welfare policy in 2022 for its employees to offset increases in private energy bills totaling € 442 thousand.

The Group resorted to CIGO in the last quarter of 2022 to counter the decline in customer orders (CDG 12,576 hours and NDT 12,454 hours).

Diversity and equal opportunities

The breakdown of Neodecortech's human resources is marked by a strong male gender polarization, owing to the presence of physical tasks typical of manufacturing businesses in the Group's industry. The production department, in fact, sees an overwhelming presence of male workforce: in 2022, 92% of the Group's blue collars were men. Having said that, Neodecortech considers diversity as an element of corporate wealth, and this issue is a key point of the principles stated in the Group's Code of Ethics, as an expression of the attention to the individual.

Atypical and/or unusual transactions during the year

In 2022, the Group did not carry out any significant transactions qualifying as non-recurring, atypical and/or unusual.

Significant events after 31 December 2022

With the conversion into law of the "Decreto milleproproghe" - Law Decree 2022/198 - the 31 March 2023 deadline for the maximization scheme in favour of power plants that do not use gas, which includes the BEG plant, enacted as part of the so-called Ukraine Emergency Decree (Law Decree 14/2022), was extended by 12 months to 31 March 2024. The rationale of the scheme is to encourage maximum production of this type of plant through a revenue reinstatement mechanism referring to the ARERA Resolution 111/2006. However, the determination of the reintegration system that is based on the definition of the Recognized Variable Cost (RVC) is still being discussed with ARERA/Terna.

In 2022, the application was submitted to access the SIMEST facility measure "Support for Italian exporting companies sourcing from Ukraine and/or Russia and/or Belarus", to counter the negative effects following the Russia-Ukraine conflict.

The measure provides Financing in the amount of € 1,000,000.00, of which € 400,000.00 as a non-repayable grant and € 600,000.00 as a soft loan equal to zero.

The application was accepted and positively resolved on 26 January 2023, and disbursement is expected approximately in the first quarter of 2023.

Repayment of the debt, with an expected duration of 72 months, including 24 months grace period, will be made through payment of 8 postponed half-year installments with due dates of 30/06 and 31/12.

Mention should be made that the loan granted is subject to the "de minimis" rule, as set forth in EU Regulation no. 1407/2013 of 18.12.2013 on the application of Articles 107 and 108 of the Treaty on the Functioning of the European Union to "de minimis" aid, published in OJEU L 352, 24.12.2013, while the non-repayable grant is subject to the Communication of the European Commission 2022/C 131 I/01 final of 24 March 2022 "Temporary Crisis Framework for State Aid Measures to Support the Economy following the Aggression against Ukraine by Russia", as amended, in particular, Section 2.1 "Limited amount of aid".

Compliance with the simplified system under Articles 70 and 71 of the Issuer Regulation

It should be noted that the Company, pursuant to Articles 70, paragraph 8 and 71, paragraph 1-bis, of the Regulation adopted by CONSOB through resolution no. 11971/1999, as supplemented and amended (the "Issuer Regulation"), complies with the opt-out system provided for by the above articles, availing itself of the right to depart from the obligations to publish the information documents envisaged in Annex 3B of the Issuer Regulation on the occasion of significant transactions relating to mergers, spin-offs and capital increases through contribution of assets in kind, acquisitions and transfers.

Treasury shares and shares of the Parent Company

Pursuant to Articles 2435-bis and 2428 of the Italian Civil Code, it should be noted that, at the closing of the year, the Company held no. 123,000 treasury shares for the equivalent of € 468,214.

The Shareholders' Meeting held on 13 April 2021 approved the purchase of ordinary shares of the Company, up to a maximum of 10% of the Company's share capital, equal to a maximum of no. 1,351,526 ordinary shares. The purchase of treasury shares may be made, in one or more tranches, within eighteen months.

In 2022, the Company continued with the purchase of additional treasury shares based on and within the limits of the above resolution. A total of no. 90,646 shares were purchased in 2022.

At 31 December 2022 and in 2022, the Company did not hold and did not purchase any shares of the parent company.

Other information

Pursuant to paragraph 5 of Article 2497-bis of the Italian Civil Code, we certify that the Company is not subject to the direction and coordination of others.

The Shareholders' Meeting held on 27 April 2022 of the Parent Company Neodecortech approved the Financial Statements at 31 December 2021, allocating profit for the year of € 6,688,151.71 as follows:

  • § € 334,408.00 to the legal reserve;
  • § € 2,642,882.46 to the non-distributable revaluation reserve for investments recorded pursuant to Legislative Decree no. 38/05 Article 6, paragraph 1;
  • § € 1,710,861.25 to the extraordinary reserve;
  • § remaining profit as a dividend on the no. 14,218,021 outstanding ordinary shares for a total of € 2,000,000.00.

On 18 May 2022, Neodecortech paid out dividends of € 1,978 thousand (gross of the portion related to treasury shares held at the time of distribution).

In December 2022, Cartiere di Guarcino S.p.A. was granted a € 10 million loan by MPS Capital Services S.p.A., with Sace guarantee under the SupportItalia measure, with a duration of six years, of which one is as grace period.

On 1 October 2021, Neodecortech S.p.A. reached a preliminary agreement with the Revenue Agency to take advantage of the Patent Box tax break over the five-year period 2018-2022. The Patent Box optional tax regime grants a five-year tax benefit, renewable on expiry, to those companies that generate income through the direct and indirect use of patents, software, designs, models and know-how. The estimated tax benefit for 2018 is € 180 thousand. For following tax periods but prior to 2022, talks are underway with the Revenue Agency to define the effects of the calculation as they are impacted by extraordinary events such as the COVID-19 pandemic or the translisting costs to the regulated segment of Borsa Italiana.

Business and market outlook

At the time of writing of this document, the entire production chain in which Neodecortech and Cartiere di Guarcino operate is affected by the slowdown that began in mid-2022 and saw production stoppages in both IV quarter 2022 and the current quarter. Since the beginning of March, operations have gone back to normal, with an order backlog in line with previous levels (except for 2021, which had shown an atypically positive trend coming out of the pandemic), although some risk of partial production stoppage and margin restraint may still remain, owing to the awaited retracement of raw material prices (to date regarding only certain raw materials and of subdued magnitude). This situation is expected to continue until at least mid-2023, indistinguishably affecting all of the Group's main sales areas of operation (90% Europe). With regard also to the trend of energy carrier costs, their gradual decline will lead to their equally gradual transfer to sales prices charged to customers, given the high demand from customers to be able in turn to regain market shares through increased competitiveness on their sales prices.

However, while the Group does not source supplies, has not invested, has not carried out development activities, and has only marginal sales in both Russia and Ukraine, following the outbreak of the Ukrainian-Russian conflict at end February 2022, no estimates can be made on the magnitude and length of the impact of this event on the consumption propensity of furniture and flooring buyers, as well as on the full availability of strategic raw materials and energy carriers. This condition, however, transcends the industry in which the Group operates and has a macroeconomic relevance (see above section on the national and international economic environment).

With regard to the CONSOB notice of 7 March 2022, aimed at compliance with the restrictive measures adopted by the EU in response to the Russian military aggression in Ukraine, it should be noted that the Group is continuing to comply with all the measures introduced by the European Union. Additionally, from an IT point of view, the Group has adopted stringent business continuity plans, guaranteeing the full operation of back-ups, including offline solutions, to protect company systems and data from possible cyber-attacks, which could intensify as a result of the continuing Russian-Ukrainian conflict.

No particularly negative impacts are expected from the tail end of the COVID-19 pandemic (thanks also to the ongoing vaccination plan and the prevention measures underway in Italy and Europe) and the Russian-Ukrainian conflict.

Taking account of all the above considerations, in light of current events and as far as we can assess to date, the Group currently believes that it will be able to achieve the targets set in the 2023 Budget approved by the Board of Directors of Neodecortech S.p.A. on 6 December 2022 and by the Board of Directors of Cartiere di Guarcino on 5 December 2022, further detailed below.

Printed Decorative Paper Division - Neodecortech

As mentioned above, due to expectations of price reductions in raw materials (resins, base decorative papers, plastics, packaging) and the recorded reduction in energy and natural gas prices, the sales front is experiencing strong pressure to reduce sales prices along with a contraction in demand.

Since 2022 was marked by the continued transfer of the higher costs incurred, with a time lag in the application of the increases and resulting loss of margins, this market trend actually makes the expected margin recovery difficult. Therefore, some impact on margins is also expected for the first half of 2023. All this has already been factored in when preparing the 2023 Budget; forecasts indicate that the lower margins will hopefully gradually pick up pace in the second half of the year.

Special mention must be made of the agreement signed for the acquisition of a new impregnating machine, which will be delivered and be up and running in mid-2023, to support the expected volume growth of impregnated decorative paper.

Paper Division - Cartiere di Guarcino

The customer order book of Cartiere declined in fourth quarter 2022, as a result of general market trends, partly amplified by year-end destocking movements. This was taken into account in the preparation of the 2023 Budget. However, in light of the above comments on the domestic and international economic environment, the future scenario should be taken with caution given the possible declines in sales, the extent of which cannot be predicted at this time.

One can reasonably expect a mitigation of the decline in sales as a result of the effect of three basic factors appearing also in 2022: (i) presence of annual contracts signed with numerous Class A customers; (ii) product diversification, such as the approval of semi-decorative Kraft papers for HPL producers; (iii) geographical diversification with development of new markets such as the North and South American markets, which experienced an impressive trend in demand for decorative papers in 2022; and (iv) the strong focus on sustainability.

With regard to the trend of strategic raw materials, pulp is expected to slightly retrace in 2023, while titanium dioxide is expected to roll over significantly with new increases that are not entirely farfetched.

Research and development activities in the core area of decorative papers with focus on digital paper medium continue in 2023.

Mention should be made that on 10/12/2020, the Company submitted an aid application under the "Circular Economy" call pursuant to Ministerial Decree 05/08/2020 and DD 11/06/2020 20/06/2013, regarding the project on the "Study and development of an innovative paper for food use".

Upon the successful outcome of this research, the Company estimates an increase in sales from these two new product lines.

Energy Division - Bio Energia Guarcino

The trend of the energy market in 2022 virtually erased the value of the incentive, the calculation of which is based on an inverse formula to the average energy price recorded in the prior year with a cap of 180 €/MWh.

As noted above, effective 19 September, 2022, a maximization scheme has been approved in favour of certain power plants that do not use gas providing for the reintegration of revenue, aimed specifically at encouraging the maximization of power generation. This scheme has been extended until 31 March 2024 and is based on the definition of recognized variable cost, the determination of which is still being discussed with ARERA.

Based on this legislation and certain hedges in the energy and fuel market effective on first quarter 2023, it is deemed that BEG can operate at cost-effective conditions for the whole of 2023.

Additionally, a point worth mentioning is that the conditions for a possible regulatory change in the incentive system have been set. If this were the case, it would have a positive impact on Bio Energia Guarcino, even considering that, to date, the incentivized aid period for bioliquid powered plants will come to conclusion in June 2025.

On 06/11/2021, the Government passed the Legislative Decree - published in the State Gazette on 30.11 - which implements Directive 2009/28/EC of the European Parliament and of the Council of 23 April 2009 (the so-called RED II Directive), under which the State, among other measures, is called to promote the continuity of operations of plants powered by renewable sources, once they have reached the end of the incentive period. Specifically, the Decree refers to the possibility of providing for special tariffs or supplements to revenue for plants which, due also to fuel costs, are unable to operate with the sole income deriving from participation in the electricity market.

The Ministry of Environmental Transition is called to issue the Implementing Decree (the 180-day deadline from the publication of the Law in the State Gazette has expired), which has to deal with state aid regulations; to date, however, no action has been taken.

The Company has acted in alignment with the trade association to put forward, as part of the implementation of the RED II Directive and the related implementing decrees, a proposal to modify the incentive framework for plants powered by domestic biofuels and functional to manufacturing companies which, if transposed, would provide for the:

  • · Extension of the aid for bioliquid plants as described above until at least 2030.
  • · Introduction, in a manner similar to the provisions of articles 63, 64 and 65 of the ARERA Resolution no. 111/2006 for so-called essential plants for the electricity system, of a revenue reintegration scheme.

The above proposal has been delivered to MITE and is currently under review by the Ministry's technical bodies.

As a result of the above, the Company has not identified the presence of impairment indicators regarding the recoverability of the carrying amount of tangible fixed assets and has therefore not conducted an impairment test in accordance with IAS 36.

Filago (BG), 15 March 2023 For the Board of Directors The Chief Executive Officer (Luigi Cologni)

______________________________________

Consolidated Financial Statements at 31 December 2022

Consolidated income statement at 31 December 2022

(Euro thousands) Notes 31
DECEMBER
2022
% 31
%
DECEMBER
2021
% chg.
Revenue from sales and services 1 196,474 100.0% 176,429 100.0% 20,045 11.4%
Changes in work in progress, semi-finished and finished
products
2 3,044 1.5% 255 0.1% 2,789 1093.7%
Other revenue 3 7,822 4.0% 2,595 1.5% 5,227 201.4%
Value of Production 207,340 105.5% 179,279 101.6% 28,061 15.7%
Raw and ancillary materials and consum. 4 (136,540) (69.5%) (114,201) (64.7%) (22,339) 19.6%
Other operating expense 5 (33,813) (17.2%) (25,111) (14.2%) (8,702) 34.7%
Value Added 36,987 18.8% 39,967 22.7% (2,980) (7.5%)
Personnel expense 6 (20,996) (10.7%) (21,821) (12.4%) 825 (3.8%)
EBITDA 15,991 8.1% 18,146 10.3% (2,155) (11.9%)
Amortization and depreciation 7 (9,759) (5.0%) (8,839) (5.0%) (920) 10.4%
Allocations 8 (128) (0.1%) (81) (0.0%) (47) 58.0%
EBIT 6,104 3.1% 9,226 5.2% (3,122) (33.8%)
Financial expense 9 (2,371) (1.2%) (1,333) (0.8%) (1,038) 77.9%
Financial income 10 5,506 2.8% 124 0.1% 5,382 4340.3%
Profit/(loss) before tax 9,239 4.7% 8,017 4.5% 1,222 15.2%
Income tax 11 (802) (0.4%) (1,328) (0.8%) 526 (39.6%)
Profit/(loss) for the year 8,437 4.3% 6,688 3.8% 1,749 26.2%

Consolidated statement of comprehensive income at 31 December 2022

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER
2021
Profit/(loss) for the year 8,437 6,688
Other items of the comprehensive income statement
Actuarial gains (losses) net of tax effect 260 (16)
Total items that will not be reclassified in the income statement for the
year 260 (16)
Gains/(losses) on cash flow hedging instruments 419 146
Total items that will or may be reclassified in the income statement for
the year 419 146
Total other items of the comprehensive income statement 679 130
Comprehensive income (loss) for the year 9,116 6,818
Profit for the year attributable to:
Shareholders of the Parent 9,116 6,818
Non-controlling interests
Earnings per share (in Euro):
Basic 0.60 0.50
Diluted 0.60 0.50

Consolidated statement of financial position at 31 December 2022

Assets Notes 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
(Euro thousands)
Intangible assets 12 827 0.5% 1,551 0.9% (724) (46.7%)
Tangible assets 13 78,617 46.6% 78,561 46.5% 56 0.1%
Investments 100 0.1% 0 0.0% 100 0.0%
Other non-current assets 14 528 0.3% 19 0.0% 509 2678.9%
Non-current financial receivables 15 445 0.3% 1,757 1.0% (1,312) (74.7%)
Deferred tax assets 16 1,682 1.0% 1,985 1.2% (303) (15.3%)
Non-current assets 82,199 48.7% 83,873 49.6% (1,674) (2.0%)
Inventory 17 43,550 25.8% 40,603 24.0% 2,947 7.3%
Trade receivables 18 23,836 14.1% 26,632 15.7% (2,796) (10.5%)
Receivables from tax consolidation 19 813 0.5% 1,129 0.7% (316) (28.0%)
Tax receivables 20 5,043 3.0% 2,299 1.4% 2,744 119.4%
Current financial receivables 15 0 0.0% 0 0.0% 0 0.0%
Other current receivables 21 1,269 0.8% 1,084 0.6% 185 17.1%
Cash funds 22 12,043 7.1% 13,491 8.0% (1,448) (10.7%)
Current assets 86,554 51.3% 85,238 50.4% 1,316 1.5%
Total assets 168,753 100.0% 169,111 100.0% (358) (0.2%)
Equity and liabilities 31
DECEMBER
31
DECEMBER
2022 % 2021 % Chg. % chg.
(Euro thousands)
Share capital 18,804 11.1% 18,804 11.1% 0 0.0%
Share premium reserve 18,864 11.2% 18,864 11.2% 0 0.0%
Other reserves 24,968 14.8% 17,348 10.3% 7,620 43.9%
Prior years' profit (loss) 6,201 3.7% 8,761 5.2% (2,560) (29.2%)
Profit (loss) for the year 8,437 5.0% 6,688 4.0% 1,749 26.2%
Equity 30 77,274 45.8% 70,465 41.7% 6,809 9.7%
Provisions for risks and charges 23 774 0.5% 977 0.6% (203) (20.8%)
Deferred tax 16 6,304 3.7% 6,150 3.6% 154 2.5%
Post-employment benefits 24 2,131 1.3% 2,587 1.5% (456) (17.6%)
Non-current financial liabilities 25 22,095 13.1% 23,220 13.7% (1,125) (4.8%)
Non-current liabilities 31,304 18.6% 32,934 19.5% (1,630) (4.9%)
Trade payables 26 33,693 20.0% 39,832 23.6% (6,139) (15.4%)
Payables from tax consolidation 27 469 0.3% 816 0.5% (347) (42.5%)
Tax payables 28 703 0.4% 773 0.5% (70) (9.1%)
Current financial liabilities 25 20,682 12.3% 19,616 11.6% 1,066 5.4%
Other current payables 29 4,628 2.7% 4,674 2.8% (46) (1.0%)
Current liabilities 60,175 35.7% 65,711 38.9% (5,536) (8.4%)
Total equity and liabilities 168,753 100.0% 169,111 100.0% (358) (0.2%)

Consolidated statement of changes in equity at 31 December 2022

ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT
CONSOLIDATED
FIGURES
EURO THOUSANDS
NOTES SHARE
CAPITAL
HEDGING
AND
TRANSLATION
RESERVES
EQUITY
RESERVES
OTHER
RESERVES
TREASURY
SHARES
PROFIT
(LOSS)
FOR THE
YEAR
EQUITY EQUITY NON
CONTROLLING
INTERESTS
TOTAL
EQUITY
Balance at 01/01/2021 28 17,399 (296) 17,357 24,084 (421) 3,535 61,658 0 61,658
Other items of the
comprehensive income
statement
0 146 0 (16) 0 0 130 0 130
Profit for the year 0 0 0 0 0 6,688 6,688 0 6,688
Total comprehensive
income/loss for the
year
0 146 0 (16) 0 6,688 6,818 0 6,818
Dividend distribution 0 0 0 (1,206) 0 0 (1,206) 0 (1,206)
Allocation of prior year's
profit (loss)
0 0 0 3,535 0 (3,535) 0 0 0
Other changes 1,406 (4) 1,507 5 281 0 3,195 0 3,195
Balance at 31/12/2021 28 18,804 (155) 18,864 26,404 (140) 6,688 70,465 0 70,465
Balance at 01/01/2022 28 18,804 (155) 18,864 26,404 (140) 6,688 70,465 0 70,465
Other items of the
comprehensive income
statement
0 419 0 260 0 0 679 0 679
Profit for the year 0 0 0 0 0 8,437 8,437 0 8,437
Total comprehensive
income/loss for the
year
0 419 0 260 0 8,437 9,116 0 9,116
Dividend distribution 0 0 0 (1,978) 0 0 (1,978) 0 (1,978)
Allocation of prior year's
profit (loss)
0 0 0 6,688 0 (6,688) 0 0 0
Other changes 0 0 0 (1) (328) 0 (329) 0 (329)
Balance at 31/12/2022 28 18,804 264 18,864 31,373 (468) 8,437 77,274 0 77,274

Consolidated statement of cash flows at 31 December 2022

(Euro thousands) 31 DECEMBER
2022
31 DECEMBER
2021
Profit (loss) for the year 8,437 6,688
Income tax 559 1,319
Deferred/(prepaid) tax 243 8
Interest expense/(interest income) (3,136) 1,432
(Dividends received) 0 0
(Gains)/losses from disposal of assets
1 Profit (loss) for the year before income tax, interest,
21
6,124
(280)
9,168
dividends and gains/losses from disposals 0
Adjustments for non-monetary items that had no 0
balancing entry in net working capital: 0
Allocation to post-employment benefits 191 87
Allocations to other provisions 326 267
Amortization and depreciation of fixed assets 9,759 8,839
Write-downs for impairment losses 0 0
Other adjustments for non-monetary items 76 (918)
2 Cash flow before changes in NWC 16,476 17,443
Changes in net working capital: 0
Decrease/(increase) in receivables from customers 2,740 (7,666)
Decrease/(increase) in inventory (3,044) (3,839)
Increase/(decrease) in payables to suppliers (6,139) 14,262
Decrease/(increase) in other receivables (2,324) (536)
Increase/(decrease) in other payables (310) (95)
Other changes in net working capital 0 0
3 Cash flow after changes in NWC 7,399 19,570
Other adjustments: 0
Interest received/(paid) (770) (690)
(Income tax paid) (391) (181)
(Gains)/losses from disposal of assets 0 0
Dividends received 0 0
(Utilization of provisions) (465) (562)
(Utilization of provisions for post-employment benefits) (166) (184)
4 Cash flow after other adjustments 5,607 17,952
A Cash flow from operations 5,607 17,952
Property, plant and equipment (8,950) (9,442)
(Purchase) (8,950) (9,451)
Disposal 0 10
Intangible fixed assets (239) (297)
(Purchase) (239) (297)
Disposal 0 0
Financial fixed assets (100) 76
(Purchase) (100) 0
Disposal 0 76
Current financial assets 0 0
(Purchase) 0 0
disposal 0 0
Proceeds from disposal of assets (20) 280
B Cash flow from investing activities (9,309) (9,383)
Liabilities 4,560 (4,603)
Increase (decrease) in short-term bank payables (753) 992
New loans 12,500 360
Repayment of loan (5,077) (4,221)
Financial liabilities to other lenders (2,110) (1,861)
Change in financial receivables from other lenders 0 127
Equity (2,307) 1,989
Share capital increase 0 2,811
Sale (purchase) of treasury shares (329) 384
Other changes in equity (1,978) (1,206)
C Cash flow from financing activities 2,253 (2,614)
Increase (decrease) in cash funds (A ± B ± C) (1,449) 5,955
Cash funds at 1 January 2022 13,491 7,536
Cash funds at 31 December 2022 12,042 13,491

Explanatory Notes to the Consolidated Financial Statements of the Group

Entity preparing the consolidated financial statements

Neodecortech S.p.A. (hereinafter also the "Company", the "Parent Company" or the "Controlling Company") is a company incorporated under Italian law, with registered office in Filago (BG), Strada Provinciale 2, at the head of the Neodecortech Group (hereinafter also the "Group"). The Company's website is: www.neodecortech.it.

The Group is active in the production and marketing of decorative papers for the industrial sectors of wood and furnishing accessories.

Mention should be made that on 5 March 2021, Borsa Italiana, under provision no. 8746, assigned the ordinary shares and warrants of Neodecortech S.p.A. the STAR qualification as per the Company's application dated 4 March 2021. The first trading day in the STAR segment of Euronext Milan was 15 March 2021.

The publication of these consolidated financial statements was authorized by the Directors on 15 March 2023; they will be submitted to the Shareholders' Meeting for approval and subsequent filing, within the time limits of law. The Shareholders' Meeting is empowered to make changes to these Consolidated Financial Statements.

BDO Italia S.p.A. is in charge of the statutory audit.

General criteria for the preparation of the consolidated financial statements

Statement of compliance with IAS-IFRS

These consolidated financial statements were prepared in compliance with the IAS-IFRS international accounting standards in force at 31 December 2022, as adopted by the European Union, as well as with the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005. The IAS-IFRS also include all the revised international accounting standards (IAS) and all the interpretations issued by the IFRS Interpretation Committee (formerly IFRIC), previously known as SIC. The rules of national legislation implementing EU Directive 2013/34 also apply, provided they are consistent, to companies that prepare their financial statements in accordance with IAS-IFRS. Therefore, the financial statements implement the relevant provisions of the articles of the Italian Civil Code and the corresponding provisions of the TUF for listed companies concerning the Directors' Report on Operations, the Independent Auditors' Report and the publication of the financial statements. The consolidated financial statements and the notes thereto also include the details and additional information required by the articles of the Italian Civil Code concerning financial statements, insofar as they do not conflict with the provisions of IAS-IFRS, as well as the other CONSOB regulations and instructions concerning financial statements.

The financial statements were prepared on a going concern basis. The Group has assessed that there are no significant uncertainties surrounding its ability to continue operations, due also to its financial structure and the forecasts included in the 2023 Budget, as explained in the "Directors' Report on Operations".

Preparation criteria and functional currency

Delegated Regulation (EU) 2019/815 introduced a requirement for securities issuers listed on regulated markets in the European Union to prepare their annual financial report in the XHTML language, based on the ESMA-approved European Single Electronic Format (ESEF). For 2022, the schedules and information - textual and/or numerical - presented in the consolidated financial statements that correspond to the mandatory elements of the basic taxonomy must be "tagged" to the ESEF taxonomy, using an integrated computer language (iXBRL).

The consolidated accounts are prepared in accordance with the cost principle, with the exception of derivative financial instruments and financial assets, which are measured at fair value.

The presentation currency used in the consolidated financial statements is the Euro, which is the functional currency of the Parent Company, Neodecortech S.p.A., and its other subsidiaries. All the amounts contained in the financial statements and the notes are rounded to the nearest Euro unit, unless otherwise indicated

Financial statements and presentation criteria

The consolidated financial statements comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated statement of cash flows, as well as the explanatory notes for the year ended 31 December 2022.

With regard to the presentation of the financial statements, the Group has made the following choices:

  • § current and non-current assets and current and non-current liabilities are shown separately in the statement of financial position. Current assets, which include cash and cash equivalents, are those intended to be realized, sold or consumed in the Group's normal operating cycle; current liabilities are those expected to be settled in the Group's normal operating cycle or in the twelve months following the end of the period;
  • § for the income statement, the analysis of costs is carried out based on the nature of the costs;
  • § for the statement of comprehensive income, the Group has chosen to present two statements: the first shows the traditional income statement components with the result for the period, while the second, starting from this result, shows in detail the other components, i.e. (i) changes in fair value of derivative financial instruments designated as hedge accounting, and (ii) the effects of the remeasurement of defined benefit plans;
  • § the statement of cash flows was prepared using the indirect method.

The financial statements provide comparative information for the prior year.

Accounting standards, amendments and IFRS interpretations applied from 1 January 2022 and applicable from 1 January 2023.

On 14 May 2020, the IASB published the following amendments:

  • Amendments to IFRS 3 Business Combinations: the purpose of these amendments is to update the reference in IFRS 3 to the Conceptual Framework in its revised version, without this entailing any changes to the provisions of IFRS 3.
  • Amendments to IAS 16 Property, Plant and Equipment: the purpose of these amendments is not to allow deduction from the cost of property, plant and equipment of the amount received from the sale of goods produced during the testing phase of the asset itself. The sales revenue and related costs will be therefore recognized in the income statement.
  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: the amendment clarifies that all costs directly attributable to the contract must be considered when estimating whether a contract is onerous. As a result, the assessment of whether a contract is onerous includes not only incremental costs (such as the cost of direct material used in the work), but also any costs that the company cannot avoid because it has entered into the contract (such as the share of the cost of personnel and depreciation of machinery used to perform the contract).
  • Annual Improvements 2018-2020: Amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture, and Illustrative Examples of IFRS 16 Leases.

All the amendments came into effect on 1 January 2022.

On 12 February 2021, the IASB published several amendments to the IFRS standards:

  • § Disclosure of Accounting Policies Amendments to IAS 1 and IFRS Practice Statement 2;
  • § Definition of Accounting Estimates Amendments to IAS 8.

The amendments are intended to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of financial statements, as well as to help entities distinguish changes in accounting estimates from changes in accounting policies.

The amendments apply as from 1 January 2023, but early adoption is permitted.

On 7 May 2021, the IASB published amendments to IAS 12, the tax standard, to clarify how entities should account for deferred tax on certain transactions that can generate assets and liabilities of equal amounts, such as leases and decommissioning provisions.

The amendments apply as from 1 January 2023, but early adoption is permitted.

In January 2020, the IASB issued amendments to IAS 1 that clarify how an entity should classify liabilities as current or non-current. The effective date of the amendments was initially 1 January 2022; however, in July 2020 effectiveness was deferred to 1 January 2023 due to the COVID-19 pandemic. At its June 2021 meeting, the IASB tentatively decided to amend the requirements of IAS 1 with regard to the classification of contingent liabilities and disclosure of those conditions and to defer the effective date of the 2020 amendment by at least one year to financial periods beginning on or after 1 January 2024.

The Directors do not expect the Group's consolidated financial statements to be materially affected by the adoption of these amendments.

Consolidation methods

The consolidated financial statements were prepared on the basis of the financial statements at 31 December 2022 prepared by the Parent Company Neodecortech S.p.A. and the consolidated companies, in accordance with the accounting standards adopted by the Group.

The administrative period and the closing date for the preparation of the Consolidated Financial Statements correspond to those of the financial statements of the Parent Company and all consolidated companies.

Subsidiaries

Subsidiaries are those entities in which the Group is exposed to variable returns, or holds rights to those returns, arising from its relationship with those entities and at the same time has the ability to affect those returns by exercising its power.

The Group assesses entity control through the presence of three elements:

  • § power: current ability of the Group, deriving from substantive rights, to direct the relevant activities of the businesses that significantly affect the entity's returns;
  • § the Group's exposure to variability in the returns of the investee;
  • § correlation between power and returns, the Group has the ability to exercise its power to affect the returns from such relationship.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is assumed until the date on which such control ceases.

Scope of consolidation

The list of companies over which Neodecortech S.p.A. exercises control, and are therefore included in these consolidated financial statements, is shown in the table below:

Company name Registered office Share Capital Consolidation method % held
Cartiere di Guarcino S.p.A. Guarcino (IT) 10,000,000 € Full 100%
Bio Energia Guarcino S.r.l.* Guarcino (IT) 1,100,000 € Full 100%

* Controlled indirectly through Cartiere di Guarcino S.p.A.

There were no changes versus the prior year.

During the year, the Group allocated assets or loans for the establishment on 19 October 2022 of NDT Energy S.r.l., with registered office in Filago (BG) and operating offices in Casoli di Atri (TE). The Company has a fully paid-up capital of € 100 thousand, is currently dormant and awaiting authorization to operate a WtE plant, capable of reusing process waste and meeting a large part of the energy needs of the adjacent NDT "laminates" division; the company, therefore, remained outside the consolidation scope at 31 December 2022.

The table below shows the reconciliation of Parent Company equity and profit for the period with the corresponding consolidated figures.

CONSOLIDATED FIGURES IN EURO THOUSANDS EQUITY
31
DECEMBER
2022
PROFIT
(LOSS) FOR
THE YEAR
31
DECEMBER
2022
EQUITY
31
DECEMBER
2021
PROFIT
(LOSS) FOR
THE YEAR
31
DECEMBER
2021
Equity and profit for the year attributable to the parent company 77,274 8,437 70,465 6,688
Elimination of the carrying amount of consolidated investments:
Difference between carrying amount and pro-rata amount of equity - -
Currency translation difference - -
Pro-rata results of investees 4,073 2,559
Cancellation of write-downs/write-backs of investments (3,880) (2,420)
Amortization of fair value of fixed assets (allocation of BEG goodwill) (162) (162)
Elimination of the effects of transactions between consolidated companies:
Intercompany profits included in the value of closing inventory - (31) - 23
Intercompany profits on disposal of fixed assets - - - -
Equity and profit for the year attributable to the shareholders of the parent
77,274 8,437 70,465 6,688
Non-controlling interests - - - -
Total equity 77,274 8,437 70,465 6,688

Transactions eliminated in the consolidation process

All intercompany balances and transactions, including any unrealized gains from third parties, are eliminated in full. Unrealized losses from intercompany transactions with third parties are eliminated, unless they cannot be recovered at a later date.

Non-current assets held for sale and discontinued operations

Assets and liabilities held for sale and discontinued operations are classified as such if their carrying amount will be recovered primarily through sale rather than through continued use; these assets must represent a major independent line of business or geographical area of operation. These conditions are considered fulfilled when the sale is considered highly probable and the assets and liabilities are immediately available for sale in their present condition.

Operations held for sale are measured at the lower of net carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets once classified as held for sale no longer need to be depreciated or amortized.

In the consolidated statement of income, the net result from discontinued operations, together with the gain or loss from the measurement at fair value less costs to sell and the net realized gain or loss from the sale of assets, is grouped in a single line item separately from the result from continuing operations.

Cash flows relating to discontinued operations are reported separately in the statement of cash flows.

The above information is also presented for the comparative period.

Cost of a business combination

Under IFRS 3, the cost of an acquisition is the acquisition-date fair value of the consideration transferred, plus the amount of any non-controlling interest held. For each business combination, any non-controlling interest in the acquiree must be measured at fair value or in proportion to the non-controlling interest's share of the acquiree's identifiable net assets.

IFRS 3 requires that acquisition-related costs be considered as expense in the periods in which such costs are incurred and the services are received.

Allocating the cost of a business combination

Goodwill is determined as the excess between:

  • § the sum of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value, at the acquisition date, of any interest in the acquiree previously held;
  • § the net fair value of the identifiable assets and liabilities at the date of acquisition.

If the difference is negative, it is recorded directly in the income statement. If the initial recognition of a business combination can only be determined provisionally, the adjustments to the amounts assigned are recorded within 12 months of the acquisition date (valuation period).

Business combination achieved in stages

If a business combination is achieved in stages with subsequent purchases of shares, at each transaction the fair value of the investment previously held must be recalculated and any difference recognized in the income statement as a profit or loss.

Purchases of shares subsequent to taking control do not result in a restatement of identifiable assets and liabilities. The difference between the cost and the portion of equity acquired is recorded as a change in Group equity. Transactions that result in a decrease in the percentage of interest held, without loss of control, are treated as disposals to minority shareholders and the difference between the interest sold and the price paid is recorded in Group equity.

Subjective evaluations and use of estimates

The preparation of the financial statements and the notes thereto, in application of the IAS-IFRS, requires Management to make estimates and assumptions that affect the carrying amounts of assets and liabilities and disclosures on contingent assets and liabilities as of the reporting date, as well as the amount of revenue and costs in the reporting period presented. Estimates and assumptions used are based on experience and on other factors considered significant. Actual results may differ from these estimates. Estimates and assumptions are reviewed regularly and the effects of each variation therein are recognized in profit and loss in the period in which the estimate was revised. The effects of such

revisions are reflected in the periods on which they have effect, i.e. both in the current period, and in future periods, if relevant.

To provide a better understanding of the Consolidated Financial Statements, the following are the most significant estimates adopted in the process of preparing the Consolidated Financial Statements, as they involve a high level of subjective judgments, assumptions and estimates relating to issues that are by their nature uncertain. Changes in the conditions underlying the judgments and assumptions made could have a material impact on subsequent results.

  • § Measurement of receivables: receivables from clients are adjusted by the related allowance for doubtful accounts to take account of their recoverable value. The determination of the amount of the write-downs requires the directors to perform subjective evaluations based on past experience for similar receivables or current and historical past dues, closing rates, losses and collections, and to carefully monitor credit quality, especially in the current context of the COVID-19 pandemic and the Russian-Ukrainian conflict;
  • § Measurement of inventory: obsolescent inventory is periodically measured and written down if the net realizable value is lower than the carrying amount. Write-downs are calculated on the basis of Management's assumptions and estimates, based on their experience and sales forecasts;
  • § Measurement of deferred tax assets: deferred tax assets whose recovery in future years is considered highly probable - are measured on the basis of the expected taxable income in future years. The measurement of such expected taxable income depends on factors that may vary over time and have significant effects on the measurement of deferred tax assets;
  • § Income tax: the calculation of the Group's tax liability requires Management to measure transactions whose tax implications are not certain at the balance sheet date;
  • § Impairment of intangible and tangible assets with finite useful life: these assets undergo an impairment test to ascertain whether there has been an impairment, which must be recognized by means of a write-down, when there are indications of a difficulty in recovering the related net book value through use. Ascertainment of the existence of the above indicators requires the Directors to make subjective assessments based on information available within the Group and from the market, as well as statistics. Additionally, if it is determined that a potential impairment may have occurred, the Group determines it using appropriate measurement techniques. The proper identification of the elements pointing to the existence of a potential impairment, as well as the estimates used to determine them, depend on factors that may change over time and that are subject to uncertainties and the use of estimates (growth rates, rates of return on assets, and financial projections affected by external, non-controllable variables) that affect the valuations and estimates made by the Directors;
  • § Measurement of intangible and tangible assets with finite useful life: tangible and intangible assets with finite useful life are depreciated/amortized over the estimated useful life of the related assets. The useful life of the assets is determined by the Directors at the time the asset is acquired; it is based on historical experience for similar fixed assets, market conditions and anticipations of future events that could have an impact on the useful life. Therefore, the actual useful life may differ from the estimated useful life. The Group regularly assesses technological and industry changes to update the remaining useful life. This regular update could lead to a change in the amortization/depreciation period and therefore also in the amortization/depreciation charge for future years.
  • With regard to the COVID-19 pandemic and the Russian-Ukrainian conflict, in addition to the internal and external impairment indicators generally monitored, Management assessed, based on information available at 31 December 2022, the effects of the pandemic on the recoverable value of assets. Based on the final results at 31 December 2022, the forecasts made in the 2021-2023 Business Plan and the 2023 Budget, and the assumptions on the impact of the pandemic and of the Russian-Ukrainian conflict for the years subsequent to 31 December 2022, Management does not deem them to represent an indicator of impairment for the Group and, therefore, did not consider it necessary to carry out an impairment test on the value of the recognized assets;

  • § Pension plans: the present value of the liability for pension benefits depends on a number of factors that are determined by actuarial methods using certain assumptions. The assumptions regard the discount rate, the expected return on the assets servicing the plan, the rates of future salary increases, and the mortality and resignation rates. Any change in the above assumptions could have significant effects on the liability for pension benefits;

  • § Valuation of risk provisions: the Group is subject to legal and tax lawsuits that may arise from complex and difficult issues, which are subject to a varying degree of uncertainty, including facts and circumstances underlying each case, jurisdiction and different applicable laws. Given the uncertainties underlying these issues, it is difficult to accurately predict the outlay that could arise from such disputes. Accordingly, after hearing the opinion of their legal and tax advisors and experts, the Directors recognize a liability from such disputes when they consider it probable that a financial outlay will occur and when the amount of the resulting losses can be reasonably estimated. This estimate implies the adoption of assumptions that depend on factors that may change over time and which could therefore have significant effects over the current estimates made by the Directors in preparing the Group's consolidated financial statements;
  • § Determination of fair value: the fair value of certain financial assets that are not listed on active markets is determined using measurement techniques. The Group uses measurement techniques that use inputs that are directly or indirectly observable in the market at year end, related to the assets being measured. While the estimates of the abovementioned fair values are deemed reasonable, possible changes in the estimation factors on which the calculation of these values is based may produce different valuations.

Accounting policies

Property, plant and equipment

These are recorded at purchase, production or transfer cost, including any ancillary expense and direct costs required to make the asset available for use, less subsequent accumulated depreciation and write-downs for impairment. All other costs and financial expense are recognized in the income statement in the year to which they refer.

If an item of property, plant and equipment consists of several components with different useful lives, these components are accounted for separately (if they are significant components).

Leasehold improvements are classified as PPE, on the basis of the cost incurred. In such cases, the depreciation period corresponds to the lower of the residual useful life of the tangible asset and the residual term of the lease contract.

Assets under construction are recorded at cost under "Assets under construction" until they are available for use; at the time of their availability for use, the cost is classified under the relevant item and depreciated.

The gain or loss on the disposal of property, plant, machinery, equipment and other assets is determined as the difference between the net sale proceeds and the net residual value of the asset, and is recognized in the income statement for the year in which the asset is derecognized.

Costs incurred after the purchase of the assets and the cost of replacing certain parts of the assets recorded in this category are added to the carrying amount of the item to which they refer and capitalized only if they increase the future economic benefits inherent in the asset itself and are therefore depreciated on the basis of the residual possibility of use of the asset. All other costs are recognized in the income statement when incurred.

When the cost of replacing certain parts of the assets is capitalized, the residual amount of the parts replaced is charged to the income statement.

Gains and losses arising from the sale or disposal of assets are determined as the difference between the sale proceeds and the net carrying amount of the asset and are recognized in the income statement for the year.

Depreciation is generally calculated on a straight-line basis over the estimated useful lives of the individual components into which property, plant and equipment are divided. Land is not depreciated.

Below are the rates applied for each category:

Category Rates %
Neodecortech
Rates % Rates %
Cartiere di
Guarcino
Bio Energia
Guarcino
Industrial buildings 2% 2.5% 4%
Lightweight constructions 10%
Temporary and kindred constructions 10%
Plant and equipment 9% 5.5%
Purification plants 12% 7.5%
Miscellaneous production equipment / laboratory 30%
Production equipment (printing cylinders) 20%
Furniture and ordinary office equipment 12% 8.5% 12%
Electronic office equipment 20% 14%
Internal means of transport 16% 14% 10%
Cars and motor vehicles 25% 17.5%
Laboratory workshop maintenance 17.5%
General plant 4.5% 15%
General equipment 6.5%
Communications systems 20%
Weighing plant 15%
Firefighting Water System 15%
Dewatering plant 15%
Steam production plant 15%
Measurement and control system 10%
Industrial equipment 10%
Workshop and equipment 10%

The useful life of tangible assets and their residual value are reviewed and updated, where necessary, at least at the end of each financial period.

Tangible assets are also tested for impairment annually or whenever there is an indication that the asset may be impaired. Reference should be made to the section below "Impairment of property, plant and equipment and intangible assets" for the criteria used to determine any write-downs.

Leases

The Group must evaluate whether the contract is, or contains a lease, as at the date it is entered into. The Group recognizes the Right of Use and related Lease Liability for all leases in which it acts as lessee, except for short-term leases (leases of 12 months or less) and leases related to low-value assets (i.e., assets valued at less than € 5,000 when new). Contracts for which the latter exemption has been applied fall primarily within the following categories: computers, phones and tablets; printers, other electronic devices; and furniture and fixtures.

With regard to these exemptions, the Group records the related payments as operating expense recognized on a straight-line basis over the life of the contract.

The lease liability is initially recorded at the present value of future payments at the effective date of the contract. Since most of the lease agreements entered into by the Group do not contain an implicit interest rate, the discount rate to be applied to future lease payments was determined as the risk-free rate, with maturities commensurate with the term of the specific lease, increased by the specific credit spread of the company entering into the agreement.

Lease payments included in the value of the lease Liability include:

  • § the fixed component of lease payments, net of any incentives received;
  • § variable lease payments based on an index or rate, initially measured using the index or rate on the effective date of the contract;
  • § the amount of collateral for the residual value that the lessee expects to pay;
  • § the exercise price of the purchase option, which must only be included if the exercise of such option is considered reasonably certain;
  • § penalties for early termination of the contract, if the lease term envisages the option to exercise termination of the lease and the exercise thereof is estimated to be reasonably certain.

Subsequent to initial recognition, the carrying amount of the lease liability increases due to interest accrued (using the effective interest method) and decreases to take account of payments made under the lease agreement.

The Group restates the value of the Lease Liabilities (and adjusts the value of the corresponding Right of Use) if:

  • § the lease term changes or there is a change in the valuation of the exercise of the option right; in this case, the lease liability is restated by discounting the new lease payments at the revised discount rate.
  • § the value of lease payments changes as a result of changes in indices or rates, in such cases the Lease Liability is restated by discounting the new lease payments at the initial discount rate (unless the payments due under the lease change as a result of fluctuations in interest rates, in which case a revised discount rate must be used).
  • § The Group did not recognize any of the above changes in the period, availing itself, however, of the possibility of early application of the amendment to IFRS 16 - COVID-19 Related Rent Concessions, which allowed it to account for the effects of reductions in lease payments directly in the income statement at the effective date of the reduction, without having to assess, through the analysis of contracts, whether the definition of lease modification in IFRS 16 is met.

The Group did not recognize any of the above changes during the period.

The Right of Use asset includes the initial calculation of the lease Liability, lease payments made prior to or on the effective date of the contract, plus any other initial direct costs. The Right of Use is recorded in the financial statements net of depreciation and any impairment losses. Lease-related incentives (e.g., free lease periods) are recognized as part of the initial value of the right of use and lease liability over the contract period.

The Right of Use is amortized/depreciated on a systematic basis to the lower of the lease term and the remaining useful life of the underlying asset. If the lease agreement transfers ownership of the related asset or the cost of the right of use reflects the Group's wish to exercise the purchase option, the related right of use is amortized over the useful life of the asset in question. The beginning of amortization starts from the effective date of the lease.

The Right of Use is included under "Tangible assets" in the consolidated statement of financial position.

The Group applies IAS 36 Impairment of Assets in order to identify the presence of any impairment losses.

In the statement of cash flows, the Group divides the total amount paid between principal (recognized in the cash flow from financing activities) and interest (recognized in the cash flow from operations).

Intangible assets

An intangible asset is an identifiable non-monetary asset without physical substance, controllable and capable of generating future economic benefits. These items are recorded at purchase and/or production cost, including directly attributable expenses for preparing the asset for use, net of accumulated amortization and any impairment losses.

Intangible assets arising from the development of products and production processes are recognized as assets only if the following requirements are met:

  • § the cost attributable to the asset during its development can be measured reliably;
  • § the product or process is technically and commercially feasible;
  • § future economic benefits are likely;
  • § the Group has sufficient resources to complete its development and to use or sell the asset.

Amortization begins from when the asset is available for use, in accordance with Management's intentions, and is systematically allocated in relation to the residual possibility of use of the asset, or on the basis of its estimated useful life.

The costs of software licenses, including expenses incurred to make the software ready for use, are amortized on a straight-line basis over the relevant period of time (5 years), while the costs relating to the maintenance of software programs are charged to the Income Statement at the time they are incurred.

Intangible assets with finite useful life are systematically amortized from the moment the asset is available for use over their expected useful life. Below are the rates applied for each category:

Category Rates %
Neodecortech
Rates %
Cartiere di
Guarcino
Rates %
Bio Energia
Guarcino
Patents and use of intellectual property 20%
Other intangible fixed assets 20% 20% 20%

Intangible assets with finite useful life are also tested for impairment whenever there is an indication that the asset may be impaired. Reference should be made to the section below "Impairment of property, plant and equipment and intangible assets" for the criteria used to determine any write-downs.

Impairment of property, plant and equipment and intangible assets

At each balance sheet date, an assessment is made to ascertain whether there are any indications that tangible and intangible assets (including rights of use, the reduction in value of which is connected with the emergence of conditions for using the asset on the basis of an onerous contract pursuant to IAS 37) may have suffered impairment. Both internal and external sources of information are considered for this purpose. With regard to the former (internal sources), the following are considered: obsolescence or physical deterioration of the asset, any significant changes in the use of the asset, and the economic performance of the asset compared to estimated performance. With regard to external sources, the following are considered: trends in the market prices of assets, any technological, market or regulatory discontinuities, trends in market interest rates or the cost of capital used to value investments.

If such indicators are identified, the recoverable amount of said assets is estimated (impairment test), posting any writedown against the related carrying amount to the Income Statement. The recoverable value of an asset is represented by the greater of its fair value, less ancillary costs to sell, and its value in use, i.e. the current value of the future cash flows estimated for this asset. In determining the value in use, the expected future cash flows are discounted using a discount rate that reflects current market assessments of the time value of money, in relation to the period of the investment and the risks specific to the asset. For an asset that does not generate cash flows that are largely independent, the recoverable amount is determined in relation to the cash generating unit (CGU) to which such asset belongs.

An impairment loss is recognized in the Income Statement if the carrying amount of the asset, or of its cash generating unit, is higher than its recoverable value. Impairment losses of the cash generating unit are recognized as a reduction in assets, in proportion to their book value and within the limits of the relating recoverable value, including rights of use. If the conditions for a previous write-down no longer apply, the carrying amount of the asset is reinstated with an entry in profit and loss, up to the net carrying amount that the asset in question would have had if the write-down had not been made and the related amortization/depreciation had been carried out.

Financial assets

All financial assets are initially recognized, at the trading date, at cost, which corresponds to the fair value increased by the expense directly attributable to the purchase, with the exception of financial assets held for trading (fair value in the income statement).

All financial assets must be subsequently recognized at amortized cost or fair value based on the entity's business model for managing financial assets and the characteristics related to the contractual cash flows of the financial asset. Specifically:

  • § Debt instruments held as part of a business model whose objective is to hold financial assets for the purpose of collecting contractual cash flows, and which have cash flows represented solely by principal payments and interest on the amount of principal to be repaid, are subsequently measured at amortized cost;
  • § Debt instruments held as part of a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and which have cash flows represented solely by principal payments and interest on the amount of principal to be repaid, are subsequently measured at fair value with changes recognized in other comprehensive income (FVTOCI);
  • § All other debt instruments and investments in equity instruments are subsequently measured at fair value, with changes recognized in net profit (loss) for the year (FVTPL).

When an investment in a debt instrument measured as FVTOCI is derecognized, the cumulative gain (loss) previously recognized in other comprehensive income is reclassified from equity to net profit (loss) through a reclassification adjustment. Conversely, when an investment in an equity instrument designated as FVTOCI rated is derecognized, the cumulative gain (loss) previously recognized in other comprehensive income is subsequently transferred to retained

earnings without passing through the income statement. Dividends received from investments in equity instruments are recognized in the income statement.

Debt instruments subsequently measured at amortized cost or FVTOCI are subject to financial asset impairment. With regard to the impairment of financial assets, the Group has applied a model based on expected losses on receivables, with reference to trade receivables. Specifically, the Group measures the loss allowance on a financial asset at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial asset has significantly increased since initial recognition, or if the financial instrument is an impaired financial asset that has been purchased or originated. However, if the credit risk of a financial instrument has not increased significantly since initial recognition, the Group shall measure the loss allowance for the financial instrument in an amount equal to the expected credit losses from a default event in the following 12 months (12-month expected credit losses).

The Group adopts the simplified method for measuring the loss allowance for trade receivables by estimating the expected losses over the life of the receivable, also using a Group procedure that also requires a customer-by-customer analysis of past due doubtful debts.

The Group derecognizes all or a portion of its financial assets when:

  • § the contractual rights attributable to these assets have expired;
  • § it transfers the risks and rewards of ownership of the asset or does not transfer or even retain substantially all the risks and rewards, but transfers control of these assets;
  • § Receivables transferred as a result of factoring transactions are eliminated from the statement of financial position only if they are transferred without recourse, and if substantially all the risks inherent in the receivable are transferred.

Receivables assigned with recourse, or in any case without the transfer of all risks, remain recorded in the financial statements and a financial liability of equal amount is recorded under liabilities against the advance received.

Inventory

The purchase cost includes the costs incurred to bring each asset to the storage location and takes account of writedowns related to obsolescence and slow turnover of inventory.

The production cost of finished and semi-finished goods includes the cost of raw materials, direct labour and a portion of general production costs, calculated on the basis of normal plant operations, while financial costs are excluded.

For raw and ancillary materials and consumables, the net realizable value is represented by the replacement cost. For finished and semi-finished goods, the net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the costs necessary to make the sale.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank deposits on demand, and other treasury investments with original expected maturities of three months or less. Overdrafts are considered a means of financing and not a component of cash and cash equivalents. The definition of cash and cash equivalents in the statement of cash flows corresponds to the definition in the statement of financial position.

Treasury shares

Repurchased treasury shares are recorded at cost and deducted from equity. The purchase, sale or cancellation of treasury shares does not give rise to any profit or loss in the income statement. The difference between the purchase price and the consideration, in the event of re-issue, is recognized in the share premium reserve.

Provisions for risks and charges

Allocations to provisions for risks and charges are made when the Group must meet a current obligation (legal or implicit) deriving from a past event, the amount of which can be reliably determined, and the fulfilment of which will likely result

in the use of resources. Allocations are made on the basis of the best estimate, on the basis of the costs required to fulfil the obligation at the balance sheet date, and are discounted when the effect is significant. In this case, the discounting is determined at a pre-tax discount rate that reflects the current market valuation of the cost of money in relation to time. The discounting effect is recorded under financial expense.

Employee benefits

As of 1 January 2007, companies with over 50 employees at the date of introduction of the reform are required to pay the new severance indemnity flows into pension funds chosen by the worker or, where the worker has opted to keep the flows within the company, into a treasury account set up with INPS. For the Group, the employee severance indemnity accrued up to 31 December 2006 continues to fall under "defined benefit plans", while the indemnity accrued after such date is treated, for all workers, as a "defined contribution plan", since all the companies' obligations are discharged with the periodic payment of a contribution to third parties. An exception is made for the portions accrued by workers who have opted to keep the severance indemnity within the company, which are classified as a defined benefit plan.

Defined contribution plans

Defined contribution plans are formalized post-employment benefit programs under which the Group pays fixed contributions to an insurance company or pension fund and will not have a legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior years.

These contributions, paid in exchange for employee service, are recorded as an expense in the period incurred.

Defined benefit plans

Defined benefit plans are formalized post-employment benefit programs that constitute a future obligation for the Group. The entity is, in substance, underwriting the actuarial and investment risks associated with the plan. Under IAS 19, the Group uses the Projected Unit Credit Method to determine the present value of obligations and the related current service cost.

This actuarial calculation requires the use of objective and compatible actuarial assumptions about demographic (mortality rate, employee turnover rate) and financial (discount rate, future increases in salary levels and medical benefits) variables.

Actuarial gains and losses related to post-employment defined benefit plans may result from both changes in the actuarial assumptions used for the calculation between two consecutive years and changes in the value of the obligation relating to the actuarial assumptions made at the beginning of the year. Actuarial gains and losses are recognized and charged immediately to other comprehensive income.

Net interest expense on defined benefit plans is recognized in financial income/(expense) in the income statement.

Loans

Loans are initially recognized at the fair value of the amount disbursed/received net of ancillary expense directly attributable to the financial asset/liability. After initial recognition, loans are measured at amortized cost using the effective interest method.

Trade and other payables

Trade and other payables are initially recorded at the fair value of the initial consideration received in exchange and subsequently measured at amortized cost.

Revenue recognition

Revenue is measured taking account of the consideration specified in the contract with the customer. The Group recognizes revenue when it transfers control of goods or services.

Revenue recognition is performed by applying a five-step model as outlined below:

  • § Identification of the contract with the customer;
  • § Identification of "performance obligations" under the contract;
  • § Determination of transaction consideration;
  • § Allocation of consideration to individual "performance obligations";
  • § Recognition of revenue at the point in time (or over a period of time) of satisfaction of the individual "performance obligation".

Revenue is recognized when the economic benefits associated with the sale of goods or the provision of services will flow to the Group and the amount can be reliably determined. Revenue is recorded at fair value, equal to the consideration received or receivable, taking account of the value of any trade discounts granted and volume rebates.

With regard to the sale of goods, revenue is recognized when the company has transferred the significant risks and benefits associated with the ownership of the goods to the purchaser. Contracts with customers generally include a single performance obligation. A performance obligation is satisfied upon delivery of the asset.

Costs

Costs are recorded on an accruals basis and in accordance with the relevance principle.

Financial expense and income

Interest income/expense is recognized as financial income/expense following its assessment on an accruals basis and using the effective interest rate method.

Income tax

Current tax is calculated on the basis of taxable income for the year, applying the tax rates in force at the reporting date. Deferred tax is calculated on all differences arising between the tax base of an asset or liability and the relating carrying amount.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which they can be recovered. Deferred tax is determined using the tax rates that are expected to apply in the periods in which the differences are realized or settled. The recoverability of deferred tax assets is reviewed at each end of the period. Deferred tax assets not recognized in the financial statements are re-analyzed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

Current and deferred tax is recorded in the Income Statement, with the exception of tax relating to items directly debited or credited to equity, in which case the tax effect is recognized directly in equity and in the Consolidated Statement of Comprehensive Income. Tax is offset when levied by the same taxing authority and when there is a legal right to offset it and a settlement of the net balance is expected.

Neodecortech S.p.A. participates as a subsidiary in the national tax consolidation scheme of the Valentini Group, together with the subsidiaries Cartiere di Guarcino S.p.A., Bio Energia Guarcino S.r.l., and Valinvest S.r.l.. In this context, pursuant to Articles 117 et seq. of Presidential Decree 917/86, IRES is determined at the level of Finanziaria Valentini S.p.A. by offsetting the positive and negative taxable amounts of the above companies.

Income-related transactions, responsibilities and mutual obligations among the companies are set out in the regulations for participation in the tax consolidation scheme of the Valentini Group.

Derivative financial instruments

Derivatives, including embedded derivatives that are separated from the main contract, are initially recognized at fair value.

Derivatives are classified as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the hedge effectiveness, regularly verified, is high.

When hedging derivatives hedge the risk of change in the fair value of the hedged instruments, they are recorded at fair value and the effects are posted to the income statement; accordingly, the hedged instruments are adjusted to reflect the changes in fair value associated with the risk hedged.

When derivatives hedge the risk of fluctuations in the cash flows of the hedged instruments (cash flow hedge), the hedges are designated against the exposure to variability in cash flows attributable to risks that may subsequently affect the Income Statement; these risks are generally associated with an asset or liability recognized in the balance sheet (such as future payments on debts at variable rates). The effective portion of the change in the fair value of the portion of derivative contracts that have been designated as hedges under IFRS 9 is recognized as a component of the Comprehensive Income Statement (hedging reserve); this reserve is then charged to profit or loss in the period in which the hedged transaction affects the Income Statement. The ineffective portion of the change in fair value, as well as the entire change in fair value of the derivatives that have not been designated as hedging instruments or do not meet the requirements of IFRS 9, is booked directly to the income statement.

When derivative instruments do not meet the requirements to be classified as hedges, gains and losses from fair value fluctuations are recognized in the income statement for the period.

Transactions denominated in currencies other than the functional currency

Transactions denominated in currencies other than the functional currency are initially translated into the functional currency using the exchange rate on the date of the transaction. At the reporting date, monetary assets and liabilities denominated in non-functional currencies are translated into the functional currency at the exchange rate in effect at the reporting date. The resulting exchange rate differences are recorded in the Income Statement.

Non-monetary assets and liabilities denominated in non-functional currencies and measured at cost are translated at the exchange rate on the date of the transaction, while those measured at fair value are translated at the exchange rate on the date such value is determined.

Earnings/(loss) per share

Earnings per share are calculated by dividing the Group's net profit or loss by the weighted average number of shares outstanding during the relevant period, excluding treasury shares. Diluted earnings are calculated by dividing the Group's profit or loss adjusted to take account of any effects, net of tax for the year, of any rights with diluted effects by the weighted average number of shares outstanding during the relevant period, excluding treasury shares and equivalent securities (options) with dilutive effect.

Segment reporting

The Group's areas of operation, which constitute the segment reporting under IFRS 8, are as follows and correspond to the activities carried out by the Parent Company and its subsidiaries, Cartiere di Guarcino S.p.A., Bio Energia Guarcino S.r.l. and NDT Energy S.r.l., respectively:

  • · Printed Decorative Paper Division Neodecortech S.p.A.
  • · Decorative Paper Division Cartiere di Guarcino S.p.A.
  • · Energy Division Bio Energia Guarcino S.r.l.
  • · Energy Division NDT Energy S.r.l. (dormant)

The Group's management and organizational structure reflects the segment reporting by business activity as described above. Operating segments are identified on the basis of the elements that the Group's highest decision-making level uses to make its decisions regarding the allocation of resources and the assessment of results.

The table below shows the segment figures relating to revenue and income and results at 31 December 2022 and, below, at 31 December 2021:

31 December 2022

(Euro thousands) Printed
Decorative
Paper
Division
% on
Revenue
Decorative
Paper
Division
% on
Revenue
Energy
Division
% on
Revenue
Aggregate Eliminations
and
consolidation
entries
Consolidated % on
Revenue
Revenue from sales and services 75,448 100.0% 95,102 100.0% 54,307 100.0% 224,857 28,383 196,474 100.0%
Changes in work in progress, semi-finished
and finished products
(136) (0.2%) 3,181 3.3% 0 0.0% 3,045 1 3,044 1.5%
Other revenue 2,309 3.1% 6,049 6.4% 111 0.2% 8,469 647 7,822 4.0%
Value of Production 77,621 102.9% 104,332 109.7% 54,418 100.2% 236,371 29,031 207,340 105.5%
Raw and ancillary materials and consumables (47,994) (63.6%) (60,706) (63.8%) (44,322) (81.6%) (153,022) (16,482) (136,540) (69.5%)
Other operating expense (13,158) (17.4%) (27,432) (28.8%) (5,454) (10.0%) (46,044) (12,231) (33,813) (17.2%)
Value Added 16,469 21.8% 16,194 17.0% 4,642 8.5% 37,305 318 36,987 18.8%
Personnel expense (11,235) (14.9%) (9,602) (10.1%) (433) (0.8%) (21,270) (274) (20,996) (10.7%)
EBITDA 5,234 6.9% 6,592 6.9% 4,209 7.8% 16,035 44 15,991 8.1%
Amortization and depreciation (3,450) (4.6%) (3,114) (3.3%) (2,968) (5.5%) (9,532) 227 (9,759) (5.0%)
Allocations (128) (0.2%) 0 0.0% 0 0.0% (128) 0 (128) (0.1%)
EBIT 1,656 2.2% 3,478 3.7% 1,241 2.3% 6,375 271 6,104 3.1%
Financial expense (1,599) (2.1%) (657) (0.7%) (381) (0.7%) (2,637) (266) (2,371) (1.2%)
Financial income 8,926 11.8% 726 0.8% 0 0.0% 9,652 4,146 5,506 2.8%
Profit/(loss) before tax 8,983 11.9% 3,547 3.7% 860 1.6% 13,390 4,151 9,239 4.7%
Income tax (545) (0.7%) 9 0.0% (343) (0.6%) (879) (77) (802) (0.4%)
Profit/(loss) for the year 8,438 11.2% 3,556 3.7% 517 1.0% 12,511 4,074 8,437 4.3%

31 December 2021

(Euro thousands) Printed
Decorative
Paper
Division
% on
Revenue
Decorative
Paper
Division
% on
Revenue
Energy
Division
% on
Revenue
Aggregate Eliminations
and
consolidation
entries
Consolidated % on
Revenue
Revenue from sales and services 76,940 100.0% 78,835 100.0% 40,766 100.0% 196,541 20,112 176,429 100.0%
Changes in work in progress, semi
finished and finished products
(487) (0.6%) 742 0.9% 0 0.0% 255 0 255 0.1%
Other revenue 1,409 1.8% 1,429 1.8% 196 0.5% 3,034 439 2,595 1.5%
Value of Production 77,862 101.2% 81,006 102.8% 40,962 100.5% 199,830 20,551 179,279 101.6%
Raw and ancillary materials and
consumables
(46,149) (60.0%) (51,330) (65.1%) (33,844) (83.0%) (131,323) (17,122) (114,201) (64.7%)
Other operating expense (11,626) (15.1%) (12,788) (16.2%) (3,893) (9.5%) (28,307) (3,196) (25,111) (14.2%)
Value Added 20,087 26.1% 16,888 21.4% 3,225 7.9% 40,200 233 39,967 22.7%
Personnel expense (11,847) (15.4%) (9,821) (12.5%) (420) (1.0%) (22,088) (267) (21,821) (12.4%)
EBITDA 8,240 10.7% 7,067 9.0% 2,805 6.9% 18,112 (34) 18,146 10.3%
Amortization and depreciation (3,384) (4.4%) (2,988) (3.8%) (2,240) (5.5%) (8,612) 227 (8,839) (5.0%)
Allocations (81) (0.1%) 0 0.0% 0 0.0% (81) 0 (81) (0.0%)
EBIT 4,775 6.2% 4,079 5.2% 565 1.4% 9,419 193 9,226 5.2%
Financial expense (434) (0.6%) (1,000) (1.3%) (556) (1.4%) (1,990) (657) (1,333) (0.8%)
Financial income 3,102 4.0% 96 0.1% 4 0.0% 3,202 3,078 124 0.1%
Profit/(loss) before tax 7,443 9.7% 3,175 4.0% 13 0.0% 10,631 2,614 8,017 4.5%
Income tax (753) (1.0%) (555) (0.7%) (75) (0.2%) (1,383) (55) (1,328) (0.8%)
Profit/(loss) for the year 6,688 8.7% 2,620 3.3% -61 (0.1%) 9,247 2,559 6,688 3.8%

At 31 December 2022, the table below shows revenue broken down by type of business.

(Euro thousands) Printed Decorative
Paper Division
Decorative
Paper Division
Energy
Division
Aggregate
Revenue from the sale of goods 62,544 93,154 155,698
Revenue from services 12,904 1,948 14,852
Revenue from the sale of electricity and steam 44,311 44,311
Revenue from incentives 9,996 9,996
Total by segment 75,448 95,102 54,307 224,857

The table below shows segment balance sheet and financial position figures at 31 December 2022 and, below, at 31 December 2021:

31 December 2022

(Euro thousands) Printed
Decorative
Paper
Decorative
Paper
Energy
Division
Aggregate Eliminations
and
consolidation
Consolidated
Division Division entries
Intangible assets 589 237 0 826 1 827
Tangible assets 31,579 37,646 8,711 77,936 681 78,617
Investments 37,129 11,510 0 48,639 (48,539) 100
Other non-current assets/financial receivables 7,975 463 0 8,438 (7,465) 973
Deferred tax assets 416 28 1,199 1,643 39 1,682
Non-current assets 77,688 49,885 9,910 137,483 (55,284) 82,199
Inventory 8,238 29,039 6,413 43,690 (140) 43,550
Trade receivables 8,878 11,197 9,755 29,830 (5,994) 23,836
Receivables from tax consolidation 0 124 689 813 0 813
Tax receivables 1,314 1,799 1,930 5,043 0 5,043
Current financial receivables 3,560 0 0 3,560 (3,560) 0
Other receivables 212 408 650 1,270 (1) 1,269
Cash funds 3,051 6,846 2,145 12,042 1 12,043
Current assets 25,253 49,413 21,582 96,248 (9,694) 86,554
Assets 102,942 99,298 31,492 233,732 (64,979) 168,753
Equity 77,274 37,130 11,025 125,429 (48,155) 77,274
Provisions for risks and charges 211 544 20 775 (1) 774
Deferred tax 2,447 3,180 482 6,109 195 6,304
Post-employment benefits 746 1,362 24 2,132 (1) 2,131
Non-current financial liabilities 7,501 21,566 494 29,561 (7,466) 22,095
Non-current liabilities 10,904 26,651 1,019 38,574 (7,270) 31,304
Trade payables 8,008 21,569 10,111 39,688 (5,995) 33,693
Payables from tax consolidation 469 0 0 469 0 469
Tax payables 379 300 25 704 (1) 703
Current financial liabilities 2,810 12,155 9,278 24,243 (3,561) 20,682
Other current payables 3,097 1,493 35 4,625 3 4,628
Current liabilities 14,763 35,517 19,448 69,728 (9,553) 60,175
Equity and liabilities 102,942 99,298 31,492 233,732 (64,979) 168,753

31 December 2021

(Euro thousands) Printed
Decorative
Paper
Division
Decorative
Paper
Division
Energy
Division
Aggregate Eliminations
and
consolidation
entries
Consolidated
Intangible assets 651 896 4 1,551 0 1,551
Tangible assets 30,878 35,735 11,039 77,652 909 78,561
Investments 33,345 11,150 0 44,495 (44,495) 0
Other non-current assets/financial receivables 10,370 457 0 10,827 (9,027) 1,800
Deferred tax assets 507 76 1,374 1,957 28 1,985
Non-current assets 75,751 48,314 12,417 136,482 (52,585) 83,897
Inventory 8,232 26,918 5,550 40,700 (97) 40,603
Trade receivables 10,249 10,376 6,420 27,045 (413) 26,632
Receivables from tax consolidation 0 0 1,129 1,129 0 1,129
Tax receivables 257 202 1,816 2,275 0 2,275
Current financial receivables 1,560 0 0 1,560 (1,560) 0
Other receivables 120 125 838 1,083 1 1,084
Cash funds 9,152 1,033 3,306 13,491 0 13,491
Current assets 29,570 38,654 19,059 87,283 (2,069) 85,214
Assets 105,322 86,967 31,478 223,767 (54,657) 169,110
Equity 70,465 33,414 10,504 114,383 (43,918) 70,465
Provisions for risks and charges 382 575 20 977 0 977
Deferred tax 2,361 3,147 380 5,888 262 6,150
Post-employment benefits 1,003 1,562 22 2,587 0 2,587
Non-current financial liabilities 14,468 14,890 2,889 32,247 (9,027) 23,220
Non-current liabilities 18,214 20,174 3,311 41,699 (8,765) 32,934
Trade payables 10,455 18,800 10,991 40,246 (414) 39,832
Payables from tax consolidation 466 350 0 816 0 816
Tax payables 347 419 7 773 0 773
Current financial liabilities 2,142 12,405 6,629 21,176 (1,560) 19,616
Other current payables 3,231 1,406 36 4,673 1 4,674
Current liabilities 16,641 33,380 17,663 67,684 (1,973) 65,711
Equity and liabilities 105,322 86,967 31,478 223,767 (54,657) 169,110

Management of financial risks

The Board of Directors of Neodecortech S.p.A. adopts a consistent policy with a view to reducing the financial risks the Neodecortech Group is exposed to in the course of business.

As the Group's activities are essentially industrial, the use of instruments is limited to transactions to hedge the risks connected with its operations, thus excluding speculative policies or policies that pursue purely financial profit objectives.

The financial instruments applicable to the sector are only those that allow for the funding and use of the financial means required to carry out operations. Therefore, the amounts, terms and maturities of the financial instruments must be appropriate to the transactions they are linked to.

Liquidity risk

In connection to its debt position, the Group is exposed to liquidity risk, namely the risk of being unable to raise the funds required to service and repay existing loans.

In order to minimize this risk, the Treasury and Credit area puts these activities in place:

  • § ongoing assessment of forecast financial requirements in order to put in place the necessary actions in a timely manner;
  • § negotiation of appropriate credit facilities;
  • § the correct composition of net financial debt, i.e. to finance capital expenditure using medium/long-term debt (in addition to equity), while covering net working capital requirements using short-term lines of credit;
  • § inclusion of Group companies in loan agreements in order to optimize any excess liquidity among companies.

Reference should be made to Note 25 "Non-current financial liabilities" and "Current financial liabilities" for further details of the loans taken out.

At 31 December 2022, the Group has an outstanding loan agreement containing covenants tied to compliance with financial or capital ratios.

Credit risk

The Group is subject to credit risk relating to the sales of products in its core markets. The policies set out the criteria for establishing customer creditworthiness, credit facilities and related risk containment measures. The policies also envisage the assignment of responsibilities for approving any breaches of such limits and for preparing management reports.

The review of overdue receivables provides the following analysis by due date (including allocations for invoices to issue and credit notes to issue):

Trade receivables Overall total Total falling
due
Total past due Past due 0 -
30
Past due 31 -
60
Past due 61 -
90
Past due 91 -
120
Past due over
120
31 DECEMBER 2022 24,310 18,129 6,182 4,991 220 2 0 969
Trade receivables Overall total Total falling
due
Total past due Past due 0 -
30
Past due 31 -
60
Past due 61 -
90
Past due 91 -
120
Past due over
120
31 DECEMBER 2021 26,632 23,696 2,936 2,116 181 11 0 628

As the Group's exposure to customers is represented mainly by receivables from companies in the furniture and flooring sector, it is reasonable to estimate that there are no noteworthy solvency risks. Special cases are systematically reviewed and, where deemed necessary, a specific provision for impairment is made.

Also included in past dues between 0-30 days are mainly collection of cash orders paid on December 31, 2022, but credited by the bank on the first day of 2023.

The general risk associated with overall exposure to customers is assessed on a statistical basis, by reviewing the historical series of insolvencies and realized losses per year, to which average percentages of probable uncollectability are associated, in connection to the age of the receivable.

Changes in the provision for doubtful accounts at 31 December 2022 are shown below:

Provision for doubtful accounts
(Euro thousands)
31 DECEMBER 2021 Allocation
s
Utilization Release 31 DECEMBER 2022
Changes in Provision for Doubtful Accounts 419 55 0 0 474
Total provision for doubtful accounts 419 55 0 0 474

Actions aimed at limiting risk include the continued controls made in the year to assess and analyze the higher risk situations on a monthly basis, and the implementation of credit insurance policies at Neodecortech S.p.A. and Cartiere di Guarcino S.p.A. in the manner deemed appropriate.

Exchange rate risk

By focusing its sales on the Italian and European markets of the Euro zone, the Group is exposed to the risk of fluctuations in exchange rates to a limited extent and primarily in relation to the purchase of certain raw materials (pulp and titanium), whose transactions are partly denominated in currencies other than the Euro, primarily in US dollars.

In this regard, the subsidiary Cartiere di Guarcino S.p.A., in order to mitigate the risk, where necessary enters into derivative contracts for the forward purchase of US dollars; at 31 December 2022 and 31 December 2021, there were no open derivative contracts and therefore no fair value to be recorded.

Interest rate risk

The risk is represented by the likelihood that the value or future cash-flows of a financial instrument - in particular, current account overdrafts, bank advances and loans - may vary parallel to changes in interest rates. At 31 December 2022, total medium/long-term loans (including the finance lease of Bio Energia Guarcino S.r.l.) amounted to € 42,327 thousand, of which approximately 83% are at floating rate not hedged by derivative contracts.

To mitigate the above risk, the Parent Company entered into two Interest Rate Swap contracts relating to the outstanding mortgage loan with BPM, with a notional value of € 6,278 thousand and a positive fair value of € 348 thousand at 31 December 2022 (negative € -203 thousand at 31 December 2021). The subsidiary Cartiere di Guarcino S.p.A. has outstanding fixed-rate loans amounting to € 1,129 thousand.

Fair value hierarchy and classes of financial instruments

In order to determine and document the fair value of financial instruments, use was made of the following hierarchy based on different valuation techniques:

  • § Level 1: the data used in the measurements are represented by quoted prices on markets where assets and liabilities identical to those being measured are traded;
  • § Level 2: the data used in the measurements, other than the quoted prices referred to in Level 1, are observable for the financial asset or liability, either directly (prices) or indirectly (derived from prices);
  • § Level 3: non-observable data; if observable data are unavailable and, therefore, there is a modest or nonexistent market activity for the assets and liabilities being measured.

It should be noted that in choosing the measurement techniques to use, the Group has followed the following hierarchy:

  • § use of prices recorded in markets (even if not active) of identical (Recent Transactions) or similar instruments (Comparable Approach);
  • § measurement techniques based primarily on observable market inputs;

§ measurement techniques based primarily on unobservable inputs corroborated by market data.

At 31 December 2022, the Group measured the fair value of derivative financial instruments using inputs that resulted in the financial instruments being categorized in Level 2 of the fair value hierarchy. No changes were reported during the period in the different levels of fair value.

With regard to the classes of financial instruments, at 31 December 2022 - as at 31 December 2021 - the derivatives indicated above represent the only category of financial instruments measured at fair value. Other financial assets and liabilities are measured using the amortized cost method.

Information on the fair value of derivative financial instruments

The following information is provided on the fair value of derivative financial instruments in place at 31 December 2022:

  • § Currency Rate Contract hedging the risk of fluctuation of the US dollar concluded where necessary by Cartiere di Guarcino S.p.A. - at 31 December 2022 and 31 December 2021, there were no open derivative contracts and therefore no fair value to be recorded.
  • § Interest Rate Swap Contract hedging the risk of interest rate fluctuations concluded by Neodecortech S.p.A. Notional value at 31 December 2022 € 6,277,859 - Fair value at 31 December 2022 € +347,549 (€ -203,442 at 31 December 2021);

In 2020, five loan agreements were also concluded for a total of € 10,000 thousand, underlying which there are embedded derivatives (floor at zero on Euribor rate). For four of these agreements, for a total of € 8,000 thousand, the embedded derivatives are active at 31 December 2022, and have therefore been separated and measured and at 31 December 2022 have a negative fair value of € 3 thousand (negative fair value of € 76 thousand at 31 December 2021).

Consolidated income statement

1. REVENUE FROM SALES AND SERVICES

The table below details the item in question with regard to the period ended 31 December 2022 and 2021:

Revenue from sales and services
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Revenue from sales 182,958 93.1 165,781 94.0 17,177 10.4
Services 13,516 6.9 10,648 6.0 2,868 26.9
Total revenue from sales and services 196,474 100.0 176,429 100.0 20,045 11.4

In order to provide adequate disclosure of the nature and characteristics of revenue, reference should be made to the comments appearing in the Directors' Report on Operations.

It should be noted that services consist mainly of the item "Impregnation under contract work" of the Parent Company for the amount of approximately € 12,880 thousand at 31 December 2022 (€ 9,883 thousand at 31 December 2021).

2. CHANGES IN SEMI-FINISHED AND FINISHED PRODUCTS

With regard to changes in inventory, which closes with a positive € 5,227 thousand (a negative € -3,276 thousand at 31 December 2021), the increase, almost exclusively attributable to Cartiere di Guarcino, is due to the inflationary effect from the increase in selling prices resulting from the rise in raw material prices.

3. OTHER REVENUE AND INCOME

Other revenue and income
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Contingent assets 284 3.6 482 18.6 (198) (41.1)
Sale of raw materials and packaging 17 0.2 1 0.0 16 1,600.0
Exchange rate gains 554 7.1 113 4.4 441 390.3
Gains 19 0.2 284 10.9 (265) (93.3)
Insurance reimbursements 102 1.3 82 3.2 20 24.4
Stock Grant Release 0
Other revenue 6,846 87.5 1,633 62.9 5,213 319.2
Total other revenue and income 7,822 100.0 2,595 100.0 5,227 201.4

This item, amounting to € 7,822 thousand at 31 December 2022 (€ +5,227 thousand versus 31 December 2021), is composed of other revenue and income referring to Neodecortech S.p.A. for € 2,039 thousand, Cartiere di Guarcino for € 5,672 thousand, and Bio Energia Guarcino for € 111 thousand.

The following are the main items:

  • § With regard to Neodecortech S.p.A., energy and gas tax receivables were the main item with € 1,184 thousand.
  • § With regard to Cartiere di Guarcino S.p.A., the following were the main items: (i) € 3,862 thousand of energy and gas tax receivables; (ii) € 762 thousand for an internal plant order; (iii) € 170 thousand of non-repayable co-financing for the Horizon Project; (iv) € 95 thousand for an insurance indemnity; (v) € 541 thousand of foreign exchange gains, offset however against the related item of foreign exchange losses, which are reclassified under Other Operating Expense; the Company operates, in fact, through hedges on the risk of foreign exchange fluctuations, including through natural hedging.

4. RAW AND ANCILLARY MATERIALS AND CONSUMABLES

Raw and ancillary materials and consumables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Raw and ancillary materials and consumables 134,662 98.6 112,576 98.6 22,086 19.6
Packaging materials 1,878 1.4 1,624 1.4 254 15.6
Total raw materials 136,540 100.0 114,201 100.0 22,339 19.6

With regard to the increase in "Raw and ancillary materials and consumables" for € 22,339 thousand, reference should be made to the Directors' Report on Operations.

5. OTHER OPERATING EXPENSE

Other operating expense
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
External processing 296 0.9 357 1.4 (61) (17.1)
Consultancy 2,217 6.6 1,944 7.7 273 14.0
Advertising and marketing 264 0.8 201 0.8 63 31.3
Bonuses and commissions 1,270 3.8 1,374 5.5 (104) (7.6)
Transport 6,629 19.6 4,368 17.4 2,261 51.8
Utilities 11,195 33.1 5,586 22.2 5,609 100.4
Fees to Directors and Board of Statutory Auditors 784 2.3 805 3.2 (21) -2.6
Insurance 1,325 3.9 1,347 5.4 (22) -1.6
Bank commissions 271 0.8 266 1.1 5 1.9
Reimbursements to employees 34 0.1 23 0.1 11 47.8
Travel expense 152 0.4 100 0.4 52 52.0
Sundry industrial services 5,584 16.5 5,447 21.7 137 2.5
Other services 1,372 4.1 1,303 5.2 69 5.3
Rental expense 1 0.0 2 0.0 (1) (50.0)
Rentals and other 235 0.7 190 0.8 45 23.7
Tax and duties 881 2.6 833 3.3 48 5.8
Gifts 7 0.0 10 0.0 (3) (30.0)
Contingent liabilities 419 1.2 698 2.8 (279) (40.0)
Exchange rate losses 707 2.1 161 0.6 546 339.1
Capital losses 39 0.1 4 0.0 35 0.0
Other operating expense 131 0.4 94 0.4 37 39.4
Total Other Operating Expense 33,813 100.0 25,111 100.0 8,701 34.7

The change in this item of € 8,701 thousand is due mainly to the following:

· Other operating expense, up by an overall +35% (€ +8,701 thousand) versus 31 December 2021, includes increases in costs related to turnover such as "transportation" +52% (€ +2,261 thousand), but mainly "utilities" +100.4% (€ 5,609 thousand).

6. PERSONNEL EXPENSE

Personnel expense
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Wages and salaries 14,705 70.0 15,622 71.6 (917) (5.9)
Social security charges 4,352 20.7 4,995 22.9 (643) (12.9)
Post-employment benefits 1,190 5.7 1,026 4.7 164 16.0
Other personnel expense 749 3.6 178 0.8 571 320.8
Total personnel expense 20,996 100.0 21,821 100.0 (825) (3.8)

Personnel expense at 31 December 2022 decreased by € -825 thousand versus the prior year, due to the combined effect of: (i) a Welfare allocation of € +442 thousand disbursed on a one-time basis to all employees to offset increases in energy bills; (ii) the resort to CIGO (Ordinary Wage Compensation Fund) in the last quarter of 2022 to offset the decline in customer orders (CDG 12,576 hours and NDT 12,454 hours); and (iii) staff turnover on NDT that was reinstated 3-6 months later.

7. AMORTIZATION AND DEPRECIATION

Amortization and depreciation
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Other intangible assets 958 9.8 949 10.7 9 0.9
Buildings 678 6.9 728 8.2 (50) (6.9)
Leasehold improvements 1,566 16.0 824 9.3 742 90.0
Plant and machinery 5,055 51.8 4,811 54.4 244 5.1
Equipment 1,083 11.1 1,153 13.0 (70) (6.1)
Other 419 4.3 375 4.2 44 11.7
Total amortization and depreciation 9,759 100.0 8,839 100.0 920 10.4

Amortization and depreciation for the year amounted to € 9,759 thousand, up versus 31.12.2021 (€ 8,839 thousand), due to expenditure for the year and approaching of the end of the useful life of the assets of the subsidiary BEG, which impacts with a higher rate of depreciation related to the most recent expenditure (the end of the useful life of BEG assets is set at 2025 with the end of the current incentive system).

8. ALLOCATIONS

Allocations
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Provision for supplementary agents' indemnity 73 57.0 36 44.4 37 102.8
Provision for doubtful accounts 55 43.0 45 55.6 10 22.2
Provisions for risks and charges - other 0 0.0 0 0.0 0 0.0
Provisions for tax risks and charges 0 0.0 0 0.0 0 0.0
Total Allocations 128 100.0 81 100.0 47 58.0

For the comments, reference should be made, for the provision for supplementary agents' indemnity and for the provision for risks and charges, to the section on the provision for risks and charges in the Statement of Financial Position, while for the provision for doubtful accounts to the section on trade receivables in the Statement of Financial Position, of the Notes.

9. FINANCIAL EXPENSE

Financial expense
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Interest payable on C/A 215 9.1 155 11.6 60 38.7
Interest M/L Term Loans 328 13.8 352 26.4 (24) (6.8)
Interest short-term loans 4 0.2 3 0.2 1 33.3
Interest from factoring 199 8.4 357 26.8 (158) (44.3)
Interest from application of IAS/IFRS 110 4.6 127 9.5 (17) (13.4)
Interest MICA loan 0 0.0 113 8.5 (113) (100.0)
Other interest expense 18 0.8 31 2.3 (13) (41.9)
Other expense 1,336 56.3 0 0.0 1,336 100.0
Total interest expense 2,210 93.2 1,138 85.4 1,072 94.2
Lease interest 80 3.4 98 7.4 (18) (18.4)
Currency losses 81 3.4 97 7.3 (16) (16.5)
Total financial expense 2,371 100.0 1,333 100.0 1,038 77.9

The overall increase of € 1,038 thousand is attributable mainly to the non-recurring item arising from the write-off of the receivable from Andreotti Fotoincisioni S.p.A. amounting to € 1,312 thousand (including principal and accrued interest), which impacts in financial expense (Other expense), time-barred as the MICA payable of € 5,082 thousand (including principal and accrued interest), which appears in the change in financial income as detailed in the Directors' Report on Operations.

Lease expense includes a financial cost totalling € 36 thousand, which arises from the suspension in 2020 of twelve months of principal portions of the financial lease repayment plan from the subsidiary Bio Energia Guarcino S.r.l. following theearly adoption of the new amendment "Covid-19 Related Rent Concessions (Amendment to IFRS 16), which had implied in 2020 the recognition of a financial income totaling € 79 thousand.

10. FINANCIAL INCOME

Financial income
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Interest income 3 0.1 40 32.3 (37) (92.5)
Other income 5,165 93.8 68 54.8 5,097 >100
Currency gains 338 6.1 17 13.7 321 1,888.2
Total financial income 5,506 100.0 124 100.0 5,382 >100

The item decreased by € 5,382 thousand and is composed mainly of:

§ the write-off of the MICA payable amounting to € 5,082 thousand (including principal and accrued interest), which impacts financial income (Other income).

  • § Foreign exchange gains of € 338 thousand (€ 17 thousand at 31 December 2021) include mainly items of the subsidiary Cartiere di Guarcino, which has operations in U.S. dollars for both pulp supplies and part of its sales. This includes both the recognition of the fair value of derivatives hedging the risk of fluctuations in the US dollar underwritten (none present at 31.12.2022) and the valuation of receivables and debt in foreign currencies.
  • § the recognition of the fair value of the embedded derivatives of Neodecortech S.p.A. and Cartiere di Guarcino S.p.A., amounting to € 73 thousand under other income (€ 68 thousand at 31 December 2021).

11. INCOME TAX

Income tax
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
%
Profit (loss) before tax 9,239 8,017
IRES for the year 785 8.5% 1,486 18.5%
Income from tax consolidation (438) (4.7%) (739) (9.2%)
IRES net of income from tax consolidation 348 3.8% 747 9.3%
IRAP for the year 212 570
Deferred tax assets 192 79
Deferred tax 50 (71)
Income tax relating to prior years and benefits 3
Income tax 802 1,328

Income tax for the period under review is accounted for in accordance with current tax laws on the basis of the best estimate of the effective tax rate expected for the entire year, applied to income before tax for the period.

The impact of direct tax on profit for the year shows a tax rate of approximately 7% versus 17% in 2020, with the reduction attributable mainly to the non-taxable grants for energy- and gas-intensive companies accrued during the year, as well as - with regard to IRAP for the year - to the contraction of EBIT and the income from tax consolidation accrued within the fiscal unit established by the Group companies with the parent company Finanziaria Valentini S.p.A..

Income from tax consolidation - as well as the resulting receivables and payables - refer to the National and World Tax Consolidation agreement concluded by the Group companies with the parent company Finanziaria Valentini S.p.A..

Assets

12. INTANGIBLE ASSETS

Intangible fixed assets
(Euro thousands)
Balance at
31.12.2021
Acquisitions Disposals Amortization Write
back/Write
downs
Other
changes
Balance at
31.12.2022
Other intangible fixed assets 1,551 152 (1) (957) 0 (2) 743
Fixed assets under construction and advances 0 87 0 0 0 (3) 84
Total intangible fixed assets 1,551 239 (1) (957) 0 (5) 827

Intangible assets include the capitalization of prior-years' R&D costs of the subsidiary Cartiere di Guarcino S.p.A., the amortization charge of which will expire in 2023. Acquisitions during the year regard mainly upgrades to existing IT/management systems and implementation of new ones, such as the approval workflow management.

13. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at 31 December 2022 amounted to € 78,617 thousand versus € 78,561 thousand at 31 December 2021. The breakdown and changes versus the prior year are shown below.

Mention should be made that the table also shows the rights of use arising from existing lease contracts under IFRS 16.

Plant and machinery
116,964
Equipment
21,199
Other
5,950
(18,858)
(4,682)
2,341
1,268
15,819
6,415
(13,734)
(4,913)
2,085
1,502
(78,526) 38,438 122,891 (83,583) 39,308
Leasehold improvements
10,641
(5,752) 4,888 11,259 (7,318) 3,941
Buildings
26,754
(7,616) 19,139 27,534 (8,240) 19,294
Land
12,487
0 12,487 12,487 0 12,487
Historical cost
31.12.2021*
Depreciation
prov.
31.12.2021
NBV at
31.12.2021
Historical
cost
31.12.2022
Depreciatio
n provision
31.12.2022
NBV at
31.12.2022
(Euro thousands)
Property, plant and equipment

(*) amount including write-back of € 20,018 thousand

Below is a breakdown of assets under construction by category.

PPE under construction and advances
(Euro thousands) Amount at
31.12.2022
Amount at
31.12.2021
Chg. % chg.
Buildings 93 99 (6) (6.1)
Plant and machinery 3,707 1,078 2,629 243.9
Equipment 0 47 (47) (100.0)
Other 0 30 (30) (100.0)
Total PPE under construction and advances 3,800 1,254 2,546 203.0

Changes in assets and the related provision are shown below, including both assets under construction allocated to the pertaining categories and rights of use.

Property, plant and equipment
(Euro thousands)
Historical cost
31.12.2021
Write
back/Write
down (prior
years)
Acquisitions Sales Disposals Other
changes
Historical cost
31.12.2022
Land 2,251 10,236 0 0 0 0
12,487
Buildings 17,003 9,751 834 (53) 0 (2) 27,534
Leasehold improvements 10,641 0 619 0 0 0 11,259
Plant and machinery 116,933 31 5,970 (21) (8) (14) 122,891
Equipment 21,199 0 886 (2) (6,243) (21) 15,819
Other 5,950 1 640 (181) 0 5 6,415
Total Historical Cost 173,976 20,018 8,950 (257) (6,251) (31) 196,406
(Euro thousands) Depreciation
prov.
31.12.2021
Write
back/Write
down (prior
years)
Depreciation Sales Disposals Other
changes
Depreciation
provision
31.12.2022
Land 0 0 0 0 0 0
Buildings (7,616) 0 (677) 53 0 0 (8,239)
Leasehold improvements (5,752) 0 (1,566) 0 0 0 (7,318)
Plant and machinery (78,526) 0 (5,064) 19 7 (22) (83,584)
Equipment (18,858) 0 (1,083) 1 6,205 0 (13,734)
Other (4,682) 0 (412) 182 1 0 (4,913)
Total accumulated depreciation (115,434) 0 (8,802) 256 6,213 (22) (117,789)

Capital expenditure on property, plant and equipment for 2022 amounted to € 8,950 thousand. € 3,905 thousand refers to the Parent Company and relates to new plant and machinery and the improvement and efficiency of existing ones., in particular the new impregnation line that will come into operation in 2023 and the approximately 500kW photovoltaic plant installed at the Casoli D'Atri site.

As for the subsidiaries, capital expenditure in tangible fixed assets amounted to € 4,409 thousand for Cartiere di Guarcino S.p.A., regarding actions to increase output and optimize plants, and € 636 thousand for Bio Energia Guarcino S.r.l. regarding planned and extraordinary maintenance of the power plant.

All of the Group plants are continuing their 4.0 process management actions to further strengthen the production process, with active control of critical variables and plant upgrading.

Below are details of the allocation of the rights of use within the classes of tangible fixed assets.

Rights of
Use
(Euro thousands)
Historical
cost
31.12.2022
Depreciation
provision
31.12.2022
NBV at
31.12.2022
Buildings 238 (74) 163
Other 482 (180) 302
Total Rights of Use 720 (254) 465

The changes are shown below.

Rights of
Use
(Euro thousands)
Historical
cost
31.12.2021
Write
back/Write
down (prior
years)
Acquisitions Sales Other
changes
Historical
cost
31.12.2022
Buildings 131 0 160 (53) 0 238
Other 208 0 274 0 0 482
Total Rights of Use 339 0 434 0 0 720
(Euro thousands) Depreciation
prov.
31.12.2021
Write
back/Write
down (prior
years)
Depreciation Sales Other
changes
Depreciation
provision
31.12.2022
Land
Buildings (78) 0 (49) 53 0 (74)
Other (133) 0 (46) 0 0 (180)
Total provision for depreciation of rights of use (211) 0 (95) 53 0 (254)

The residual rights of use at 31 December 2022 refer to buildings used by employees or for guesthouse use, long-term rental cars and IT equipment.

Below are details of the properties and tangible assets on which mortgages are held:

  • with regard to Neodecortech:
  • § in favour of Banco BPM S.p.A., a mortgage of € 24,000 thousand on the loan taken out on 26 May 2017; a mortgage encumbering on the industrial property complex owned by the Issuer located in Filago (BG), Via Provinciale 2.

  • with regard to the subsidiary Cartiere di Guarcino:

  • § in favour of Monte dei Paschi di Siena S.p.A., a mortgage of € 12,000 thousand on a loan taken out on 30 June 2010; a mortgage encumbering on the industrial property complex owned by the company located in Guarcino (FR), in Via Madonna di Loreto 2.

  • § in favour of Monte dei Paschi di Siena S.p.A., a mortgage of € 4,000 thousand on the loan taken out on 21 December 2011; a mortgage encumbering on the industrial property complex owned by the company located in Guarcino (FR), in Via Madonna di Loreto 2, cancelled in 2021, as the loan was paid off.

14. OTHER NON-CURRENT ASSETS

At 31 December 2022, other non-current assets amounted to € 528 thousand versus € 19 thousand at 31 December 2021 and consisted of: (i) OES offsettable 4.0 tax receivables for € 148 thousand; (ii) positive fair value of the IRS derivative on the BPM loan of Neodecortech S.p.A. for € 348 thousand; (iii) security deposits paid by Group companies for a total of € 32 thousand, for various purposes with regard to utilities and lease contracts on buildings where Group companies are headquartered.

15. CURRENT AND NON-CURRENT FINANCIAL RECEIVABLES

Current and non-current financial receivables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
From Andreotti S.r.l. 0 0.0 1,312 74.7 (1,312) (100.0)
From the related party Valinvest S.r.l. 0 0.0 0 0.0 0 0.0
From the related party ISFRE 445 100.0 445 25.3 0 0.0
Total non-current financial receivables 445 100 1,757 100.0 (1,312) (74.7)
From the related party Valinvest S.r.l. 0 0.0 0 0.0 0 0.0
Total current financial receivables 0 0.0 0 0.0 0 0.0
Total current and non-current financial
receivables
445 100.0 1,757 100.0 (1,312) (74.7)

At 31 December 2021, "non-current financial receivables", amounting to € 1,312 thousand, includes the Interest-Bearing Financial Receivable from former Andreotti S.p.A. (€ 1,281 thousand at 31 December 2020), including accrued principal and interest, which was written off as from 20 February 2022, as the related MICA payable has been finally time-barred. Reference should be made to the section on "current and non-current financial liabilities" for further details.

The receivable of the subsidiary Cartiere di Guarcino S.p.A. from the related party, ISFRE in liquidation, amounts to € 445 thousand; a specific risk provision was already set aside owing to collection difficulties (reference should be made to the section on provisions for risks and charges in the Explanatory Notes).

16. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities
(Euro thousands)
31
DECEMBER
2022
Change
recognized in
Income
Statement
Change
31
recognized in
DECEMBER
Statement of
2021
Comprehensive
Income
Chg. % chg.
Directors' fees approved and not paid 41 (15) 0 56 (15) (26.8%)
Allocations to provisions for write-downs and risks 50 7 0 43 7 16.3%
Allocation to the provision for inventory obsolescence 78 2 0 76 2 2.6%
Taxation on profit in stock 39 12 27 12 45.3%
Tax recovery on adjustment of start-up and expansion costs 0 (5) 0 5 (5) (100.0%)
Tax recovery on adjustment of plant and machinery
depreciation
210 (10) 0 220 (10) (4.5%)
Deferred tax on derivative contracts 0 0 (49) 49 (49) (100.0%)
Deferred tax on employee benefits 0 (13) (61) 74 (74) (100.0%)
Tax recovery on adjustment of research expense 0 0 0 0 0 0.0%
Tax loss carryforward (BEG) 1,129 (200) 1,329 (200) (15.0%)
Other 135 29 0 106 29 27.4%
Deferred tax assets 1,682 (193) (110) 1,985 (303) (15.3%)
Deferred tax on statutory revaluations 5,290 (39) 0 5,326 (36) (0.7%)
Deferred tax on assets (BEG) 196 (66) 0 262 (66) (25.1%)
Valuation exchange gains 81 79 0 2 79 3950.0%
Finance lease assets 614 55 0 559 55 9.8%
Deferred tax on employee benefits 41 21 20 41 0.0%
Other 82 0 83 0 0 -
Deferred tax liabilities 6,304 50 103 6,150 154 2.5%

Management has recognized deferred tax assets up to the value which it considers their recovery likely for. In determining the items, budget results and forecasts for subsequent years were taken into account. Deferred-tax assets of € 1,682 thousand include € 1,129 thousand for prior-years' tax losses of the subsidiary Bio Energia Guarcino S.r.l., and the residual portion attributable mainly to temporary differences between the amounts assigned for financial statement and tax purposes. At 31 December 2022, deferred tax amounted to € 6,304 thousand. Deferred tax refers mainly to the temporary differences between the statutory value and the fiscal value emerging from the statutory revaluations made at the time on the properties owned.

17. INVENTORY FOR RAW MATERIALS AND FINISHED PRODUCTS

Inventory
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Raw and ancillary materials and consumables 25,281 58.1 25,060 61.7 221 0.9
Work in progress 468 1.1 313 0.8 155 49.5
Finished products 18,010 41.4 15,088 37.2 2,922 19.4
Advances 194 0.4 536 1.3 (342) (63.8)
Provision for inventory obsolescence (403) (0.9) (394) (1) (9) 2.3
Total inventory 43,550 100.0 40,603 100.0 2,947 7.3

Inventory for raw materials refers mainly to inks, paper and impregnation material for Neodecortech, pulp and Titanium Dioxide for Cartiere di Guarcino and animal by-products for Bio Energia Guarcino. It should be noted that the level of stock at 31 December 2022 was up versus the value at 31 December 2021 by € 2,947 thousand, due mainly to the abovementioned inflationary effect.

Changes in the provision for inventory obsolescence for 2022, which was set aside to alleviate the risk associated with the slow turnover of certain specific products, are shown below.

Provision for inventory obsolescence
(Euro thousands)
31 DECEMBER 2021 Allocation
s
Utilization Release 31 DECEMBER 2022
Changes in provision for inventory obsolescence 394 198 (189) 0 403
Total provision for inventory obsolescence 394 198 (189) 0 403

18. TRADE RECEIVABLES

Trade receivables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER
2021
% Chg. % chg.
Trade receivables 24,310 102.0 27,051 101.6 (2,741) (10.1)
Provision for doubtful accounts (474) (2.0) (419) (1.6) (55) 13.1
Total trade receivables 23,836 100.0 26,632 100.0 (2,796) (10.5)
Changes in the provision for doubtful accounts are shown below:
Provision for doubtful accounts
(Euro thousands)
31 DECEMBER 2021 Allocation
s
Utilization Release 31 DECEMBER 2022
Changes in Provision for Doubtful Accounts 419 55 0 0 474
Total provision for doubtful accounts 419 55 0 0 474

As far as trade receivables are concerned, mention should be made of the assignment without recourse to a factoring company carried out on an ongoing basis.

The provision for doubtful accounts was determined in accordance with IFRS 9 and recorded an allocation of € 55 thousand.

19. RECEIVABLES FROM TAX CONSOLIDATION

This item amounts to € 813 thousand (€ 1,129 thousand at 31 December 2021) and refers to the receivable of the subsidiary Bio Energia Guarcino S.r.l. from Tax Consolidation mainly for the receivable related to the withholding tax applied by GSE on the incentives paid during the year.

20. TAX RECEIVABLES

Tax receivables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
VAT 2,357 46.7 2,067 89.9 290 14.0
IRES 0 0.0 0 0.0 0 0.0
IRAP 194 3.8 51 2.2 143 280.4
Withholdings a/c 0 0.0 0.0 0.0 0 100.0
Other tax receivables 2,492 49.4 181 7.9 2,311 1,276.8
Total tax receivables 5,043 100.0 2,299 100.0 2,744 119.4

The table above shows an increase of € 290 thousand in the VAT receivable versus 31 December 2021, referring to Bio Energia Guarcino S.r.l., which is structurally in credit owing to the fact that energy sold and the incentives have lower or zero rates versus the rates on purchases.

Other tax receivables refer to tax credits ("Art bonus", 4.0 investment, energy- and gas-intensive companies, from CNM) that may be used for offsetting within the next year.

21. OTHER CURRENT RECEIVABLES

Other current receivables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Advances to suppliers 29 2.3 23 2.1 6
26.1
Accrued income and prepaid expense 279 22.0 71 6.5 208 293.0
Other 961 75.7 989 91.2 (28) (2.8)
Total current receivables 1,269 100.0 1,084 100.0 185 17.1

"Other" includes receivables from social security institutions and GSE.

22. CASH FUNDS

Cash funds
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Bank and post office deposits 12,035 99.9 13,482 99.9 (1,447) (10.7)
Cash and valuables on hand 8 0.1 9 0.1 (1) (11.1)
Total cash funds 12,043 100.0 13,491 100.0 (1,448) (10.7)

This item consists of cash and bank current account deposits. There are no restraints or restrictions on cash and cash equivalents. Current accounts and postal deposits are classified as current assets, highly liquid and convertible into cash, foreign currency cash has an exchange rate risk that is considered not material.

Dividends of € 1,978 thousand were paid on 18 May 2022.

Reference should be made to the Statement of Cash Flows and the comments on Financial Debt for an analysis of changes in cash and cash equivalents.

Liabilities

23. PROVISIONS FOR RISKS AND CHARGES

Provision for risks and charges
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Provision for supplementary agents' indemnity 307 39.7 234 24.0 73 0.0
IRS derivative on loan 0 0.0 203 20.8 (203) (100.0)
Embedded derivatives 2 0.2 76 7.8 (74) (97.8)
ISFRE 445 57.5 444 45.4 1 0.2
Currency derivative 0 0.0 0 0.0 0 0.0
Provision for tax risks 21 2.7 20 2.0 1 2.8
Total provisions for risks and charges 774 100.0 977 100.0 (203) (20.8)

Changes in the provision for supplementary agents' indemnity and the provision for risks and charges are shown below:

Provision for risks and charges

(Euro thousands)
31 DECEMBER 2021 Allocation
s
Utilization Release 31 DECEMBER 2022
Change in provision for supplementary agents'
indemnity
234 73 0 0 307
Change in provision for risks and charges 21 0 0 0 21
Total provision for risks and charges 255 73 0 0 328

The increase in the provision for risks and charges is attributable for € 73 thousand to the supplementary agents' indemnity for Italian and EU agents, set aside to cover specific risks from potential interruptions to agency contracts.

Additionally, the provisions for risks and charges include:

  • § € 444 thousand referring to a provision for risks set aside to write down the financial receivable due from ISFRE in liquidation owned by Cartiere di Guarcino S.p.A.;
  • § € 20 thousand referring to the subsidiary Bio Energia Guarcino S.r.l., for tax liabilities with the Revenue Agency.

24. POST-EMPLOYMENT BENEFITS

Post-employment benefits
(Euro thousands)
31 DECEMBER
2021
Allocations Utilization Discounting 31 DECEMBER
2022
Provision for post-employment benefits 2,279 191 (166) 0 2,304
Actuarial valuation of post-employment benefits (IAS 19) 308 0 0 (480) (172)
Total post-employment benefits 2,587 191 (166) (480) 2,131

The balance refers to the severance indemnity of Neodecortech, Cartiere di Guarcino and Bio Energia di Guarcino. These liabilities qualify as defined benefit plans under IAS 19 and were therefore subject to actuarial calculation by an independent expert.

The defined benefit plans were updated to reflect their market value at 31 December 2022.

With regard to the discounting back of the Employee Severance Indemnity, the relevant actuarial model is based on various demographic and economic assumptions. For some of the assumptions used, where possible, explicit reference has been made to the direct experience of the Company and the Group, for others best practice has been taken into account. The technical and economic bases used are shown below.

Below are the technical economic bases.

31
DECEMBER
2022
Annual discount rate 3.63%
Annual inflation rate 2.30%
Annual rate of increase in severance termination 3.23%
Annual rate of salary increase 1.00%

The table below shows the technical demographic basis.

Death RG48 mortality tables published by the State General Accounting Office
Disability INPS tables by age and gender
Retirement 100% upon meeting AGO requirements

Lastly, the annual turnover frequencies and severance indemnity advances.

31
DECEMBER
2022
Advances Frequency 3.00%
Turnover Frequency 1.00%

25. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Current and non-current financial liabilities
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Unsecured loans 16,564 38.7 9,013 21.0 7,551 83.8
Mortgage loans 5,872 13.7 7,666 17.9 (1,794) (23.4)
Non-current lease payables (341) -0.8 1,459 3.4 (1,800) (123.4)
Payables to other lenders (MICA) 0 0.0 5,082 11.9 (5,082) (100.0)
Currency derivatives 0 0.0 0 0.0 0 0.0
Total non-current financial liabilities 22,095 51.7 23,220 54.2 (1,125) (4.8)
Payables to banks C/A 12,780 29.9 13,539 31.6 (759) (5.6)
Current portion of unsecured loans 4,270 10.0 2,609 6.1 1,661 63.7
Current portion of mortgage loans 1,794 4.2 1,753 4.1 41 2.3
Accrued interest expense 124 0.3 70 0.2 54 77.1
Current lease payables 1,714 4.0 1,645 3.8 69 4.2
Total current financial liabilities 20,682 48.3 19,616 45.8 1,066 5.4
Total financial liabilities 42,777 100.0 42,836 100.0 (59) (0.1)

The decrease in payables to banks of € -59 thousand is due to a net effect: positive due to reduced resort to short-term borrowing, thanks to the new € 10 million long-term borrowing line provided by MPS Capital Services S.p.A. to Cartiere di Guarcino S.p.A., and negative due to greater resort to short-term lines for the subsidiary Bio Energia Guarcino S.r.l., following the performance of fuel supply contracts with prepayment terms, as explained in the Directors' Report on Operations.

Current and non-current lease obligations include:

  • § The payable from finance leases on the plants of the subsidiary Bio Energia Guarcino S.r.l., which resumed repayment of instalments from April 2021, after the COVID-19 related suspension obtained until March 2021, whose residual debt at 31 December 2021 (short-term to long-term portion) amounts to € 1,081 thousand;
  • § Financial liabilities relating to the rights of use of Neodecortech S.p.A. and Cartiere di Guarcino S.p.A. shown in the table below.
(Euro thousands) Balance at
01.01.2022
Payments Other
changes
Balance at
31.12.2022
Buildings 53 (9) 120 164
Other 75 (33) 259 301
TOTAL 128 (42) 379 465

With regard to unsecured and mortgage loans, the change is directly attributable to the repayment of instalments and new loans taken out. Below are the details of the Group's loans:

Neodecortech S.p.A.

  • § Original BPM mortgage loan of € 12,000 thousand, with a residual balance of € 6,278 thousand at 31 December 2021 divided into current and non-current portions;
  • § BPM S.p.A. € 2,500 thousand, for 72 months (quarterly instalments) and a residual balance at 31 December 2022 of € 1,546 thousand divided into current and non-current portions - 80% FGPMI guarantee;
  • § BPM S.p.A. € 2,500 thousand, for 72 months (quarterly instalments) and a residual balance at 31 December 2022 of € 1,550 thousand divided into current and non-current portions - 90% FGPMI guarantee;
  • § BPER S.p.A. € 1,000 thousand, for 12 months (monthly instalments) and a residual balance at 31 December 2022 of € 585 thousand.

Cartiere di Guarcino S.p.A.

  • § Original MPS mortgage loan of € 6,000 thousand, with a residual balance of € 1,406 thousand at 31 December 2022 divided into current and non-current portions;
  • § Original BAC unsecured loan of € 3,500 thousand, with a residual balance of € 989 thousand at 31 December 2022 divided into current and non-current portions;
  • § Medio Credito Centrale unsecured loan of € 1,128 thousand, with a residual balance of € 573 thousand at 31 December 2022 divided into current and non-current portions;
  • § Medio Credito Centrale unsecured loan of € 182 thousand, with a residual balance of € 98 thousand at 31 December 2022 divided into current and non-current portions;
  • § Banca POPSO unsecured loan of € 2,000 thousand 12-month grace period FGPMI 90% guarantee residual balance at 31 December 2022 of € 1,574 thousand divided into current and non-current portions;
  • § Banco DESIO e Brianza unsecured loan of € 1,000 thousand 12-month grace period MCC 90% guarantee residual balance at 31 December 2022 of € 787 thousand divided into current and non-current portions;
  • § Medio Credito Centrale unsecured loan of € 146 thousand, with a residual balance of € 98 thousand at 31 December 2022 divided into current and non-current portions;
  • § Unsecured loan approved in 2021 by Simest as part of the Capitalization Call to improve and safeguard the financial solidity of exporting companies, amounting to € 360 thousand, with a grace period of 24 months and a residual balance at 31 December 2021 of € 360 thousand;
  • § Banca MPS Capital Services unsecured loan of € 10,000 thousand 12-month grace period Sace guarantee under the Supportitalia measure, residual balance at 31 December 2022 of € 10,000 thousand divided into current and noncurrent portions.

Bio Energia Guarcino S.r.l.

§ BPER unsecured loan of € 2,000 thousand - 12-month grace period - MCC 90% guarantee - residual balance at 31 December 2022 of € 1,504 thousand divided into current and non-current portions.

With regard to unsecured and mortgage loans, the table below shows the maturity bands:

31 DECEMBER
2022
% 31 DECEMBER
2021
%
(Euro thousands)
Due within 1 year 6,064 21.3 4,363 20.7
Due within 5 years 20,561 72.1 15,632 74.3
Due beyond 5 years 1,875 6.6 1,048 5.0
Total 28,500 100.0 21,043 100.0

Neodecortech S.p.A. hedged the interest rate risk on the BPM loan by subscribing an interest rate swap (IRS). The fair value of this instrument, reclassified under "Non-current financial receivables" at 31 December 2022 came to a positive € 348 thousand (a negative € 203 thousand at 31 December 2021 classified under "Provisions for Risks and Charges").

The loan agreements shown above do not contain financial covenants, with the exception of the m/l term loan granted in December 2022 to Cartiere di Guarcino S.p.A. by MPS Capital Services S.p.A. of € 10 million - with Sace guarantee under the SupportItalia measure - which has a covenant on financial debt (debt/EBITDA ≤ 4.5) at 31 December 2022 that has been met.

From 1 January 2022 to 31 December 2022, interest rate movements had no material impact on the fair value of the Group's loans.

MICA Loan

On 20 February 1997, Confalonieri Fratelli di Mario S.p.A. ("Confalonieri") entered into an agreement with the Ministry for Industry, Trade and Crafts (the "MICA") on the granting of a loan from the special revolving fund for technological innovation pursuant to Article 16, paragraph 3, of the Law dated 17 February 1982, amounting to approximately Lire 5.7 billion (€ 2,943 thousand) in principal (the "MICA Loan"). The MICA Loan was intended to partly cover the costs of a programme designed to introduce technological breakthroughs. The cost estimate for the technological innovation programme amounted to Lire 16,284,271 thousand (€ 8,410 thousand). The last repayment instalment of the MICA Loan was due on 20 February 2012. The MICA Loan was granted to Confalonieri in its own name and by the mandate of Andreotti Fotoincisioni S.p.A. (for 28% of the amount granted), which at the time was a Confalonieri Group company and to which Confalonieri subsequently transferred its share of the MICA Loan.

On 31 January 2001, Confalonieri was declared insolvent by the Court of Bergamo pursuant to Legislative Decree 270/1999 ("Prodi Bis"), and admitted on 6 April 2001 to the Extraordinary Administration procedure under the Prodi Bis Law. On 15 November 2001, Confalonieri's statement of liabilities was declared enforceable, in the absence of timely or late filings by the MICA.

On 18 September 2002, Arbea S.p.A. (a special-purpose entity) purchased the shares of Confalonieri as part of the composition proceedings it had opened. On 31 January 2003, the Court of Bergamo upheld the composition pursuant to Articles 17 and 214 of the Bankruptcy Law and to Article 78 of the Prodi Bis. On 15 February 2003, the decision became final in the absence of objections and, on 27 February 2003, the Court of Bergamo issued a decree closing the Extraordinary Administration procedure.

In 2003, following the merger by incorporation of Arbea S.p.A. into Finanziaria Valentini, the latter became the sole shareholder of Confalonieri. Subsequently, Confalonieri changed its name to "Confalonieri S.p.A." and later to "Neodecortech S.p.A.".

It should be noted that the directors of the Company, based also on legal advice specifically obtained in support of the case, deem the provisions of Article 55, paragraph two, of the Bankruptcy Law, under which monetary debts of the bankrupt entity are considered expired on the date of the declaration of bankruptcy (in the case at hand, concurrent to the provision for admission to the Extraordinary Administration procedure, as referred to in the Prodi Bis), to be reasonably applicable to the above case. Based on such an interpretation of the law, the limitation period for the amounts due under the MICA Loan took effect on 6 April 2001. As of 7 April 2011, therefore, the repayment obligations of the MICA Loan are to be considered reasonably time-barred.

The directors deem however that, should such an interpretation not be upheld by case law in a possible litigation, the ordinary civil law rules would apply, under which in loan agreements, the limitation of the right to repayment starts from the maturity date of the last instalment, since payment of the accruals is deemed a single obligation and the related debt cannot be considered due before the maturity date of the last instalment. Under such a different interpretation, therefore, the debt relating to the amounts of the MICA Loan would be time-barred from 20 February 2022.

In the absence of relevant case law on the matter, however, the directors of the Company have prudently considered in the Consolidated Financial Statements both the payable to MICA (now MISE) and the receivable from Andreotti Fotoincisioni S.p.A., since the latter's collectability depends on the initial mandate agreement.

Therefore, on 20 February 2022, the payable was written off from the Financial Statements for a total of € 5,082 thousand (including principal and accrued interest).

26. TRADE PAYABLES

Trade payables at 31 December 2021 amounted to € 33,693 thousand (€ 39,832 thousand at 31 December 2022). The decrease of € -6,139 thousand is due to a change in procurement policy; for details, reference is made to the Directors' Report on Operations. Additionally, the Company did not request or obtain any extension or deferment of payments with its suppliers.

There are no trade payables due beyond 12 months.

The Directors believe that the book value of trade payables approximates their fair value.

27. PAYABLE FROM TAX CONSOLIDATION

The IRES payable at 31 December 2022 to be paid to tax consolidation is attributable to Neodecortech S.p.A. and amounts to € 469 thousand. Reference should be made to the section "Income tax" in the Notes.

28. TAX PAYABLES

Tax payables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER
2021
% Chg. % chg.
VAT 0 0.0 0 0.0 0 100.0
IRAP 18 2.6 253 32.7 (235) (92.9)
Withholdings a/c 672 95.6 520 67.3 152 29.2
Other tax payables 13 1.8 0 0.0 13 0.0
Total tax payables 703 100.0 773 100.0 (70.0) (9.1)

29. OTHER CURRENT PAYABLES

Other current payables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER 2021 % Chg. % chg.
Payables to social security institutions 1,444 31.2 1,658 35.5 (214) (12.9)
Payables to employees 1,559 33.7 1,911 40.9 (352) (18.4)
Advances received from customers 618 13.4 774 16.6 (156) (20.2)
Accrued expense and deferred income 710 15.3 30 0.6 680 2,266.7
Other 297 6.4 301 6.4 (4) (1.3)
Total other current payables 4,628 100.0 4,674 100.0 (46) (1.0)

"Other" is due mainly to the fixed and variable fees to directors.

30. EQUITY

Capital increases

There were no share capital increases in 2022.

Share Capital

At 31 December 2022, the share capital of Neodecortech S.p.A. amounted to € 18,804,209.37 and is divided into no. 14,218,021 ordinary shares with no par value.

Dividend payout

The Shareholders' Meeting of the Parent Company Neodecortech S.p.A., held on 27 April 2022, approved the Financial Statements at 31 December 2021 and allocated a total of € 2,000,000 as a dividend for the no. 14,218,021 ordinary shares in circulation and, therefore, the distribution of a unit dividend, also in consideration of the distribution of the dividend attributable to treasury shares, of € 14 cents for each entitled ordinary share, without prejudice to the fact that any change in the number of treasury shares in the Company's portfolio at the time of distribution had not affected the distribution of the unit dividend as established above, but increased or decreased the amount allocated to the extraordinary reserve.

On 18 May 2022, Neodecortech S.p.A. paid out dividends of € 1,978,384.94 (net of the portion related to treasury shares held at the time of distribution).

Details of other reserves

(Euro thousands) 31
DECEMBER
2022
31
DECEMBER
2021
Share capital 18,804 18,804
Share premium reserve 18,864 18,864
Treasury shares (468) (140)
Other reserves and accumulated profit (loss), including profit (loss) for
the year:
40,074 32,937
Legal reserve 2,221 1,886
Reserve for fair value adjustments of hedging derivatives 264 (155)
Revaluation reserves (including investments measured at equity) 18,174 15,549
Reserve for re-measurement of defined benefit plans for employees
(IAS 19) 154 (122)
Stock grant reserve 0 0

Treasury shares

At 31 December 2022, the Company holds no. 123,000 treasury shares for a value of € 468,214. A total of no. 90,646 shares were purchased in 2022.

The Shareholders' Meeting held on 13 April 2021 approved the purchase of ordinary shares of the Company, up to a maximum of 10% of the Company's share capital, equal to a maximum of no. 1,351,526 ordinary shares. The purchase of treasury shares could be carried out, in one or more tranches, within eighteen months, in order to: (i) use them as an investment for an efficient use of the liquidity generated by the Company's core business; (ii) purchase treasury shares from the beneficiaries of any stock option or stock grant plans approved by the competent corporate bodies; and (iii) allow the use of treasury shares in the context of transactions connected with the core business or with plans consistent with the strategic guidelines that the Company intends to pursue, with a view to the opportunity of exchanging shares.

Earnings (losses) per share

Basic earnings per share are calculated by dividing the consolidated profit or loss for the year by the weighted average number of ordinary shares outstanding during the year. Therefore, treasury shares held by the Group are excluded from the denominator.

Earnings (losses) per share 31/12/2022 31/12/2021
Net profit attributable to the shareholders (Euro thousands) 8,437 6,688
Weighted average number of shares outstanding (n./000) 14,130 13,439
Basic earnings per share 0.60 0.50
Diluted earnings per share 31/12/2022 31/12/2021
Net profit attributable to the shareholders (Euro thousands) 8,437 6,688
Weighted average number of shares outstanding (n./000) 14,130 13,439
Weighted average number of shares outstanding adjusted for dilution effect (n./000) 14,130 13,439
Diluted earnings per share (*) 0.60 0.50

* The Company has no potentially dilutive financial instruments and therefore the two indicators match.

31. COMMENTS ON THE MAIN ITEMS OF THE STATEMENT OF CASH FLOWS

The decrease in cash generated during the year amounted to € -1,449 thousand (versus an increase of € +5,955 thousand in the prior year), resulting in cash funds of € 12,042 thousand.

Starting from a profit before tax, interest, dividends, amortization and depreciation, provisions, gains/losses on disposals and other non-cash changes of € +16,476 thousand, the movement in cash flow is related mainly to the events below.

The situation associated with the trend in sales and business highlighted in the Directors' Report on Operations, the impacts from the increases in raw material prices, only partly transferred to customers, in addition to the need to procure strategic raw materials in advance, resulted in a decrease in receivables from customers, offset by an increase in other

receivables, an overall reduction in payables to suppliers and inventory, generating a negative cash flow of € -9,077 thousand in the NWC.

Capital expenditure, net of disposals made during the year generated cash flow from investing activities of € -9,309 thousand.

New loans taken out amounted to € +12,500 thousand, of which: € 1 million in favour of Neodecortech S.p.A., € 10 million in favour of the subsidiary Cartiere di Guarcino S.p.A. and € 2 million in favour of the subsidiary Bio Energia Guarcino S.r.l., while the repayment of loans and leases amounted to € -7,187 thousand. Together with other movements in shortterm bank borrowings and financial receivables, a positive cash flow of € +4,560 thousand was generated from loan capital.

Monetary changes in equity include the payment of dividends amounting to € 1,978 thousand, which generated a net negative cash flow of € 2,307 thousand.

32. CONTINGENT LIABILITIES

Under the provisions of IAS 34:15B, the Group's contingent liabilities are shown below: there are no further contingent liabilities, except for those that generated allocations to "provisions for risks", described above.

33. RELATED PARTY TRANSACTIONS

Transactions carried out by Neodecortech S.p.A. and other Group companies with related parties, as identified by IAS 24, including transactions with subsidiaries, are neither atypical nor unusual and fall within the ordinary course of business of the Company. These transactions were carried out on market terms. It should be noted that transactions with subsidiaries are not shown as they are derecognized at the consolidation level, while transactions with related parties at 31 December 2020 are shown.

In accordance with the provisions of IAS 24, the following entities are considered Related Parties: (a) companies that directly or indirectly through one or more intermediate companies, control, or are controlled by, or are under common control with, the reporting entity; (b) associates; (c) natural persons who directly or indirectly have voting power in the reporting entity that gives them a dominant influence over the company and their immediate family members; (d) Key management personnel, i.e. those who have the power and responsibility for planning, directing and controlling the activities of the reporting entity, including directors and officers of the company and the immediate family members of such persons; (e) companies in which significant voting power is held, directly or indirectly, by any natural person described under c) or d) or over which such natural person can exercise significant influence. Case e) includes undertakings owned by the directors or major shareholders of the reporting entity and undertakings which have a key management personnel in common with the reporting entity.

With regard to the provisions of point 2) of the third paragraph of Article 2428 of the Italian Civil Code, it should be noted that the Company is controlled, through a 58.60% stake, by Finanziaria Valentini S.p.A.. Accordingly, the Company is part of a group of entities whose parent is "Finanziaria Valentini S.p.A." and whose sister company is "Valinvest S.r.l.". Related parties also include "Valfina S.r.l." as it is directly or indirectly controlled by the Valentini Family.

Specifically, it should be noted that at 31 December 2022, the outstanding transactions with these companies can be summarized in the tables below:

(Euro thousands)
Trade receivables
31 December 2022
Financial receivables
31 DECEMBER 2022
Trade payables
31 DECEMBER 2022
Financial payables
31 DECEMBER 2022
Finanziaria Valentini S.p.A. 0 813 0 469
ISRFE Srl in liquid. 0 445 0 0
Valinvest 0 0 0 0
Loma Srl 1,275 0 103 0
Total 1,275 1,258 103 469
Revenue and
income
31 DECEMBER
2022
Costs and expense
31 DECEMBER 2022
Finanziaria Valentini S.p.A. 438
Loma Srl 4,853 161
Addi Emanuela 0 0
Total 5,291 161

"Financial Receivables", amounting to € 1,258 thousand, refers for € 803 thousand to a tax consolidation receivable regarding the subsidiary Bio Energia Guarcino S.r.l. for € 689 thousand and regarding the subsidiary Cartiere di Guarcino S.r.l. for € 124 thousand, and for € 445 thousand to a receivable claimed by the subsidiary Cartiere di Guarcino S.p.A. from the related party ISFRE in liquidation, which remained unchanged and for which a provision for risks was set up owing to collection difficulties; "Financial payables", amounting to € 469 thousand, refers to payables from tax consolidation of the Parent Company. Income from tax consolidation for the three Group companies amounted to € 1,094 thousand.

Trade receivables include:

§ receivables from the business agreement between Neodecortech S.p.A. and Loma S.r.l., for the distribution of the Parent Company's products and the sale of base decorative paper by Cartiere di Guarcino S.p.A.; Loma S.r.l. became a related party following appointment of one of the Parent Company's executives as a "key management personnel".

Trade payables include:

§ € 103 thousand to Loma S.r.l. for an agreement to provide strategic and commercial marketing consultancy services to Neodecortech S.p.A..

The following table shows the fees to the Group's directors, statutory auditors and key management personnel for 2022:

(Euro thousands)
Subjects Fees 31 DECEMBER 2022
Luigi Cologni 417
Massimo Giorgilli 312
Riccardo Bruno 52
Paola Carrara 10
Paolo Pietrogrande 20
Laura Calini 9
Luca Peli 66
Pietro Zanini 22
Adriano Bianchi 24
Sara Bertolini 18
Ida Altimare 19
Cinzia Morelli 19
Vittoria Giustiniani 18
Gianluca Valentini 17
Fabio Zanobini 2
Stefano Santucci 25
Stefano Zonca 20
Federica Menichetti 20
Key management personnel 667
Total 1,757

(Euro thousands)

Subjects Fees payable 31
DECEMBER 2022
Luigi Cologni 100
Massimo Giorgilli 83
Riccardo Bruno 5
Paola Carrara 0
Paolo Pietrogrande 3
Laura Calini 0
Luca Peli 0
Pietro Zanini 6
Adriano Bianchi 0
Sara Bertolini 0
Ida Altimare 0
Cinzia Morelli 0
Vittoria Giustiniani 0
Gianluca Valentini 0
Fabio Zanobini 2
Stefano Santucci 0
Stefano Zonca 3
Federica Menichetti 8
Key management personnel 65
Total 275

34. SEASONALITY

The Group's industrial sectors are not significantly affected by seasonality.

35. INFORMATION PURSUANT TO ART. 1, PARAGRAPH 125, OF LAW NO. 124 OF 4 AUGUST 2017

With regard to the provisions of Article 1, paragraph 125, of Law 124/2017, regarding the obligation to provide evidence in the notes to the financial statements of any amounts of money received during the year by way of grants, contributions, paid assignments and in any case economic advantages of any kind from public administrations and from the persons referred to in paragraph 125 of the same article, mention should be made, for the situation at 31 December 2022, of the following:

NDT
Paying entity Amount
collected/taken
Collection/availability
date
Description of reason
NDT
I.N.P.S. 13,016 16/01/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 2,500 16/01/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/01/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 9,461 16/02/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,500 16/02/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/02/2022 Youth Exemption L.205/17-L.160/19
Fondirigenti 2,921 18/02/2022 Liquidation Plans 23297-23473
Gestore dei Servizi Energetici GSE
S.p.A.
449 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE
S.p.A.
3,225 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE
S.p.A.
2,076 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE
S.p.A.
8 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE
S.p.A.
15,696 28/02/2022 Electricity production incentive
I.N.P.S. 9,786 16/03/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,500 16/03/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,225 16/03/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 10,494 18/04/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,242 18/04/2022 Exempt.hir/transf.a1 c10 L.178/20

Other supplementary information

36. GUARANTEES GIVEN

Guarantees given by Neodecortech S.p.A.

Guarantees issued in favour of the subsidiaries, Cartiere di Guarcino S.p.A. and Bio Energia Guarcino S.r.l., up to a maximum of € 28,585,000 for short-term lines of credit for mixed use and export finance, granted to the latter by BPM, BPER, Popolare di Sondrio, Monte dei Paschi di Siena and Credit Agricole, via "umbrella" credit facilities.

On 10 November 2020, Neodecortech S.p.A. issued a Letter of Patronage to Banco di Desio e Brianza S.p.A. in favour of the subsidiary Cartiere di Guarcino S.p.A. to guarantee various lines of credit up to a maximum of € 2,650,000 granted by the bank to the subsidiary.

On 19 January 2021, Banco Popolare BPM S.p.A. issued a first demand bank guarantee in favour of Sonae Industria de Rivestimentos SA, for € 250 thousand, expiring on 30 April 2026, to guarantee the balance relating to the purchase of the new laminating machine for the production plant in Casoli d'Atri (TE), to be paid within 5 years, based on the business agreements, residual guarantee at 31.12.2022 of € 206,620.

On 16 November 2021, Banco Popolare BPM S.p.A. issued a first demand bank guarantee, in favour of the subsidiary Valinvest S.r.l., for € 1,032 thousand, expiring on 30 January 2023, to guarantee payment of the residual instalments relating to the purchase of the production plant in Casoli d'Atri (TE), due by 31 December 2022, the guarantee was terminated.

On 07.12.2022, Neodecortech S.p.A. issued a Letter of Patronage to Axpo Italia S.p.A. in favour of its subsidiary Cartiere di Guarcino S.p.A. to guarantee the supply of natural gas, up to a maximum of € 2,000,000.

On 07.11.2022, Neodecortech S.p.A. issued a Letter of Patronage to Golden Agri-Resources Europe B.V. in favour of its subsidiary Bio Energia Guarcino S.r.l. to guarantee the supply of palm oil, up to a maximum of USD 16,000,000. At 31 December 2022, Bio Energia Guarcino S.r.l.'s exposure to the supplier, for contracts to be performed, was € 9,405 thousand.

Guarantees given by Cartiere di Guarcino S.p.A.

Creation of a voluntary mortgage in favour of C.E.G. S.p.A.

On 22 December 2016, CDG granted a third voluntary mortgage in favour of C.E.G. S.p.A. ("CEG") for the amount of € 5,854 thousand on some of its properties (the "CEG Mortgage") following the sale by CEG to CDG of the stake held by the former in the share capital of BEG (equal to 1% of the latter's share capital).

The CEG Mortgage is intended to hold CEG harmless from any and all liabilities and/or obligations of any kind and type, as well as from any costs, losses or damages, arising from BEG's failure to perform or incorrectly perform its obligations under: (i) the Lease Contract, as well as (ii) the credit facility agreement concluded by BEG with UniCredit on 17 July 2009.

CEG is a subsidiary of AET - Azienda Elettrica Ticinese ("AET") - which held 50% of BEG. In 2014, CEG entered into a first private agreement, subsequently renewed in 2015, for the sale of its stake in BEG, obtaining the commitment to be held harmless from the sureties issued by AET in the interest of BEG. On 13 April 2015, CEG sold 49% of BEG to CDG and on 22 December 2016 sold the remaining 1% share to CDG. Under the agreements, CDG undertook to indemnify and hold harmless CEG, within the limit of € 5,854 thousand, from any liability and/or obligation of any kind and type and/or any cost, loss or direct or indirect damage, resulting from BEG's failure to perform and/or incorrectly perform the following contracts: (i) the Lease Contract; and (ii) the credit facility agreement concluded by BEG with UniCredit on 17 July 2009. To guarantee such obligations, CDG granted the CEG Mortgage.

The year 2020 saw completion of the transaction with SelmaBipiemme Leasing S.p.A. regarding the lease contract in place with Bio Energia Guarcino S.r.l., which envisaged suspension of the lease payments (relating to the principal) for the period from April 2020 to March 2021; under the standstill, the parties had set out a new structure for the guarantee and indemnity agreements related to the lease contract. Specifically, on 22 June 2020, Neodecortech S.p.A. and Cartiere di Guarcino signed indemnity agreements with Azienda Elettrica Ticinese.

In light of these new indemnity agreements, the voluntary mortgage in favour of C.E.G. S.p.A. was cancelled in 2022.

On 29 May 2017, Gatti S.r.l. ("Gatti"), CDG and BEG signed a framework agreement (the "Framework Supply Agreement") to govern the conditions relating to the supply of animal fat for energy use by Gatti to BEG. The Framework Supply Agreement ran from 29 May 2017 to 29 May 2018. On 27 September 2018, Gatti, CDG and BEG signed a new framework agreement for the supply of animal fat for energy use (the "Second Framework Supply Agreement"), under which the parties may agree on the price of the supply at the time of each individual order/sales contract specifying the quantities of goods or, failing that, at the end of each month, the parties define the price of the purchase/sale for the following month and agree on the delivery of the product for the following month. As a guarantee of the timely payment of the amount of the invoices issued pursuant to the Framework Supply Agreement dated 14 June 2017, Banca Carim - Cassa di Risparmio di Rimini S.p.A. (now Credit Agricole Italia S.p.A.) has provided Gatti and in the interest of BEG and CDG with a bank guarantee "on first demand" for the maximum amount of € 300 thousand, expiring on 31 August 2018, renewed until 31 August 2020 and then renewed again until 31 August 2022, terminated on such date.

On 23/01/2020, Banca Popolare di Sondrio gave a bank guarantee on first demand for € 300 thousand in favour of Kronos Titan GMBH for the supply of titanium dioxide running until 31/01/2022, terminated on such date;

Banca Popolare di Sondrio provided on 03/08/2022 a bank guarantee on first demand for € 400 thousand in favour of CNG Fiber Trade Europe Srl for the supply of pulp running until 28/02/2023, terminated on such date

On 13/05/2019, Banco di Desio e Brianza S.p.A. issued a stand by letter for € 1,500 thousand to Anhui Gold Star Titanium Dioxide Group Co. Ltd for the supply of titanium dioxide running until 30/09/2021, and then renewed until 30 September 2022, terminated on such date;

On 02/07/2020, Banca Popolare del Frusinate S.p.A. gave a bank guarantee on first demand for € 45 thousand to the University of Cassino by agreement pursuant to Article 1, paragraph 12, of Law 230/2015 running until 30/06/2023, terminated on 14/11/2022.

37. EVENTS AFTER YEAR END

Reference should be made to the Directors' Report on Operations, specifically to the section "Significant events after 31 December 2022".

38. INFORMATION ON AGREEMENTS NOT RESULTING FROM THE STATEMENT OF FINANCIAL POSITION

Pursuant to Article 2427, point 22-ter, mention should be made that there are no agreements not shown in the statement of financial position that have significant risks or benefits and that are necessary to assess the Group's financial position, results of operations and cash flows.

.

39. INFORMATION ON ASSETS AND LOANS FOR A SPECIFIC TRANSACTION

With regard to the requirements of Articles 2447-bis to 2447-decies of the Italian Civil Code, it should be that during the year the Group allocated assets or loans for the establishment on 19 October 2022 of NDT Energy S.r.l., with registered office in Filago (BG) and operating offices in Casoli di Atri (TE). The Company has a fully paid-up capital of € 100 thousand, is currently dormant and awaiting authorization to operate a WtE plant, capable of reusing process waste and meeting a large part of the energy needs of the adjacent NDT "laminates" division.

40. INFORMATION RELATING TO THE FEES TO THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS

In accordance with the law, the table below shows the total fees to the Directors and the Board of Statutory Auditors.

(In units of Euro)
Qualification 31 DECEMBER 2022 31 DECEMBER 2021
Directors 666,901 601,139
Board of Statutory Auditors 94,870 96,461

41. INFORMATION RELATING TO THE FEES TO THE INDEPENDENT AUDITORS

Details are provided below of the fees paid in 2022 by the Neodecortech Group to the independent auditors, BDO Italia S.p.A. and the companies belonging to its network, as required by CONSOB Resolution no. 11971 of 14 May 1999, Article 149-duodecies, paragraph 1:

(In units of Euro)
31 DECEMBER 2022 31 DECEMBER 2021
Auditing services 83,243 84,527
Provision of other activities with issuance of certification 4,000 4,000
Provision of other non-auditing services 4,353 3,000

Filago (BG), 15 March 2023

For the Board of Directors

The Chief Executive Officer

(Luigi Cologni)

_____________________________________

Parent Company Financial Statements at 31 December 2022

Income statement at 31 December 2022

(Euro thousands) Notes 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Revenue from sales and services 1 75,448 100.0% 76,940 100.0% (1,492) (1.9%)
Changes in work in progress, semi-finished and
finished products
2 (136) (0.2%) (487) (0.6%) 351 (72.0%)
Other revenue 3 2,309 3.1% 1,409 1.8% 900 63.9%
Value of Production 77,621 102.9% 77,862 101.2% (241) (0.3%)
Raw and ancillary materials and consum. 4 (47,994) (63.6%) (46,149) (60.0%) (1,844) 4.0%
Other operating expense 5 (13,157) (17.4%) (11,626) (15.1%) (1,531) 13.2%
Value Added 16,470 21.8% 20,087 26.1% (3,617) (18.0%)
Personnel expense 6 (11,236) (14.9%) (11,847) (15.4%) 612 (5.2%)
EBITDA 5,234 6.9% 8,239 10.7% (3,005) (36.5%)
Amortization and depreciation 7 (3,450) (4.6%) (3,384) (4.4%) (65) 1.9%
Allocations 8 (128) (0.2%) (81) (0.1%) (47) 58.0%
EBIT 1,656 2.2% 4,774 6.2% (3,118) (65.3%)
Financial expense 9 (1,599) (2.1%) (434) (0.6%) (1,165) 268.4%
Financial income 10 8,926 11.8% 3,102 4.0% 5,824 187.8%
Profit/(loss) before tax 8,983 11.9% 7,441 9.7% 1,542 20.7%
Income tax 11 (546) (0.7%) (753) (1.0%) 207 (27.5%)
Profit/(loss) for the year 8,437 11.2% 6,688 8.7% 1,749 26.2%

Statement of comprehensive income at 31 December 2022

(Euro thousands) 31 DECEMBER 31 DECEMBER
Profit/(loss) for the year 2022
8,437
2021
6,688
Other items of the comprehensive income statement
Actuarial gains (losses) net of tax effect 260 (16)
Total items that will not be reclassified in the income statement for the
year
260 (16)
Gains/(losses) on cash flow hedging instruments 419 146
Total items that will or may be reclassified in the income statement for
the year
419 146
Total other items of the comprehensive income statement 679 130
Comprehensive income (loss) for the year 9,116 6,818
Profit for the year attributable to:
Shareholders of the Parent 9,116 6,818
Non-controlling interests
Earnings per share (in Euro):
Basic 0.60 0.50
Diluted 0.60 0.50

Statement of financial position at 31 December 2022

Assets Notes 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
(Euro thousands)
Intangible assets 12 589 0.6% 651 0.6% (62) (9.5%)
Tangible assets 13 31,579 30.7% 30,878 29.3% 700 2.3%
Investments 14 37,129 36.1% 33,345 31.7% 3,784 11.3%
Other non-current assets 15 161 0.2% 7 0.0% 154 2142.7%
Non-current financial receivables 16 7,814 7.6% 10,363 9.8% (2,549) (24.6%)
Deferred tax assets 17 416 0.4% 507 0.5% (91) (17.9%)
Non-current assets 77,688 75.5% 75,751 71.9% 1,938 2.6%
Inventory 18 8,238 8.0% 8,232 7.8% 6 0.1%
Trade receivables 19 8,878 8.6% 10,249 9.7% (1,371) (13.4%)
Receivables from tax consolidation 0 0.0% 0 0.0% 0 0.0%
Tax receivables 20 1,314 1.3% 257 0.2% 1,056 410.7%
Current financial receivables 16 3,560 3.5% 1,560 1.5% 2,000 128.2%
Other current receivables 21 212 0.2% 120 0.1% 91 75.9%
Cash funds 22 3,051 3.0% 9,152 8.7% (6,101) (66.7%)
Current assets 25,253 24.5% 29,571 28.1% (4,318) (14.6%)
Total assets 102,941 100.0% 105,322 100.0% (2,381) (2.3%)
Equity and liabilities 31
DECEMBER
2022
% 31
DECEMBER
2021
% Chg. % chg.
(Euro thousands)
Share capital 18,804 18.3% 18,804 17.9% 0 0.0%
Share premium reserve 18,864 18.3% 18,864 17.9% 0 0.0%
Treasury shares -468 -0.5% -140 -0.1% (329) 235.3%
Other reserves 22,876 22.2% 17,488 16.6% 5,388 30.8%
Prior years' profit (loss) 8,761 8.5% 8,761 8.3% 0 0.0%
Profit (loss) for the year 8,437 8.2% 6,688 6.4% 1,749 26.2%
Equity 30 77,274 75.1% 70,465 66.9% 6,809 9.7%
Provisions for risks and charges 23 211 0.2% 382 0.4% (171) -44.8%
Deferred tax 17 2,446 2.4% 2,361 2.2% 85 3.6%
Post-employment benefits 24 746 0.7% 1,003 1.0% (257) -25.6%
Non-current financial liabilities 25 7,501 7.3% 14,468 13.7% (6,967) -48.2%
Non-current liabilities 10,904 10.6% 18,214 17.3% (7,310) -40.1%
Trade payables 26 8,008 7.8% 10,455 9.9% (2,447) -23.4%
Payables from tax consolidation 27 469 0.5% 466 0.4% 3 0.6%
Tax payables 28 379 0.4% 347 0.3% 31 9.1%
Current financial liabilities 25 2,810 2.7% 2,142 2.0% 667 31.2%
Other current payables 29 3,097 3.0% 3,231 3.1% (134) -4.2%
Current liabilities 14,763 14.3% 16,642 15.8% (1,879) -11.3%
Total equity and liabilities 102,941 100.0% 105,322 100.0% (2,381) -2.3%

Statement of changes in equity at 31 December 2022

ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT
(Euro thousands) NOTES SHARE
CAPITAL
HEDGING
AND
TRANSLATION
RESERVES
EQUITY
RESERVES
OTHER
RESERVES
TREASURY
SHARES
PROFIT
(LOSS) FOR
THE YEAR
EQUITY TOTAL
EQUITY
Balance at 01/01/2021 30 17,399 (300) 17,357 24,068 (421) 3,555 61,658 61,658
Other items of the comprehensive
income statement
- 146 - (16) - - 130 130
Profit for the year - - - - - (3,555) (3,555) (3,555)
Total comprehensive
income/loss for the year
- 146 - (16) - (3,555) (3,425) (3,425)
Dividend distribution (1,206) (1,206) (1,206)
Allocation of prior year's profit (loss) 3,555 6,688 10,243 10,243
Other changes 1,406 - 1,507 - 282 3,195 3,195
Balance at 31/12/2021 30 18,805 (154) 18,864 26,403 (139) 6,688 70,465 70,465
Balance at 01/01/2022 30 18,804 (155) 18,864 26,403 (140) 6,688 70,465 70,465
Other items of the comprehensive
income statement
- 419 - 260 - - 679 679
Profit for the year - - - - - 8,437 8,437 8,437
Total comprehensive
income/loss for the year
- 419 - 260 - 8,437 9,116 9,116
Dividend distribution (1,978) (1,978) (1,978)
Allocation of prior year's profit (loss) 6,688 (6,688) - -
Other changes - - - - (328) (328) (328)
Balance at 31/12/2022 30 18,804 264 18,864 31,373 (468) 8,437 77,274 77,274

Statement of cash flows at 31 December 2022

(Euro thousands) 31 DECEMBER 31 DECEMBER
2022 2021
Profit (loss) for the year 8,437 6,688
Income tax 532 724
Deferred/(prepaid) tax 13 29
Interest expense/(interest income) (3,802) (25)
(Dividends received) 0 0
(Gains)/losses from disposal of assets 21 (280)
1 Profit (loss) for the year before income tax, interest, 5,201 7,137
dividends and gains/losses from disposals 0
Adjustments for non-monetary items that had no 0
balancing entry in net working capital: 0 0
Allocation to post-employment benefits 67 33
Allocations to other provisions 326 267
Amortization and depreciation of fixed assets 3,450 3,384
Write-downs for impairment losses 0 0
Other adjustments for non-monetary items (3,842) (3,052)
2 Cash flow before changes in NWC 5,202 7,769
Changes in net working capital 0 0
Decrease/(increase) in receivables from customers 1,317 (3,254)
Decrease/(increase) in receivables from customers - Intercompany (1) 0
Decrease/(increase) in inventory (15) 232
Increase/(decrease) in payables to suppliers (2,435) 1,204
Increase/(decrease) in payables to suppliers - Intercompany (12) 10
Decrease/(increase) in other receivables (1,057) 78
Increase/(decrease) in other payables (15) 155
Other changes in net working capital 0 0
3 Cash flow after changes in NWC 2,984 8,249
Other adjustments 0 0
Interest received/(paid) 109 210
(Income tax paid) (70) (22)
(Gains)/losses from disposal of assets 0 0
Dividends received 0 0
(Utilization of provisions) (433) (445)
(Utilization of provisions for post-employment benefits) (143) (128)
4 Cash flow after other adjustments 2,447 7,864
A Cash flow from operations 2,447 7,864
Property, plant and equipment (3,905) (4,812)
(Purchase) (3,905) (4,822)
Disposal 0 10
Intangible fixed assets (223) (280)
(Purchase) (223) (280)
Disposal 0 0
Financial fixed assets (100) 1
(Purchase) (100) 0
Disposal 0 1
Current financial assets 0 0
(Purchase) 0 0
disposal 0 0
Proceeds from disposal of assets (21) 280
B Cash flow from investing activities (4,249) (4,811)
Liabilities (1,992) (1,057)
Increase (decrease) in short-term bank payables 8 (2)
New loans 1,000 0
Repayment of loan (2,560) (2,815)
Financial liabilities to other lenders 0 (303)
Change in financial receivables from other lenders 0 128
Change in financial receivables - Intercompany (440) 1,935
Equity (2,307) 1,989
Share capital increase 0 2,811
Sale (purchase) of treasury shares (329) 384
Other changes in equity (1,978) (1,206)
C Cash flow from financing activities (4,299) 932
Increase (decrease) in cash funds (A ± B ± C) (6,101) 3,985
Cash and cash equivalents at 1 January 9,152 5,167
Cash and cash equivalents at 31 December 3,051 9,152

Notes to the Financial Statements of the Parent Company

Entity preparing the financial statements

Neodecortech S.p.A. (hereinafter also the "Company", the "Parent Company" or the "Controlling Company") is a company incorporated under Italian law, with registered office in Filago (BG), Strada Provinciale 2, at the head of the Neodecortech Group (hereinafter also the "Group"). The Company's website is: www.neodecortech.it.

The Company is active in the production and marketing of decorative papers for the industrial sectors of wood and furnishing accessories.

Following the provision of Borsa Italiana for admission to the STAR segment dated 5 March 2021, trading of the Company's ordinary shares and warrants began on 15 March 2021 on the STAR segment of Euronext Milan organized and managed by Borsa Italiana.

The publication of these financial statements was authorized by the Directors on 15 March 2023; they will be submitted to the Shareholders' Meeting for approval and subsequent filing, within the time limits of law. The Shareholders' Meeting is empowered to make changes to these Financial Statements.

BDO Italia S.p.A. is in charge of the statutory audit.

General criteria for the preparation of the financial statements

Statement of compliance with IAS-IFRS

These financial statements were prepared in compliance with the IAS-IFRS international accounting standards in force at 31 December 2022, as adopted by the European Union, as well as with the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005. The IAS-IFRS also include all the revised international accounting standards (IAS) and all the interpretations issued by the IFRS Interpretation Committee (formerly IFRIC), previously known as SIC. The rules of national legislation implementing EU Directive 2013/34 also apply, provided they are consistent, to companies that prepare their financial statements in accordance with IAS-IFRS. Therefore, the financial statements implement the relevant provisions of the articles of the Italian Civil Code and the corresponding provisions of the TUF for listed companies concerning the Directors' Report on Operations, the Independent Auditors' Report and the publication of the financial statements. The financial statements and the notes thereto also include the details and additional information required by the articles of the Italian Civil Code concerning financial statements, insofar as they do not conflict with the provisions of IAS-IFRS, as well as the other CONSOB regulations and instructions concerning financial statements.

The financial statements were prepared on a going concern basis. The Company has assessed that there are no significant uncertainties surrounding its ability to continue operations, due also to its financial structure and the actions already identified and included in the 2021-2023 Business Plan and the 2023 Budget, as explained in the "Directors' Report on Operations".

Preparation criteria and functional currency

The financial statements are prepared in accordance with the cost principle, with the exception of derivative financial instruments and financial assets, which are measured at fair value.

The presentation currency used in the financial statements is the Euro, which is the functional currency of Neodecortech S.p.A.. All the amounts contained in the financial statements and the notes are rounded to the nearest Euro unit, unless otherwise indicated

Financial statements and presentation criteria

The financial statements consist of the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, as well as the notes to the financial statements for the year ended 31 December 2022.

With regard to the presentation of the financial statements, the Company has made the following decisions:

  • § current and non-current assets and current and non-current liabilities are shown separately in the statement of financial position. Current assets, which include cash and cash equivalents, are those intended to be realized, sold or consumed in the Company's normal operating cycle; current liabilities are those expected to be settled in the Company's normal operating cycle or in the twelve months following the end of the period;
  • § for the income statement, the analysis of costs is carried out based on the nature of the costs;
  • § for the statement of comprehensive income, the Company has chosen to present two statements: the first shows the traditional income statement components with the result for the period, while the second, starting from this result, shows in detail the other components, i.e. (i) changes in fair value of derivative financial instruments designated as hedge accounting, and (ii) the effects of the remeasurement of defined benefit plans;
  • § the statement of cash flows was prepared using the indirect method.

The financial statements provide comparative information for the prior year.

Accounting standards, amendments and IFRS interpretations applied from 1 January 2022 and applicable from 1 January 2023.

On 14 May 2020, the IASB published the following amendments:

  • Amendments to IFRS 3 Business Combinations: the purpose of these amendments is to update the reference in IFRS 3 to the Conceptual Framework in its revised version, without this entailing any changes to the provisions of IFRS 3.
  • Amendments to IAS 16 Property, Plant and Equipment: the purpose of these amendments is not to allow deduction from the cost of property, plant and equipment of the amount received from the sale of goods produced during the testing phase of the asset itself. The sales revenue and related costs will be therefore recognized in the income statement.
  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: the amendment clarifies that all costs directly attributable to the contract must be considered when estimating whether a contract is onerous. As a result, the assessment of whether a contract is onerous includes not only incremental costs (such as the cost of direct material used in the work), but also any costs that the company cannot avoid because it has entered into the contract (such as the share of the cost of personnel and depreciation of machinery used to perform the contract).
  • Annual Improvements 2018-2020: Amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture, and Illustrative Examples of IFRS 16 Leases.

All the amendments came into effect on 1 January 2022.

On 12 February 2021, the IASB published several amendments to the IFRS standards:

  • § Disclosure of Accounting Policies Amendments to IAS 1 and IFRS Practice Statement 2;
  • § Definition of Accounting Estimates Amendments to IAS 8.

The amendments are intended to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of financial statements, as well as to help entities distinguish changes in accounting estimates from changes in accounting policies.

The amendments apply as from 1 January 2023, but early adoption is permitted.

On 7 May 2021, the IASB published amendments to IAS 12, the tax standard, to clarify how entities should account for deferred tax on certain transactions that can generate assets and liabilities of equal amounts, such as leases and decommissioning provisions.

The amendments apply as from 1 January 2023, but early adoption is permitted.

In January 2020, the IASB issued amendments to IAS 1 that clarify how an entity should classify liabilities as current or non-current. The effective date of the amendments was initially 1 January 2022; however, in July 2020 effectiveness was deferred to 1 January 2023 due to the COVID-19 pandemic. At its June 2021 meeting, the IASB tentatively decided to amend the requirements of IAS 1 with regard to the classification of contingent liabilities and disclosure of those conditions and to defer the effective date of the 2020 amendment by at least one year to financial periods beginning on or after 1 January 2024.

The Directors do not expect the Group's consolidated financial statements to be materially affected by the adoption of these amendments.

Subjective evaluations and use of estimates

The preparation of the financial statements and the notes thereto, in application of the IAS-IFRS, requires Management to make estimates and assumptions that affect the carrying amounts of assets and liabilities and disclosures on contingent assets and liabilities as of the reporting date, as well as the amount of revenue and costs in the reporting period presented. Estimates and assumptions used are based on experience and on other factors considered significant. Actual results may differ from these estimates. Estimates and assumptions are reviewed regularly and the effects of each variation therein are recognized in profit and loss in the period in which the estimate was revised. The effects of such revisions are reflected in the periods on which they have effect, i.e. both in the current period, and in future periods, if relevant.

To provide a better understanding of the Financial Statements, the following are the most significant estimates adopted in the process of preparing the Financial Statements, as they involve a high level of subjective judgments, assumptions and estimates relating to issues that are by their nature uncertain. Changes in the conditions underlying the judgments and assumptions made could have a material impact on subsequent results.

  • § Measurement of receivables: receivables from clients are adjusted by the related allowance for doubtful accounts to take account of their recoverable value. The determination of the amount of the write-downs requires the directors to perform subjective evaluations based on past experience for similar receivables or current and historical past dues, closing rates, losses and collections, and to carefully monitor credit quality, especially in the current context of the COVID-19 pandemic and the Russian-Ukrainian conflict;
  • § Measurement of inventory: obsolescent inventory is periodically measured and written down if the net realizable value is lower than the carrying amount. Write-downs are calculated on the basis of Management's assumptions and estimates, based on their experience and sales forecasts;
  • § Measurement of deferred tax assets: deferred tax assets whose recovery in future years is considered highly probable - are measured on the basis of the expected taxable income in future years. The measurement of such expected taxable income depends on factors that may vary over time and have significant effects on the measurement of deferred tax assets;
  • § Income tax: the calculation of the Company's tax liability requires Management to measure transactions whose tax implications are not certain at the balance sheet date;

  • § Impairment of intangible and tangible assets with finite useful life: these assets undergo an impairment test to ascertain whether there has been an impairment, which must be recognized by means of a write-down, when there are indications of a difficulty in recovering the related net book value through use. Ascertainment of the existence of the above indicators requires the Directors to make subjective assessments based on information available within the Company and from the market, as well as statistics. Additionally, if it is determined that a potential impairment may have occurred, the Company determines it using appropriate measurement techniques. The proper identification of the elements pointing to the existence of a potential impairment, as well as the estimates used to determine them, depend on factors that may change over time and that are subject to uncertainties and the use of estimates (growth rates, rates of return on assets, and financial projections affected by external, non-controllable variables) that affect the valuations and estimates made by the Directors;

  • § Measurement of intangible and tangible assets with finite useful life: tangible and intangible assets with finite useful life are depreciated/amortized over the estimated useful life of the related assets. The useful life of the assets is determined by the Directors at the time the asset is acquired; it is based on historical experience for similar fixed assets, market conditions and anticipations of future events that could have an impact on the useful life. Therefore, the actual useful life may differ from the estimated useful life. The Company regularly assesses technological and industry changes to update the remaining useful life. This regular update could lead to a change in the amortization/depreciation period and therefore also in the amortization/depreciation charge for future years.
  • With regard to the COVID-19 pandemic and the Russian-Ukrainian conflict, in addition to the internal and external impairment indicators generally monitored, Management assessed, based on information available at 31 December 2022, the effects of the pandemic on the recoverable value of assets. Based on the final results at 31 December 2022, the forecasts made in the 2021-2023 Business Plan and the 2023 Budget, and the assumptions on the impact of the pandemic and of the Russian-Ukrainian conflict for the years subsequent to 31 December 2022, Management does not deem them to represent an indicator of impairment for the Group and, therefore, did not consider it necessary to carry out an impairment test on the value of the recognized assets;
  • § Pension plans: the present value of the liability for pension benefits depends on a number of factors that are determined by actuarial methods using certain assumptions. The assumptions regard the discount rate, the expected return on the assets servicing the plan, the rates of future salary increases, and the mortality and resignation rates. Any change in the above assumptions could have significant effects on the liability for pension benefits;
  • § Valuation of risk provisions: the Company is subject to legal and tax lawsuits that may arise from complex and difficult issues, which are subject to a varying degree of uncertainty, including facts and circumstances underlying each case, jurisdiction and different applicable laws. Given the uncertainties underlying these issues, it is difficult to accurately predict the outlay that could arise from such disputes. Accordingly, after hearing the opinion of their legal and tax advisors and experts, the Directors recognize a liability from such disputes when they consider it probable that a financial outlay will occur and when the amount of the resulting losses can be reasonably estimated. This estimate implies the adoption of assumptions that depend on factors that may change over time and which could therefore have significant effects over the current estimates made by the Directors in preparing the Company's financial statements;
  • § Determination of fair value: the fair value of certain financial assets that are not listed on active markets is determined using measurement techniques. The Company uses measurement techniques that use inputs that are directly or indirectly observable in the market at year end, related to the assets being measured. While the estimates of the abovementioned fair values are deemed reasonable, possible changes in the estimation factors on which the calculation of these values is based may produce different valuations.

Accounting policies

Property, plant and equipment

These are recorded at purchase, production or transfer cost, including any ancillary expense and direct costs required to make the asset available for use, less subsequent accumulated depreciation and write-downs for impairment. All other costs and financial expense are recognized in the income statement in the year to which they refer.

If an item of property, plant and equipment consists of several components with different useful lives, these components are accounted for separately (if they are significant components).

Leasehold improvements are classified as PPE, on the basis of the cost incurred. In such cases, the depreciation period corresponds to the lower of the residual useful life of the tangible asset and the residual term of the lease contract.

Assets under construction are recorded at cost under "Assets under construction" until they are available for use; at the time of their availability for use, the cost is classified under the relevant item and depreciated.

The gain or loss on the disposal of property, plant, machinery, equipment and other assets is determined as the difference between the net sale proceeds and the net residual value of the asset, and is recognized in the income statement for the year in which the asset is derecognized.

Costs incurred after the purchase of the assets and the cost of replacing certain parts of the assets recorded in this category are added to the carrying amount of the item to which they refer and capitalized only if they increase the future economic benefits inherent in the asset itself and are therefore depreciated on the basis of the residual possibility of use of the asset. All other costs are recognized in the income statement when incurred.

When the cost of replacing certain parts of the assets is capitalized, the residual amount of the parts replaced is charged to the income statement.

Gains and losses arising from the sale or disposal of assets are determined as the difference between the sale proceeds and the net carrying amount of the asset and are recognized in the income statement for the year.

Depreciation is generally calculated on a straight-line basis over the estimated useful lives of the individual components into which property, plant and equipment are divided. Land is not depreciated. Below are the rates applied for each category:

Category Rates %
Industrial buildings 2%
Lightweight constructions 10%
Temporary and kindred constructions 10%
Plant and equipment 9%
Purification plants 12%
Miscellaneous production equipment / laboratory 30%
Production equipment (printing cylinders) 20%
Furniture and ordinary office equipment 12%
Electronic office equipment 20%
Internal means of transport 16%
Cars and motor vehicles 25%

The useful life of tangible assets and their residual value are reviewed and updated, where necessary, at least at the end of each financial period.

Tangible assets are also tested for impairment annually or whenever there is an indication that the asset may be impaired. Reference should be made to the section below "Impairment of property, plant and equipment, intangible assets and investments" for the criteria used to determine any write-downs.

Leases

The Company must evaluate whether the contract is, or contains a lease, as at the date it is entered into. The Company recognizes the Right of Use and related Lease Liability for all leases in which it acts as lessee, except for short-term leases (leases of 12 months or less) and leases related to low-value assets (i.e., assets valued at less than € 5,000 when new). Contracts for which the latter exemption has been applied fall primarily within the following categories: computers, phones and tablets; printers, other electronic devices; and furniture and fixtures.

With regard to these exemptions, the Company records the related payments as operating expense recognized on a straight-line basis over the life of the contract.

The lease liability is initially recorded at the present value of future payments at the effective date of the contract. Since most of the lease agreements entered into by the Company do not contain an implicit interest rate, the discount rate to be applied to future lease payments was determined as the risk-free rate, with maturities commensurate with the term of the specific lease, increased by the specific credit spread of the company entering into the agreement.

Lease payments included in the value of the lease Liability include:

  • § the fixed component of lease payments, net of any incentives received;
  • § variable lease payments based on an index or rate, initially measured using the index or rate on the effective date of the contract;
  • § the amount of collateral for the residual value that the lessee expects to pay;
  • § the exercise price of the purchase option, which must only be included if the exercise of such option is considered reasonably certain;
  • § penalties for early termination of the contract, if the lease term envisages the option to exercise termination of the lease and the exercise thereof is estimated to be reasonably certain.

Subsequent to initial recognition, the carrying amount of the lease liability increases due to interest accrued (using the effective interest method) and decreases to take account of payments made under the lease agreement.

The Company restates the value of the Lease Liabilities (and adjusts the value of the corresponding Right of Use) if:

  • § the lease term changes or there is a change in the valuation of the exercise of the option right; in this case, the lease liability is restated by discounting the new lease payments at the revised discount rate.
  • § the value of lease payments changes as a result of changes in indices or rates, in such cases the Lease Liability is restated by discounting the new lease payments at the initial discount rate (unless the payments due under the lease change as a result of fluctuations in interest rates, in which case a revised discount rate must be used).

  • § A lease has been amended and the amendment does not fall within the cases for separate lease recognition. In such cases, the lease liability is restated by discounting the new lease payments at the revised interest rate.

  • § The Company did not recognize any of the above changes in the period, availing itself, however, of the possibility of early application of the amendment to IFRS 16 - COVID-19 Related Rent Concessions, which allowed it to account for the effects of reductions in lease payments directly in the income statement at the effective date of the reduction, without having to assess, through the analysis of contracts, whether the definition of lease modification in IFRS 16 is met.

The Company did not recognize any of the above changes during the period.

The Right of Use asset includes the initial calculation of the lease Liability, lease payments made prior to or on the effective date of the contract, plus any other initial direct costs. The Right of Use is recorded in the financial statements net of depreciation and any impairment losses. Lease-related incentives (e.g., free lease periods) are recognized as part of the initial value of the right of use and lease liability over the contract period.

The Right of Use is amortized/depreciated on a systematic basis to the lower of the lease term and the remaining useful life of the underlying asset. If the lease agreement transfers ownership of the related asset or the cost of the right of use reflects the Company's wish to exercise the purchase option, the related right of use is amortized over the useful life of the asset in question. The beginning of amortization starts from the effective date of the lease.

The Right of Use is included under "Tangible assets" in the consolidated statement of financial position.

The Company applies IAS 36 Impairment of Assets in order to identify the presence of any impairment losses.

In the statement of cash flows, the Company divides the total amount paid between principal (recognized in the cash flow from financing activities) and interest (recognized in the cash flow from operations).

Intangible assets

An intangible asset is an identifiable non-monetary asset without physical substance, controllable and capable of generating future economic benefits. These items are recorded at purchase and/or production cost, including directly attributable expenses for preparing the asset for use, net of accumulated amortization and any impairment losses.

Amortization begins from when the asset is available for use, in accordance with Management's intentions, and is systematically allocated in relation to the residual possibility of use of the asset, or on the basis of its estimated useful life.

The costs of software licenses, including expenses incurred to make the software ready for use, are amortized on a straight-line basis over the relevant period of time (5 years), while the costs relating to the maintenance of software programs are charged to the Income Statement at the time they are incurred.

Below are the rates applied for each category:

Category Rates %
Neodecortech
Patents and use of intellectual property 20%
Other intangible fixed assets 20%

Intangible assets with finite useful life are also tested for impairment whenever there is an indication that the asset may be impaired. Reference should be made to the section below "Impairment of property, plant and equipment, intangible assets and investments" for the criteria used to determine any write-downs.

Subsidiaries

Subsidiaries are those entities in which the company is exposed to variable returns, or holds rights to those returns, arising from its relationship with those entities and at the same time has the ability to affect those returns by exercising its power.

The company assesses entity control through the presence of three elements: power:

  • § current ability of the company, deriving from substantive rights, to direct the relevant activities of the businesses that significantly affect the entity's returns;
  • § the company's exposure to variability in the returns of the investee;
  • § correlation between power and returns, the company has the ability to exercise its power to affect the returns from such relationship.

Generally, control is assumed when the company owns, directly or indirectly, more than half of the voting rights in the ordinary shareholders' meeting, including any potential rights to vote resulting from convertible securities.

Investments in subsidiaries are measured at equity. Under this method, investments are initially recognized at cost, subsequently adjusted to reflect changes in the value of the Company's share of the associate's equity. The Company's share of the profits or losses of its subsidiaries is accounted for in a specific item in the income statement from the date on which control is exercised until the moment it ceases.

Investments are subject to impairment testing, where indicators of impairment have been identified. If there is evidence that these investments have suffered an impairment loss, the loss is recognized in the Income Statement as a writedown. Whenever an impairment loss is reduced or ceases to exist, the loss is reversed up to the carrying amount through profit and loss.

Cost of a business combination

Under IFRS 3, the cost of an acquisition is the acquisition-date fair value of the consideration transferred, plus the amount of any non-controlling interest held. For each business combination, any non-controlling interest in the acquiree must be measured at fair value or in proportion to the non-controlling interest's share of the acquiree's identifiable net assets.

IFRS 3 requires that acquisition-related costs be considered as expense in the periods in which such costs are incurred and the services are received.

Allocating the cost of a business combination

Goodwill is determined as the excess between, on the one hand:

  • § the sum of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value, at the acquisition date, of any interest in the acquiree previously held; and, on the other hand,
  • § the net fair value of the identifiable assets and liabilities at the date of acquisition.

If the difference is negative, it is recorded directly in the income statement. If the initial recognition of a business combination can only be determined provisionally, the adjustments to the amounts assigned are recorded within twelve months of the acquisition date (valuation period).

Impairment of property, plant and equipment, intangible assets and investments

At each balance sheet date, an assessment is made to ascertain whether there are any indications that tangible and intangible assets (including rights of use, the reduction in value of which is connected with the emergence of conditions for using the asset on the basis of an onerous contract pursuant to IAS 37) and investments may have suffered impairment. Both internal and external sources of information are considered for this purpose. With regard to the former

(internal sources), the following are considered: obsolescence or physical deterioration of the asset, any significant changes in the use of the asset, and the economic performance of the asset and the investment compared to estimated performance. With regard to external sources, the following are considered: trends in the market prices of assets, any technological, market or regulatory discontinuities, trends in market interest rates or the cost of capital used to value investments.

If such indicators are identified, the recoverable amount of said assets is estimated (impairment test), posting any writedown against the related carrying amount to the Income Statement. The recoverable value of an asset is represented by the greater of its fair value, less ancillary costs to sell, and its value in use, i.e. the current value of the future cash flows estimated for this asset. In determining the value in use, the expected future cash flows are discounted using a discount rate that reflects current market assessments of the time value of money, in relation to the period of the investment and the risks specific to the asset. For an asset that does not generate cash flows that are largely independent, the recoverable amount is determined in relation to the cash generating unit (CGU) to which such asset belongs.

An impairment loss is recognized in the Income Statement if the carrying amount of the asset, or of its cash generating unit, is higher than its recoverable value. Impairment losses of the cash generating unit are recognized as a reduction in assets, in proportion to their book value and within the limits of the relating recoverable value, including rights of use. If the conditions for a previous write-down no longer apply, the carrying amount of the asset is reinstated with an entry in profit and loss, up to the net carrying amount that the asset in question would have had if the write-down had not been made and, for tangible and intangible assets, the related amortization/depreciation had been carried out.

Financial assets

All financial assets are initially recognized, at the trading date, at cost, which corresponds to the fair value increased by the expense directly attributable to the purchase, with the exception of financial assets held for trading (fair value in the income statement).

All financial assets must be subsequently recognized at amortized cost or fair value based on the entity's business model for managing financial assets and the characteristics related to the contractual cash flows of the financial asset. Specifically:

  • § Debt instruments held as part of a business model whose objective is to hold financial assets for the purpose of collecting contractual cash flows, and which have cash flows represented solely by principal payments and interest on the amount of principal to be repaid, are subsequently measured at amortized cost;
  • § Debt instruments held as part of a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and which have cash flows represented solely by principal payments and interest on the amount of principal to be repaid, are subsequently measured at fair value with changes recognized in other comprehensive income (FVTOCI);
  • § All other debt instruments and investments in equity instruments are subsequently measured at fair value, with changes recognized in net profit (loss) for the year (FVTPL).

When an investment in a debt instrument measured as FVTOCI is derecognized, the cumulative gain (loss) previously recognized in other comprehensive income is reclassified from equity to net profit (loss) through a reclassification adjustment. Conversely, when an investment in an equity instrument designated as FVTOCI rated is derecognized, the cumulative gain (loss) previously recognized in other comprehensive income is subsequently transferred to retained earnings without passing through the income statement. Dividends received from investments in equity instruments are recognized in the income statement.

Debt instruments subsequently measured at amortized cost or FVTOCI are subject to financial asset impairment. With regard to the impairment of financial assets, the Company has applied a model based on expected losses on receivables, with reference to trade receivables. Specifically, the Company measures the loss allowance on a financial asset at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial asset has significantly increased since initial recognition, or if the financial instrument is an impaired financial asset that has been purchased or

originated. However, if the credit risk of a financial instrument has not increased significantly since initial recognition, the Company shall measure the loss allowance for the financial instrument in an amount equal to the expected credit losses from a default event in the following 12 months (12-month expected credit losses).

The Company adopts the simplified method for measuring the loss allowance for trade receivables by estimating the expected losses over the life of the receivable, also using a procedure that also requires a customer-by-customer analysis of past due doubtful debts.

The Company derecognizes all or a portion of its financial assets when:

  • § the contractual rights attributable to these assets have expired;
  • § it transfers the risks and rewards of ownership of the asset or does not transfer or even retain substantially all the risks and rewards, but transfers control of these assets;
  • § receivables transferred as a result of factoring transactions are eliminated from the statement of financial position only if they are transferred without recourse, and if substantially all the risks inherent in the receivable are transferred.

Receivables assigned with recourse, or in any case without the transfer of all risks, remain recorded in the financial statements and a financial liability of equal amount is recorded under liabilities against the advance received.

Inventory

The purchase cost includes the costs incurred to bring each asset to the storage location and takes account of writedowns related to obsolescence and slow turnover of inventory.

The production cost of finished and semi-finished goods includes the cost of raw materials, direct labour and a portion of general production costs, calculated on the basis of normal plant operations, while financial costs are excluded.

For raw and ancillary materials and consumables, the net realizable value is represented by the replacement cost. For finished and semi-finished goods, the net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the costs necessary to make the sale.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank deposits on demand, and other treasury investments with original expected maturities of three months or less. Overdrafts are considered a means of financing and not a component of cash and cash equivalents. The definition of cash and cash equivalents in the statement of cash flows corresponds to the definition in the statement of financial position.

Treasury shares

Repurchased treasury shares are recorded at cost and deducted from equity. The purchase, sale or cancellation of treasury shares does not give rise to any profit or loss in the income statement. The difference between the purchase price and the consideration, in the event of re-issue, is recognized in the share premium reserve.

Provisions for risks and charges

Allocations to provisions for risks and charges are made when the Company must meet a current obligation (legal or implicit) deriving from a past event, the amount of which can be reliably determined, and the fulfilment of which will likely result in the use of resources. Allocations are made on the basis of the best estimate, on the basis of the costs required to fulfil the obligation at the balance sheet date, and are discounted when the effect is significant. In this case, the discounting is determined at a pre-tax discount rate that reflects the current market valuation of the cost of money in relation to time. The discounting effect is recorded under financial expense.

Employee benefits

As of 1 January 2007, companies with over 50 employees at the date of introduction of the reform are required to pay the new severance indemnity flows into pension funds chosen by the worker or, where the worker has opted to keep the flows within the company, into a treasury account set up with INPS. For the Company, the employee severance indemnity accrued up to 31 December 2006 continues to fall under "defined benefit plans", while the indemnity accrued after such date is treated, for all workers, as a "defined contribution plan", since all the company's obligations are discharged with the periodic payment of a contribution to third parties. An exception is made for the portions accrued by workers who have opted to keep the severance indemnity within the company, which are classified as a defined benefit plan.

Defined contribution plans

Defined contribution plans are formalized post-employment benefit programs under which the Company pays fixed contributions to an insurance company or pension fund and will not have a legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior years.

These contributions, paid in exchange for employee service, are recorded as an expense in the period incurred.

Defined benefit plans

Defined benefit plans are formalized post-employment benefit programs that constitute a future obligation for the Company. The entity is, in substance, underwriting the actuarial and investment risks associated with the plan. Under IAS 19, the Company uses the Projected Unit Credit Method to determine the present value of obligations and the related current service cost.

This actuarial calculation requires the use of objective and compatible actuarial assumptions about demographic (mortality rate, employee turnover rate) and financial (discount rate, future increases in salary levels and medical benefits) variables.

Actuarial gains and losses related to post-employment defined benefit plans may result from both changes in the actuarial assumptions used for the calculation between two consecutive years and changes in the value of the obligation relating to the actuarial assumptions made at the beginning of the year. Actuarial gains and losses are recognized and charged immediately to other comprehensive income.

Net interest expense on defined benefit plans is recognized in financial income/(expense) in the income statement.

Share-based payments (Stock Grants)

A number of Company employees receive part of the remuneration as share-based payments, therefore these employees provide services in exchange for shares ("equity settled transactions").

This cost, together with the corresponding increase in equity, is recorded under personnel expense over the period in which the conditions relating to the achievement of objectives and/or the provision of the service are met. The cumulative costs recorded for such transactions at the end of each financial year up to the vesting date are commensurate with the expiry of the vesting period and the best estimate of the number of equity instruments that will actually vest. Cost or revenue in profit or loss represents the change in cumulative cost recognized at the beginning and end of the period.

Service or performance conditions are not taken into account when defining the fair value of the plan at the granting date. However, the probability of these conditions being met is taken into account when defining the best estimate of the number of equity instruments that will vest. Market conditions are reflected in the fair value at grant date. Any other conditions attached to the plan that do not involve a service obligation are not considered to be a vesting condition. Nonvesting conditions are reflected in the fair value of the plan and result in the immediate recognition of the cost of the plan, unless there are also service or performance conditions.

The total amount of the fair value of stock grants granted to employees of subsidiaries at the grant date must also be recognized in the Statement of Financial Position, as an increase in investments in subsidiaries, with a balancing entry in a specific item of equity.

Loans

Loans are initially recognized at the fair value of the amount disbursed/received net of ancillary expense directly attributable to the financial asset/liability. After initial recognition, loans are measured at amortized cost using the effective interest method.

Trade and other payables

Trade and other payables are initially recorded at the fair value of the initial consideration received in exchange and subsequently measured at amortized cost.

Revenue recognition

Revenue is measured taking account of the consideration specified in the contract with the customer. The Company recognizes revenue when it transfers control of goods or services.

Revenue recognition is performed by applying a five-step model as outlined below:

  • § Identification of the contract with the customer;
  • § Identification of "performance obligations" under the contract;
  • § Determination of transaction consideration;
  • § Allocation of consideration to individual "performance obligations";
  • § Recognition of revenue at the point in time (or over a period of time) of satisfaction of the individual "performance obligation".

Revenue is recognized when the economic benefits associated with the sale of goods or the provision of services will flow to the Company and the amount can be reliably determined. Revenue is recorded at fair value, equal to the consideration received or receivable, taking account of the value of any trade discounts granted and volume rebates.

With regard to the sale of goods, revenue is recognized when the company has transferred the significant risks and benefits associated with the ownership of the goods to the purchaser. Contracts with customers generally include a single performance obligation. A performance obligation is satisfied upon delivery of the asset.

Costs

Costs are recorded on an accruals basis and in accordance with the relevance principle.

Financial expense and income

Interest income/expense is recognized as financial income/expense following its assessment on an accruals basis and using the effective interest rate method.

Dividends

Dividends are recognized when the shareholders' right to receive payment arises, in accordance with current legislation, and are classified under "Financial income" and reversed as part of the entries to adjust Investments to the equity method.

Income tax

Current tax is calculated on the basis of taxable income for the year, applying the tax rates in force at the reporting date. Deferred tax is calculated on all differences arising between the tax base of an asset or liability and the relating carrying amount.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which they can be recovered. Deferred tax is determined using the tax rates that are expected to apply in the periods in which the differences are realized or settled. The recoverability of deferred tax assets is reviewed at each end of the period. Deferred tax assets not recognized in the financial statements are re-analyzed at each reporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

Current and deferred tax is recorded in the Income Statement, with the exception of tax relating to items directly debited or credited to equity, in which case the tax effect is recognized directly in equity and in the Consolidated Statement of Comprehensive Income. Tax is offset when levied by the same taxing authority and when there is a legal right to offset it and a settlement of the net balance is expected.

Neodecortech S.p.A. participates as a subsidiary in the national tax consolidation scheme of the Valentini Group, together with the subsidiaries Cartiere di Guarcino S.p.A., Bio Energia Guarcino S.r.l., and Valinvest S.r.l.. In this context, pursuant to Articles 117 et seq. of Presidential Decree 917/86, IRES is determined at the level of Finanziaria Valentini S.p.A. by offsetting the positive and negative taxable amounts of the above companies.

Income-related transactions, responsibilities and mutual obligations among the companies are set out in the regulations for participation in the tax consolidation scheme of the Valentini Group.

Derivative financial instruments

Derivatives, including embedded derivatives that are separated from the main contract, are initially recognized at fair value.

Derivatives are classified as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the hedge effectiveness, regularly verified, is high.

When hedging derivatives hedge the risk of change in the fair value of the hedged instruments, they are recorded at fair value and the effects are posted to the income statement; accordingly, the hedged instruments are adjusted to reflect the changes in fair value associated with the risk hedged.

When derivatives hedge the risk of fluctuations in the cash flows of the hedged instruments (cash flow hedge), the hedges are designated against the exposure to variability in cash flows attributable to risks that may subsequently affect the Income Statement; these risks are generally associated with an asset or liability recognized in the balance sheet (such as future payments on debts at variable rates). The effective portion of the change in the fair value of the portion of derivative contracts that have been designated as hedges under IFRS 9 is recognized as a component of the Comprehensive Income Statement (hedging reserve); this reserve is then charged to profit or loss in the period in which the hedged transaction affects the Income Statement. The ineffective portion of the change in fair value, as well as the entire change in fair value of the derivatives that have not been designated as hedging instruments or do not meet the requirements of IFRS 9, is booked directly to the income statement.

When derivative instruments do not meet the requirements to be classified as hedges, gains and losses from fair value fluctuations are recognized in the income statement for the period.

Transactions denominated in currencies other than the functional currency

Transactions denominated in currencies other than the functional currency are initially translated into the functional currency using the exchange rate on the date of the transaction. At the reporting date, monetary assets and liabilities denominated in non-functional currencies are translated into the functional currency at the exchange rate in effect at the reporting date. The resulting exchange rate differences are recorded in the Income Statement.

Non-monetary assets and liabilities denominated in non-functional currencies and measured at cost are translated at the exchange rate on the date of the transaction, while those measured at fair value are translated at the exchange rate on the date such value is determined.

Earnings/(loss) per share

Earnings per share are calculated by dividing the Company's net profit or loss by the weighted average number of shares outstanding during the relevant period, excluding treasury shares. Diluted earnings are calculated by dividing the Company's profit or loss adjusted to take account of any effects, net of tax for the year, of any rights with diluted effects by the weighted average number of shares outstanding during the relevant period, excluding treasury shares and equivalent securities (options) with dilutive effect.

Non-current assets held for sale and discontinued operations

Assets and liabilities held for sale and discontinued operations are classified as such if their carrying amount will be recovered primarily through sale rather than through continued use; these assets must represent a major independent line of business or geographical area of operation. These conditions are considered fulfilled when the sale is considered highly probable and the assets and liabilities are immediately available for sale in their present condition.

Operations held for sale are measured at the lower of net carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets once classified as held for sale no longer need to be depreciated or amortized.

In the consolidated statement of income, the net result from discontinued operations, together with the gain or loss from the measurement at fair value less costs to sell and the net realized gain or loss from the sale of assets, is grouped in a single line item separately from the result from continuing operations.

Cash flows relating to discontinued operations are reported separately in the statement of cash flows. The above information is also presented for the comparative period.

Management of financial risks

The Board of Directors of Neodecortech S.p.A. adopts a consistent policy with a view to reducing the financial risks the Neodecortech Group is exposed to in the course of business.

As the Company's activities are industrial, the use of instruments is limited to transactions to hedge the risks connected with its operations, thus excluding speculative policies or policies that pursue purely financial profit objectives.

The financial instruments applicable to the sector are only those that allow for the funding and use of the financial means required to carry out operations. Therefore, the amounts, terms and maturities of the financial instruments must be appropriate to the transactions they are linked to.

Liquidity risk

In connection to its debt position, the Company is exposed to liquidity risk, namely the risk of being unable to raise the funds required to service and repay existing loans.

In order to minimize this risk, the Treasury and Credit area puts these activities in place:

  • § ongoing assessment of forecast financial requirements in order to put in place the necessary actions in a timely manner;
  • § negotiation of appropriate credit facilities;
  • § the correct composition of net financial debt, i.e. to finance capital expenditure using medium/long-term debt (in addition to equity), while covering net working capital requirements using short-term lines of credit;
  • § inclusion of Group companies in loan agreements in order to optimize any excess liquidity among companies.

Reference should be made to the Directors' Report on Operations and to Note 25 "Non-current financial liabilities" and "Current financial liabilities" for further details of the loans taken out.

Credit risk

The Company is subject to credit risk relating to the sales of products in its core markets. The policies set out the criteria for establishing customer creditworthiness, credit facilities and related risk containment measures. The policies also envisage the assignment of responsibilities for approving any breaches of such limits and for preparing management reports.

The review of overdue receivables provides the following analysis by due date (including allocations for invoices to issue and credit notes to issue):

Trade receivables Overall total Total falling
due
Total past due Past due 0 -
30
Past due 31 -
60
Past due 61 -
90
Past due 91 -
120
Past due over
120
31 DECEMBER 2022 9,196 7,423 1,773 1,322 86 2 0 364
Trade receivables Overall total Total falling
due
Total past due Past due 0 -
30
Past due 31 -
60
Past due 61 -
90
Past due 91 -
120
Past due over
120
31 DECEMBER 2021 10,512 8,702 1,811 1,292 181 0 0 337

As the Company's exposure to customers is represented mainly by receivables from companies in the furniture and flooring sector, it is reasonable to estimate that there are no noteworthy solvency risks. Special cases are systematically reviewed and, where deemed necessary, a specific provision for impairment is made.

Also included in past dues between 0-30 days are mainly collection of cash orders paid on December 31, 2022, but credited by the bank on the first day of 2023.

The general risk associated with overall exposure to customers is assessed on a statistical basis, by reviewing the historical series of insolvencies and realized losses per year, to which average percentages of probable uncollectability are associated, in connection to the age of the receivable.

Changes in the provision for doubtful accounts at 31 December 2022 are shown below:

Provision for doubtful accounts
(Euro thousands)
31 DECEMBER 2021 Allocations Utilization Release 31 DECEMBER 2022
Changes in Provision for Doubtful Accounts 263 55 0 0 318
Total provision for doubtful accounts 263 55 0 0 318

Actions aimed at limiting risk include the continued controls made in the year to assess and analyze the higher risk situations on a monthly basis, and the implementation of credit insurance policies in the manner deemed appropriate.

Exchange rate risk

By focusing its sales on the Italian and European markets of the Euro zone, the Company is exposed in a marginal way to the risk of fluctuations in exchange rates, considering additionally that transactions in foreign currency to purchase raw materials are equally limited.

Interest rate risk

The risk is represented by the likelihood that the value or future cash-flows of a financial instrument - in particular, current account overdrafts, bank advances and loans - may vary parallel to changes in interest rates.

To mitigate the above risk, the Company entered into two Interest Rate Swap contracts relating to the outstanding mortgage loan with BPM, with a notional value of € 6,278 thousand and a positive fair value of € 348 thousand at 31 December 2022 (negative € 203 thousand at 31 December 2021). At 31 December 2022, total medium/long-term loans taken out by the Company amounted to € 9,963 thousand, 37% of which at floating rate and not covered by derivatives.

Fair value hierarchy and classes of financial instruments

In order to determine and document the fair value of financial instruments, use was made of the following hierarchy based on different valuation techniques:

  • § Level 1: the data used in the measurements are represented by quoted prices on markets where assets and liabilities identical to those being measured are traded;
  • § Level 2: the data used in the measurements, other than the quoted prices referred to in Level 1, are observable for the financial asset or liability, either directly (prices) or indirectly (derived from prices);
  • § Level 3: non-observable data; if observable data are unavailable and, therefore, there is a modest or non-existent market activity for the assets and liabilities being measured.

It should be noted that in choosing the measurement techniques to use, the Group has followed the following hierarchy:

  • § use of prices recorded in markets (even if not active) of identical (Recent Transactions) or similar instruments (Comparable Approach);
  • § measurement techniques based primarily on observable market inputs;
  • § measurement techniques based primarily on unobservable inputs corroborated by market data.

At 31 December 2020, the Company measured the fair value of derivative financial instruments using inputs that resulted in the financial instruments being categorized in Level 2 of the fair value hierarchy. No changes were reported during the period in the different levels of fair value.

With regard to the classes of financial instruments, at 31 December 2021 - as at 31 December 2020 - the derivatives indicated above represent the only category of financial instruments measured at fair value. Other financial assets and liabilities are measured using the amortized cost method.

Information on the fair value of derivative financial instruments

The following information is provided on the fair value of derivative financial instruments in place at 31 December 2022:

§ Interest Rate Swap - Contract hedging the risk of interest rate fluctuations - Notional value at 31 December 2022 € 6,277,859 - Fair value at 31 December 2022 € +347,549 (€ -203,442 at 31 December 2021);

In 2020, two loan agreements were also concluded for a total of € 5,000 thousand, underlying which there are embedded derivatives (floor at zero on Euribor rate), with a negative fair value of € 2 thousand at 31 December 2022 (a negative € 43 thousand at 31 December 2021).

Income statement

1. REVENUE FROM SALES AND SERVICES

Revenue from sales and services
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Revenue from sales 62,544 82.9 66,836 86.9 (4,292) (6.4)
Services 12,904 17.1 10,104 13.1 2,800 27.7
Total revenue from sales and services 75,448 100.0 76,940 100.0 (1,492) (1.9)

In order to provide adequate disclosure of the nature and characteristics of revenue, reference should be made to the comments appearing in the Directors' Report on Operations.

It should be noted that service revenue refers mainly to impregnation under contract work.

The breakdown of revenue by geographical area is as follows:

(Euro thousands) 31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Italy 39,831 52.8% 35,022 45.5% 4,809 13.7%
Europe 32,010 42.4% 37,219 48.4% (5,209) (14.0%)
Asia 845 1.1% 1,372 1.8% (527) (38.4%)
Middle East 732 1.0% 872 1.1% (140) (16.1%)
America 1,001 1.3% 976 1.3% 25 2.6%
Africa 1,029 1.4% 1,479 1.9% (450) (30.4%)
Total 75,448 100.0% 76,940 100.0% (1,492) (1.9%)

Revenue decreased slightly versus the prior year as a result of a stronger Italian market (€ +4,809 thousand), offset by a decrease in the Europe area (€ -5,209 thousand).

2. CHANGES IN SEMI-FINISHED AND FINISHED PRODUCTS

Changes in work in progress, semi-finished and finished products
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Changes in work in progress, semi-finished and
finished products
(136) (0.2) (487) (0.6) 351 (72.0)

The change in inventory came to a negative € 136 thousand at 31 December 2022 (versus a negative change of € 487 thousand at 31 December 2021), confirming the continued rationalization policy in terms of reduction and greater efficiency.

3. OTHER REVENUE AND INCOME

Other revenue and income
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Contingent assets 168 7.3 366 26.0 (198) (54.0)
Sale of raw materials and packaging 17 0.7 1 0.1 16 1,614.2
Exchange rate gains 12 0.5 1 0.1 11 1,098.2
Gains 18 0.8 284 20.2 (266) (93.6)
Insurance reimbursements 7 0.3 50 3.5 (43) (85.3)
Other revenue 2,087 90.4 707 50.2 1,380 195.2
Total other revenue and income 2,309 100.0 1,409 100.0 900 63.9

The change in "other revenue" is related mainly to the grant in favour of energy- and gas-intensive companies of € 1,184 thousand. The remainder is comprised mainly of cost chargebacks to customers.

4. RAW AND ANCILLARY MATERIALS AND CONSUMABLES

Raw and ancillary materials and consumables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Raw and ancillary materials and consumables 47,090 98.1 45,284 98.1 1,806 4.0
Packaging materials 904 1.9 865 1.9 39 4.5
Total raw materials 47,994 100.0 46,149 100.0 1,845 4.0

With regard to the increase in "Raw and ancillary materials and consumables" for € 1,845 thousand, reference should be made to the Directors' Report on Operations.

This item also includes changes in the provision for inventory obsolescence, as shown in the table below:

Provision for inventory obsolescence
(Euro thousands)
31 DECEMBER 2021 Allocations Utilization Release 31 DECEMBER
2022
Changes in provision for inventory obsolescence 317 198 (189) 0 326
Total provision for inventory obsolescence 317 198 (189) 0 326

5. OTHER OPERATING EXPENSE

Other operating expense
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
External processing 294 2.2 354 3.0 (60) (17.1)
Consultancy 1,729 13.1 1,483 12.8 246 16.6
Advertising and marketing 256 1.9 185 1.6 71 38.6
Bonuses and commissions 453 3.4 658 5.7 (205) (31.2)
Transport 1,169 8.9 1,357 11.7 (188) (13.8)
Utilities 5,229 39.7 2,772 23.8 2,457 88.6
Fees to Directors and Board of Statutory Auditors 640 4.9 685 5.9 (45) (6.6)
Insurance 445 3.4 427 3.7 18 4.2
Bank commissions 78 0.6 81 0.7 (3) (3.4)
Reimbursements to employees 0 0.0 0 0.0 0 0.0
Travel expense 79 0.6 45 0.4 34 75.9
Sundry industrial services 1,852 14.1 2,308 19.9 (456) (19.8)
Other services 513 3.9 540 4.6 (27) (5.1)
Rental expense 1 0.0 2 0.0 (1) (71.5)
Rentals and other 40 0.3 33 0.3 7 20.3
Tax and duties 208 1.6 157 1.4 51 32.6
Gifts 7 0.1 5 0.0 2 34.4
Contingent liabilities 125 1.0 527 4.5 (402) (76.2)
Exchange rate losses 0 0.0 1 0.0 (1) (50.7)
Capital losses 39 0.3 4 0.0 35 873.2
Other operating expense 0 0.0 2 0.0 (2) (99.2)
Total Other Operating Expense 13,157 100.0 11,626 100.0 1,530 13.2

The change in "Other operating expense" of € 1,534 thousand is due mainly to the following:

  • § Increase of € 2,457 thousand (+88.6%) for gas and energy (utilities) in line with market increases for 2022. These costs were partly offset by grants received (reclassified to Other revenue) and only partly transferred to end customers;
  • § Reduction in sundry industrial services (€ -456 thousand; -19.8%) including external maintenance.

6. PERSONNEL EXPENSE

Personnel expense
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Wages and salaries 8,122 72.3 8,583 72.4 (461) (5.4)
Social security charges 2,276 20.3 2,713 22.9 (437) (16.1)
Post-employment benefits 631 5.6 573 4.8 58 10.1
Other personnel expense 207 1.8 (22) (0.2) 229 (1,042.2)
Total personnel expense 11,236 100.0 11,847 100.0 (611) (5.2)

The marginal decrease in personnel expense, amounting to € -436 thousand, is attributable to the slight decrease in personnel in the second half of the year and partly restored, and to the resort to CIGO in the last quarter of 2022 to counter the decline in customer orders (12,454 hours of CIGO);

The change in other personnel expense is attributable mainly to the fact that at 31 December 2022, a one-time employee welfare provision totaling € 256 thousand was recognized to offset increases in energy bills.

The table below shows the changes in personnel in service between 2022 and 2021:

PERSONNEL IN SERVICE 31 DECEMBER 2022 31 DECEMBER 2021 Change
Executives 4 5
-1
Managers/White collars 60 64 -4
Blue collars 164 173 -9
Total 228 242 -14

7. AMORTIZATION AND DEPRECIATION

Amortization and depreciation
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Other intangible assets 284 8.2 266 7.9 18 6.9
Buildings 361 10.5 427 12.6 (66) (15.4)
Leasehold improvements 0 0.0 0 0.0 0 0.0
Plant and machinery 1,498 43.4 1,333 39.4 165 12.3
Equipment 995 28.8 1,088 32.2 (93) (8.5)
Other 311 9.0 270 8.0 41 15.2
Total amortization and depreciation 3,450 100.0 3,384 100.0 66 1.9

Amortization and depreciation at 31 December 2022 increased by € 66 thousand versus 2021, in line with the expenditure made in 2022.

8. ALLOCATIONS

Allocations
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Provision for supplementary agents' indemnity 73 57.1 36 44.4 37 0.0
Provision for doubtful accounts 55 42.9 45 55.6 10 22.6
Provisions for risks and charges - other 0 0.0 0 0.0 0 0.0
Provisions for tax risks and charges 0 0.0 0 0.0 0 0.0
Total Allocations 128 100.0 81 100.0 47 58.6

The item, amounting to € 128 thousand, includes € 73 thousand for the risk of uncollectable trade receivables under IFRS 9, and € 55 thousand for the provision for supplementary agents' indemnity. With regard to provisions for risks and charges, at 31 December 2022, there are no certain or probable risks of loss requiring any allocations.

9. FINANCIAL EXPENSE

Financial expense
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Interest payable on C/A 0 0.0 0 0.0 0 0.0
Interest M/L Term Loans 161 10.1 187 43.1 (26) (13.7)
Interest short-term loans 4 0.3 3 0.7 1 48.5
Interest from factoring 16 1.0 12 2.8 4 31.4
Interest from application of IAS/IFRS 81 5.1 118 27.2 (37) (31.5)
Interest MICA loan 0 0.0 113 26.0 (113) (100.0)
Other interest expense 0 0.0 1 0.2 (1) (98.6)
Total interest expense 263 16.4 434 100.0 (171) (39.5)
Lease interest 0 0.0 0 0.0 0 0.0
Currency losses 0 0.0 0 0.0 0 0.0
Other expense 1,336 83.6 0 0.0 1,336 0.0
Total financial expense 1,599 100.0 434 100.0 1,165 268.4

The overall increase of € 1,165 thousand is attributable to the non-recurring item arising from the write-off of the receivable from Andreotti Fotoincisioni S.p.A. amounting to € 1,312 thousand (including principal and accrued interest), time-barred as the MICA payable of € 5,082 thousand (including principal and accrued interest), which appears in the change in financial income as detailed in the Directors' Report on Operations.

10. FINANCIAL INCOME

(Euro thousands) Financial income
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Income (expense) from investments 3,524 39.5 2,643 85.2 881 33.3
Interest income
Other income
268
5,134
3.0
57.5
419
40
13.5
1.3
(151)
5,094
0.0
12,734.7
Total financial income 8,926 100.0 3,102 100.0 5,824 187.8

The change in income from investments is due primarily to the adjustment of the value of the investment in Cartiere di Guarcino S.p.A. to the equity method.

Interest income of € 268 thousand (€ 419 thousand at 31 December 2021) comprises mainly € 265 thousand (€ 384 thousand at 31 December 2021) of interest paid by subsidiaries to the Parent Company for loans it granted to them.

Other income amounting to € 5,133 thousand refers mainly to the write-off of the MICA payable of € 5,082 thousand, as mentioned above.

11. INCOME TAX

Income tax
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
%
Profit (loss) before tax 8,983 7,441
Net IRES taxable amount 3,554 3,543
Net IRAP taxable amount 1,498 6,277
IRES for the year 785 8.7% 850 11.4%
Income from tax consolidation (314) (3.5%) (383) (5.1%)
IRES net of income from tax consolidation 471 5.2% 467 6.3%
IRAP for the year 61 254
Deferred tax assets 26 42
Deferred tax (12) (13)
Income tax relating to prior years and benefits 0 3
Income tax 546 753

Income tax for the period under review is accounted for in accordance with current tax laws on the basis of the best estimate of the effective tax rate expected for the entire year.

Income from tax consolidation - as well as the resulting receivables and payables - refer to the National and World Tax Consolidation agreement concluded by the group companies with the parent company Finanziaria Valentini S.p.A..

With regard to the impact of direct tax on profit for the year, the tax rate stood at approximately 6%, a minor reduction versus the prior year (8%) and linked mainly to lower IRAP for the year as a result of the drop in EBIT and income from the tax consolidation with the Valentini Group.

Assets

12. INTANGIBLE ASSETS

Intangible fixed assets
(Euro thousands)
Balance at
31.12.2021
Acquisitions Sales Amortization Write
back/Write
-downs
Other
changes
Balance at
31.12.2022
Other intangible fixed assets 651 136 -1 (284) 0 3 505
Fixed assets under construction and
advances
0 87 0 0 0 (3) 84
Total intangible fixed assets 651 223 -1 (284) 0 0 589

Acquisitions during the year regard mainly upgrades to existing IT/management systems and implementation of new ones, such as the approval workflow management.

13. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at 31 December 2022 amounted to € 31,579 thousand versus € 30,878 thousand at 31 December 2021. The breakdown and changes versus the prior year are shown below.

Mention should be made that the table also shows the rights of use arising from existing lease contracts under IFRS 16.

Property, plant and
equipment
(Euro thousands)
Historical
cost
31.12.2021*
Depreciation
provision
31.12.2021
NBV at
31.12.2021
Historical
cost
31.12.2022
Depreciation
provision
31.12.2022
NBV at
31.12.2022
Land 4,080 0 4,080 4,080 0 4,080
Buildings 16,414 (4,125) 12,290 16,716 (4,433) 12,283
Leasehold improvements 86 (86) 0 86 (86) 0
Plant and machinery 50,938 (39,430) 11,508 53,294 (40,900) 12,394
Equipment 20,156 (18,062) 2,093 14,526 (12,851) 1,675
Other 4,402 (3,493) 908 4,770 (3,624) 1,146
Total property, plant and equipment 96,076 (65,196) 30,879 93,472 (61,894) 31,579

(*) amount including write-back of € 9,980 thousand

Below is a breakdown of assets under construction by category.

PPE under construction and advances
(Euro thousands) Amount at
31.12.2022
Amount at
31.12.2021
Chg. % chg.
Buildings 4 0.0
Plant and machinery 1,727 1,285 291.0
Equipment 0 26 (26) (100.0)
Other 0 30 (30) (100.0)
Total PPE under construction and advances 1,730 497 1,234 248.3
PPE under construction and advances
(Euro thousands) Amount at
31.12.2022
Amount at
31.12.2021
Chg. % chg.
Other intangible assets 84 0 84 0.0
Total PPE under construction and advances 84 0 84 0.0

Assets under construction at 31 December 2022 include advances for new assets in the process of acquisition, the purchase or installation of which will be completed during 2023 (specifically, the plants include the purchase and installation of a new impregnation plant at the Filago (BG) site and the photovoltaic plant at the production site in Casoli d'Atri (TE).

Changes in assets and the related provision are shown below, including both assets under construction allocated to the pertaining categories and rights of use.

Property, plant and
equipment
(Euro thousands)
Historical
cost
31.12.2021
Write
back/Write
-down
(prior
years)
Acquisitions Sales Disposals Other Historical
cost
31.12.2022
Land 400 3,680 0 0 0 0 4,080
Buildings 10,146 6,268 347 (53) 0 8 16,716
Leasehold improvements 86 0 0 0 0 0 86
Plant and machinery 50,908 31 2,399 (21) (8) (14) 53,294
Equipment 20,155 0 615 (1) (6,243) 0 14,526
Other 4,400 1 544 (181) 0 5 4,770
Total Historical Cost 86,095 9,980 3,905 (256) (6,251) 0 93,473
(Euro thousands) Depreciatio
n provision
31.12.2021
Write
back/Write
-down
(prior
years)
Depreciation Sales Disposals Other
changes
Depreciatio
n provision
31.12.2022
Land 0 0 0 0 0 0 0
Buildings (4,125) 0 (361) 53 0 0 (4,433)
Leasehold improvements (86) 0 0 0 0 0 (86)
Plant and machinery (39,430) 0 (1,498) 20 8 0 (40,900)
Equipment (18,062) 0 (995) 1 6,205 0 (12,851)
Other (3,493) 0 (311) 181 0 0 (3,624)
Total accumulated depreciation (65,196) 0 (3,166) 255 6,213 0 (61,894)

Acquisitions, amounting to € 3,905 thousand, bear witness to the constant process of organic growth made by new plants and improvement and efficiency of the existing ones; all plants are continuing their 4.0 process management actions to further strengthen the production process, with active control of critical variables and plant upgrading.

Purchases of plant and equipment include mainly advances for expenditure in the new impregnation plant at the Filago (BG) site for approximately € 1,000 thousand, reflecting the continued innovation and growth of production, as well as advances for expenditure in the new photovoltaic plant at Casoli d'Atri (TE) for approximately € 250 thousand and other minor expenditure.

Disposals amounting to € 6,251 thousand, almost exclusively related to fully depreciated equipment, are related mainly to the disposal of "no longer in use" engravings of cylinders (subsequently re-engraved) and replaced pressors.

Below are details of the allocation of the rights of use within the classes of tangible fixed assets recorded on the basis of IFRS 16.

Rights of Use
(Euro thousands)
Historical
Depreciation
cost
provision
31.12.2022
31.12.2022
NBV at
31.12.2022
Buildings 101 (11) 90
Other 274 (13) 261
Total Rights of Use 374 (24) 350

The changes are shown below.

Rights of Use
(Euro thousands)
Historical
cost
31.12.2021
Write
back/Write
down (prior
years)
Acquisitions Sales Other
changes
Historical
cost
31.12.2022
Buildings 87 0 67 (53) 0 101
Other 0 0 274 0 0 274
Total Rights of Use 87 0 341 (53) 0 374
(Euro thousands) Depreciation
provision
31.12.2021
Write
back/Write
down (prior
years)
Depreciation Sales Other
changes
Depreciation
provision
31.12.2022
Buildings (42) 0 (22) 53 0 (11)
Other 0 0 (13) 0 0 (13)
Total provision for depreciation of rights of use (42) 0 (35) 53 0 (24)

The residual rights of use at 31 December 2022 refer to two buildings used by employees.

Below are details of the properties and tangible assets on which mortgages are held:

§ in favour of Banco BPM S.p.A., a mortgage of € 24,000 thousand on the loan taken out on 26 May 2017; a mortgage encumbering on the industrial property complex owned by the Issuer located in Filago (BG), Via Provinciale 2.

14. INVESTMENTS

At 31 December 2022, the investment in the subsidiary Cartiere di Guarcino S.p.A. amounted to € 37,029 thousand, increasing by € 3,684 thousand, attributable to the revaluation linked to the result for the year, while the investment in NDT energy S.r.l. was equal to € 100 thousand, corresponding to the share of fully subscribed and paid-up share capital.

NDT Investments Amount at
01.01.2022
Acquisitions
2022
Write-back
2022
Amount at
31/12/22
Cartiere di Guarcino S.p.A. 33,344 0 3,684 37,029
Ndt Energy S.r.l. 0 100 0 100
Conai 0 0 0 0
Total 33,345 100 3,684 37,129

15. OTHER CURRENT AND NON-CURRENT ASSETS

At 31 December 2022, other non-current assets amounted to € 161 thousand (€ 8 thousand at 31 December 2021), consisting of security deposits, and € 148 thousand related to OES offsettable 4.0 tax receivables beyond 12 months.

16. CURRENT AND NON-CURRENT FINANCIAL RECEIVABLES

CURRENT AND NON-CURRENT FINANCIAL RECEIVABLES
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
From the subsidiary Cartiere di Guarcino S.p.A. 7,467 16.6 9,027 20.3 (1,560) (17)
From Andreotti S.r.l. 0 0.0 1,312 2.9 (1,312) (100)
From the related party Valinvest S.r.l. 0 0.0 0 0.0 0 0
Derivative instruments 347 0.8 0 0.0 347 0
Tax receivables 0 0.0 24 0.1 (24) (100)
Total non-current financial receivables 7,814 16.6 10,363 23.3 (2,549) (24.6)
From the subsidiary Cartiere di Guarcino S.p.A. 1,560 3.5 1,560 3.5 0 0
From the subsidiary Bio Energia di Guarcino S.r.l. 2,000 4.5 0 0.0 2,000 0
From the related party Valinvest S.r.l. 0 0.0 0 0.0 0 0
From others 0 0.0 0 0.0 0 0
Total current financial receivables 3,560 7.9 1,560 3.5 2,000 128.2
Total current and non-current financial receivables 11,374 24.5 11,923 26.8 (549) (4.6)

"Non-current financial receivables" at 31 December 2022 decreased by € 2,548 thousand, in particular the decrease of € 1,312 thousand refers to the write-off of the receivable from Andreotti Fotoincisioni S.p.A. that has been timebarred as explained in the Directors' Report on Operations.

The increase of € 348 thousand refers to the recognition of the positive fair value of the IRS derivative (negative € 203 thousand at 31 December 2021).

Additionally, financial receivables include the financial receivables claimed by the Parent Company from its subsidiaries; specifically, a loan of € 9,027 thousand at 31 December 2022 granted to the subsidiary Cartiere di Guarcino S.p.A. and divided into current and non-current portions, which was reduced due partly to repayment of installments, and a loan to the indirect subsidiary Bio Energia di Guarcino S.r.l for € 2,000 thousand.

Deferred tax assets and liabilities
(Euro thousands)
31
DECEMBER
2022
Change
recognize
d in
Income
Statement
Change
recognized in
Statement of
Comprehensiv
e Income
31
DECEMBER
2021
Chg. % chg.
Directors' fees approved and not paid 41 (12) 0 53 (12) 0.0%
Allocations to provisions for write-downs and risks 50 7 0 43 7 16.3%
Allocation to the provision for inventory obsolescence 78 2 0 76 2 16.3%
Tax recovery on adjustment of start-up and expansion
costs
0 0 0 0 0 16.3%
Tax recovery on adjustment of plant and machinery
depreciation
210 (10) 0 220 (10) 16.3%
Deferred tax on derivative contracts 0 0 (49) 49 (49) 16.3%
Deferred tax on employee benefits 0 (13) (16) 29 (29) 16.3%
Other 37 0 0 37 0 16.3%
Deferred tax assets 416 (26) (65) 507 (91) -17.9%
Deferred tax on statutory revaluations 2,348 (12) 0 2,361 (13) -0.6%
Deferred tax on employee benefits 15 0 15 0 15 0.0%
Deferred tax on derivatives 83 0 83 0 83 0.0%
Other 0 0 0 0 0 0.0%
Deferred tax liabilities 2,446 (12) 98 2,361 86 3.6%

17. DEFERRED TAX ASSETS AND LIABILITIES

Management has recognized deferred tax assets up to the value which it considers their recovery likely for. In determining the items, budget results and forecasts for subsequent years were taken into account. Deferred tax assets of € 416 thousand are attributable mainly to temporary differences between the amounts assigned for financial statement and tax purposes. At 31 December 2022, deferred tax of € 2,446 thousand was recorded for temporary differences between the statutory value and the fiscal value emerging from the statutory revaluations made at the time on the properties owned.

18. INVENTORY FOR RAW MATERIALS AND FINISHED PRODUCTS

Inventory
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Raw and ancillary materials and consumables 5,337 64.8 5,126 62.3 211 4.1
Work in progress 468 5.7 313 3.8 155 49.7
Finished products 2,758 33.5 3,110 37.8 (352) (11.3)
Advances 0 0.0 0 0.0 - -
Provision for inventory obsolescence (326) (4.0) (317) (3.9) (9) 2.9
Total inventory 8,238 100.0 8,232 100.0 6 0.1

Inventory for raw materials refers mainly to resins, inks, paper and impregnation material, and was basically steady versus the prior year.

Changes in the provision for inventory obsolescence for 2022, which was set aside to alleviate the risk associated with the slow turnover of certain specific products, are shown below.

Provision for inventory obsolescence
(Euro thousands)
31 DECEMBER 2021 Allocations Utilization Release 31 DECEMBER
2022
Changes in provision for inventory obsolescence 317 198 (189) 0 326
Total provision for inventory obsolescence 317 198 (189) 0 326

19. TRADE RECEIVABLES

Trade receivables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Trade receivables 9,196 103.6 10,512 102.6 (1,316) (12.5)
Provision for doubtful accounts (318) (3.6) (263) (2.6) (55) 20.9
Total trade receivables 8,878 100.0 10,249 100.0 (1,371) (13.4)

As far as trade receivables are concerned, mention should be made that in 2022, the company made occasional resort to the assignment without recourse to a factoring company.

Changes in the provision for doubtful accounts are shown below:

Provision for doubtful accounts
(Euro thousands)
31 DECEMBER 2021 Allocations Utilization Release 31 DECEMBER
2022
Changes in Provision for Doubtful Accounts 263 55 0 0 318
Total provision for doubtful accounts 263 55 0 0 318

The provision for doubtful accounts was determined in accordance with IFRS 9 and recorded an allocation of € 55 thousand.

20. TAX RECEIVABLES

Tax receivables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
VAT 222 16.9 245 95.3 (23) (9.3)
IRES 0 0 0 0 0 0
IRAP 194 14.8 0 0 194 0
Withholdings a/c 0 0 0 0 0 0
Other tax receivables 898 68.3 12 4.7 886 7,379.5
Total tax receivables 1,314 100.0 257 100.0 1,057 411.1

Other tax receivables refer to accrued tax receivables for energy- and gas-intensive companies and for the purchase of simple new assets and industry 4.0, which will be used to offset against tax liabilities in the coming months.

21. OTHER CURRENT RECEIVABLES

Other current receivables
(Euro thousands)
31 DECEMBER 2022 % 31 DECEMBER
2021
% Chg. % chg.
Receivables for advance costs 6 2.7 0 0 6 0
Advances to suppliers 29 13.8 23 19.2 6 26.6
Accrued income and prepaid expense 77 36.3 42 35.0 35 82.8
Other 100 47.3 55 45.8 45 82.0
Total current receivables 212 100.0 120 100.0 92 76.3

Other receivables include advances to employees, receivables from INAIL and from Fondimpresa, as well as receivables from INPS pending reimbursement.

22. CASH FUNDS

Cash funds
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Bank and post office deposits 3,045 99.8 9,147 99.9 (6,102) (66.7)
Cash and valuables on hand 7 0.2 5 0.1 2 30.1
Total cash funds 3,051 100.0 9,152 100.0 (6,101) (66.7)

This item consists of cash and bank current account deposits. There are no restraints or restrictions on cash and cash equivalents. Current accounts and postal deposits are classified as current assets, highly liquid and convertible into cash, foreign currency cash has an exchange rate risk that is considered not material.

Dividends of € 1,978 thousand were paid on 18 May 2022.

Reference should be made to the Statement of Cash Flows for an analysis of changes in cash funds.

Liabilities

23. PROVISIONS FOR RISKS AND CHARGES

Provision for risks and charges
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Provision for supplementary agents' indemnity 209 99.2 136 35.6 73 53.8
IRS derivative on loan 0 0.0 203 53.1 (203) (100.0)
Embedded derivatives 2 0.8 43 11.3 (41) (96.2)
ISFRE 0 0.0 0 0.0 0 0
Currency derivative 0 0.0 0 0.0 0 0
Provision for tax risks 0 0.0 0 0.0 0 0
Total provisions for risks and charges 211 100.0 382 100.0 (171) (44.8)

The reduction in the provision for risks and charges is attributable to an increase of € 73 thousand in the provision for the supplementary agents' indemnity for Italy and EU agents, a reduction of € 203 thousand from the recognition of the fair value of the IRS derivative, which ended with a positive figure at 31 December 2022, and € 41 thousand from the recognition of the fair value of the derivatives embedded in the new loans (€ 43 thousand at 31 December 2021).

Changes in the supplementary agents' indemnity are shown below:

Provision for risks and charges
(Euro thousands)
31 DECEMBER 2021 Allocations Utilization Release 31 DECEMBER
2022
Movement of provision for supplementary agents'
indemnity
136 73 0 0 209
Total provision for risks and charges 136 0 0 209

The provision for supplementary agents' indemnity was set aside to cover specific risks from potential interruptions to agency contracts.

24. POST-EMPLOYMENT BENEFITS

Post-employment benefits
(Euro thousands)
31
DECEMBER
2021
Allocations Utilization Discounting 31
DECEMBER
2022
Provision for post-employment benefits 884 67 (143) 0 809
Actuarial valuation of post-employment benefits (IAS 19) 119 0 0 (182) (63)
Total post-employment benefits 1,003 67 (143) (182) 746

The balance refers to the employee severance indemnity of Neodecortech S.p.A.. This liability qualifies as a defined benefit plan in accordance with IAS 19 and was therefore subject to actuarial calculation by an independent expert.

The defined benefit plan was updated to reflect its market value at 31 December 2022.

With regard to the discounting back of the Employee Severance Indemnity, the relevant actuarial model is based on various demographic and economic assumptions. For some of the assumptions used, where possible, explicit reference was made to the direct experience of the Company, for others best practice was taken into account. The technical and economic bases used are shown below.

Below are the technical economic bases.

31 DECEMBER
2022
Annual discount rate 3.63%
Annual inflation rate 2.30%
Annual rate of increase in severance termination 3.23%
Annual rate of salary increase 1.00%

The table below shows the technical demographic basis.

Death RG48 mortality tables published by the State General Accounting Office
Disability INPS tables by age and gender
Retirement 100% upon meeting AGO requirements

Lastly, the annual turnover frequencies and severance indemnity advances.

31 DECEMBER 2022
Advances Frequency 3.00%
Turnover Frequency 1.00%

25. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Current and non-current financial liabilities
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Unsecured loans 2,299 22.3 3,094 18.6 (795) (26)
Mortgage loans 4,922 47.7 6,260 37.7 (1,338) (21)
Non-current lease payables 0 0.0 32 0.2 (32) (100)
Payables to other lenders (MICA) 0 0.0 5,082 30.6 (5,082) (100)
Other financial payables over 281 2.7 0 0.0 281 0
Currency derivatives 0 0.0 0 0.0 0 0
Total non-current financial liabilities 7,501 72.8 14,468 87.1 (6,967) (48.2)
Payables to banks C/A 0 0.0 0 0.0 0 0
Current portion of unsecured loans 1,382 13.4 811 4.9 571 70
Current portion of mortgage loans 1,339 13.0 1,310 7.9 29 2
Accrued interest expense 15 0.1 7 0.0 8 110
Current lease payables 75 0.7 14 0.1 61 433
Payables to other lenders 75 0.7 0 0.0 75 0
Total current financial liabilities 2,810 27.2 2,142 12.9 668 31.2
Total financial liabilities 10,311 100.0 16,610 100.0 (6,299) (37.9)

"Lease payables" includes the financial liabilities from the rights of use shown in the table below.

(Euro thousands) Balance at
01.01.2022
Payments Other
changes
Balance at
31.12.2022
Buildings 45 (6) 51 90
Other 0 (8) 268 260
TOTAL 45 (14) 319 350

With regard to unsecured and mortgage loans, the change is directly attributable to the repayment of instalments. Below are the details of Neodecortech S.p.A.'s loans:

§ Original BPM mortgage loan of € 12,000 thousand, with a residual balance of € 6,261 thousand at 31 December 2022 divided into current and non-current portions;

Unsecured loans:

  • § BPM S.p.A. € 2,500 thousand, for 72 months (quarterly instalments) and a residual balance at 31 December 2022 of € 1,546 thousand divided into current and non-current portions - loan granted against closure of the short-term BPM loan of € 2,000 thousand granted in April 2020 - 80% FGPMI guarantee;
  • § BPM S.p.A. € 2,500 thousand, for 72 months (quarterly instalments) and a residual balance at 31 December 2022 of € 1,550 thousand divided into current and non-current portions - 90% FGPMI guarantee;
  • § BPER S.p.A. € 1,000 thousand, for 12 months (monthly instalments) and a residual balance at 31 December 2022 of € 585 thousand current portion;

The nominal value of unsecured and mortgage loans amounted to € 10,014 thousand, with an adjustment from the measurement at amortized cost equal to € -51 thousand..

With regard to unsecured and mortgage loans, the table below shows the maturity bands:

31 DECEMBER
%
2022
31 DECEMBER
2021
%
(Euro thousands)
Due within 1 year 2,720 27.4 2,121 18.5
Due within 5 years 7,220 72.6 8,666 75.5
Due beyond 5 years 0.0 688 6.0
Total 9,941 100.0 11,475 100.0

The loans taken out by Neodecortech S.p.A. do not require compliance with specific financial parameters (covenants).

The Company hedged the interest rate risk on the BPM loan by subscribing an interest rate swap (IRS). The fair value of this instrument, reclassified under "Non-current financial receivables" at 31 December 2022 came to a positive € 348 thousand (a negative € 203 thousand at 31 December 2021 classified under "Provisions for Risks and Charges").

From 1 January 2022 to 31 December 2022, interest rate movements were marginal and had no material impact on the fair value of the Company's loans.

MICA Loan

On 20 February 1997, Confalonieri Fratelli di Mario S.p.A. ("Confalonieri") entered into an agreement with the Ministry for Industry, Trade and Crafts (the "MICA") on the granting of a loan from the special revolving fund for technological innovation pursuant to Article 16, paragraph 3, of the Law dated 17 February 1982, amounting to approximately Lire 5.7 billion (€ 2,943 thousand) in principal (the "MICA Loan"). The MICA Loan was intended to partly cover the costs of a programme designed to introduce technological breakthroughs. The cost estimate for the technological innovation programme amounted to Lire 16,284,271 thousand (€ 8,410 thousand). The last repayment instalment of the MICA Loan was due on 20 February 2012. The MICA Loan was granted to Confalonieri in its own name and by the mandate of Andreotti Fotoincisioni S.p.A. (for 28% of the amount granted), which at the time was a Confalonieri Group company and to which Confalonieri subsequently transferred its share of the MICA Loan.

On 31 January 2001, Confalonieri was declared insolvent by the Court of Bergamo pursuant to Legislative Decree 270/1999 ("Prodi Bis"), and admitted on 6 April 2001 to the Extraordinary Administration procedure under the Prodi Bis Law. On 15 November 2001, Confalonieri's statement of liabilities was declared enforceable, in the absence of timely or late filings by the MICA.

On 18 September 2002, Arbea S.p.A. (a special-purpose entity) purchased the shares of Confalonieri as part of the composition proceedings it had opened. On 31 January 2003, the Court of Bergamo upheld the composition pursuant to Articles 17 and 214 of the Bankruptcy Law and to Article 78 of the Prodi Bis. On 15 February 2003, the decision became final in the absence of objections and, on 27 February 2003, the Court of Bergamo issued a decree closing the Extraordinary Administration procedure.

In 2003, following the merger by incorporation of Arbea S.p.A. into Finanziaria Valentini, the latter became the sole shareholder of Confalonieri. Subsequently, Confalonieri changed its name to "Confalonieri S.p.A." and later to "Neodecortech S.p.A.".

It should be noted that the directors of the Company, based also on legal advice specifically obtained in support of the case, deem the provisions of Article 55, paragraph two, of the Bankruptcy Law, under which monetary debts of the bankrupt entity are considered expired on the date of the declaration of bankruptcy (in the case at hand, concurrent to the provision for admission to the Extraordinary Administration procedure, as referred to in the Prodi Bis), to be reasonably applicable to the above case. Based on such an interpretation of the law, the limitation period for the amounts due under the MICA Loan took effect on 6 April 2001. As of 7 April 2011, therefore, the repayment obligations of the MICA Loan are to be considered reasonably time-barred.

The directors deem however that, should such an interpretation not be upheld by case law in a possible litigation, the ordinary civil law rules would apply, under which in loan agreements, the limitation of the right to repayment starts from the maturity date of the last instalment, since payment of the accruals is deemed a single obligation and the related debt cannot be considered due before the maturity date of the last instalment. Under such a different interpretation, therefore, the debt relating to the amounts of the MICA Loan would be time-barred from 20 February 2022.

In the absence of relevant case law on the matter, however, the directors of the Company have prudently considered in the Consolidated Financial Statements both the payable to MICA (now MISE) and the receivable from Andreotti Fotoincisioni S.p.A., since the latter's collectability depends on the initial mandate agreement.

Therefore, on 20 February 2022, the payable was written off from the Financial Statements for a total of € 5,082 thousand (including principal and accrued interest).

26. TRADE PAYABLES

Trade payables at 31 December 2022 amounted to € 8,008 thousand (€ 10,455 thousand at 31 December 2021). The decrease of € 2,447 thousand refers to the volume of business in the last quarter of 2022; for details on the business performance, reference is made to the Directors' Report on Operations. Additionally, the Company did not request or obtain any extension or deferment of payments with its suppliers. Additionally, at 31 December 2021, the item included a payable to the affiliate Valinvest S.r.l. for the remaining installments related to payment of the purchase of the production plant at Casoli d'Atri (TE), amounting to € 1,032 thousand and settled in 2022.

There are no trade payables due beyond 12 months.

The Directors believe that the book value of trade payables approximates their fair value.

27. PAYABLE FROM TAX CONSOLIDATION

The payable recorded at 31 December 2022, amounting to € 469 thousand (€ 466 thousand at 31 December 2021), refers to the IRES payable due by Neodecortech S.p.A. to Finanziaria Valentini S.p.A.. For further details, reference should be made to the section "Income tax" of the Notes to the financial statements.

28. TAX PAYABLES

Tax payables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Withholdings a/c 379 100.0 234 67.4 145 61.9
Other tax payables 0 0.0 113 32.6 (113) (100.0)
Total tax payables 379 100.0 347 100.0 32 9.1

29. OTHER CURRENT PAYABLES

Other current payables
(Euro thousands)
31 DECEMBER
2022
% 31 DECEMBER
2021
% Chg. % chg.
Payables to social security institutions 862 27.8 1,037 32.1 (175) (16.8)
Payables to employees 898 29.0 1,144 35.4 (246) (21.5)
Advances received from customers 618 19.9 770 23.8 (152) (19.8)
Accrued expense and deferred income 538 17.4 0 0.0 538 0
Other 181 5.8 280 8.7 (99) (35.5)
Total other current payables 3,097 100.0 3,231 100.0 (134) (4.1)

The change in accruals of € 538 thousand refers to the deferral of extraordinary income from the tax receivable for expenditure in simple new assets and industry 4.0 to relate it to the useful life of the subsidized asset.

"Other" is due mainly to the fees to directors.

30. EQUITY

Capital increases

There were no share capital increases in 2022.

Share Capital

At 31 December 2022, the share capital of Neodecortech S.p.A. amounted to € 18,804,209.37 and is divided into no. 14,218,021 ordinary shares with no par value.

Dividend payout

The Shareholders' Meeting of the Parent Company Neodecortech S.p.A., held on 27 April 2022, approved the Financial Statements at 31 December 2021 and allocated a total of € 2,000,000 as a dividend for the no. 14,218,021 ordinary shares in circulation and, therefore, the distribution of a unit dividend, also in consideration of the distribution of the dividend attributable to treasury shares, of € 14 cents for each entitled ordinary share, without prejudice to the fact that any change in the number of treasury shares in the Company's portfolio at the time of distribution had not affected the distribution of the unit dividend as established above, but increased or decreased the amount allocated to the extraordinary reserve.

On 18 May 2022, Neodecortech S.p.A. paid out dividends of € 1,978,384.94 (net of the portion related to treasury shares held at the time of distribution).

Allocation of profit (loss) Other changes Profit (loss)
(Euro thousands) 31/12/2021 Dividend
distribution
Other
allocations
Increase Decreases Reclassificatio
n
for the year 31/12/2022
Share Capital 18,804 18,804
Legal reserve 1,886 335 2,221
Share premium reserve 18,864 - 18,864
Extraordinary reserve 1,633 1,732 3,365
Equity revaluation reserve 9,379 2,643 160 12,182
Revaluation reserves 6,152 6,152
Hedging reserve (155) 419 264
Retained earnings/(losses
carried forward)
8,761 8,761
OCI reserve (105) 99 (6)
FTA reserve (1,303) (1,303)
Treasury shares reserve (140) (329) (469)
Profit/(loss) for the year 6,688 (1,978) (4,710) 8,437 8,437
rounding 2
Equity at 31/12/2022 70,465 (1,978) - 518 (169) - 8,437 77,274

Details and changes in equity reserves

Distributability of equity reserves

DESCRIPTION AMOUNT 31
DECEMBER 2022
ORIGIN/NATURE ELIGIBILITY FOR
USE
AVAILABLE
PORTION
SH. CAP. IN SHARES 18,804 Share capital 0
PROV. SH. PREM. RESERVE 18,864 Share capital A;B;C 17,323
TREASURY SHARES RESERVE (468) Share capital 0
LEGAL RESERVE 2,221 Profit B 2,221
EXTRAORDINARY RESERVE 3,365 Profit A;B;C 3,365
REVALUATION RESERVES 18,335 Profit A;B 6,152
OCI RESERVE (6) Profit B 0
RESERVE HEDG. ESTIM. CASH FLOWS 264 Profit B 0
IAS RESERVES (1,303) Profit B 0
RETAINED EARNINGS 8,761 Profit A;B;C 8,761
Total 68,837 37,822
Distributable portion 27,937

Treasury shares

At 31 December 2022, the Company holds no. 123,000 treasury shares for a value of € 468,214.

A total of no. 90,646 shares were purchased in 2022.

The Shareholders' Meeting held on 13 April 2021 approved the purchase of ordinary shares of the Company, up to a maximum of 10% of the Company's share capital, equal to a maximum of no. 1,351,526 ordinary shares. The purchase of treasury shares could be carried out, in one or more tranches, within eighteen months, in order to: (i) use them as an investment for an efficient use of the liquidity generated by the Company's core business; (ii) purchase treasury shares from the beneficiaries of any stock option or stock grant plans approved by the competent corporate bodies; and (iii) allow the use of treasury shares in the context of transactions connected with the core business or with plans consistent with the strategic guidelines that the Company intends to pursue, with a view to the opportunity of exchanging shares.

Earnings (losses) per share

Basic earnings per share are calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares outstanding during the year. Therefore, treasury shares held by the Company are excluded from the denominator.

Earnings (losses) per share 31/12/2022 31/12/2021
Net profit attributable to the shareholders (Euro thousands) 8,437 6,688
Weighted average number of shares outstanding (n./000) 14,130 13,439
Basic earnings per share 0.60 0.50
Diluted earnings per share 31/12/2022 31/12/2021
Net profit attributable to the shareholders (Euro thousands) 8,437 6,688
Weighted average number of shares outstanding (n./000) 14,130 13,439
Weighted average number of shares outstanding adjusted for dilution effect (n./000) 14,130 13,439
Diluted earnings per share (*) 0.60 0.50

* The Company has no potentially dilutive financial instruments and therefore the two indicators match.

31. COMMENTS ON THE MAIN ITEMS OF THE STATEMENT OF CASH FLOWS

The reduction in cash generated during the year amounted to € 6,101 thousand (versus cash generation of € 3,985 thousand in the prior year), resulting in cash funds of € 3,051 thousand.

Starting from a profit before tax, interest, dividends, amortization and depreciation, provisions, gains/losses on disposals and other non-cash changes of € 5,055 thousand, the change in cash flow is related mainly to the events below.

The situation associated with the trend in sales and business highlighted in the Directors' Report on Operations, the impacts from the increases in raw material prices, only partly transferred to customers, in addition to the need to procure strategic raw materials in advance, resulted in a decrease in receivables from customers, offset by an increase in other receivables, an overall reduction in payables to suppliers and steady inventory, generating a negative cash flow of € 2,068 thousand in the NWC.

Capital expenditure, net of disposals, made during the year generated cash flow from investing activities of € 4,249 thousand.

The repayment of loans amounted to € 2,560 thousand, against the a new loan taken out for € 1,000 thousand, while the net change between loan originations and intercompany repayments to subsidiaries was € -440 thousand.

Monetary changes in equity include the purchase transactions on treasury shares and payment of dividends, which generated a net negative cash flow of € 2,307 thousand.

32. CONTINGENT LIABILITIES

In compliance with the provisions of IAS 34:15B, no further contingent liabilities were reported, except for those that generated allocations to "provisions for risks", described above.

33. RELATED PARTY TRANSACTIONS

Transactions carried out by Neodecortech S.p.A. with related parties, as identified by IAS 24, including transactions with subsidiaries and associates, are neither atypical nor unusual and fall within the ordinary course of business of the Company. These transactions were carried out on market terms. It should be noted that transactions with subsidiaries are not shown as they are derecognized at the consolidation level, while transactions with related parties at 31 December 2021 are shown. Additionally, mention should be made that the Parent Company Neodecortech S.p.A. is in turn controlled by Finanziaria Valentini S.p.A..

In accordance with the provisions of IAS 24, the following entities are considered Related Parties: (a) companies that directly or indirectly through one or more intermediate companies, control, or are controlled by, or are under common control with, the reporting entity; (b) associates; (c) natural persons who directly or indirectly have voting power in the reporting entity that gives them a dominant influence over the company and their immediate family members; (d) Key management personnel, i.e. those who have the power and responsibility for planning, directing and controlling the activities of the reporting entity, including directors and officers of the company and the immediate family members of such persons; (e) companies in which significant voting power is held, directly or indirectly, by any natural person described under c) or d) or over which such natural person can exercise significant influence. Case e) includes undertakings owned by the directors or major shareholders of the reporting entity and undertakings which have a key management personnel in common with the reporting entity.

With regard to the provisions of point 2) of the third paragraph of Article 2428 of the Italian Civil Code, it should be noted that the Company is controlled, through a 58.60% stake, by Finanziaria Valentini S.p.A.. Accordingly, the Company is part of a group of entities whose parent is "Finanziaria Valentini S.p.A." and whose sister company is

"Valinvest S.r.l.". Related parties also include "Valfina S.r.l." as it is directly or indirectly controlled by the Valentini Family.

Specifically, it should be noted that at 31 December 2022, the outstanding transactions with these companies can be summarized in the tables below:

(Euro thousands)
Trade receivables
31 DECEMBER
2022
Financial receivables
31 DECEMBER 2022
Trade payables
31 DECEMBER 2022
Financial payables
31 DECEMBER 2022
Finanziaria Valentini S.p.A. 0 0 0 469
Valinvest S.r.l. 0 0 0 0
Loma S.r.l. 610 0 103 0
Cartiere di Guarcino S.p.A. 2 9,027
Bio Energia Guarcino S.r.l. 2,000
Total 612 11,027 103 469
(Euro thousands)
Revenue and
income
31 DECEMBER
2022
Costs and expense
31 DECEMBER 2022
Finanziaria Valentini S.p.A. 314
Loma S.r.l. 2,466 161
Cartiere di Guarcino S.p.A. 460 16,459
Bio Energia Guarcino S.r.l. 79 0
Total 3,319 16,620

At 31 December 2022, the following remain outstanding with related parties:

  • § the tax consolidation agreement with Finanziaria Valentini: financial payables, amounting to € 470 thousand, represent the amount due from tax consolidation, while income from tax consolidation amounted to € 315 thousand;
  • § the loan agreements between the Company and its subsidiary, Cartiere di Guarcino S.p.A.;
  • § the loan agreements between the Company and its indirect subsidiary Bio Energia Guarcino S.r.l.;
  • § the agreement on the supply of raw materials from the subsidiary Cartiere di Guarcino S.p.A. to the Parent Company;
  • § agreements for central administrative services and payment of directors' fees by the Parent Company to the subsidiaries, Cartiere di Guarcino S.p.A. and Bio Energia Guarcino S.r.l..
  • § the business agreement with Loma S.r.l. for the distribution of Neodecortech S.p.A. products, as well as an agreement with Loma S.r.l. for the supply of business consulting services; this Company became a

related party following appointment of one of the Parent Company's executives as "key management personnel".

The following table shows the fees and payables to the Company's directors, statutory auditors and key management personnel for 2022:

(Euro thousands)
Subjects Fees 31 December 2022
Luigi Cologni 417
Massimo Giorgilli 146
Riccardo Bruno 32
Paola Carrara 10
Paolo Pietrogrande 10
Laura Calini 9
Luca Peli 66
Adriano Bianchi 24
Sara Bertolini 18
Ida Altimare 19
Cinzia Morelli 19
Vittoria Giustiniani 18
Gianluca Valentini 17
Stefano Santucci 25
Stefano Zonca 20
Federica Menichetti 20
Key management personnel 468
Total 1,338
(Euro thousands)
Subjects Fees payable 31
DECEMBER 2022
Luigi Cologni 100
Massimo Giorgilli 70
Riccardo Bruno 0
Paola Carrara 0
Paolo Pietrogrande 0
Laura Calini 0
Luca Peli 0
Adriano Bianchi 0
Sara Bertolini 0
Ida Altimare 0
Cinzia Morelli 0
Vittoria Giustiniani 0
Total 206
Key management personnel 24
Federica Menichetti 8
Stefano Zonca 3
Stefano Santucci 0
Gianluca Valentini 0

34. SEASONALITY

The Company's business performance is not significantly affected by seasonality.

35. INFORMATION PURSUANT TO ART. 1, PARAGRAPH 125, OF LAW NO. 124 OF 4 AUGUST 2017

With regard to the provisions of Article 1, paragraph 125, of Law 124/2017, regarding the obligation to provide evidence in the notes to the financial statements of any amounts of money received during the year by way of grants, contributions, paid assignments and in any case economic advantages of any kind from public administrations and from the persons referred to in paragraph 125 of the same article, mention should be made, for the situation updated at 31 December 2022, of the following.

NDT
Paying entity Amount
collected/take
n
Collection/availabilit
y date
Description of reason
I.N.P.S. 13,016 16/01/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 2,500 16/01/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/01/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 9,461 16/02/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,500 16/02/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/02/2022 Youth Exemption L.205/17-L.160/19
Fondirigenti 2,921 18/02/2022 Liquidation Plans 23297-23473
Gestore dei Servizi Energetici GSE S.p.A. 449 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 3,225 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,076 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 8 28/02/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 15,696 28/02/2022 Electricity production incentive
I.N.P.S. 9,786 16/03/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,500 16/03/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,225 16/03/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 10,494 18/04/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,242 18/04/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 18/04/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 3,229 16/05/2022 IVS Exemption L.234/2021
I.N.P.S. 3,106 16/05/2022 IVS Exemption L.234/2021
I.N.P.S. 3,098 16/05/2022 IVS Exemption L.234/2021
I.N.P.S. 3,003 16/05/2022 IVS Exemption L.234/2021
I.N.P.S. 12 16/05/2022 IVS Exemption L.234/21 Accrual 13a
I.N.P.S. 10,299 16/05/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 3,770 16/05/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/05/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 591 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 90 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 1,427 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 460 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 460 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,106 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2 31/05/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,191 15/06/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 10 15/06/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 467 15/06/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 3 15/06/2022 Electricity production incentive
I.N.P.S. 1,637 16/06/2022 IVS Exemption L.234/2021
I.N.P.S. 10 16/06/2022 IVS Exemption L.234/21 Accrual 13a
I.N.P.S. 14,319 16/06/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 3,913 16/06/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 16/06/2022 Youth Exemption L.205/17-L.160/19
I.N.P.S. 3,100 17/07/2022 IVS Exemption L.234/2021
I.N.P.S. 3 17/07/2022 IVS Exemption L.234/21 Accrual 13a
I.N.P.S. 9,889 17/07/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,609 17/07/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,250 17/07/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 470 01/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,201 01/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,108 01/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 460 01/08/2022 Electricity production incentive
I.N.P.S. 1,602 22/08/2022 IVS Exemption L.234/2021
I.N.P.S. 36 22/08/2022 IVS Exemption L.234/21 Accrual 13a
I.N.P.S. 9,795 22/08/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,768 22/08/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,000 22/08/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 466 31/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 3 31/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,182 31/08/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 18 31/08/2022 Electricity production incentive
I.N.P.S. 2,934 16/09/2022 IVS Exemption L.234/2021
I.N.P.S. 21 16/09/2022 IVS Exemption L.234/21 Accrual 13a
I.N.P.S. 8,950 16/09/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,717 16/09/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,000 16/09/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 2,188 30/09/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 467 30/09/2022 Electricity production incentive
I.N.P.S. 3,060 17/10/2022 IVS Exemption L.234/2021
I.N.P.S. 9,131 17/10/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 5,000 17/10/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,000 17/10/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 2,188 20/10/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 467 20/10/2022 Electricity production incentive
Fondimpresa 8,095 10/11/2022 Liquidation Plan 286825
Fondimpresa 2,140 10/11/2022 Liquidation Plan 279127
I.N.P.S. 7,374 16/11/2022 IVS Exemption art.20 DL.115/2022
I.N.P.S. 2,353 16/11/2022 IVS Exemption art.20 DL.115/2022
I.N.P.S. 4,393 16/11/2022 IVS Exemption art.20 DL.115/2022
I.N.P.S. 4,558 16/11/2022 IVS Exemption art.20 DL.115/2022
I.N.P.S. 115 16/11/2022 IVS Exemption LD.115/22 Accrual13a
I.N.P.S. 8,193 16/11/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,966 16/11/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 2,000 16/11/2022 Youth Exemption L.205/17-L.160/19
Gestore dei Servizi Energetici GSE S.p.A. 467 17/11/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 2,188 17/11/2022 Electricity production incentive
Fondimpresa 1,660 17/11/2022 Liquidation Plan 270049
Gestore dei Servizi Energetici GSE S.p.A. 2,285 16/12/2022 Electricity production incentive
Gestore dei Servizi Energetici GSE S.p.A. 505 16/12/2022 Electricity production incentive
I.N.P.S. 7,060 16/12/2022 IVS Exemption art.20 DL.115/2022
I.N.P.S. 88 16/12/2022 IVS Exemption LD.115/22 Accrual13a
I.N.P.S. 8,338 16/12/2022 Decont.SOUTH LD104/20-L178/2020
I.N.P.S. 4,463 16/12/2022 Exempt.hir/transf.a1 c10 L.178/20
I.N.P.S. 1,972 16/12/2022 Youth Exemption L.205/17-L.160/19
Total 2022 312,848

Other supplementary information

36. GUARANTEES GIVEN

Guarantees issued in favour of the subsidiaries, Cartiere di Guarcino S.p.A. and Bio Energia Guarcino S.r.l., up to a maximum of € 28,585,000 for short-term lines of credit for mixed use and export finance, granted to the latter by BPM, BPER, Popolare di Sondrio, Monte dei Paschi di Siena and Credit Agricole, via "umbrella" credit facilities.

On 10 November 2020, Neodecortech S.p.A. issued a Letter of Patronage to Banco di Desio e Brianza S.p.A. in favour of the subsidiary Cartiere di Guarcino S.p.A. to guarantee various lines of credit up to a maximum of € 2,650,000 granted by the bank to the subsidiary.

On 19 January 2021, Banco Popolare BPM S.p.A. issued a first demand bank guarantee, in favour of Sonae Industria de Rivestimentos SA, for € 250 thousand, expiring on 30 April 2026, to guarantee the balance relating to the purchase of the new laminating machine for the production plant in Casoli d'Atri (TE), to be paid within 5 years, based on the business agreements, residual guarantee at 31.12.2022 of € 206,620.

On 16 November 2021, Banco Popolare BPM S.p.A. issued a first demand bank guarantee, in favour of the subsidiary Valinvest S.r.l., for € 1,032 thousand, expiring on 30 January 2023, to guarantee payment of the residual instalments relating to the purchase of the production plant in Casoli d'Atri (TE), due by 31 December 2022, the guarantee was terminated.

On 07.12.2022, Neodecortech S.p.A. issued a Letter of Patronage to Axpo Italia S.p.A. in favour of its subsidiary Cartiere di Guarcino S.p.A. to guarantee the supply of natural gas, up to a maximum of € 2,000,000.

On 07.11.2022, Neodecortech S.p.A. issued a Letter of Patronage to Golden Agri-Resources Europe B.V. in favour of its subsidiary Bio Energia Guarcino S.r.l. to guarantee the supply of palm oil, up to a maximum of USD 16,000,000. At 31 December 2022, Bio Energia Guarcino S.r.l.'s exposure to the supplier, for contracts to be performed, was € 9,405 thousand.

37. EVENTS AFTER YEAR END

Reference should be made to the Directors' Report on Operations, specifically to the section "Significant events after 31 December 2022".

38. INFORMATION ON AGREEMENTS NOT RESULTING FROM THE STATEMENT OF FINANCIAL POSITION

Pursuant to Article 2427, point 22-ter, mention should be made that there are no agreements not shown in the statement of financial position that have significant risks or benefits and that are necessary to assess the Company's financial position, results of operations and cash flows.

39. INFORMATION ON ASSETS AND LOANS FOR A SPECIFIC TRANSACTION

With regard to the requirements of Articles 2447-bis to 2447-decies of the Italian Civil Code, it should be that during the year the Group allocated assets or loans for the establishment on 19 October 2022 of NDT Energy S.r.l., with registered office in Filago (BG) and operating offices in Casoli di Atri (TE). The Company has a fully paid-up capital of € 100 thousand, is currently dormant and awaiting authorization to operate a WtE plant, capable of reusing process waste and meeting a large part of the energy needs of the adjacent NDT "laminates" division.

40. UNDERTAKINGS THAT PREPARE THE FINANCIAL STATEMENTS OF THE LARGER/SMALLER BODY OF UNDERTAKINGS THEY ARE PART OF AS SUBSIDIARIES

In accordance with Article 2427, numbers 22-quinquies and 22-sexies of the Italian Civil Code, the following table indicates the name and registered office of the undertaking preparing the consolidated financial statements, of the larger or smaller body of undertakings, of which the company is part as a consolidated company. It also indicates the place where the copy of the consolidated financial statements is available:

Larger body
Company name Finanziaria Valentini S.p.A.
Place Rimini
Tax code 3842170403
Place of tax consolidation filing Rimini

41. INFORMATION RELATING TO THE REMUNERATION OF THE BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS

In accordance with the law, the table below shows the total fees to the Directors, the Board of Statutory Auditors and the Independent Auditors.

Qualification 31 DECEMBER 2022 31 DECEMBER 2021
Directors 613,415 567,225
Board of Statutory Auditors 66,870 66,128
31 DECEMBER 2022 31 DECEMBER 2021
Auditing services 56,123 59,250
Provision of other activities with issuance of certification 4,000 0
Provision of other non-auditing services 3,218 0
Directors 613,415 567,225
Board of Statutory Auditors 66,870 66,128
(In units of Euro)
31 DECEMBER 2022 31 DECEMBER 2021
Auditing services 56,123 59,250
Provision of other activities with issuance of certification 4,000 0
Provision of other non-auditing services 3,218 0

42. ALLOCATION OF THE RESULT FOR THE YEAR

Shareholders, in light of the above considerations and of the information appearing in the Explanatory Notes, we invite you:

  • § to approve the Financial Statements for the year ended 31 December 2022 together with the Explanatory Notes and this Report thereto;
  • § to allocate net profit for the year, amounting to € 8,437,296.73, as follows:
  • € 421,865.00 to the legal reserve;
  • € 3,524,149.32 to the non-distributable revaluation reserve for investments recorded pursuant to Legislative Decree no. 38/05 Article 6, paragraph 1;
  • € 2,491,282.41 to the extraordinary reserve;
  • § the remaining profit as a dividend for the no. 14,218,021 outstanding ordinary shares for a total of € 2,000,000, in compliance with the ceiling set in the dividend policy approved by the Board of Directors on 31 January 2020 and further detailed by the Board on 2 March 2021; a unit dividend will therefore be distributed, also in consideration of the distribution of the dividend attributable to treasury shares, of € 0.14 for each entitled ordinary share, without prejudice to the fact that any change in the number of treasury shares in the company's portfolio at the time of distribution will not affect the distribution of the unit dividend as established above, but will increase or decrease the amount allocated to the extraordinary reserve.

Filago (BG), 15 March 2023 For the Board of Directors The Chief Executive Officer (Luigi Cologni)

_____________________________________

REPORT OF THE BOARD OF STATUTORY AUDITORS

Activities Amount EUR/00
Audit Services 101.0
Compliance Services 0.0
Other services 5.0
Total 106.0