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PRADA S.p.A. — Annual Report 2022
Mar 31, 2023
50262_rns_2023-03-31_5090e415-893f-4783-9935-a8f8e7176e5e.pdf
Annual Report
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PRADA Group

2022 Separate Financial Statements
PRADA 508 Hong Kong Stock code: 1913
.
2022 SEPARATE FINANCIAL STATEMENTS
الخارجية، ومن ثم فإننا نريد أن نكون في حالة من الخسارة، فبمجرد أن نكون في حالة من الخسارة، نكون في حالة من الخسارة، فبمجرد أن نكون في حالة الخسارة، نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة،
TABLE OF CONTENTS
Corporate Information 3
Financial Review 7
Corporate Governance 19
Financial Statements 43
Notes to the Financial Statements 49
Independent Auditors' Report 119
Board of Statutory Auditors' Report 129

Miuccia Prada and Patrizio Bertelli
CORPORATE INFORMATION
PRADA spa
2022 Separate Financial Statements - Corporate Information
3
PRADA S.P.A. CORPORATE INFORMATION
Registered Office
Via A. Fogazzaro, 28
20135 Milan, Italy
Head Office
Via A. Fogazzaro, 28
20135 Milan, Italy
Place of business in Hong Kong
registered under Part 16
of the Hong Kong Companies Ordinance
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Company Corporate website
www.pradagroup.com
Hong Kong Stock Exchange
Identification Number
1913
Share Capital
Euro 255,882,400
(represented by 2,558,824,000
shares of Euro 0.10 each)
Board of Directors
Paolo Zannoni (Chairman & Executive Director)
Andrea Guerra (Chief Executive Officer & Executive Director)
Miuccia Prada Bianchi (Executive Director)
Patrizio Bertelli (Executive Director)
Andrea Bonini (Chief Financial Officer & Executive Director)
Lorenzo Bertelli (Executive Director)
Marina Sylvia Caprotti (Independent Non-Executive Director)
Maurizio Cereda (Independent Non-Executive Director)
Yoël Zaoui (Independent Non-Executive Director)
Pamela Yvonne Culpepper (Independent Non-Executive Director)
Anna Maria Rugarli (Independent Non-Executive Director)
Audit and Risk Committee
Yoël Zaoui (Chairman)
Marina Sylvia Caprotti
Maurizio Cereda
PRADA spa
2022 Separate Financial Statements - Corporate Information
PRADA spa
2022 Separate Financial Statements - Corporate Information
Remuneration Committee
Marina Sylvia Caprotti (Chairwoman)
Paolo Zannoni
Yoël Zaoui
Nomination Committee
Maurizio Cereda (Chairman)
Lorenzo Bertelli
Marina Sylvia Caprotti
Sustainability Committee
Pamela Yvonne Culpepper (Chairwoman)
Lorenzo Bertelli
Anna Maria Rugarli
Board of Statutory Auditors
Antonino Parisi (Chairman)
Roberto Spada
David Terracina
Organismo di Vigilanza
(Supervisory Body)
(Italian Leg. Decr. 231/2001)
Stefania Chiaruttini (Chairwoman)
Yoël Zaoui
Roberto Spada
Main Shareholder
PRADA Holding S.p.A.
Via A. Fogazzaro, 28
20135 Milan, Italy
Company Secretary
Ying Kwai Yuen
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Authorised Representatives
in Hong Kong S.A.R.
Patrizio Bertelli
Via A. Fogazzaro, 28
20135 Milan, Italy
Ying Kwai Yuen
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Alternate Authorised Representative to
Patrizio Bertelli in Hong Kong S.A.R.
Wendy Pui-Ting Tong
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Hong Kong Share Registrar
Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wanchai, Hong Kong S.A.R. (P.R.C.)
Auditor
Deloitte & Touche S.p.A.
Via Tortona, 25
20144 Milan, Italy
الخارجية. وقدْ وجدنا أن هذه الأعداد التي لا يمكن أن تكون غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة،
FINANCIAL REVIEW
PRADA spa
2022 Separate Financial Statements - Financial Review
7
INTRODUCTION
PRADA spa is the parent company of the PRADA Group. PRADA spa acts as a holding company and carries out manufacturing, distribution, retail, and brand management operations in the luxury goods sector, both directly and through its subsidiaries and associates.
Its main activities are as follows :
- production of leather goods, clothing, footwear, and accessories of all kinds bearing the Prada, Miu Miu, Church's and Car Shoe brands;
- wholesale worldwide distribution of leather goods, footwear and clothing bearing the Prada, Miu Miu, Church's and Car Shoe brands;
- licensing the Prada and Miu Miu trademarks for the design, production and distribution of items other than those aforementioned;
- retail sales at sales outlets and stores in Italy and online;
- management of equity investments;
- services to Group companies, including:
- retail management services (preparation of budgets, selection of product mix, visual displaying, store management);
- advertising and promotional services, in particular media planning and design;
- information technology services regarding the IT infrastructure and the centralised, integrated management of software;
- engineering services for store openings, renovation and maintenance;
- financial services involving the granting of loans;
- corporate services regarding legal affairs and tax advisory, administration/ accounting, human resource, security and logistics consultancy.
The Board of Directors' Financial Review refers to PRADA spa (the "Company"), the operational holding company of the PRADA Group. It is based on the separate financial statements for the year ended December 31, 2022, prepared in accordance with the International Financial Reporting Standards ("IFRSs") adopted in the European Union. The Financial Review should be read in conjunction with the financial statements and the related notes, which form an integral part of the Separate Financial Statements.
PRADA spa
2022 Separate Financial Statements - Financial Review
2022 HIGHLIGHTS
2022 was characterised by challenging macroeconomic conditions following the outbreak of war in Ukraine, interest rate hikes, and the continued impact of the Covid-19 public health emergency in some countries, particularly China. However, the luxury goods sector, bolstered by strong local demand and some recovery in global tourism flows, demonstrated resilience and provided opportunities for growth.
The Prada Group reported strong growth in net revenues (+21.3% at constant exchange rates compared with 2021), with double-digit growth for both Prada and Miu Miu, and in profitability, capitalising on its investments in creative talent, innovation, supply chain and stores. In addition, the Group increased the focus on client centrality and retail productivity, and continued to optimise manufacturing processes, delivering a substantial profitability improvement.
In Interbrand's "Best Global Brands 2022" rankings, Prada registered more than 20% year-on-year growth for the second year in a row, and ranked among the 15 fastest-growing brands.
Prada also topped the Lyst rankings for the October-December 2022 period; Miu Miu ranked fourth in the same period. Lyst is a data analysis tool that each quarter explores the purchasing habits of more than 200 million consumers worldwide, providing a snapshot of the most loved brands and products of the moment. According to Lyst, Miu Miu was the "2022 Brand of the Year": the successful 2022 Fall/Winter fashion show, highly appreciated by both critics and the public, together with the launch of iconic products, increased the popularity of the brand on social media, also due to the support of celebrities and influencers.
The Group achieved double-digit growth in all the main product categories, i.e. leather goods, ready to wear and footwear. For Prada, Prada Paradoxe, the first women's fragrance created from the Prada-L'Oréal partnership, was launched in August; in October, Prada presented ETERNAL GOLD, its first sustainable fine jewellery collection, made of 100% certified recycled gold. Both Paradoxe, with its refillable bottle, and ETERNAL GOLD embed sustainable practices reflected in every aspect of the Group's business.
In the digital arena, starting in June and with a launch per month, Prada Timecapsule gained a new format: each month's exclusive, limited-edition item
PRADA spa
2022 Separate Financial Statements - Financial Review
was sold together with a non-fungible token (NFT), marking the Group's Web 3.0 debut. Simultaneously, Prada released Prada Crypted, the new Discord server for the brand community, where users exchange ideas and draw inspiration from connecting the fashion universe with the worlds of art, architecture, cinema, music, Web3, and more.
Prada also debuted in the Meta Avatars Store, the digital fashion store where Facebook, Instagram, and Messenger users can buy fashion items for their virtual alter-egos.
On the manufacturing front, the Company continued to invest in its factories and in the vertical integration of the supply chain, to further improve manufacturing expertise and quality control at every step of the process. To this end, in August the Company acquired a 43.65% stake in Conceria Superior S.p.A., a company with 60 years of experience in exceptional calfskin tanning techniques.
The organisation continued to be strengthened at all levels. The appointment of Andrea Guerra as Prada Group CEO, in January 2023, represents a fundamental governance change aimed to further evolving Prada Group and easing the generational transition. Equally significant is the appointment of Gianfranco D'Attis as CEO of the Prada brand in December 2022.
PRADA spa
2022 Separate Financial Statements - Financial Review
The following tables show some key performance and financial indicators for the past two reporting periods.
| (amounts in thousands of Euro) | twelve months ended December 31 2022 | % | twelve months ended December 31 2021 | % |
|---|---|---|---|---|
| Net sales | 2,433,852 | 97.0% | 1,805,459 | 97.3% |
| Royalties | 75,472 | 3.0% | 49,233 | 2.7% |
| Net Revenues | 2,509,324 | 100.0% | 1,854,692 | 100.0% |
| Cost of goods sold | (829,231) | -33.0% | (719,202) | -38.8% |
| Gross Margin | 1,680,093 | 67.0% | 1,135,490 | 61.2% |
| Operating expenses | (711,350) | -28.3% | (675,067) | -36.4% |
| EBIT | 968,742 | 38.6% | 460,423 | 24.8% |
| Interest and other financial expenses, net | (159,458) | -6.4% | (49,099) | -2.6% |
| Dividends from investments | 49,594 | 2.0% | 23,785 | 1.3% |
| Income before taxation | 858,878 | 34.2% | 435,109 | 23.5% |
| Taxation | (287,195) | -11.4% | (124,459) | -6.7% |
| Net income for the year | 571,683 | 22.8% | 310,650 | 16.7% |
| Depreciation, amortization and impairment | 127,310 | 5.1% | 120,864 | 6.5% |
| EBITDA | 1,096,052 | 43.7% | 581,287 | 31.3% |
Gross margin for the twelve months ended December 31, 2022 was 67% on net revenues, up substantially from the 61.2% of 2021. Higher average prices, greater absorption of production overheads, and a better sales mix in terms of distribution channels are behind the improvement, despite the increase in production costs caused by inflationary pressures.
Operating expenses were Euro 711 million, up by Euro 36 million from those of 2021. The increase is primarily attributable to higher variable costs ensuing from higher sales, greater communication activities, higher personnel and other general and administrative expenses, including Euro 7.8 million settlement of a litigation. The analysis of operating expenses is detailed in the Notes to the Financial Statements (Note 25).
The operating income for the period, or EBIT, amounted to Euro 969 million (38.6% of net revenues), compared to Euro 460 million (24.8%) in 2021.
PRADA spa
2022 Separate Financial Statements - Financial Review
For the twelve months ended December 31, 2022, other financial income and expenses include a Euro 146 million writedown of investments in subsidiaries as a result of the impairment tests, mainly due to the extraordinary market conditions in Russia, and Church & Co reorganization process underway.
The net financial expenses consist primarily of the following income and expenses:
- Euro 49.5 million in dividends received;
- Euro 19 million in net exchange losses;
- Euro 6.5 million in net interest income;
- Euro 146 million in impairment losses of investments in subsidiaries;
- Euro 1 million in other financial expenses.
Tax expenses totalled Euro 287 million, corresponding to 33% of the pre-tax income; the increase incidence compared to 2021 (29%) results from higher writedowns of investments and the retroactive effects of a bilateral agreement between tax authorities signed during the year.
During the reporting period, the Company did not carry out any unusual and/or atypical transactions that had a material effect on the financial statements.
PRADA spa
2022 Separate Financial Statements - Financial Review
ANALYSIS OF THE STATEMENT OF FINANCIAL POSITION
NET INVESTED CAPITAL
The following table reclassifies the Statement of Financial Position to provide information on the composition of the net invested capital:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Right of use assets | 337,102 | 343,835 |
| Non-current assets (excluding deferred tax assets) | 1,848,421 | 1,921,410 |
| Trade receivables, net | 929,699 | 683,087 |
| Inventories, net | 301,565 | 269,947 |
| Trade payables | (548,026) | (635,781) |
| Net operating working capital | 683,238 | 317,253 |
| Other current assets (excluding items of financial position) | 152,465 | 126,503 |
| Other current liabilities (excluding items of financial position) | (461,487) | (269,142) |
| Other current assets/liabilities), net | (309,021) | (142,639) |
| Provision for risks and charges | (3,376) | (16,051) |
| Long-term employee benefits | (38,177) | (39,811) |
| Other long-term liabilities | (59,319) | (67,193) |
| Deferred taxation, net | 48,651 | 41,364 |
| Other non-current assets/liabilities) | (52,221) | (81,691) |
| Net invested capital | 2,507,520 | 2,358,168 |
| Shareholder's equity | (2,563,426) | (2,161,802) |
| Total shareholders' equity | (2,563,426) | (2,161,802) |
| Long-term financial, net surplus/(deficit) | (197,783) | (390,203) |
| Short-term financial, net surplus/(deficit) | 587,567 | 532,228 |
| Dividend payable | (2) | (2) |
| Net financial position surplus/(deficit) | 389,782 | 142,023 |
| Long-term lease liability | (305,073) | (312,767) |
| Short-term lease liability | (51,085) | (50,507) |
| Financial Receivables IFRS 16 - leases | 22,283 | 24,885 |
| Total lease liability | (333,875) | (338,389) |
| Shareholders' equity and net financial position | (2,507,520) | (2,358,168) |
| Debt to Equity ratio | -15.5% | -6.0% |
As of December 31, 2022, the Company had net invested capital of Euro 2,508 million, net financial surplus of Euro 390 million and equity of Euro 2,563 million.
Right of use assets decreased by Euro 7 million, mainly as a result of the depreciation of the year amounting to Euro 51 million, net of new contracts and remeasurement of existing leases (Euro 44 million).
Non-current assets (excluding deferred tax assets), consisting of tangible assets, intangible assets and equity investments, decreased by Euro 73 million including depreciation, amortisation and impairment, net of the increase for capital expenditure of the period.
PRADA spa
2022 Separate Financial Statements - Financial Review
Capital expenditures primarily relate to the advancement of the technological and digital roadmap in the retail, manufacturing and corporate areas and continued investments in the manufacturing facilities to strengthen the supply chain.
In addition to the capital expenditures, there was an investment of Euro 19.8 million for the 43.65% stake in Conceria Superior S.p.A., a long-standing supplier of the Company. The acquisition represents another important step towards vertical integration of the Company's supply chain, with the aim of further increasing industrial know-how and quality control along all manufacturing stages. In addition, the investment will accelerate progress on important issues such as raw material traceability and transparency of supply chain.
Net operating working capital was Euro 683 million at December 31, 2022, up by Euro 366 million from that of December 31, 2021.
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Net operating working capital | 683,238 | 317,253 |
| Derivative Financial instruments | 10,166 | (26,620) |
| Other receivables from parent, subsidiaries, associated companies and related parties | 19,709 | 36,909 |
| Other current assets | 67,486 | 52,543 |
| Current tax receivables (payables) | (156,673) | (41,816) |
| Other liabilities to parent, subsidiaries, associated companies and related parties | (31,042) | (18,357) |
| Other current liabilities | (218,669) | (145,298) |
| Other current assets (liabilities), net | (309,024) | (142,639) |
| Net working capital | 374,215 | 174,614 |
Net working capital increased by Euro 200 million, resulting from an increase in the net operating working capital balanced by higher Current tax payables and Other current liabilities.
PRADA spa
2022 Separate Financial Statements - Financial Review
NET FINANCIAL POSITION
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Long-term debt, net of current portion | (351,200) | (441,013) |
| Payables to parent company, subsidiaries, associates and related parties | (13,878) | - |
| Total financial payables - non-current | (365,078) | (441,013) |
| Financial payables and bank overdrafts - current | (90,541) | (171,973) |
| Payables to parent company, subsidiaries, associates and related parties | (81,529) | (67,643) |
| Total financial payables - current | (172,070) | (239,616) |
| Total financial payables | (537,148) | (680,629) |
| Financial receivables from parent company, subsidiaries, associates and related parties - non-current | 167,294 | 50,810 |
| Financial receivables from parent company, subsidiaries, associates and related parties - current | 238,750 | 375,066 |
| Cash and cash equivalents | 520,888 | 396,777 |
| Total financial receivables and cash and cash equivalents | 926,932 | 822,654 |
| Net financial surplus/(deficit), total | 389,784 | 142,025 |
| Dividend payable | (2) | (2) |
| Net financial surplus/(deficit) | 389,782 | 142,023 |
| Net financial surplus/(deficit) third parties | 79,145 | (216,211) |
| Lease liability | (356,158) | (363,274) |
| Financial Receivables IFRS 16 (Leases) | 22,283 | 24,885 |
| Net financial surplus/(deficit) including Financial Receivables IFRS 16 and Lease liability | (254,731) | (554,600) |
| Net financial position surplus/(deficit) including lease liability third parties | (277,014) | (579,485) |
As at December 31, 2022, the net financial surplus amounts to Euro 390 million, increased by Euro 248 million compared with the previous reporting date.
Long-term financial payables decreased by Euro 76 million, due to the reclassification to short-term financial payables of payments due within 12 months, net of the new intercompany loans.
The total amount of undrawn lines of credit at December 31, 2022 is Euro 627 million, consisting of Euro 400 million committed and Euro 227 million uncommitted. All financial covenants were fully complied with at December 31, 2022 and they are expected to be complied with in the next 12 months as well.
As shown in the Statement of Cash Flows, cash flows from operating activities amount to Euro 726 million and cash used by the investing activities amount
PRADA spa
2022 Separate Financial Statements - Financial Review
to Euro 54 million including dividends received for Euro 50 million. A detailed analysis of dividends by counterparty is provided in Note 26 "Interest and other financial income/(expenses), net" to the Financial Statements.
Further information on the Company's debt maturities and obligations, currency and interest rate risk management, commitments and contingent liabilities is provided in Notes 13, 18 and 20 of the Notes to the Separate Financial Statements.
FINANCIAL RISK HEDGING POLICIES
The Company's financial risk hedging policies and the effects of the strategies adopted are described in the notes to the financial statements.
RESEARCH AND DEVELOPMENT ACTIVITIES
The Company sees the creative process as the first step toward quality.
This unique approach enables the Company to anticipate and set trends, by experimenting constantly with shapes, fabrics, leathers and production techniques. Research and development activities aim to create innovative products through the search for new or improved materials, the research and definition of design concepts, and the development of prototypes.
The design and product development costs for the twelve months ended December 31, 2022 amount to Euro 113.4 million, as reported in the Separate Profit or Loss Statement by destination prepared in accordance with IFRSs.
RELATED PARTY TRANSACTIONS
Details of related party transactions are provided in Note 28 to the Financial Statements.
TREASURY SHARES
As of December 31, 2022, the Company did not own any treasury share.
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
The "company information" and "significant acquisitions and disinvestments" sections of the Notes to the Financial Statements provide the information on the most significant events of the reporting period.
PRADA spa
2022 Separate Financial Statements - Financial Review
EVENTS AFTER THE REPORTING DATE
No significant event to be reported.
OUTLOOK
The Group's ambition for 2023 is to continue on a path of solid and above-market growth, investing behind brand desirability, in the renovation of the store network, and in the industrial and technological infrastructure. However, the macroeconomic and geopolitical environment remains uncertain. China, among other factors, will play an important role with respect to the Group's ambition, and notwithstanding encouraging developments since the start of the year, the evolution is unpredictable. Therefore, the Group remains vigilant and maintains a disciplined approach to costs and capital allocation.
PROPOSED ALLOCATION OF THE RESULT FOR THE YEAR
On March 9, 2023 the Board recommended the approval at the Shareholders' General Meeting of the allocation of the net income of the Company, for the year ended December 31, 2022, as follows: (i) Euro 281,470,640.00 to Shareholders as final dividend, in particular to declare and distribute a final dividend of Euro 0.11 per share, and (ii) Euro 290,212,535.08 to retained earnings of the Company.
By order of the Board

Paolo Zannoni
Chairman
March 9, 2023
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2022 Separate Financial Statements - Financial Review
الخارجية، ومن ثم فإننا ننسب إلى وجود هذه الخسائر التي لا يمكن أن تكون في حالة وجودها، فبعضنا لا يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها،
CORPORATE GOVERNANCE
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2022 Separate Financial Statements - Corporate Governance
19
CORPORATE GOVERNANCE PRACTICES
The Company is committed to maintaining the highest standards of corporate governance to create long-term sustainable value for all its stakeholders, including its shareholders.
The corporate governance model adopted by the Company consists of a set of rules, standards and structured procedures aimed at establishing efficient and transparent operations within the Group, to protect the rights of the Company's shareholders, to enhance shareholders value and to uphold the Group's credibility and reputation. The corporate governance model adopted by the Company complies with the applicable laws and regulations in Italy, where the Company is incorporated, as well as with the principles set out in the Corporate Governance Code (the "Code") in Appendix 14 of the Listing Rules.
COMPLIANCE WITH THE CODE
The Board has reviewed the Company's corporate governance practices and it is satisfied that such practices have complied with the code provisions set out in the Code, for the year ended December 31, 2022 (the "2022 Year"). This Corporate Governance report summarises how the Company applied the principles and implemented the code provisions contained in the Code for the 2022 Year.
DIRECTORS' SECURITIES TRANSACTIONS
The Company has adopted a written procedure governing Directors' securities transactions on terms no less exacting than those set out in the Model Code. In response to specific enquiries by the Company, all Directors confirmed that they complied with the required standard set out in the Model Code and the Company's procedure at all applicable times during the 2022 Year. There were no incidents of non-compliance during the 2022 Year.
The Company has also adopted a written procedure governing securities transactions carried out by the relevant employees who are likely to possess inside information in relation to the Company and its securities. This procedure is on terms no less exacting than those set out in the Model Code.
Directors' interests as at December 31, 2022, in the shares of the Company and its associated corporations (within the meaning of Part XV of the SFO) are set out in the Directors' Report.
PRADA spa
2022 Separate Financial Statements - Corporate Governance
BOARD OF DIRECTORS
A. BOARD COMPOSITION
The Board is currently made up of eleven Directors, of which six are Executive Directors and five are Independent Non-Executive Directors. The Board has an appropriate mix of skills and experience that is relevant to the Company's strategy, governance and business, and underpins its management effectiveness and efficiency. Its approach to achieving diversity is set out in the Board Diversity Policy, which is discussed in more detail in the paragraph headed Nomination Committee. Currently female representation at Board level is about 36%. Gender diversity at workforce levels is disclosed in the Annual Report and gender diversity (including Senior Management) is disclosed in Sustainability Report. The Board believes that diversity should not be limited to gender. The table below shows the structure, skill sets, expertise and competencies of the Board.
| Directors | Age | Gender | Eth-nicity * | ED / INED | Audit and Risk | Remuneration | Nomination | Sustainability | Business Management | Strategic Planning & Risk Management | Financial Reporting / Banking | Legal / ESG | Related Industry Knowledge / Experience |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Paolo ZANNONI (Chairman of the Board) | 74 | M | I | ED | x | x | x | x | x | ||||
| Ms. Miuccia PRADA BIANCHI | 74 | F | I | ED | x | x | x | ||||||
| Mr. Patrizio BERTELLI | 76 | M | I | ED | x | x | x | ||||||
| Mr. Andrea GUERRA (Chief Executive Officer) | 57 | M | I | ED | x | x | x | ||||||
| Mr. Andrea BONINI (Chief Financial Officer) | 43 | M | I | ED | x | x | x | x | |||||
| Mr. Lorenzo BERTELLI | 34 | M | I | ED | x | x | x | x | x | x | |||
| Ms. Marina Sylvia CAPROTTI | 45 | F | I | INED | x | x | x | x | x | x | x | ||
| Mr. Maurizio CEREDA | 59 | M | I | INED | x | x | x | x | x | x | |||
| Mr. Yoël ZAOUI | 62 | M | NI | INED | x | x | x | x | x | x | |||
| Ms. Pamela Yvonne CULPEPPER | 58 | F | NI | INED | x | x | x | x | x | ||||
| Ms. Anna Maria RUGARLI | 50 | F | I | INED | x | x | x | x | x |
- I refers to Italian and NI refers to Non-Italian
Biographical details of the Directors and their relationships, where applicable, are set out in the Directors and Senior Management section of the Annual Report. The Company has maintained both on its own website and on the website of the Stock Exchange an updated list of its Directors, identifying their respective roles and functions.
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2022 Separate Financial Statements - Corporate Governance
B. BOARD MEETINGS
During the 2022 Year, the Board held five meetings to discuss the Group's overall corporate strategic direction and objectives, assess its operational and financial performance (including the annual budget and the annual and interim results), and approve continuing connected transactions and the Group's main investments, corporate reorganisation plans, and extraordinary transactions, establish the Sustainability Committee, appoint a new director and grant powers to the same, adopt the new terms of reference for both the Board and the Board Committees. The average attendance rate of the Directors for these five meetings (all held through electronic means) was 90.9%.
Minutes of the Board meetings are kept by the Corporate Affairs Department. Minutes of the Board meetings and all Board Committees meetings are sent to the relevant Directors and are available for inspection by any Director by giving reasonable notice to the Company.
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2022 Separate Financial Statements - Corporate Governance
C. BOARD ATTENDANCE
The details of attendance at Board meetings, Board Committees meetings and shareholders' general meeting held during the 2022 Year are set out in the following table:
| Directors | Board | Audit and Risk Committee | Remuneration Committee | Nomination Committee | Sustainability Committee | Shareholders' Meeting |
|---|---|---|---|---|---|---|
| Executive Directors | ||||||
| Mr. Paolo ZANNONI (Chairman)¹ | 5/5 | 2/2 | 2/2 | |||
| Ms. Miuccia PRADA BIANCHI (Chief Executive Officer)² | 1/5 | 0/2 | ||||
| Mr. Patrizio BERTELLI (Chief Executive Officer)³ | 5/5 | 0/2 | ||||
| Ms. Alessandra COZZANI⁴ | 4/4 | 2/2 | ||||
| Mr. Andrea BONINI (Chief Financial Officer)⁵ | 1/1 | Not Applicable | ||||
| Mr. Lorenzo BERTELLI⁶ | 5/5 | 3/3 | 3/3 | 1/2 | ||
| Non-Executive Director | ||||||
| Mr. Stefano SIMONTACCHI⁷ | 5/5 | 2/2 | ||||
| Independent Non-Executive Directors | ||||||
| Mr. Maurizio CEREDA⁸ | 5/5 | 4/5 | 3/3 | 2/2 | ||
| Ms. Marina Sylvia CAPROTTI⁹ | 4/5 | 5/5 | 2/2 | 3/3 | 1/2 | |
| Mr. Yoël ZAOUI¹⁰ | 5/5 | 5/5 | 2/2 | 0/2 | ||
| Ms. Pamela Yvonne CULPEPPER¹¹ | 5/5 | 3/3 | 1/2 | |||
| Ms. Anna Maria RUGARLI¹² | 5/5 | 3/3 | 1/2 | |||
| Statutory Auditors | ||||||
| Mr. Antonino PARISI (Chairman) | 5/5 | 1/2 | ||||
| Mr. David TERRACINA | 4/5 | 1/2 | ||||
| Mr. Roberto SPADA | 5/5 | 2/2 | ||||
| Date(s) of Meeting | Feb 4, 2022 | Feb 23, 2022 | Feb 4, 2022 | Feb 4, 2022 | Apr 22, 2022 | Jan 28, 2022 |
| Mar 14, 2022 | Mar 9, 2022 | Mar 9, 2022 | Mar 14, 2022 | Jul 13, 2022 | Apr 28, 2022 | |
| May 3, 2022 | May 2, 2022 | Oct 25, 2022 | Nov 18, 2022 | |||
| Jul 28, 2022 | Jul 27, 2022 | |||||
| Nov 8, 2022 | Nov 7, 2022 | |||||
| Average Attendance Rate of Directors | 90.9% | 93.3% | 100% | 100% | 100% | 54.5% |
Notes:
1. Member of the Remuneration Committee
2. Ceased to serve as Chief Executive Officer from January 26, 2023
3. Ceased to serve as Chief Executive Officer from January 26, 2023
4. Ceased to serve as Chief Financial Officer from May 2, 2022 and as Executive Director on September 30, 2022
5. Started to serve as Chief Financial Officer from May 2, 2022 and as Executive Director from November 8, 2022
6. Member of the Sustainability Committee and Nomination Committee
7. Ceased to serve as Non-Executive Director on January 26, 2023
8. Chairman of the Nomination Committee and Member of the Audit and Risk Committee
9. Chairwoman of the Remuneration Committee and Member of the Audit and Risk Committee and the Nomination Committee
10. Chairman of the Audit and Risk Committee and Member of the Remuneration Committee
11. Appointed as Director on January 28, 2022 and Chairwoman of the Sustainability Committee
12. Appointed as Director on January 28, 2022 and Member of the Sustainability Committee
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D. ROLES AND RESPONSIBILITIES
The Board is the highest decision making body of the Company vested with the power to manage all ordinary and extraordinary matters of the Company. The Board has the power to perform all acts it deems necessary or useful to the pursuit of the Company's corporate purposes, except for those acts specifically reserved for approval by the shareholders by relevant laws or regulations or the By-laws. In particular, the Board is responsible for setting the overall strategy, as well as reviewing the operational and financial performance of the Company and the Group. Therefore, the Board considers and decides on all matters concerning the overall Group strategy, including the sustainability strategy, the Group's strategic objectives, annual budgets, annual and interim results, approval of major transactions, connected transactions and any other significant operational and financial matters. The Board is also responsible for evaluating on an ongoing basis the effectiveness of the internal control and risk management system.
During the 2022 Year, all Board members were provided with monthly updates, prepared by the Executive Directors with the support of the management. The purpose of such updates were to provide a balanced and comprehensive assessment of the performance, position and prospects of the Group in sufficient detail, in order to enable each Director to discharge his/her duties. In addition, due to the continued uncertainty at a worldwide level caused by the Covid-19 pandemic, the Board devoted additional time in meetings held during the 2022 Year to discuss the actual impact of such uncertainty on the Group's business as well as the measures adopted by the Group to boost its business.
The Board believes that corporate culture underpins the long-term business, economic success and sustainable growth of the group. The Board sets and promotes company culture and expects and requires employees to follow the Group's procedures and policies. For details, please refer to the Directors' Report and to the Sustainability Report.
The Executive Directors are responsible for the day-to-day management of the Company and to make operational and business decisions within the control and delegated powers framework of the Company.
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The types of decisions delegated by the Board to the management include:
- the preparation of annual and interim results for the Board's approval;
- the execution of business strategies and other initiatives adopted by the Board;
- the monitoring of operating budgets adopted by the Board;
- the design, implementation and monitoring of the internal control and risk management system; and
- the compliance with relevant statutory requirements, rules and regulations.
E. NON-EXECUTIVE DIRECTORS
The Non-Executive Directors, including the Independent Non-Executive Directors, provide the Company with diversified skills, expertise, qualifications as well as varied backgrounds and perspectives. They participate in the Board and Board Committees meetings to provide independent and objective opinions, advice and judgment on important issues relating to the Company's strategy, policy, financial performance, and take the lead on matters where conflicts of interests may arise. They also attend the shareholders' general meetings of the Company to understand the views of the shareholders. They make a positive contribution to the development of the Company's strategy and policy through independent, constructive and informed comments.
F. INDEPENDENT NON-EXECUTIVE DIRECTORS
The Independent Non-Executive Directors enhance the effectiveness and decision-making of the Board by providing objective judgement and constructive challenge. Their independence is assessed upon appointment, annually, and whenever the circumstances warrant reconsideration.
All the Independent Non-Executive Directors meet the independence guidelines set out in Rule 3.13 of the Listing Rules and have, as required by the Listing Rules, provided the Company with the written confirmations as to their independence. The independence of the Independent Non-Executive Directors was further confirmed following the review by the Nomination Committee conducted on March 1, 2023. None of the Independent Non-Executive Directors of the Company has any business or financial interest in the Company or its subsidiaries.
G. LIABILITY INSURANCE FOR THE DIRECTORS
The Company has arranged appropriate liability insurance to indemnify its Directors
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for their liabilities arising out of corporate activities. The insurance coverage is reviewed on an annual basis.
H. DIRECTORS' TRAINING
Upon appointment to the Board, Directors are provided with a comprehensive induction program to ensure that they have a thorough understanding of the key areas of business operations and practices of the Company, as well as their role and responsibilities under the relevant laws, rules and regulations.
During the 2022 Year, Mr. Paolo Zannoni, Ms. Miuccia Prada Bianchi, Mr. Patrizio Bertelli, Ms. Alessandra Cozzani, Mr. Lorenzo Bertelli, Mr. Andrea Bonini, Mr. Stefano Simontacchi, Ms. Marina Sylvia Caprotti, Mr. Maurizio Cereda, Mr. Yoël Zaoui, Ms. Pamela Yvonne Culpepper and Ms. Anna Maria Rugarli participated in continuous professional training to develop and refresh their knowledge and skills and received regular updates on development of the laws, rules and/or regulations relating to Directors' duties and responsibilities. Ongoing training helps Directors keep abreast of current trends and issues facing the Group, while enabling them to update and refresh their skills and knowledge necessary to perform their duties. Mr. Andrea Guerra also participated in director's training upon his appointment on January 26, 2023.
Directors were required to provide the Company with their training records during the 2022 Year. The records are maintained by the Corporate Affairs Department.
CHAIRMAN AND CHIEF EXECUTIVE OFFICERS
The Chairman is Mr. Paolo Zannoni and, during the 2022 Year, the Chief Executive Officers were Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli. Starting from January 26, 2023, Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli ceased to be Chief Executive Officers and Mr. Andrea Guerra was appointed as the new Chief Executive Officer. The role of the Chairman is separate from that of the Chief Executive Officer. The Chairman is vested with the powers to represent the Company and provides leadership to the Board. He is responsible for ensuring that the Board is functioning effectively and adheres to good corporate governance practices and procedures. The Chief Executive Officer, supported by the other Executive Directors and senior management, is responsible for managing the Company's business, including the implementation of major strategies and other initiatives adopted by the Board.
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RELATIONSHIPS BETWEEN DIRECTORS
Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli (Executive Directors and former Chief Executive Officers of the Company) are husband and wife. Mr. Lorenzo Bertelli (Executive Director of the Company) is the son of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli.
APPOINTMENT OF THE BOARD MEMBERS
At the shareholders' general meeting of the Company held on May 27, 2021 (the "2021 AGM"), the Board (at the time consisting of nine Directors) was appointed for a term of three financial years. The mandate of the Board will lapse on the date of the shareholders' general meeting approving the financial statements of the Company for the year ending December 31, 2023. Two additional Independent Non-Executive Directors, Ms. Pamela Yvonne Culpepper and Ms. Anna Maria Rugarli, were appointed at the shareholders' general meeting of the Company held on January 28, 2022, and shall remain in charge for the remaining term of the current Board's mandate. Two Executive Directors, Mr. Andrea Bonini and Mr. Andrea Guerra, were appointed, respectively on November 8, 2022, and January 26, 2023, and - if confirmed by the forthcoming shareholders' general meeting - they shall remain in charge for the remaining term of the current Board's mandate. An Executive Director, Alessandra Cozzani, and a Non-Executive Director, Stefano Simontacchi, resigned, respectively, on September 30, 2022, and January 26, 2023.
Under the Company's By-laws, the Directors may be re-appointed.
CORPORATE GOVERNANCE FUNCTIONS OF THE BOARD
The Board is responsible for determining and supervising the implementation of the Company's corporate governance policies and ensuring its compliance with the provisions of the Code. The Board's role in this regard is:
(i) to develop and review the Company's policies and practices on corporate governance;
(ii) to review and monitor the training and continuous professional development of directors and senior management;
(iii) to review and monitor the Company's policies and practices regarding compliance with legal and regulatory requirements;
(iv) to develop, review and monitor the Code of Ethics, the Organisation, Management and Control Model (adopted pursuant to Italian Legislative
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Decree no. 231 of June 8, 2001) and the Company's procedures applicable to directors and employees;
(v) to review relevant Environmental, Social and Governance ("ESG") matters;
(vi) to review the Company's compliance with the Code and the disclosure of such in the Corporate Governance report; and
(vii) to perform any other corporate governance duties and functions set out by the Listing Rules or other applicable rules, for which the Board shall be responsible.
During the 2022 Year, the Board completed the following activities with respect to corporate governance matters:
(i) reviewed and approved continuing connected transactions of the Company;
(ii) reviewed the level of compliance with the Code;
(iii) reviewed the effectiveness of the internal control, risk management system and ESG performance of the Company through the Internal Audit Department, the Audit and Risk Committee and the Sustainability Committee;
(iv) reviewed and approved the Sustainability Report;
(v) approved the Group's main transactions, including corporate reorganisation plans;
(vi) adopted the new terms of reference of the Board and Board Committees and policies; and
(vii) appointed a new Executive Director in substitution of a resigned Executive Director, and granted powers to the same.
BOARD COMMITTEES
The Board has established the Audit and Risk Committee, the Remuneration Committee, the Nomination Committee and the Sustainability Committee, each chaired by an Independent Non-Executive Director, in compliance with the Code. The Terms of Reference and membership of the first three Board Committees are published on the websites of both the Company and the Stock Exchange. The Terms of Reference of the Board Committees are no less exacting than those set out in the Code. The Board Committees are provided with sufficient resources to discharge their duties and upon reasonable request, are able to seek independent professional advice in appropriate circumstances at the Company's expense.
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A. AUDIT AND RISK COMMITTEE
The Company has established an Audit and Risk Committee in compliance with Rule 3.21 of the Listing Rules, where at least one member possesses related financial management expertise to discharge the responsibility of the Audit and Risk Committee. The membership of the Audit and Risk Committee consists of three Independent Non-Executive Directors, namely Mr. Yoël Zaoui (Chairman), Ms. Marina Sylvia Caprotti and Mr. Maurizio Cereda. The primary duties of the Audit and Risk Committee are to assist the Board in providing an independent view on the independence, adequacy, effectiveness and efficiency of the internal audit function, Company's financial reporting process and its internal control and risk management system, to oversee the external audit process, the internal audit process and financial controls activity, to implement the Company's risk management functions, to assess the Company's business model and strategies, to examine the work plan of internal audit, to review the relationship with the external auditors by reference to the work performed by the external auditors, as well as their independence, fees and terms of engagement, and to perform any other duties and responsibilities assigned to it by the Board.
During the 2022 Year, the Audit and Risk committee held five meetings (with an attendance rate of 93.3%) mainly to review, with senior management, the Group's internal and external auditor and the Board of Statutory Auditors, the significant internal and external audit findings and financial matters as required under the Audit and Risk Committee's Terms of Reference and to make relevant recommendations to the Board. The Audit and Risk Committee's review covered the audit plan for the 2022 Year, the findings of both the internal and the external auditors, internal controls, risk assessment, annual review of the continuing connected transactions of the Group for 2021, tax and legal updates and the financial reporting matters (including the annual results for the year ended December 31, 2021, and the interim financial results as at June 30, 2022), before recommending them to the Board for approval.
The Audit and Risk Committee also held three meetings on January 25, 2023, February 27, and March 8, 2023, to examine and recommend to the Board the approval of the 2023 budget of the Group, to discuss the audit activities for the certification of the 2022 Year Separate Financial Statements and Annual Report of the Company presented by Deloitte & Touche S.p.A., to evaluate the methodology
applied to the impairment test, to discuss the status of the major pending litigations, including tax litigations, of the Group, to have an update on the internal audit and risk management activities, to present the 2023 Audit Plan and to review, for the Year 2022, the annual results, the Sustainability Report, the continuing connected transactions, and the Internal Audit Department and Audit and Risk Committee reports.
AUDITOR'S COMPENSATION
The total fees and expenses accrued in favor of Deloitte & Touche S.p.A. and its network for the audit of the financial statements for the 2022 Year and for the year ended December 31, 2021, together with non-audit services, are illustrated below (amounts in thousands of Euro):
| Type of service | Audit firm | Twelve months ended December 31, 2022 | Twelve months ended December 31, 2021 |
|---|---|---|---|
| Audit services | Deloitte & Touche S.p.A. | 475 | 508 |
| Total audit fees | 475 | 508 | |
| Other advisory services | Deloitte & Touche S.p.A. | 21 | 24 |
| Other advisory services | Deloitte Network | 353 | - |
| Total non-audit fees to Deloitte Network | 374 | 24 | |
| Total compensation to Deloitte Network | 849 | 532 |
B. REMUNERATION COMMITTEE
The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company's policy and structure for the remuneration package of Directors and senior management and the establishment of a formal and transparent procedure for developing policies on such remuneration. The recommendations of the Remuneration Committee are then submitted to the Board for consideration and adoption, where appropriate. The Remuneration Committee consists of two Independent Non-Executive Directors, Ms. Marina Sylvia Caprotti (Chairwoman) and Mr. Yoël Zaoui, and of the Executive Director and Chairman of the Board, Mr. Paolo Zannoni.
During the 2022 Year, the Remuneration Committee held two meetings (with an attendance rate of 100%) to recommend the remuneration of the Chairperson and members of the Sustainability Committee and the adoption of the new long-term incentive plan for the Directors and senior management for the three-year period 2022-2024.
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The Remuneration Committee also held two meetings on January 25, 2023, and on March 6, 2023, to review the remuneration of Mr. Paolo Zannoni, Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli, before recommending to the Board for approval, as well as to review the overall remuneration for the Board.
REMUNERATION POLICY
The Group's remuneration policy is aimed at attracting, rewarding and retaining its personnel, who is considered as the key to the success of the Group's business. This "Human Capital" is preserved through constant monitoring in order to maintain engagement with the Company and a remuneration policy that is in line with the market. To ensure the Company's ability to attract and retain talent, the Company's remuneration policy is built upon the principles of providing an equitable and market-competitive remuneration package that supports the performance culture and enable the achievement of strategic business goals.
The Group's remuneration policy is designed to reward and retain highly professional staff and skilled managers, new graduates and workers, with the certainty that the creation of value is achieved in the medium and long term through constant organisational learning and the consolidation of collaborators' experiences and skills.
The policy comprises fixed and variable, direct and deferred, components tailored for the relevant position and professional qualifications, and is consistent with the needs of the various geographical areas.
The Group has an incentive system that links compensation with the annual performance of the Group, taking into account the Group's objectives in net sales, as well as the objectives of each department.
The Group has adopted long-term cash incentive plans for executive directors, senior managers and key managers for retention purposes. Entitlement to benefits under such plans would vest in the eligible executive director, senior manager or key manager subject to the achievement by the Group of one or more economic objectives, as well as certain ESG targets, and his/her presence within the Group at the end of a three-year period.
Other incentive schemes specific to sales staff are also in place, and technicians of
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the Group may receive a collection bonus following the development of a seasonal collection.
The aggregate basic remuneration of the Board is approved by the shareholders in a general meeting. The additional remuneration of each Director vested with special authorities (that is, the Executive Directors and members of the Board Committees) is determined by the Board after having considered the recommendation of the Remuneration Committee and the opinion of the Board of Statutory Auditors.
Under the current remuneration package, the Executive Directors receive remuneration in the form of fees, salaries and other benefits, discretionary bonuses and/or other incentives, including non-monetary benefits and other allowances and contributions such as contributions to retirement benefits schemes. The Non-Executive Directors (including Independent Non-Executive Directors) receive remuneration in the form of fees and contributions to retirement benefits scheme, as the case may be. No Director is allowed to approve his/her own remuneration.
C. NOMINATION COMMITTEE
The primary duties of the Nomination Committee are to determine the policy for the nomination of Directors and to make recommendations to the Board for consideration and, where appropriate, adoption on the structure, size and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. The Nomination Committee comprised a majority of Independent Non-Executive Directors and chaired by an Independent Non-Executive Director, Mr. Maurizio Cereda, and consists of one Independent Non-Executive Director, Ms. Marina Sylvia Caprotti and one Executive Director, Mr. Lorenzo Bertelli.
During the 2022 Year, the Nomination Committee held three meetings (with an average attendance rate of 100%) to perform the annual review of both the independence of the Independent Non-Executive Directors as well as the structure, size and composition of the Board for the 2021 year, to recommend to the Board the establishment of the Sustainability Committee and the membership of the same, including the appointment of the Chairperson, as well as the adoption of the Terms of Reference of the same, the appointment of Mr. Andrea Bonini as Executive Director in replacement of Ms. Alessandra Cozzani, and to perform the annual review of the Board Diversity Policy of the Company.
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With a view to achieving a sustainable and balanced development, the Company has viewed diversity at the Board level as an essential element to attain its strategic objectives and its development. The Board diversity policy was adopted by the Board in September 2013 (the "Board Diversity Policy") and reviewed during the 2022 Year. According to the principles set out in the Board Diversity Policy, all Board members' appointments are based on merit and candidates are proposed and selected based on objective criteria, with due regard for diversity within the Board. Diversity in this sense encompasses a wide range of factors, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. The final selection is based on merit and the contribution, which the candidates can bring to the Board. The Nomination Committee has been delegated the overall responsibility for implementing and monitoring the implementation of the Board Diversity Policy. The Nomination Committee discusses any revisions that may be required to ensure the effectiveness of the Board Diversity Policy with access to independent external consultants and recommends any such revisions to the Board for its approval.
On March 15, 2019, the Board adopted the nomination policy for the Directors (the "Director Nomination Policy"), which provides guidance on the proposal for the appointment or re-appointment of the directors or to fill casual vacancies and sets out the processes and criteria for the nomination of a candidate for directorship in the Company. The Company adopted the Director Nomination Policy to regulate the nomination process of Directors, so as to ensure that all nominations of the Board members are made in a fair and transparent manner, in order to maintain an appropriate balance of skills, experience and diversity within the Board, that are relevant to the Company's strategy, governance and business, and which can contribute to the effectiveness and efficiency of the Board's management.
The Director Nomination Policy contains a number of factors for assessing the suitability of a proposed candidate, including the high ethical character and reputation for integrity, professional qualifications, skills, knowledge and experience, available time commitment, merit and potential contributions to the Board, as well as the independence criteria under the Listing Rules (where applicable), including the independence of long serving Independent Non-Executive Directors (where applicable).
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The Nomination Committee considers the candidates proposed by shareholders for new directorship or for re-election and make recommendations for the Board's consideration. The Board will then decide whether the proposed candidate shall be eligible to be appointed or re-appointed, as the case may be, as a director of the Company and will in turn recommend to shareholders to vote in favor of the relevant resolutions to be proposed at the shareholders general meeting of the Company.
The Nomination Committee also held two meetings on January 18, 2023, and on March 1, 2023, to recommend to the Board the appointment of Mr. Andrea Guerra as Executive Director in replacement of Mr. Stefano Simontacchi as Non-Executive Director, as well as to review the proposal for the appointment of the new Chairman of the Board, to verify the independence of the Independent Non-Executive Directors, the composition and the size of the Board for the Year 2022.
D. SUSTAINABILITY COMMITTEE
The Sustainability Committee comprises two Independent Non-Executive Directors, Ms. Pamela Yvonne Culpepper (Chairwoman) and Ms. Anna Maria Rugarli, and one Executive Director, Mr. Lorenzo Bertelli.
The Sustainability Committee assists and supports the Board with proposing and advisory functions in its assessments and decisions on sustainability, meaning the processes, initiatives and activities aimed at overseeing the Company's commitment to sustainable development along the value chain and strategy. Moreover, the Committee supports the preparation and review of non-financial reports, including the annual Sustainability Report, and communications concerning sustainability to be submitted to the Board for approval. The Directors' Report includes the governance of sustainability issues and how the Company approaches and manages the Group's material ESG topics.
During the 2022 Year, the Sustainability Committee held three meetings (with an average attendance rate of 100%) to appoint the Chairwoman, Ms. Pamela Yvonne Culpepper, to introduce the Group ESG strategy, to examine and discuss the Sustainability Report for the 2021 Year, to recommend to the Board the adoption of the Human Rights Policy and the new Ethic Code of the Group, to discuss the new requirements under the Listing Rules for the adoption of the Sustainability Report for the 2022 Year, and to discuss the results of the DE&I survey performed in Italy by the Company.
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2022 Separate Financial Statements - Corporate Governance
The Sustainability Committee also held one meeting on March 2, 2023, to provide updates on progresses and achievements in ESG, approve the Sustainability Report for the Year 2022, and the industrial roadmap for supporting sustainability in Group's operations.
BOARD OF STATUTORY AUDITORS
Under Italian law, a joint-stock company is required to have a board of statutory auditors, appointed by the shareholders for a term of three financial years, with the authority to supervise the Company on its compliance with the applicable laws, regulations, its By-laws, the principles of proper management and, in particular, on the adequacy and functioning of the organisational, administrative and accounting structure adopted by the Company.
At the shareholders' general meeting of the Company held on May 27, 2021, the Board of Statutory Auditors was appointed for a term of three financial years. The mandate of the current Board of Statutory Auditors will expire at the shareholders' general meeting to approve the financial statements of the Company for the year ending December 31, 2023.
The Board of Statutory Auditors of the Company consists of Mr. Antonino Parisi (Chairman), Mr. Roberto Spada and Mr. David Terracina. The alternate statutory auditors are Ms. Stefania Bettoni and Ms. Fioranna Negri.
CHANGE IN INFORMATION OF DIRECTORS DISCLOSED PURSUANT TO LISTING RULE 13.51B(1)
Pursuant to Rule 13.51B(1) of the Listing Rules, the change of director's information of the Company since the Company's 2022 Interim Report is as follows:
- With effect from January 1, 2023, the annual remuneration of Mr. Paolo Zannoni has increased to a fixed amount of Euro 2,000,000 gross per year, including fees as a member of the Board, plus a variable amount of 0.25 percent of the Group's consolidated profit before income tax, recorded in the financial year ending December 31, 2023.
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DIRECTORS' RESPONSIBILITY AND AUDITORS' RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The Directors are responsible for preparing the Consolidated Financial Statements of the Company for the 2022 Year to ensure such Consolidated Financial Statements give a true and fair view of the state of affairs of the Group. In preparing these Consolidated Financial Statements, the Directors have selected suitable accounting policies and made prudent and reasonable judgments and estimates. The Consolidated Financial Statements have been prepared on a going concern basis and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as adopted by the European Union.
In addition, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, training program and budget of the Company's accounting and financial reporting function during the 2022 Year.
With respect to the auditor of the Company, its responsibilities are stated in the auditor's reports on the Consolidated Financial Statements.
INTERNAL CONTROL AND RISK MANAGEMENT
The Group's internal control system has mainly been designed to safeguard the assets of the Group, to maintain proper accounting standards, to ensure that appropriate authority has been given for the performance of acts by the Company, and to comply with the relevant laws and regulations. The Group has adopted a strict Anti-Corruption Policy and Anti Transactions Policy to support anti-corruption laws and regulations and monitoring the independence of external auditors.
To better control its activities in achieving the established objectives, the Group has adopted procedures to identify, evaluate and manage the specific risks arising out of the continuous changes which affect the Group's operations and the regulatory framework to which it is subject.
During the 2022 Year, the Board adopted a Whistleblowing Policy which provides reporting channels and guidance for employees and other parties who deal with the Group (e.g. contractors and suppliers, etc.) to report possible improprieties in matters of financial reporting or other matters. The Whistleblowing Policy and the Anti-Corruption Policy are available on the Company's website.
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The Board places great importance on maintaining a sound and effective internal control and risk management system to safeguard the shareholders' investment and the Company's assets.
The Board has acknowledged its responsibility for the internal control and risk management system - including financial, operational and compliance controls functions - and for the ongoing monitoring and review of its effectiveness. Such system is designed to manage rather than eliminate risks and is aimed at providing reasonable and not absolute assurance against material misstatement or loss.
The management, with the support of the Internal Audit Department, has the responsibility, as delegated by the Board, to identify, evaluate and manage the risk factors that may affect the Group's operations and to resolve any material internal control defects that arise.
In particular, during the 2022 Year the Internal Audit Department assessed the Company's activities and controls to mitigate the health and safety risk at work as well as the risk of data breach and Cyber attack.
The Internal Audit Department provides an independent review of the adequacy and effectiveness of the internal control and risk management system. The audit plan is discussed and agreed every year by the Audit and Risk committee before being submitted to the Board for approval. In addition to its agreed annual schedule of work, the Internal Audit Department conducts other special reviews as required. The risk assessment documents are periodically updated by the Internal Audit Department with the support of the management, then reviewed by the Audit and Risk Committee and submitted to the Board for approval.
The Board has received specific confirmation from the relevant management personnel of the Company on the effectiveness of the Group's internal control and risk management system throughout the 2022 Year.
During the 2022 Year, no significant control failings or weaknesses were identified.
The Board, with the support from the Audit and Risk Committee, has been reviewing the internal control and risk management system of the Group on an ongoing basis (with the same frequency as regular Board meetings were held) and is generally satisfied
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that the internal control and the risk management system has functioned effectively and has been adequate for the Group as a whole, throughout the 2022 Year.
Moreover, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, training program and budget of the Company's internal audit and risk management function during the 2022 Year.
"ORGANISMO DI VIGILANZA"
In compliance with Italian Legislative Decree no. 231 of June 8, 2001 (the "Decree"), the Company established an "Organismo di Vigilanza" whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company's Organisation, Management and Control Model, adopted by the Company pursuant to the Decree. The "Organismo di Vigilanza" has three members appointed by the Board and selected among qualified and experienced individuals. The "Organismo di Vigilanza" consists of Ms. Stefania Chiaruttini (Chairwoman), Mr. Yoël Zaoui, Independent Non-Executive Director, and Mr. Roberto Spada, Statutory Auditor, who was appointed by the Board on the meeting held on May 3, 2022.
INSIDE INFORMATION
The Company handles and disseminates inside information in accordance with the requirements of the Securities and Futures Ordinance and the Listing Rules.
With regard to the procedures and internal controls for the handling and dissemination of inside information, the Company:
- has adopted certain policies to ensure potential inside information is identified and confidentiality is maintained until timely and proper disclosure is made (the "Policy on Inside Information");
- has made available on the Company's intranet the Policy on Inside Information in order to ensure immediate access to it by the entire Group's staff;
- has included in the procedures governing Directors and relevant employees a prohibition on dealing in the Company's shares whilst in possession of inside information; and
- has authorised only the Executive Directors and a few selected members of the management to act as spokespersons and respond to external enquiries.
In addition, the Board has established an Inside Information Committee, which
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comprises the Chairman (Mr. Paolo Zannoni), the Executive Director and former Chief Executive Officer (Mr. Patrizio Bertelli) and the Executive Director (Mr. Lorenzo Bertelli). The Inside Information Committee has been delegated with the power to assess, if necessary any potential inside information, and to keep all other Directors timely informed about its decisions.
COMPANY SECRETARY
The Company has appointed Ms. Stefania Cane and Ms. Yuen Ying Kwai as joint company secretaries. Ms. Cane ceased to serve as the joint company secretary with effect from June 30, 2022 and Ms. Yuen Ying Kwai continues her role as the sole company secretary with effect from June 30, 2022. During the 2022 Year, Ms. Yuen Ying Kwai undertook over 15 hours of relevant professional training to update her skills and knowledge. Her biography is set out in the Directors and Senior Management section of the Annual Report.
SHAREHOLDERS' RIGHTS
A. CONVENING OF SHAREHOLDERS' GENERAL MEETING AT SHAREHOLDERS' REQUEST
Pursuant to Article 14.2 of the Company's By-Laws, a shareholders' general meeting has to be called by the Board when requested by shareholders representing at least one-twentieth of the Company's share capital, provided that the request mentions the item(s) to be discussed at the meeting. If there is an unjustified delay in calling the meeting by the Board, action will be taken by the Board of Statutory Auditors.
B. PUTTING FORWARD PROPOSALS AT SHAREHOLDERS' GENERAL MEETING
Pursuant to Article 14.5 of the Company's By-Laws, shareholders who, individually or jointly, own or control at least one-fortieth of the Company's share capital may request in writing for additions to be made to the list of items on the agenda, within ten days from the notice of call for a shareholders' general meeting, by setting out the proposed additions. The proposals should be directed to the Company by email at [email protected].
C. MAKING AN ENQUIRY TO THE BOARD
Enquiries about matters to be put forward to the Board should be directed to the Company by email at [email protected]. The Company will not normally deal with verbal or anonymous enquiries.
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2022 Separate Financial Statements - Corporate Governance
D. PROCEDURES FOR SHAREHOLDERS' TO PROPOSE A PERSON FOR ELECTION AS DIRECTOR
The procedures for a shareholder to nominate a person for election as a Director of the Company are set out in Articles 19.3 and 19.4 of the Company's By-laws, details of which have been disclosed in the Company's announcement dated March 30, 2012.
CONSTITUTIONAL DOCUMENTS
During the 2022 year, there was no change to the By-laws of the Company. A copy of the By-laws is available for viewing on the websites of the Company and the Hong Kong Stock Exchange.
COMMUNICATION WITH SHAREHOLDERS
A. DIVIDEND POLICY
On March 15, 2019, the Board formalised and adopted a Dividend Policy to set out the framework that the Company has put in place in relation to dividend payouts to shareholders. The Company aims to provide its shareholders a sustainable dividend stream, taking into account financial results, cash flow situation, working capital requirements, capital expenditures, investment requirements, future operations and earnings, business conditions and strategies, interests of shareholders and any statutory or regulatory restrictions (including under Italian law and the Company's By-laws) on payment of dividends.
The Board reviews the Dividend Policy from time to time and may adopt changes, as appropriate, to ensure the effectiveness of the Dividend Policy.
At the 2022 AGM, the shareholders approved the distribution of a final dividend of Euro 0.07 per share for the financial year ended December 31, 2021, representing a total dividend of Euro 179,117,680, which was paid on May 27, 2022.
B. INVESTOR RELATIONS AND COMMUNICATIONS
The Company endeavors to maintain a high level of transparency when communicating with the shareholders and the financial community in general. The Company has maintained a regular dialogue with and fair disclosure to institutional shareholders, fund managers, research analysts and the finance media. Investor/ analysts briefings and one-to-one meetings, investor conferences and results briefings are
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conducted on a regular basis in order to facilitate communication between the Company, shareholders and the investment community. The Company strives to ensure effective and timely dissemination of information to shareholders and the investment community at all times and will regularly review the arrangements to ensure its effectiveness.
The Company's corporate website (www.pradagroup.com) facilitates effective communications with shareholders, investors and other stakeholders, making corporate information and other relevant financial and non-financial information available electronically and on a timely basis. This includes extensive information about the Group's performance and activities via the annual report, interim report, social responsibility report, press releases, presentations, announcements, circulars to shareholders and notices of general meetings, etc. The Board had adopted a Shareholders Communication Policy and is subject to review annually to ensure the effectiveness and implementation of the Shareholders Communication Policy.
C. SHAREHOLDERS' MEETINGS
The Company strives to maintain an on-going dialogue with its shareholders. Shareholders are encouraged to participate in general meetings either in person or through appointed proxies to attend and vote at meetings for and on their behalf if they are unable to attend such meetings. The process of the Company's general meeting is monitored and reviewed on a regular basis.
The Company uses the shareholders' general meeting as one of the main channels for communicating with the shareholders and to ensure that shareholders' views are communicated to the Board. At the shareholders' general meeting, each substantially separate issue is proposed and considered by a separate resolution (including the election of individual directors).
The Company held a shareholders' general meeting on January 28, 2022 to appoint two additional Independent Non-Executive Directors (the "2022 SGM").
In light of the continuing risks posed by the Covid-19 pandemic, to ensure the health and well-being of the shareholders' meetings attendees, both the SGM 2022 and the shareholders' general meeting of the Company held on April 28, 2022 (the "2022 AGM") were held by way of electronic means only. The Directors, including
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the Chairman of the Board, the Chairman of the Board Committees, the Company Secretary, the auditor of the Company, Deloitte & Touche S.p.A., the statutory auditors and the scrutineer, attended the 2022 AGM.
All resolutions submitted to the shareholders at the 2022 SGM and 2022 AGM were duly passed and the voting results of such resolutions were disclosed in the announcements of the Company dated January 28, 2022 and April 28, 2022 respectively. Computershare Hong Kong Investor Services Limited, the Company's Hong Kong share registrar, acted as scrutineer for the vote taking at the 2022 SGM and 2022 AGM.
D. CORPORATE COMMUNICATIONS
In order to increase the efficiency in communication with shareholders and to contribute to environmental protection, the Company has made arrangements from September 2011 to ascertain how its shareholders wish to receive corporate communications. Shareholders have the right to choose the language, either in English or Chinese (or both), and the means of receipt of the corporate communications, either in printed form or by electronic means through the Company's website at www.pradagroup.com.
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FINANCIAL STATEMENTS
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43
STATEMENT OF FINANCIAL POSITION
| (amounts in Euro) | Note | December 31 2022 | December 31 2021 |
|---|---|---|---|
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | 1 | 520,887,937 | 396,777,137 |
| Trade receivables, net | 2 | 929,698,529 | 683,087,212 |
| Inventories, net | 3 | 301,565,448 | 269,946,903 |
| Derivative financial instruments - current | 4 | 22,483,293 | 3,057,552 |
| Financial and other receivables from, and advance payments to, parent company, subsidiaries, associates and related parties - current | 5 | 261,736,035 | 415,145,594 |
| Other current assets | 6 | 119,246,342 | 95,509,379 |
| Total current Assets | 2,155,617,584 | 1,863,523,777 | |
| Non-current Assets | |||
| Property, plant and equipment | 7 | 796,668,578 | 788,786,160 |
| Intangible assets | 8 | 226,335,195 | 205,587,499 |
| Right of use assets | 9 | 337,102,307 | 343,835,070 |
| Investments | 10 | 797,146,105 | 907,468,056 |
| Deferred tax assets | 27 | 53,705,038 | 43,324,128 |
| Other non-current assets | 11 | 72,539,164 | 70,303,773 |
| Derivative financial instruments - non current | 4 | 5,812,424 | 3,518,203 |
| Financial and other receivables from, and advance payments to, parent company, subsidiaries, associates and related parties | 5 | 186,300,554 | 72,524,683 |
| Total non-current Assets | 2,475,609,365 | 2,435,347,573 | |
| Total Assets | 4,631,226,949 | 4,298,871,350 | |
| Liabilities and Shareholders' equity | |||
| Current Liabilities | |||
| Short-term financial payables and bank overdrafts | 13 | 90,541,465 | 171,973,113 |
| Financial and other payables due to parent company, subsidiaries, associates and to related parties - current | 14 | 112,570,510 | 85,999,785 |
| Trade payables | 15 | 548,025,691 | 635,780,571 |
| Tax payables | 16 | 208,434,677 | 84,781,096 |
| Derivative financial instruments - current | 4 | 12,317,620 | 29,682,695 |
| Other current liabilities | 17 | 218,668,767 | 145,298,070 |
| Short-term Lease Liability | 12 | 51,085,028 | 50,507,192 |
| Total current Liabilities | 1,241,643,758 | 1,204,022,522 | |
| Non-current Liabilities | |||
| Long-term financial payables | 18 | 351,199,645 | 441,013,186 |
| Long-term employee benefits | 19 | 38,176,502 | 39,810,559 |
| Provision for risk and charges | 20 | 3,376,157 | 16,050,608 |
| Deferred tax liabilities | 27 | 5,054,017 | 1,959,678 |
| Other non-current liabilities | 21 | 107,686,762 | 116,660,658 |
| Derivative financial liabilities - non current | 4 | 1,712,599 | 4,785,772 |
| Financial and other payables to parent company, subsidiaries, associates and related parties | 14 | 13,877,911 | - |
| Long-term Lease Liability | 12 | 305,073,119 | 312,766,721 |
| Total non-current Liabilities | 826,156,712 | 933,047,182 | |
| Total Liabilities | 2,067,800,470 | 2,137,069,704 | |
| Share capital | 255,882,400 | 255,882,400 | |
| Total other reserves | 1,735,860,904 | 1,595,269,500 | |
| Net income/(loss) of the year | 571,683,175 | 310,649,746 | |
| Shareholders' equity | 22 | 2,563,426,479 | 2,161,801,646 |
| Total Liabilities and Shareholders' equity | 4,631,226,949 | 4,298,871,350 |
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STATEMENT OF PROFIT OR LOSS
| (amounts in Euro) | Note | December 31 2022 | December 31 2021 |
|---|---|---|---|
| Net Revenues | 23 | 2,509,323,626 | 1,854,692,127 |
| Cost of goods sold | 24 | (829,231,108) | (719,202,091) |
| Gross Margin | 1,680,092,518 | 1,135,490,036 | |
| Operating expenses | 25 | (711,350,249) | (675,067,012) |
| EBIT | 968,742,269 | 460,423,024 | |
| Interest and other financial expenses, net | 26 | (155,333,147) | (45,679,287) |
| Interest income/(expenses) on lease liabilities | 26 | (4,125,102) | (3,419,675) |
| Dividends from investments | 26 | 49,593,724 | 23,784,956 |
| Total financial income/(expenses) | (109,864,525) | (25,314,006) | |
| Income /(loss) before taxation | 858,877,744 | 435,109,018 | |
| Taxation | 27 | (287,194,569) | (124,459,272) |
| Net income/(loss) of the year | 571,683,175 | 310,649,746 |
STATEMENT OF COMPREHENSIVE INCOME
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Net income/(loss) for the period | 571,683 | 310,650 |
| Items recyclable to P&L: | ||
| Change in Cash Flow Hedge reserve | 27,199 | (17,695) |
| Tax impact | (6,528) | 4,247 |
| Change in Cash Flow Hedge reserve less Tax Impact | 20,671 | (13,448) |
| Items not recyclable to P&L: | ||
| Change in Fair Value reserve | 588 | 845 |
| Tax impact | - | - |
| Change in Fair Value reserve less Tax Impact | 588 | 845 |
| Change in Actuarial reserve | 2,730 | 634 |
| Tax impact | (655) | (152) |
| Change in Actuarial reserve less Tax Impact | 2,075 | 482 |
| Total Comprehensive income/(loss) | 595,017 | 298,529 |
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45
STATEMENT OF CASH FLOWS
| (amounts in thousands of Euro) | ||
|---|---|---|
| December 31 2022 | December 31 2021 | |
| Income/(loss) before taxation | 858,878 | 435,109 |
| Profit or loss adjustments | ||
| Depreciation of Right of Use assets | 50,812 | 48,354 |
| Depreciation and amortisation of property, plant and equipment and intangible assets | 76,377 | 71,479 |
| Impairment of fixed assets | 120 | 1,030 |
| Losses/(gains) on disposal of fixed assets | 256 | (18) |
| Impairment of investments | 146,406 | 39,216 |
| Interest expenses on Lease liabilities, net | 4,125 | 3,420 |
| Non-monetary financial income (expenses) | (58,976) | (27,321) |
| Provisions and other non-monetary charges | 45,875 | 31,278 |
| Balance sheet changes | ||
| Trade receivables, net | (254,823) | (162,624) |
| Inventories, net | (37,039) | 13,663 |
| Trade payables | (87,755) | 1,138 |
| Other current assets and liabilities | (2,036) | 4,628 |
| Other non-current assets and liabilities | (16,720) | (6,010) |
| Cash flows generated by operating activities | 725,500 | 453,342 |
| Net interests received/(paid), including interest paid of Lease liabilities | 5,363 | (1,714) |
| Taxes paid | (183,079) | 8,560 |
| Net cash flows from operating activities | 547,784 | 460,187 |
| Purchase of tangible and intangible assets | (88,904) | (74,901) |
| Cash from real estate sale to related party | 18,000 | 20,000 |
| Investments in subsidiaries and affiliated companies | (32,956) | (92,826) |
| Financial investments | - | 76,363 |
| Dividends received | 49,594 | 23,785 |
| Net cash flows (used)/generated by investing activities | (54,266) | (47,579) |
| Dividends paid | (179,118) | (89,559) |
| Change in short-term bank loans | - | - |
| Change in short-term intercompany loans | 45,068 | (4,447) |
| Repayment of loans from subsidiaries | 23,471 | 23,537 |
| Repayment of Lease liabilities, net | (54,799) | (56,132) |
| (Disbursement) of loans to subsidiaries | (31,983) | (42,640) |
| Repayment of short-term portion of long-term bank loans | (172,044) | (189,889) |
| New long-term borrowings arranged | - | 240,000 |
| Cash flow generated/(used) by financing activities | (369,405) | (119,130) |
| Change in cash and cash equivalents net of bank overdraft | 124,113 | 293,478 |
| Opening cash and cash equivalents, net of bank overdraft | 396,771 | 103,293 |
| Closing cash and cash equivalents, net of bank overdraft | 520,884 | 396,771 |
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STATEMENT OF CHANGES IN EQUITY
(AMOUNTS IN THOUSANDS OF EURO, EXCEPT NUMBER OF SHARES)
| (amounts in thousands of Euro) | Number of shares | Share capital | Share premium reserve | Legal reserve | Other reserves | Retained earnings | Cash flow hedge reserve | Fair value reserve | Net profit (loss) for the year | Total shareholder's equity |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2020 | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 234,075 | 1,028,031 | 704 | (25,188) | (16,176) | 1,938,552 |
| Net result Allocation | - | - | - | - | (16,176) | - | - | 16,176 | - | |
| Other movements | - | - | - | - | 929 | - | 13,351 | - | 14,280 | |
| Dividends paid | - | - | - | (51,176) | (38,382) | - | - | - | (89,558) | |
| Comprehensive income for the year (recyclable to P&L) | - | - | - | - | - | (13,448) | - | 310,650 | 297,202 | |
| Comprehensive income for the year (not recyclable to P&L) | - | - | - | - | 482 | - | 845 | - | 1,327 | |
| Balance at December 31, 2021 | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 182,899 | 974,884 | (12,744) | (10,992) | 310,650 | 2,161,802 |
| Net result Allocation | - | - | - | - | 310,650 | - | - | (310,650) | - | |
| Other movements | - | - | - | - | (14,275) | - | - | - | (14,275) | |
| Dividends paid | - | - | - | - | (179,118) | - | - | - | (179,118) | |
| Comprehensive income for the year (recyclable to P&L) | - | - | - | - | - | 20,671 | - | 571,683 | 592,354 | |
| Comprehensive income for the year (not recyclable to P&L) | - | - | - | - | 2,075 | - | 588 | - | 2,663 | |
| Balance at December 31, 2022 | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 182,899 | 1,094,216 | 7,927 | (10,404) | 571,683 | 2,563,426 |
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47
الخارجية، ومن ثم فإننا نريد أن نكون في حالة من الخسارة، فبمجرد أن نكون في حالة من الخسارة، نكون في حالة من الخسارة، فبمجرد أن نكون في حالة الخسارة، نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة،
NOTES TO THE FINANCIAL STATEMENTS
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49
COMPANY INFORMATION
Prada spa is a joint-stock company, registered and domiciled in Italy. Its headquarters are in Via A. Fogazzaro 28, Milan, Italy. As of December 31, 2022, approximately 79.98% of PRADA spa's share capital was owned by PRADA Holding spa, an Italian company, and the remainder was listed on the Main Board of the Hong Kong Stock Exchange. The ultimate indirect shareholders of PRADA Holding spa are Patrizio Bertelli and the Prada family.
The Company is not subject to the management and control of any other companies or entities, noted in accordance with the disclosure requirements of Italian Civil Code Article Art. 2497 et seq.
The Financial Statements were approved by the Board of Directors on March 9, 2023.
1. BASIS OF PRESENTATION
The Financial Statements comprising the Statement of financial position, Statement of profit or loss, Statement of comprehensive income, Statement of cash flows, Statement of changes in equity and Notes to the financial statements as at December 31, 2022, are prepared in compliance with International Financial Reporting Standards (IAS/IFRS) and related interpretations (SIC/IFRIC) as approved by the European Commission and enforced at the reporting date.
The Financial Statements have been prepared on a going concern basis.
NEW IFRS AND AMENDMENTS TO IFRS
Amendments to existing standards issued by the International Accounting Standard Board ("IASB"), endorsed by the European Union and applicable to Prada Spa from January 1, 2022.
| Amendments to existing standards | Effective date for Prada spa | EU endorsement dates |
|---|---|---|
| IFRS 3 Business Combinations | January 1, 2022 | Endorsed in June 2021 |
| IAS 16 Property, Plant and Equipment | January 1, 2022 | Endorsed in June 2021 |
| IAS 37 Provisions, Contingent Liabilities and Contingent Assets | January 1, 2022 | Endorsed in June 2021 |
| Annual Improvements 2018-2020 | January 1, 2022 | Endorsed in June 2021 |
The introduction of these amendments did not have any effect on these Financial Statements.
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Amendments to existing standards issued by the IASB, endorsed by the European Union, but not yet applicable to Prada Spa because they are effective for annual periods beginning on or after January 1, 2023.
| Amendments to existing standards | Effective date for Prada spa | EU endorsement status |
|---|---|---|
| IFRS 17 Insurance contracts | January 1, 2023 | Endorsed in November 2021 |
| Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies | January 1, 2023 | Endorsed in March 2022 |
| Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates | January 1, 2023 | Endorsed in March 2022 |
| Amendments to IAS 12 Income taxes: deferred tax related to assets and liabilities arising from a single transaction | January 1, 2023 | Endorsed in August 2022 |
| Amendments to IFRS 17 Insurance contracts: Initial application of IFRS 17 and IFRS 9 - Comparative information (issued on 9 December 2021) | January 1, 2023 | Endorsed in September 2022 |
New standards and amendments issued by the IASB, but not yet endorsed by the European Union at December 31, 2022.
| Amendments to existing standards | Effective date for Prada spa | EU endorsement status |
|---|---|---|
| Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current - Deferral of Effective Date - Non-current Liabilities with Covenants | January 1, 2024 | Not endorsed yet |
| Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022) | January 1, 2024 | Not endorsed yet |
At the date of the Financial Statements, the Directors had not yet completed the analysis necessary to assess the impacts of the new standards and interpretations not yet applicable to the Company, in terms of both those already endorsed by the European Union and those undergoing the endorsement process.
FINANCIAL STATEMENTS
The Company has prepared the Statement of financial position classifying separately current and non-current assets and liabilities. The Notes contain more detailed information with further breakdowns of the items reported in the Statement of Financial Position.
The Profit or Loss is classified by function.
Cash flow information is reported in the Statement of cash flows which forms an integral part of the Financial Statements.
The accounting policies and the notes are an integral part of the Financial Statements.
Every item in the Statement of financial position, Statement of profit or loss, Statement of cash flows and Statement of changes in equity is detailed in the Notes to the financial statements.
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MAIN ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are carried in the statement of financial position at nominal value. Cash equivalents include all highly liquid investments with a short-term maturity.
For the purposes of the cash flow statement only, cash and cash equivalents comprise cash on hand, bank accounts, deposit accounts. In the statement of financial position, bank overdrafts and current portions of payables to banks for medium and long-term loans are included in Bank overdrafts and short-term loans.
TRADE RECEIVABLES AND PAYABLES
Trade receivables are recognised at their nominal value net of the bad debt provision determined on the basis of the requirements set by IFRS 9. According to this standard, receivables are written off following the application of the "expected loss" impairment method together with, if necessary, further impairments recognised upon specific doubtful conditions on the single credit positions.
Trade payables are recorded at nominal amount.
Transactions denominated in foreign currencies are recorded at the exchange rate as at the date of the transaction. At the reporting date, transactions denominated in foreign currencies are translated using the exchange rate as at the reporting date. Gains and losses arising from the translation are reflected in the profit or loss.
The transfer of a financial asset to third parties implies its derecognition from the statement of financial position only if all risks and rewards connected with the financial asset are substantially transferred. Risks and rewards are considered transferred when exposure to variability in the present value of future net cash flows associated with the asset changes significantly as a result of the transfer.
INVENTORIES
Raw materials, work in progress and finished products are recorded at the lower of acquisition cost or production cost and net realisable value. Cost comprises direct production costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Acquisition or production
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cost is determined on a weighted average basis.
Provisions, adjusting the value of the inventories, are made for slow moving, obsolete inventories or if, in the end, the estimated selling price or realisable value is reasonably expected to be lower than the cost.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments that hedge interest rate risk and exchange rate risk exposure are recognised based on hedge accounting rules.
Hedging contracts are designated as cash flow hedges. Hedge accounting treatment is allowed if derivative financial instruments are designated as a hedge of the exposure to changes in future cash flows of a recognised asset or liability or a highly probable transaction and which could affect profit or loss. In this case, the effective portion of the gain or loss on the hedging instrument is recognised in shareholders' equity. Accumulated gains or losses are reversed from shareholders' equity and recognised in the profit or loss for the period in which the profit or loss effect of the hedged operation is recognised.
Any gain or loss on a hedging instrument (or portion thereof) which is no longer effective as a cash flow hedge is immediately recognised in the profit or loss. If the hedged transaction is no longer expected to take place, any related cumulative gain or loss outstanding in equity will be recognised in the profit or loss.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at purchase cost or production cost, including any charges directly attributable. They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets and any impairment losses.
Ordinary maintenance expenses are charged in full to profit or loss for the year they are incurred. Extraordinary maintenance expenses are capitalised if they increase the value or useful life of the related asset.
The costs included under leasehold improvements relate to refurbishment work carried out on premises, mainly commercial, not owned by the Company.
All costs incurred during the period between the start of refurbishment work and the opening of the store are capitalised as leasehold improvements, as they
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are deemed necessary to bring the related assets to their working condition in accordance with company guidelines. The relevant construction or refurbishment period ranges from six to eighteen months depending on the type of store/work. Depreciation methods, useful lives and net book values are reviewed annually. The depreciation rates representing the useful lives are listed below:
| Category of Property, Plant and Machinery | Depreciation rate or period |
|---|---|
| Land | not depreciated |
| Buildings | 2.5% - 10% |
| Production plant and equipment | 4% - 25% |
| Improvements to leased retail premises | shorter of useful life and lease term (*) |
| Improvements to leased industrial and corporate premises | shorter of useful life and lease term (*) |
| Furniture and fixture retail | shorter of useful life and lease term (*) |
| Furniture and fixture corporate | 7% - 25% |
| Other tangible fixed assets | 4% - 50% |
| (*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain |
When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements and any gains or losses are recognised in the profit or loss.
If the term of a rental agreement is terminated in advance with respect to the original lease term, the residual useful life of property, plant and equipment allocated on it is adjusted consistently.
The value of land is stated separately from the value of buildings. Depreciation is only charged on the value of buildings.
Every year-end, a valuation aimed at monitoring indications of impairment over the value of property, plant and equipment is performed. If any such indications are found, an impairment test is used to estimate the recoverable amount of the asset. The impairment loss is determined by comparing the carrying value of the asset with its recoverable value, which means the higher of the fair value of the asset less costs to sell and its value in use.
Fair value is determined based on the best information available to reflect the amount that could be obtained from the disposal of the asset at the reporting date.
Value in use is an estimate of the present value of future cash flows expected to derive from the asset tested for impairment. Impairment losses are recorded immediately in the profit or loss.
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2022 Separate Financial Statements - Notes to the Financial Statements
INTANGIBLE ASSETS
Only identifiable assets, controlled by the company and capable of producing future economic benefits are included in intangible assets.
Intangible assets include licenses, store lease acquisition costs, software, development costs and goodwill.
Store lease acquisition costs (or key money) represent expenditures incurred to enter into or take over retail store lease agreements. When the lease contracts fall under the application of IFRS 16 Leases, the store lease acquisition is included within the initial direct costs that contribute to the formation of the Right of Use assets. Otherwise, the store lease acquisition is an intangible assets.
Software refers to Information Technology development projects and includes all internal and external costs incurred to bring the asset into use. IT projects include costs incurred to acquire licenses as well as the cost of development and installation. Software is capitalised on condition that it is identifiable, reliably measurable and if it is probable that the asset will generate future economic benefits.
Intangible assets with a definite useful life are amortised on a straight-line basis at the following rates:
| Category of intangible assets | Amortization rate or period |
|---|---|
| Store lease acquisition costs | shorter of useful life and lease term (*) |
| Software | 10% - 33% |
| Development costs and other intangible assets | 10% - 33% |
| (*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain |
All business combinations included within the scope of IFRS 3 are recorded using the acquisition method whereby identifiable assets, liabilities and potential liabilities of the acquired business, which satisfy recognition requirements, are measured at their acquisition-date fair value.
The difference between the cost of the business combination and the interest acquired in the net fair value of identifiable assets, liabilities and potential liabilities is recorded as goodwill.
Transactions representing a business combination under common control do not fall within the scope of IFRS 3 ("Business Combinations") and are accounted for by
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2022 Separate Financial Statements - Notes to the Financial Statements
applying the carryover method.
Goodwill, as an asset that produces future economic benefits but which is not individually identified and separately measured, is initially recognised at cost.
Goodwill is not amortised but tested for impairment every year to check if its value has been impaired. If specific events or altered circumstances indicate the possibility that goodwill has been impaired, the impairment test is performed more frequently.
An impairment loss recorded for goodwill is never reversed in subsequent years.
RIGHT OF USE ASSETS AND LEASE LIABILITY
Right of Use of leased assets and Lease Liabilities are regulated by IFRS 16 Leases which apply to all lease contracts that provide for the payment of fixed rents, including those indexed and those that set a guaranteed minimum.
The Company recognise the Right of use assets and the lease liability at the commencement date of the lease and based on the lease term.
The identification of a lease term is very important, especially in the field of real estate, because the form, legislation and common business practice can vary considerably from one jurisdiction to another. The Company determines the lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to terminate the lease under the control of the Company. The management evaluates the exercise of the option if it's considered "reasonably certain" based on several factors and circumstances that create an incentive for the lessee to exercise, or not to exercise the option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option.
The lease term begins on the 'commencement date' of the lease. This is defined as the date on which the lessor makes an underlying asset available for use by a lessee. It is the date on which the lessee initially recognises and measures Right of Use assets and lease liabilities.
The commencement date is not necessarily the date on which start the depreciation of the Right of Use. For retail premises, the asset leased is ready for use when works on premises are completed and, therefore the depreciation of Right of Use
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2022 Separate Financial Statements - Notes to the Financial Statements
shall begin after the completion of works necessary to bring a store to its working condition according to the management instructions.
The Right of use assets is measured at cost, identified as the initial measurement of the lease liability, increased by any initial direct costs incurred by the lessee (key money, legal fees, agent fees or other fees paid to enter in the agreement) or by any dismantling cost necessary to bring back the premises to its original condition. The Right of use Assets is depreciated over the Lease term.
The lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using an incremental borrowing rate. The profit or loss caption "interest expenses IFRS 16" represent the adjustment of the present value of the lease liability. Since most leases stipulated by the Company do not have an interest rate implicit in the lease, the discount rate applicable to future lease payments was determined as the Italian risk-free rate, with payment dates based on the terms of the specific lease, increased by the Company's credit spread.
A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification is defined as "the date when both parties agree to a lease modification". When this occur, the Right of use and the lease liability are updated accordingly. If a lease is terminated before the original lease term date defined at the commencement date, both Right of Use assets and the lease liability are remeasured, impacting also the profit of loss statement.
In addition, the options for the extension and early termination of the lease agreements are re-evaluated and re-considered when a significant event or a change occurs in the circumstances that are under the control of the Group and this will influence the assessment of the reasonable certainty of the exercise options.
Low value contracts (the price of the asset, when new and recognised on a single component basis approach, is less than Euro 5,000) and leases whose lease term is shorter than 12 months are not in the scope of "IFRS 16 Leases", so they are recognised through profit or loss on a straight-line basis over the lease term. Purely variable rent, typically linked to sales without a guaranteed minimum, are
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2022 Separate Financial Statements - Notes to the Financial Statements
excluded too from the scope of application of such standard.
Based on the practical expedient set by the "Amendment to IFRS16: Covid-Related Rent Concession", a lessee is not required to assess whether the Covid-related rent reductions obtained by the lessors are lease modifications. Therefore, the lessee can book such rent reduction as if they were not lease modifications, thus recognizing the entire economic benefit of such discounts immediately through profit or loss. Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:
- any rent reduction affects only payments originally due on or before June 30, 2022;
- there is no substantive change to the other terms and conditions of the lease;
- the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change.
A lessee is expected to make judgement about whether other changes are substantive based on its understanding of those changes and based on how they were historically managed by the Company. As a result, in the Company's view a modification of the contract such as a renewal or the extension of the lease term is to be considered substantive only when it is not consistent with the usual practices applied by the Company and in the industry as a whole.
IMPAIRMENT OF ASSETS
IAS 36 requires an impairment test to be performed on property, plant and equipment, intangible assets and investments whenever there is an indication of impairment.
Goodwill and other intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment at least once a year.
When the carrying amount of these assets exceeds their recoverable amount, it is reduced accordingly and the impairment is recognised in the profit or loss.
The recoverable amount of the asset is calculated as the higher of its fair value less costs of disposal (where there is an active market) and its value in use.
Value in use is determined by discounting cash flows expected to arise from the use of the asset or Cash Generating Unit, as well as from the cash flow expected
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2022 Separate Financial Statements - Notes to the Financial Statements
to arise from its disposal at the end of its useful life.
Cash flow projections are based on budgets and forecasts and on long-term plans (generally 5 years) approved by the management and by the relevant business units.
Cash Generating Units are determined based on the organisational structure and represent groups of assets that generate independent cash inflows from continuing use of the relevant assets.
INVESTMENTS
Investments in subsidiaries, associated undertakings and joint ventures are accounted for under the cost method and tested for impairment whenever there is an indication of impairment.
The valuation method used is the Discounted Cash Flow model, adopting the process described in the Note Impairment of assets. If an impairment loss has to be recognised, it is charged to the profit or loss in the period in which it is identified. If the reason for the impairment loss no longer applies, the carrying amount of the investment is restored but not to more than its original cost. Such reversals are recorded in the profit or loss.
INVESTMENTS IN EQUITY INSTRUMENTS
The initial recognition of Investments in equity instruments (previously "available for sale") is at purchase cost, increased by any directly attributable transaction costs. The Company measures these instruments at fair value and the related changes are recorded in a specific equity reserve. This change (FVTOCI) is also included in the statement of comprehensive income as "items not recyclable to profit or loss", therefore only dividends received will be recorded in the statement of profit or loss of the Company. IFRS 9 also provides for an alternative treatment that allows the recognition of fair value changes directly to profit or loss (FVTPL). The choice of this accounting treatment (FVTPL or FVTOCI) has to be done for each investment and has to be considered irrevocable once adopted. Any exceptions to the initial recognition will be reported in the Notes to the Separate financial statements.
In the case of securities listed on active markets, the fair value is the price recorded at the end of the trading day of the period under review. For investments for which there is no an active market, the fair value is determined based on the price of recent transactions between independent parts of substantially similar
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2022 Separate Financial Statements - Notes to the Financial Statements
instruments, or by using other valuation techniques such as, for example, income assessments or based on flow analysis discounted financial figures.
DEFERRED TAX ASSETS
Deferred tax assets are amounts of income taxes recoverable in future periods in relation to deductible temporary differences and carryforward of unused tax losses.
Deductible temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax value which, in determining taxable income for future years, will result in deductible amounts when the carrying amount of the asset or liability is realised or settled.
Deferred tax assets are recognised for all deductible timing differences, tax losses carry-forwards and unused tax credits only to the extent that is probable that taxable profit will be available in future years against which the deductible timing differences can be used. Recoverability is reviewed at every year end. Deferred tax assets are measured at the tax rates which are expected to apply to the period when the asset is realised based on tax rates (and tax laws) in force at the reporting date.
Deferred tax assets are not discounted.
Deferred tax assets are recognised through the profit or loss unless the tax amount is generated from a transaction or an event directly recognised in equity or from a business combination.
Deferred tax assets relating to items credited or debited directly to shareholders' equity are also credited or debited directly to shareholders' equity.
NON-CURRENT FINANCIAL LIABILITIES
Non-current financial liabilities include payables to banks for medium and long term loans.
Bank borrowing includes principal amounts, interest and additional arrangement costs accruing and due at the balance sheet date even when they are charged at a later date.
Non-current financial liabilities are initially recorded at fair value on the transaction
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2022 Separate Financial Statements - Notes to the Financial Statements
date less transaction costs which are directly attributable to the acquisition. After initial recognition, non-current financial liabilities are valued at amortised cost i.e. at the initial amount less principal repayments already made plus or minus the amortisation (using the effective interest method) of any difference between that initial amount and the maturity amount.
The effective rate of interest is the rate used to discount payments based on the contractual term of the loan or on a shorter period, if appropriate.
EMPLOYEE BENEFITS
Post-employment benefits mainly consist of Italian Staff Leaving Indemnities (hereinafter TFR) which are classified as defined-benefit plans.
Defined benefit plans are recognised, using actuarial techniques to estimate the amount of the obligations resulting from employee service in the current and past periods and discounting it to determine the present value of the Company's obligations.
The actuarial valuation is carried out by an independent actuary using the Projected Unit Credit Method.
Actuarial gains and losses are recognised directly in equity, net of the tax effect.
Other long-term employee benefits are recognised among non-current liabilities and their value corresponds to the present value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement. The recognition of these benefits is usually subject to the attainment of specific earnings by the Group, and their payment, deferred over time to keep the beneficiaries in the organisation, is remeasured using indices relating to the Group's profitability or market value.
Like defined benefit plans, other long-term benefits are also valued using the Projected Unit Credit Method. Unlike defined benefits plans, the actuarial gains and losses of other long-term benefits are recognised though profit or loss rather than through net equity.
Long-term employee benefits in the form of share-based payments ("phantom shares") are cash-settled and fall within the scope of IFRS 2. These benefits are measured at fair value, the estimation of which follows a risk neutral approach. In the model, the risk free rate curve is deducted from the Euro Area rates at the
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2022 Separate Financial Statements - Notes to the Financial Statements
valuation date; in addition, the expected dividend rate of the underlying was taken into account. Until the liability is settled, the fair value is restated at the date of each year and at the settlement date. Changes in fair value are charged to the income statement.
PROVISIONS FOR RISKS AND CHARGES
PRADA spa is mainly involved in civil and tax disputes and the related provisions for risks and charges are booked in the financial statements both on the basis of historical experience and on the basis of assumptions concerning future events that are difficult to predict as also depending on factors that are not under the full control of the Company. Therefore it is possible that after the reporting period, departures between the estimates made and the actual results materialize so that it might be necessary to make adjustments to the values of the liabilities recognized. Application of exemptions to some or all of the disclosures required by IAS 37 are applied when these could prejudice seriously the position the Company in a dispute with other parties on the subject matter of the provision, contingent liability or contingent asset.
DEFERRED TAX LIABILITIES
Deferred tax liabilities are amounts of income taxes due in future periods in respect of taxable temporary differences.
Taxable temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax base which, in determining the taxable income for future years, will result in taxable amounts when the carrying amount of the asset or liability is recovered or settled.
Deferred tax liabilities are recognised for all taxable timing differences except when liability is generated by the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction other than a business combination that does not affect the accounting result or the tax result at the transaction date.
Deferred tax liabilities are measured at the tax rates which are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
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2022 Separate Financial Statements - Notes to the Financial Statements
Deferred tax liabilities are not discounted.
Deferred tax liabilities are recognised in the profit or loss unless the tax amount is generated by a transaction or an event directly recognised in equity or by a business combination.
Taxation for deferred tax liabilities relating to items credited or debited directly to shareholders' equity is also credited or debited directly to shareholders' equity. The deferred tax liabilities is only offset against deferred tax assets, when the two items refer to the same tax and the same period.
REVENUE RECOGNITION
Revenues from the sale of goods are recognised in the profit or loss when all of the following criteria have been satisfied:
- identify the contract (in writing, orally or in accordance with other customary business practices) with a customer;
- identify the performance obligations in the contract;
- determine the transaction price for each performance obligations;
- the amount of revenue (transaction selling price) can be measured reliably;
- the significant risks and rewards of ownership are transferred to the buyer;
- all control over the goods sold has ceased;
- the economic benefits generated by the transaction will probably be enjoyed by the Company;
- the costs pertaining to the transaction can be reliably measured;
- each performance obligations has been satisfied.
Royalties are accounted for based on sales made by the licensees and the terms of the contracts. Royalties under franchise agreements are recorded based on the sales made by the Company to the franchisees.
Dividends are booked in the profit or loss when the shareholders' become entitled to receive payment and are classified in the caption "Dividend from investments".
ACCOUNTING FOR COSTS
Costs are recorded on an accrual basis. In particular, a cost is immediately recognised in the profit or loss when:
- an expense does not generate any future economic benefit;
- the future economic benefits do not qualify or cease to qualify as assets for recognition in the statement of financial position;
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2022 Separate Financial Statements - Notes to the Financial Statements
- a liability is incurred and no asset has been recorded.
PRE-OPENING RENTS
Costs incurred during the pre-opening period of new or refurbished retail stores are charged to the profit or loss when incurred, except for the suspension of the depreciation of the Right of Use assets.
INTEREST EXPENSES
Interest expenses might include interest on bank overdrafts, on short and long term loans, financial charges related to the adjustments of the present value of the Lease Liability, amortisation of initial costs of loan operations, changes in the fair value of derivatives - insofar as chargeable to the profit or loss - and annual interest maturing on the present value of post-employment benefits.
INCOME TAXES
The provision for income taxes is determined based on a realistic estimate of the tax charge of each entity included in the tax consolidation, in accordance with the tax rates and tax laws in force or substantially approved at the reporting date.
Current taxes are recorded in the profit or loss as an expense. This is except for taxes deriving from transactions or events directly recognised through shareholders' equity which are directly charged to equity.
CHANGES OF ACCOUNTING POLICY, ERRORS AND CHANGES IN ACCOUNTING ESTIMATES
The accounting policies adopted are only modified from one year to another if the change is required by an accounting standard or if it provides more reliable and more relevant information on the effects of operations on the Company's Statement of financial position, Profit or loss or Cash flows.
Changes of accounting policy are applied retrospectively, adjusting the opening balance of each affected component of equity for the earliest prior period presented. Other comparative amounts, disclosed for each prior period presented, are also adjusted as if the new accounting policy had always been applied. A prospective approach is applied only when it is not possible to restate the comparative information. The adoption of a new or amended accounting standard is implemented in
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2022 Separate Financial Statements - Notes to the Financial Statements
accordance with the requirements of the standard itself. If the new standard does not include specific transition provisions, the change of accounting policy is applied retrospectively or, if this is not feasible, prospectively.
In the case of material errors, the same approach adopted for changes in accounting standards described in the previous paragraph shall be followed. Non material errors are recognised in the profit or loss in the period in which the error is identified.
The effect of changes in accounting estimates is prospectively recorded in the profit or loss for the year the change takes place if it is the only year affected. It is also reflected in later years if they too are affected by the change.
FINANCIAL RISK MANAGEMENT
The Company's international activities expose it to a variety of financial risks including the risk of exchange rate and interest rate fluctuation. The Company's overall risk management policy takes account of the volatility of financial markets and seeks to minimise uncertainty regarding cash flow and the resulting potential adverse effects on its results.
The Company enters into hedging contracts to manage risks arising from exposure to the exchange rate and interest rate risks.
Financial instruments are accounted for based on hedge accounting rules. At the inception of the hedge contract, the Company formally documents the hedging relationship assuming that the hedging is effective during the different accounting periods it is designated for.
EXCHANGE RATE RISK
The Company's export sales activities expose it to an exchange rate risk due to fluctuations in the exchange rate of the Euro primarily against the US Dollar, Hong Kong Dollar, Chinese Renminbi, Japanese Yen and, to a lesser extent, other currencies. The Corporate Finance Department is responsible for foreign exchange risk hedging by entering into derivative contracts (forward sale and purchase, options) with third parties.
In accordance with IFRS 9, these hedging contracts are classified as cash flow hedges. The fair value of the hedging contracts designated as cash flow hedges is recorded under shareholders' equity net of the tax effect.
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2022 Separate Financial Statements - Notes to the Financial Statements
INTEREST RATE RISK
The debt taken on by the Company exposes it to an interest rate risk. The Corporate Finance Department hedges this risk by arranging Interest Rate Swap and Collar agreements.
The fair value of derivative contracts designated as cash flow hedges is recorded under shareholders' equity net of the tax effect.
Meanwhile, for non-hedging derivatives qualified as fair value through profit or loss, fair value is recorded in full in the profit or loss.
USE OF ESTIMATES
In accordance with IFRS, preparation of these consolidated financial statements requires the use of estimates and assumptions when determining certain types of assets, liabilities, revenues and costs and when assessing contingent assets and liabilities.
These assumptions refer, first of all, to operations and events not settled at the end of the period. Therefore, upon payment, the actual outcome may differ from the estimated amounts. Estimates and assumptions are reviewed periodically and the effects of each change are immediately recognized in the profit or loss. Estimates are used also for impairment tests, for equity method accounting, when determining provisions for risks and charges, the provision for bad debts, the inventory obsolescence provision, the post-employment benefits, the tax computation, the measurement of derivatives, the lease term of contracts with renewal or early termination options (in accordance with IFRS 16) and the useful life of property, plant and equipment and intangible assets.
MERGERS AND ACQUISITIONS
In August the Company acquired a 43.65% stake in Conceria Superior S.p.A., an affiliated company with 60 years of experience in exceptional calfskin tanning techniques.
On September 1, 2022, PRADA spa established the company PRADA Norway As with the aim of developing the commercial activities in Norway.
On November 18, 2022, the Company purchased the entire share capital of Caffè Principe S.r.l., which operates the eponymous "Caffè Principe", the historic, most prestigious bar in Forte dei Marmi.
In December 2022, PRADA spa acquired from the subsidiary Church & Co Ltd the
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2022 Separate Financial Statements - Notes to the Financial Statements
full ownership of four Church's retail companies and the wholesale distribution business.
The purpose was simplifying the Church's Group structure and its business operations, aiming to improve its profitability.
STATEMENT OF FINANCIAL POSITION
1. CASH AND CASH EQUIVALENTS
The composition of cash and cash equivalents as of December 31, 2022 and December 31, 2021 is presented hereunder:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Cash on hand | 3,719 | 768 |
| Bank deposit accounts | 473,022 | 1 |
| Bank current accounts | 44,147 | 396,008 |
| Total cash and cash equivalents | 520,888 | 396,777 |
Cash equivalents include all highly liquid investments with a short-term maturity. The Statement of Cash Flows and Financial Review provide additional information on the cash flows of the period.
2. TRADE RECEIVABLES, NET
Trade receivables are detailed below:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Trade receivables due from third parties | 141,369 | 142,957 |
| Trade receivables due from parent company | 18 | 11 |
| Trade receivables due from subsidiaries and associates | 787,686 | 539,550 |
| Trade receivables due from related parties | 626 | 568 |
| Total trade receivables | 929,699 | 683,086 |
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2022 Separate Financial Statements - Notes to the Financial Statements
The breakdown by counterparty (except for receivables due from third parties) is provided in Note 28, "Transactions with parent companies, subsidiaries, associates and related parties".
The allowance for doubtful debts was estimated on an itemised basis, using all information available when the financial statements were prepared to align the receivables to their estimated realisable value. In addition, an allowance for expected credit losses, calculated based on specific credit rating assigned to each cluster of customers, was set up to represent the creditworthiness of wholesale clients.
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Trade receivables, third, parent and related parties, gross | 147,056 | 148,467 |
| Allowance for bad and doubtful debts | (5,043) | (4,931) |
| Trade receivables, third, parent and related parties, net | 142,013 | 143,536 |
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Trade receivables from subsidiaries and associates, gross | 792,028 | 542,392 |
| Allowance for bad and doubtful debts | (4,342) | (2,842) |
| Trade receivables due from subsidiaries and associates, net | 787,686 | 539,550 |
| Total | 929,699 | 683,086 |
The annual changes in the allowance were as follows:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Opening Balance | 7,773 | 7,722 |
| Increases | 1,750 | 1,484 |
| Utilised | (50) | (372) |
| Reversals | (88) | (1,100) |
| Other movements | - | 39 |
| Closing Balance | 9,385 | 7,773 |
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2022 Separate Financial Statements - Notes to the Financial Statements
An aging analysis of the total trade receivables at the reporting date before deducting the allowance for doubtful debts is as follow:
| (amounts in thousands of Euro) | December 31, 2022 | Current | Overdue (in days) | ||||
|---|---|---|---|---|---|---|---|
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 | |||
| Trade receivables, third, parent and related parties | 147,056 | 141,809 | - | - | - | - | 5,247 |
| Trade receivables, subsidiaries and associates | 792,028 | 783,479 | 147 | 114 | 197 | 666 | 7,425 |
| Total at December 31, 2022 | 939,084 | 925,288 | 147 | 114 | 197 | 666 | 12,672 |
| (amounts in thousands of Euro) | December 31, 2021 | Current | Overdue (in days) | ||||
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 | |||
| Trade receivables, third, parent and related parties | 148,467 | 142,882 | - | - | - | - | 5,585 |
| Trade receivables, subsidiaries and associates | 542,392 | 533,321 | 189 | 130 | 233 | 700 | 7,818 |
| Total at December 31, 2021 | 690,859 | 676,203 | 189 | 130 | 233 | 700 | 13,403 |
3. INVENTORIES, NET
Inventories can be broken down as follow:
| (amounts in thousands of Euro) | December 31, 2022 | December 31, 2021 |
|---|---|---|
| Raw materials | 102,413 | 93,530 |
| Work in progress | 23,241 | 23,751 |
| Finished products | 203,025 | 174,576 |
| Returns assets | 57,508 | 35,864 |
| Allowance for obsolete and slow-moving inventories | (84,622) | (57,775) |
| Inventories, net | 301,565 | 269,947 |
Inventories are measured at their average weighted cost.
The changes in the allowance for obsolete and slow-moving inventories are as follow:
| (amounts in thousands of Euro) | Raw materials | Finished products | Total |
|---|---|---|---|
| Balance at December 31, 2021 | 30,500 | 27,275 | 57,775 |
| Increases | 1,587 | 25,284 | 26,871 |
| Utilised | - | (24) | (24) |
| Balance at December 31, 2022 | 32,087 | 52,535 | 84,622 |
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2022 Separate Financial Statements - Notes to the Financial Statements
4. DERIVATIVE FINANCIAL INSTRUMENTS: ASSETS AND LIABILITIES
The current and non-current portions of the assets are presented below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial assets regarding derivative instruments, current | 22,484 | 3,058 |
| Financial assets regarding derivative instruments, non-current | 5,812 | 3,518 |
| Total Financial Assets - Derivative financial instruments | 28,296 | 6,576 |
The current and non-current portions of the liabilities are presented below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial liabilities regarding derivative instruments, current | (12,317) | (29,682) |
| Financial liabilities regarding derivative instruments, non-current | (1,713) | (4,786) |
| Total Financial Liabilities - Derivative financial instruments | (14,030) | (34,468) |
| Net carrying amount - current and non-current portion | 14,266 | (27,893) |
The net balance of derivative assets and liabilities (current and non-current portions combined) is detailed hereunder by different instruments:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 | IFRS7 Category |
|---|---|---|---|
| Forward contracts | 12,673 | 1,394 | Level II |
| Options | 6,361 | 368 | Level II |
| Interest rate swap - cash flow hedge | 6,699 | - | Level II |
| Interest rate swap - fair value through profit or loss | 2,563 | 4,814 | Level II |
| Positive Fair Value | 28,296 | 6,576 | |
| Forward contracts | (10,426) | (10,139) | Level II |
| Options | (1,140) | (17,485) | Level II |
| Interest rate swap - cash flow hedge | (2,168) | Level II | |
| Interest rate swap - fair value through profit or loss | (2,465) | (4,677) | Level II |
| Negative Fair Value | (14,030) | (34,469) | |
| Net carrying amount | 14,266 | (27,893) |
All of the above derivative instruments are classified as Level II in the fair value hierarchy. The Company has not entered into any derivative contracts classifiable as Level I or Level III.
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2022 Separate Financial Statements - Notes to the Financial Statements
The fair values of derivatives arranged to hedge interest rate risks (interest rate swaps, "IRS") and of derivatives arranged to hedge exchange rate risks (forward contracts and options) have been determined according to one of the most widely used valuation platforms on the financial market and are based on the interest rate curves and on the spot and forward exchange rates at the reporting date.
The Company entered into the derivative contracts in the course of its risk management activities, in order to hedge financial risks stemming from exchange rate and interest rate fluctuations.
FOREIGN EXCHANGE TRANSACTIONS
The cash flows resulting from the Company's international activities, especially sales-related activities, are exposed to exchange rate volatility. The Company mitigates this risk by stipulating options and forward sale and purchase agreements, so as to guarantee the Euro value of identified cash flows.
The estimated future cash flows are identified mainly as the inflows from trade receivables, outflows for trade payables and financial cash flows. In terms of the hedged amounts, the most important currencies are: U.S. Dollar, Chinese Renminbi, Japanese Yen, Hong Kong Dollar, GB Pound, Swiss Franc and Korean Won.
The notional amounts at the reporting date of the derivative contracts designated as foreign exchange risk hedges (translated at the European Central Bank exchange rate of December 31,2022) are listed below.
Contracts in effect as of December 31, 2022 to hedge projected future trade cash flows:
| amounts in thousands of Euro) | Options | Forward sale contracts | December 31 2022 |
|---|---|---|---|
| Currency | |||
| US Dollar | 87,193 | 211,888 | 299,081 |
| Chinese Renminbi | 65,233 | 152,891 | 218,124 |
| Korean Won | 74,400 | 77,376 | 151,776 |
| Japanese Yen | 17,062 | 88,156 | 105,218 |
| GB Pound | - | 72,159 | 72,159 |
| Canadian Dollar | 9,972 | 18,283 | 28,255 |
| Taiwan Dollar | - | 23,712 | 23,712 |
| Swiss Franc | - | 20,209 | 20,209 |
| Hong Kong Dollar | 5,531 | 10,401 | 15,932 |
| Malaysia Ringgit | - | 12,877 | 12,877 |
| Other currencies | 6,644 | 96,783 | 103,427 |
| Total | 266,035 | 784,735 | 1,050,770 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Contracts in effect as at December 31, 2022 to hedge projected future financial cash flows:
| (amounts in thousands of Euro) | Forward sale contracts | December 31 2022 |
|---|---|---|
| Currency | ||
| GB Pound | 75,541 | 75,541 |
| Swiss Franc | 31,177 | 31,177 |
| US Dollar | 30,658 | 30,658 |
| Malaysia Ringgit | 5,321 | 5,321 |
| Other currencies | 17,913 | 17,913 |
| Total | 160,610 | 160,610 |
Contracts in effect as of December 31, 2021 to hedge projected future trade cash flows:
| (amounts in thousands of Euro) | Options | Forward sale contracts | December 31 2021 |
|---|---|---|---|
| Currency | |||
| Chinese Renminbi | 280,762 | 37,528 | 318,290 |
| US Dollar | 150,980 | 42,380 | 193,360 |
| Korean Won | 133,692 | - | 133,692 |
| Japanese Yen | 46,019 | 37,966 | 83,985 |
| GB Pound | 42,962 | 5,355 | 48,317 |
| Russian Ruble | 9,203 | 14,537 | 23,740 |
| Taiwan Dollar | 19,144 | - | 19,144 |
| Canadian Dollar | 18,481 | - | 18,481 |
| Other currencies | 27,686 | 44,970 | 72,656 |
| Total | 728,929 | 182,736 | 911,665 |
Contracts in effect as at December 31, 2021 to hedge projected future financial cash flows:
| (amounts in thousands of Euro) | Forward sale contracts | December 31 2021 |
|---|---|---|
| Currency | ||
| GB Pound | 73,785 | 73,785 |
| Swiss Franc | 29,716 | 29,716 |
| US Dollar | 13,597 | 13,597 |
| Malaysia Ringgit | 5,298 | 5,298 |
| Other currencies | 28,919 | 28,919 |
| Total | 151,315 | 151,315 |
All contracts in place at December 31, 2022 will mature within 12 months.
All contracts in place at the reporting date were entered into with major financial
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
institutions, therefore the related credit default risk is not considered to be significant.
A liquidity analysis of the derivative contracts' maturities is provided in the financial risks section of these Notes.
INTEREST RATE TRANSACTIONS
The Company enters into interest rate swaps ("IRS") in order to hedge the risk associated with interest rate fluctuations on loans. The key features of the IRS agreements in place at December 31, 2022 and December 31, 2021 are summarised below:
| Interest Rate Swap (IRS) | Hedged loan | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Contract | Currency | Notional amount | Interest rate | Maturity date | December 31, 2022 | Currency | Type of debt | Amount | Expiry |
| IRS | Euro/000 | 27,500 | 1.457% | May-2030 | 1,688 | Euro/000 | Term Loan | 27,500 | May-2030 |
| IRS | Euro/000 | 100,000 | 1.330% | Apr-2025 | 4,280 | Euro/000 | Term Loan | 100,000 | Apr-2025 |
| IRS | Euro/000 | 77,400 | 2.649% | Feb-2026 | 731 | Euro/000 | Term Loan | 77,400 | Feb-2026 |
| Total fair value (amounts in thousands of Euro) | 6,699 | ||||||||
| Interest Rate Swap (IRS) | Hedged loan | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Contract | Currency | Notional amount | Interest rate | Maturity date | December 31 2021 | Currency | Type of debt | Amount | Expiry |
| IRS | Euro/000 | 31,167 | 1.457% | May-2030 | (2,015) | Euro/000 | Term loan | 31,167 | May-2030 |
| IRS | Euro/000 | 50,000 | -0.094% | Feb-2022 | (153) | Euro/000 | Term loan | 50,000 | Feb-2022 |
| Total fair value (amounts in thousands of Euro) | (2,168) |
The IRS converts the variable interest rates on bank loans into fixed interest rates.
They have been arranged with major financial institutions, therefore the related credit default risk is not considered to be significant.
According to the applicable regulations, the derivatives presented above meet the requirements for designation as cash flow hedges.
The Company entered into an IRS for loans taken out by a UK subsidiary and stipulated an IRS having the same characteristics with the same subsidiary.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Therefore, those contracts are accounted for as non-hedging instruments (fair value through profit or loss):
| Contract | Currency | Notional | Interest rate paid | Interest rate received | Maturity date | December 31 2022 | December 31 2021 | Counterparty |
|---|---|---|---|---|---|---|---|---|
| Fair value Euro/000 | Fair value Euro/000 | |||||||
| IRS | GBP/000 | 48,975 | 2.778% | Libor GBP/365 | 31/01/2029 | 2,563 | (4,677) | Unicredit |
| IRS | GBP/000 | 48,975 | Libor GBP/365 | 2.83% | 31/01/2029 | (2,465) | 4,814 | Kenon Ltd |
| Total IRS - Fair value through profit or loss | 98 | 137 |
INFORMATION ON FINANCIAL RISKS
CAPITAL MANAGEMENT
The Company's capital management strategy is intended to safeguard its ability to guarantee a return to shareholders, protect the interests of other stakeholders, comply with loan covenants and maintain a viable, balanced capital structure.
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES ACCORDING TO IFRS 7
FINANCIAL ASSETS
| amounts in thousands of Euro) | Loans, receivables and financial investments | Derivative financial instruments | Total | Note |
|---|---|---|---|---|
| Cash and cash equivalents | 520,888 | - | 520,888 | 1 |
| Trade receivables, net | 929,699 | - | 929,699 | 2 |
| Derivative financial instruments | - | 28,296 | 28,296 | 4 |
| Financial receivables from parent, subsidiary and associated companies and related parties | 406,044 | - | 406,044 | 5 |
| Financial receivables IFRS16 - lease | 22,283 | - | 22,283 | 5 |
| Investments in equity instruments | 3,551 | - | 3,551 | 10 |
| Total at December 31, 2022 | 1,882,465 | 28,296 | 1,910,761 | |
| amounts in thousands of Euro) | Loans, receivables and financial investments | Derivative financial instruments | Total | Note |
| --- | --- | --- | --- | --- |
| Cash and cash equivalents | 396,777 | - | 396,777 | 1 |
| Trade receivables, net | 683,087 | - | 683,087 | 2 |
| Derivative financial instruments | - | 6,576 | 6,576 | 4 |
| Financial receivables from parent, subsidiary and associated companies and related parties | 425,877 | - | 425,877 | 5 |
| Financial receivables IFRS16 - lease | 24,885 | - | 24,885 | 5 |
| Investments in equity instruments | 2,964 | - | 2,964 | 10 |
| Total at December 31, 2021 | 1,533,590 | 6,576 | 1,540,166 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
FINANCIAL LIABILITIES
| (amounts in thousands of Euro) | Loans and payables | Derivative financial instruments | Total | Note |
|---|---|---|---|---|
| Financial payables - third party | 441,741 | - | 441,741 | 13, 18 |
| Financial payables - parent, subsidiary and associated companies and related parties | 95,407 | - | 95,407 | 14 |
| Trade payables | 548,026 | - | 548,026 | 15 |
| Derivative financial instruments | - | 14,030 | 14,030 | 4 |
| Lease liabilities (IFRS16) | 356,158 | - | 356,158 | 12 |
| Total at December 31, 2022 | 1,441,332 | 14,030 | 1,455,362 | |
| (amounts in thousands of Euro) | Loans and payables | Derivative financial instruments | Total | Note |
| --- | --- | --- | --- | --- |
| Financial payables - third party | 612,986 | - | 612,986 | 13,18 |
| Financial payables - parent, subsidiary and associated companies and related parties | 67,643 | - | 67,643 | 14 |
| Trade payables | 635,781 | - | 635,781 | 15 |
| Derivative financial instruments | - | 34,468 | 34,468 | 4 |
| Lease liabilities (IFRS16) | 363,274 | - | 363,274 | 12 |
| Total at December 31, 2021 | 1,679,684 | 34,468 | 1,714,152 |
FAIR VALUE
The carrying amount of the derivative instruments, whether assets or liabilities, reflects the fair value, as explained in this Note.
The carrying amount of cash and cash equivalents, financial receivables and trade receivables, as adjusted for impairment where necessary as required by IFRS 9, approximates their estimated realisable value and, hence, their fair value.
The reported amount of Investments in equity instruments corresponds to its fair value (Level I) as explained in Note 10.
Lease liability is reported at the present value, while all of the other financial liabilities are carried at approximately their fair value.
CREDIT RISK
Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk is represented by all the financial assets recognised in the financial statements.
The Directors consider the Company's credit risk to regard essentially the trade
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
receivables generated from sales to independent clients in the wholesale channel. The Company manages credit risk and mitigates the related effects through its business and financial strategies. Credit risk is managed by monitoring and checking the reliability and solvency of customers, and is carried out by the Group's Sales Management.
The lack of concentration of the total trade receivables with any one customer and the evenly spread out geographical composition of the receivables worldwide mitigate the risk of incurring financial losses.
The expected loss on past-due receivables and doubtful accounts at the reporting date is fully covered by the allowance for doubtful debts.
The changes in the allowance for doubtful debts are shown in Note 2 on trade receivables.
LIQUIDITY RISK
Liquidity risk refers to the difficulty the Company could have in meeting its financial obligations. The Directors are responsible for managing liquidity risk, whereas the Group's Treasury management, which reports to the Chief Financial Office ("CFO"), is in charge of optimising the financial resources.
According to the Directors, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable the Company to meet its financial requirement arising from investing activities, working capital management, punctual loan repayment and dividend payments without using all the available funding, so that surplus resources may be used to pay dividends.
As at December 31, 2022, the Company had undrawn cash credit lines of Euro 627 million, of which Euro 400 million committed and Euro 227 million uncommitted.
As required by IFRS 7, with respect to forward contracts and options, only the anticipated cash flows that are negative at the reporting date are reported. Both positive and negative cash flows are presented for interest rate swaps.
The cash flows shown below have not been discounted and therefore differ from the amounts included in the table of derivative financial instruments (current and non-current) presented at the beginning of this section.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Financial liabilities under derivative financial instruments.
| (amounts in thousands of Euro) | Future contractual cash flows at Dec. 31, 2022 | 6 mths or less | 6 to 12 mths | 1 to 2 years | 2 to 3 years | more than 3 years |
|---|---|---|---|---|---|---|
| Net cash flows (outflows/inflows) of forward contracts | (10,426) | (4,009) | (6,417) | - | - | - |
| Net cash flows (outflows/inflows) of options | (1,078) | (456) | (622) | - | - | - |
| Interest rate swaps | 6,797 | 870 | 1,756 | 2,875 | 691 | 605 |
| Net value | (4,707) | (3,595) | (5,283) | 2,875 | 691 | 605 |
| (amounts in thousands of Euro) | Future contractual cash flows at Dec. 31, 2021 | 6 mths or less | 6 to 12 mths | 1 to 2 years | 2 to 3 years | more than 3 years |
| --- | --- | --- | --- | --- | --- | --- |
| Net cash flows (outflows/inflows) of forward contracts | (10,139) | (5,492) | (4,647) | - | - | - |
| Net cash flows (outflows/inflows) of options | (15,884) | (9,312) | (6,572) | - | - | - |
| Interest rate swaps | (2,031) | (447) | (271) | (407) | (287) | (619) |
| Net value | (28,054) | (15,251) | (11,490) | (407) | (287) | (619) |
FINANCIAL LIABILITIES
| (amounts in thousands of Euro) | Reported amount at December 31, 2022 | Future contractual cash flows at December 31, 2022 | upon request | 6 mths or less | 6 to 12 mths | 1 to 2 years | 2 to 3 years | 3 to 4 years | Beyond 4 years |
|---|---|---|---|---|---|---|---|---|---|
| Lease liabilities (IFRS16) | 356,158 | - | - | 25,573 | 25,743 | 49,341 | 45,770 | 43,974 | 165,757 |
| Financial payables to banks | 441,741 | 441,678 | - | 45,100 | 45,100 | 79,089 | 130,378 | 129,178 | 12,833 |
| Financial payables to subsidiaries, parent company and related parties | 95,407 | 95,407 | 81,529 | - | - | 13,878 | - | - | - |
| Total | 893,306 | 537,085 | 81,529 | 70,673 | 70,843 | 142,307 | 176,148 | 173,152 | 178,590 |
| (amounts in thousands of Euro) | Reported amount at December 31, 2021 | Future contractual cash flows at December 31, 2021 | upon request | 6 mths or less | 6 to 12 mths | 1 to 2 years | 2 to 3 years | 3 to 4 years | more than 4 years |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Lease liabilities (IFRS16) | 363,274 | 363,274 | - | 25,211 | 25,172 | 46,942 | 45,935 | 42,486 | 177,528 |
| Financial payables to banks | 612,986 | 612,986 | - | 126,054 | 45,254 | 90,200 | 79,089 | 130,378 | 142,011 |
| Financial payables to subsidiaries, parent company and related parties | 67,643 | 67,643 | 53,765 | - | 13,878 | - | - | - | - |
| Total | 1,043,903 | 1,043,903 | 53,765 | 151,265 | 84,304 | 137,142 | 125,024 | 172,864 | 319,539 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
FOREIGN EXCHANGE RISK
The Company is exposed to foreign exchange risk deriving from fluctuations of foreign currencies against the Euro.
Foreign exchange risk consists of the risk that cash flows from distributors could fluctuate as a result of changes in exchange rates. The most important currencies for the Company are the U.S. Dollar, Hong Kong Dollar, Japanese Yen, Chinese Renminbi and British Pound Sterling.
Foreign exchange risk management is one of the risk management activities carried out by the centralised Treasury Department.
The following table shows the sensitivity of net income and equity to a fluctuation range for the main foreign currencies against the Euro, based on the Company's financial position and performance at December 31, 2022:
| (amounts in thousands of Euro) | Euro → + 5% | Euro → - 5% | ||
|---|---|---|---|---|
| Positive/ (negative) effect on net income | Positive/ (negative) effect on shareholders' equity | Positive/ (negative) effect on net income | Positive/ (negative) effect on shareholders' equity | |
| GB Pound | (740) | 1,982 | 2,036 | (1,014) |
| Hong Kong Dollar | 2,734 | 3,308 | (2,985) | (3,553) |
| Japanese Yen | (149) | 3,619 | 218 | (2,121) |
| Chinese Remnimbi | (7,335) | (3,289) | 9,167 | 4,587 |
| US Dollar | (2,988) | 8,264 | 3,470 | (8,384) |
| Other currencies | (6,724) | 8,246 | 5,815 | (12,802) |
| Total | (15,202) | 22,130 | 17,721 | (23,287) |
The total impact on equity (increase of Euro 22 million and decrease of Euro 23 million) is the sum of the effect on profit or loss and on the cash flow hedge reserve of a hypothetical appreciation/depreciation of the Euro against the other currencies. The effects on net income and equity are shown before taxes.
Management considers this sensitivity analysis to be purely indicative, as it is based on the end-of-period exposure, which might not reflect the effects actually generated during the year.
INTEREST RATE RISK
The Company is exposed to the risk of interest rate fluctuations with respect mainly to the interest expense on its financial debt. Interest rate risk management is one of the risk management activities carried out by the centralised Treasury Department.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The following table shows the sensitivity of net income and equity to a shift in the interest rate curve based on the Company's financial position as at December 31, 2022.
| (amounts in thousands of Euro) | Shift in interest rate curve | Positive/ (negative) effect on net income for the period | Positive/ (negative) effect on shareholders' equity | Shift in interest rate curve | Positive/ (negative) effect on net income for the year | Positive/ (negative) effect on shareholders' equity |
|---|---|---|---|---|---|---|
| Euro | + 0.50% | 1,386 | 869 | -0.50% | (1,400) | (932) |
| GB Pound | + 0.50% | 281 | 279 | -0.50% | (281) | (279) |
| Hong Kong Dollar | + 0.50% | 17 | 17 | -0.50% | (17) | (17) |
| US Dollar | + 0.50% | 243 | 243 | -0.50% | (243) | (243) |
| Other currencies | + 0.50% | 292 | 292 | -0.50% | (292) | (292) |
| Total | 2,219 | 1,700 | (2,233) | (1,763) |
The total impact on equity is the sum of the effect on profit or loss and on equity of a hypothetical shift in the interest rate curve. The effects on net income and equity are shown before taxes.
Sensitivity analysis was based on the end-of-period net financial position, which may not reflect the actual exposure to interest rate risk during the year. For this reason it is considered purely indicative.
5. FINANCIAL AND OTHER RECEIVABLES DUE FROM PARENT COMPANIES, SUBSIDIARIES, ASSOCIATES AND RELATED PARTIES
The short-term receivables due from subsidiaries and other companies are detailed below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial receivables | 238,750 | 375,066 |
| Other receivables | 19,710 | 36,909 |
| Short-term receivables IFRS16 | 3,277 | 3,170 |
| Financial and other receivables - due within a year | 261,736 | 415,145 |
The financial receivables include Euro 227.5 million of the principal on the loans to subsidiaries due within 12 months, shown net of the allowance for expected credit losses of Euro 2.4 million.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The decrease in the amount of Other receivables is mainly attributable to the collection of the receivable due on the 2020 sale of the Via della Spiga 18, Milan property.
The amount is broken down by counterparty in Note 28.
Long-term receivables due from parent companies and other Group companies are set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial receivables | 186,301 | 72,525 |
| Financial and other receivables - due after or more than a year | 186,301 | 72,525 |
The financial receivables include the principal on the loans to subsidiaries due after more than 12 months, shown net of the allowance for expected credit losses of Euro 1.7 million.
6. OTHER CURRENT ASSETS
The other current assets are set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| VAT | 18,107 | 8,853 |
| Income tax and other tax receivables | 33,654 | 34,112 |
| Other assets | 3,425 | 2,202 |
| Prepayments | 62,554 | 50,268 |
| Deposits | 1,506 | 74 |
| Total other current assets | 119,246 | 95,509 |
OTHER ASSETS
The other current assets are detailed hereunder:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Advances to suppliers | 2,009 | 953 |
| Advances to employees | 464 | 373 |
| Other receivables | 952 | 876 |
| Total other current assets | 3,425 | 2,202 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
PREPAYMENTS
The prepayments and accrued income are broken down below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Rental costs | 125 | 94 |
| Insurance | 791 | 577 |
| Design Costs | 29,210 | 25,836 |
| Fashion shows and advances on advertising campaigns | 19,418 | 14,187 |
| Others | 13,010 | 9,574 |
| Total prepayments and accrued income | 62,554 | 50,268 |
The prepaid design costs consist primarily of costs incurred to design collections that will generate revenue after the reporting period.
7. PROPERTY, PLANT AND EQUIPMENT
The historical cost and accumulated depreciation of the past three periods are set forth below:
| (amounts in thousands of Euro) | Land and buildings | Production plant and machinery | Leasehold improvements | Furniture & fittings | Other tangibles | Asset under construction | Total Net carrying amount |
|---|---|---|---|---|---|---|---|
| Historical cost | 621,130 | 210,890 | 141,630 | 198,315 | 109,180 | 27,121 | 1,308,266 |
| Accumulated depreciation | (113,873) | (157,295) | (96,008) | (79,130) | (70,884) | - | (517,190) |
| Net carrying amount at December 31, 2020 | 507,257 | 53,595 | 45,622 | 119,185 | 38,296 | 27,121 | 791,076 |
| Historical cost | 634,426 | 217,692 | 146,509 | 217,327 | 112,075 | 24,714 | 1,352,743 |
| Accumulated depreciation | (128,253) | (168,049) | (104,982) | (86,616) | (76,057) | - | (563,957) |
| Net carrying amount at December 31, 2021 | 506,173 | 49,643 | 41,526 | 130,711 | 36,018 | 24,714 | 788,786 |
| Historical cost | 647,999 | 229,617 | 149,218 | 220,359 | 119,052 | 37,171 | 1,403,417 |
| Accumulated depreciation | (142,833) | (178,359) | (112,169) | (92,687) | (80,700) | - | (606,748) |
| Net carrying amount at December 31, 2022 | 505,166 | 51,258 | 37,049 | 127,672 | 38,352 | 37,171 | 796,669 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The changes in the carrying amount of "property, plant and equipment" for the year ended December 31, 2022 are as follows:
| (amounts in thousands of Euro) | Land and buildings | Production plant and machinery | Leasehold improvements | Furniture & fittings | Other tangibles | Asset under construction | Total Net carrying amount |
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2021 | 506,173 | 49,643 | 41,526 | 130,711 | 36,018 | 24,714 | 788,786 |
| Additions | 9,082 | 8,171 | 3,230 | 3,696 | 8,109 | 24,129 | 56,416 |
| Depreciation | (14,596) | (10,536) | (9,655) | (6,985) | (5,799) | - | (47,571) |
| Disposals | (161) | (69) | (93) | (302) | (3) | (91) | (721) |
| Other movements | 4,669 | 4,064 | 2,099 | 599 | 27 | (11,614) | (156) |
| Impairment | - | (15) | (58) | (47) | - | - | (120) |
| Balance at December 31, 2022 | 505,166 | 51,258 | 37,049 | 127,672 | 38,352 | 37,171 | 796,669 |
The increases for "land and buildings" and "production plant and machinery" are attributable mainly to the capital expenditure invested to bolster and improve the manufacturing and logistics activities, within a broader plan to expand the production capacity.
The increases in furniture and fittings and in leasehold improvements regarded largely restyling projects on stores.
Assets under construction at the end of the period mainly concern retail and industrial projects that are nearly completed.
"Other tangibles" includes the product archive, which expresses the identity and history of the Group's brands and serves as a constant source of inspiration.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
8. INTANGIBLE ASSETS
The historical cost and accumulated amortisation of the past three periods are set forth below:
| (amounts in thousands of Euro) | Trademarks and intellectual property rights | Goodwill | Store Lease Acquisitions | Software | Development costs and other intangibles | Assets in progress | Total |
|---|---|---|---|---|---|---|---|
| Historical cost | 13,756 | 111,875 | 33,665 | 191,740 | 26,502 | 3,407 | 380,945 |
| Accumulated depreciation | (11,557) | (3,463) | (32,834) | (111,214) | (21,381) | - | (180,449) |
| Net carrying amount at December 31, 2020 | 2,199 | 108,412 | 831 | 80,526 | 5,121 | 3,407 | 200,496 |
| Historical cost | 13,756 | 111,875 | 33,665 | 209,933 | 28,845 | 13,103 | 411,177 |
| Accumulated depreciation | (13,756) | (3,463) | (33,156) | (130,987) | (24,229) | - | (205,591) |
| Net carrying amount at December 31, 2021 | - | 108,412 | 509 | 78,946 | 4,616 | 13,103 | 205,587 |
| Historical cost | 14,253 | 112,070 | 33,665 | 241,157 | 28,845 | 30,695 | 460,685 |
| Accumulated depreciation | (13,822) | (3,463) | (33,477) | (156,249) | (27,339) | - | (234,350) |
| Net carrying amount at December 31, 2022 | 431 | 108,607 | 188 | 84,908 | 1,506 | 30,695 | 226,335 |
The capital expenditures for software refer to technological and digital evolution projects in the retail, manufacturing and corporate areas.
The changes in the carrying amount of intangible assets for the year ended December 31, 2022 are set forth below:
| (amounts in thousands of Euro) | Trademarks and intellectual property rights | Goodwill | Store Lease Acquisitions | Software | Development costs and other intangibles | Assets in progress | Total |
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2021 | - | 108,412 | 509 | 78,946 | 4,616 | 13,103 | 205,587 |
| Additions | 497 | 195 | - | 19,285 | - | 29,866 | 49,843 |
| Amortisation | (66) | - | (322) | (25,308) | (3,111) | - | (28,807) |
| Disposals | - | - | - | (284) | - | (5) | (290) |
| Other movements | - | - | 1 | 12,269 | 1 | (12,269) | 2 |
| Balance at December 31, 2022 | 431 | 108,607 | 188 | 84,908 | 1,506 | 30,695 | 226,335 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
83
GOODWILL
"Goodwill" as at December 31, 2022 amount to Euro 108.6 million, including mainly Euro 78.3 million related to the CGU "Wholesale distribution in Italy" and Euro 25.9 million related to the CGU "Italian retail". As required by IAS 36, the values of intangible assets with indefinite useful lives are not amortised, but they are tested for impairment at least annually. No other indefinite life intangible assets, apart from goodwill, has been identified by the Company.
The method used to identify the recoverable amount is the value in use that consists of discounting the projected cash flows generated by the activities directly attributable to the business to which the goodwill has been allocated (Cash Generating Unit or "CGU").
Value in use is the sum of the present value of future cash flows. Cash flows are estimated considering the operating conditions of the tested CGU at the reporting date, therefore without taking into account either significant improvements in the performance nor future developments of new activities. The discount rate used to discount cash flows is calculated using the weighted average cost of capital ("WACC") approach. The weighted average cost of capital used for discounting purposes was 8.3% (6.2% in 2021) determined taking into consideration specific parameters: market risk premium and sovereign bond yield. The "g" rate of growth used to calculate the terminal value has been set at 1.5% (in line with 2021), and can be considered prudent given the average growth in the long term expected for the luxury goods market at the reporting date.
Following the impairment tests carried out, no impairment losses were identified. With reference to the tested CGUs, the Directors believe that any reasonable variation in the main assumptions used in the impairment tests, would not generate such a reduction in the recoverable amount to identify impairment losses on goodwill.
However, since value in use is measured on the basis of estimates and assumptions, the Directors cannot guarantee that the value of goodwill or other tangible or intangible assets will not be subject to impairment in the future.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
9. RIGHT OF USE ASSETS
The changes in the net book value of the Right of Use assets for the period ended December 31, 2022 are shown below:
| (amounts in thousands of Euro) | Right of Use Buildings | Right of Use Cars transport vehicles | Right of Use Plant & Machinery | Total Net Book Value |
|---|---|---|---|---|
| Opening Balance | 340,877 | 1,195 | 1,763 | 343,835 |
| New contracts, initial direct costs and remeasurement | 41,849 | 1,177 | 1,088 | 44,114 |
| Depreciation | (46,764) | (954) | (770) | (50,812) |
| Contracts termination | - | (35) | - | (35) |
| Total | 333,638 | 1,383 | 2,081 | 337,102 |
Right of use asset decreased by Euro 7 million, mainly as a result of the depreciation of the year amounting to Euro 51 million, net of new contracts and remeasurement of existing leases (Euro 44 million).
10. INVESTMENTS
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Investments in subsidiaries and associated undertakings | 793,436 | 903,689 |
| Investments at FVTOCI | 3,551 | 2,964 |
| Other investments | 159 | 815 |
| Total | 797,146 | 907,468 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
85
The investments as at December 31, 2022 and December 31, 2021 are presented hereunder:
| (amounts in thousands of Euro) | Note | December 31 2021 | Increases | Decreases | December 31 2022 |
|---|---|---|---|---|---|
| Investments in subsidiaries: | |||||
| Artisans Shoes S.r.l. | 2,706 | 2,706 | |||
| Caffè Principe S.r.L. | (1) | 3,573 | 3,573 | ||
| Church & Co Ltd | (2) | 72,547 | (67,198) | 5,349 | |
| Church English shoes SA | (3) | 292 | 292 | ||
| Church France SA | (3) | 2,600 | 2,600 | ||
| Church Japan Co., Ltd. | (3) | 2,016 | 2,016 | ||
| Church's Eng. Shoes Sw.SA | (3) | 1,225 | 1,225 | ||
| Conceria Superior S.p.A. | (4) | 20,072 | 20,072 | ||
| Filati Biagioli Modesto Srl | 390 | 62 | (2) | 450 | |
| Figline Srl | 1,222 | 1,222 | |||
| Hipic Prod Impex Srl | 11,292 | 11,292 | |||
| IPI Logistica S.r.l. | 1,798 | 1,798 | |||
| Kenon Limited | 99,478 | 99,478 | |||
| Les Femmes Srl | 1,960 | 1,960 | |||
| Luna Rossa Challenge Srl | 17,025 | 7 | 17,032 | ||
| Marchesi 1824 srl | (2) | 5,459 | 4,947 | (5,148) | 5,258 |
| PRM Services S. De R.L. de CV | 407 | 407 | |||
| Pelletteria Ennepi S.r.l. | 5,272 | 5,272 | |||
| Post Development Corp. | 54,807 | 54,807 | |||
| Prada (Thailand) Co.,Ltd. | 4,845 | 4,845 | |||
| Prada Asia Pacific Ltd. | 4,773 | 4,773 | |||
| Prada Australia Pty. Ltd | 7,267 | 7,267 | |||
| Prada Austria GmbH | 2,185 | 2,185 | |||
| Prada Belgium sprl | 4,004 | 4,004 | |||
| Prada Bosphorus Deri Mamuller Limited Sirketi | 6,743 | 6,743 | |||
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 14,859 | 14,859 | |||
| Prada Canada Corp. | 5,086 | 5,086 | |||
| Prada Czech Republic s.r.o. | 1,894 | 1,894 | |||
| Prada Denmark | 3,491 | 3,491 | |||
| Prada Germany GmbH | 14,122 | 14,122 | |||
| Prada Hellas Single Partner Limited Liability Company | 21,764 | 21,764 | |||
| Prada Japan Co., Ltd. | 28,770 | 28,770 | |||
| Prada Kazakhstan Llp | 4,938 | 4,938 | |||
| Prada Korea Ltd. | 10,631 | 10,631 | |||
| Prada Middle East FZCO | 2,106 | 2,106 | |||
| Prada Montecarlo Sam | (2) | 24,829 | (14,396) | 10,433 | |
| Prada Netherlands B.V. | 3,623 | 3,623 | |||
| Prada New Zealand Pty. Ltd | 2,192 | 2,192 | |||
| Prada Norway AS | (5) | 8 | 8 | ||
| Prada Panama SA | 906 | 906 | |||
| Prada Portugal, Unipessoal LDA | 955 | 955 | |||
| Prada Retail Aruba | 1,623 | 1,623 | |||
| Prada Retail France SaS | 48,195 | 48,195 | |||
| Prada Retail Malaysia Sdn | 292 | 292 | |||
| Prada Retail UK Ltd | 21,170 | 21,170 | |||
| Prada Retail SPC | 3,041 | 3,041 | |||
| Prada Rus LLC | (2) | 82,550 | (45,710) | 36,840 | |
| Prada SA | 23,315 | 23,315 | |||
| Prada ST. Barthelemy | 1,600 | 1,600 | |||
| Prada Saipan | 1,093 | 1,093 | |||
| Prada San Marino | 26 | 130 | 156 | ||
| Prada Saudi Arabia | 10,671 | 10,671 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
| amounts in thousands of Euro) | Note | December 31 2021 | Increases | Decreases | December 31 2022 |
|---|---|---|---|---|---|
| Prada Singapore Pte, Ltd. | 2,478 | 2,478 | |||
| Prada South Africa (Pty) Ltd | 861 | 861 | |||
| Prada Spain S.A. | 29,375 | 29,375 | |||
| Prada Sweden AB | 8,121 | 8,121 | |||
| Prada Switzerland sa | (2) | 73,281 | (13,954) | 59,327 | |
| Prada USA Corp. | 145,759 | 145,759 | |||
| Prada Ukraine | 6 | 6 | |||
| Prada Vietnam | 5,735 | 5,735 | |||
| Tannerie Limoges S.A.S. | 1,374 | 1,374 | |||
| Investments in other entities | 3,779 | 698 | (767) | 3,710 | |
| Total | 907,468 | 36,853 | (147,175) | 797,146 |
Investments for which potential indicators of impairment have been identified, were tested for impairment. In order to perform the impairment test, management assessed the recoverable amount based on the investment value in use, calculated as the sum of the present value of future cash flows expected from the business plan projections and the present value of the subsidiary net assets at the end of the business plan period (terminal value). The business plan considered for the purpose of the impairment tests are based on turnover growths in line with market forecasts observable from external sources researches and studies and do not consider significant improvement in the performance nor future development of activities in relation to the tested investments.
The rate used to discount cash flows was calculated using the weighted average cost of capital ("WACC"). For the year ended December 31, 2022, the WACC used for discounting purposes ranged between 6.6% and 21.0%. The WACC was calculated ad hoc for each investment subject to impairment test, taking into consideration the risk profile of the tested asset as well as the parameters specific to the related geographical area: market risk premium and sovereign bond yield. The "g" rate of growth used to calculate the terminal value ranged between 1.5% and 11.8%, in light of the diverging inflation and GDP outlooks in the various countries. However, the prevalent growth rate was 1.5%, which can be considered prudent given the average growth expected in the long term for the luxury goods market, as also observable from market studies and other external sources.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
As a result of the impairment test, the following impairment losses have been identified:
| (amounts in thousands of Euro) | December 31 2022 |
|---|---|
| Church & Co Ltd | (67,198) |
| Prada Rus LLC | (45,710) |
| Prada Montecarlo Sam | (14,396) |
| Prada Switzerland sa | (13,954) |
| Marchesi 1824 srl | (5,148) |
| Total | (146,406) |
Prada Rus LLC
In view of the extraordinary market conditions in Russia, Prada Rus investment was tested for impairment at December 31, 2022. The method used to estimate the recoverable amount of the Prada Rus investment consisted of a multi-scenario approach based on two hypothetical cases that were assigned a likelihood of occurrence calibrated according to the assumptions made by the Directors, taking into account the available information at the reporting date. The first scenario assumes the recovery of business in 2024, while the second one assumes the impossibility of returning to normal market conditions and subsequent liquidation of the subsidiary.
The business plan used for the impairment test for the scenario of business recovery in 2024 covers an explicit period of up to five years, depending on the scenario. The rate used to discount the cash flows is the weighted average cost of capital ("WACC"). For the year ended December 31, 2022, the WACC used to discount the cash flows generated by Prada Rus was 21% and it was determined by taking into due consideration the risk profile of the subsidiary itself. The "g" rate of growth used to calculate the terminal value was 6%, in light of the inflation and GDP growth outlooks in the market. In the second scenario (impossibility of recovery of normal market conditions), specific assumptions have been made for the different assets of the subsidiary, also with the support of an external expert for the assessment of the fair value for two properties owned by Prada Rus.
The results of the impairment test led Directors to write down the investment by Euro 45.7 million. The value of the investment in Prada Rus after the recognition of the impairment loss is Euro 36.8 million, substantially equal to the net equity of the subsidiary as of December 2022 mainly composed by properties owned (for Euro 27.9 million), cash and cash equivalent and items of net working capital.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The valuation of the owned properties recoverable amount was supported by an appraisal conducted by a leading independent firm of the sector, which assessed the fair value through the Comparative Method based on the comparison between properties object of the valuation and other assets recently sold or currently offered on the same market.
In light of the composition of the Prada Rus net equity, it's important to highlight that the current volatility in the Russian financial system has created a significant degree of uncertainty in the real estate market; in particular, the lack of liquidity in the capital markets would entail, in the hypothesis of realisation through sale of the owned properties by the subsidiary in the short term, higher difficulties compared to the ones normally observable in presence of "ordinary" market conditions. This situation involved the utilisation of a high level of judgment in the context of the assessment of the recoverable amount of the investment in Prada Rus, therefore the Directors cannot guarantee that its value will not be subject to further fluctuations in the future (in terms of impairment losses or reversals).
Church & Co Ltd
Also for the investment in Church & Co, the impairment test performed - taking into account the reorganisation process of the Church's Group that led to the closure of 24 stores deemed no longer strategic by management - revealed the presence of impairment losses.
The method used to identify the recoverable amount (value in use) of the CGU consisted of discounting the projected cash flows generated by the investment in Church & Co, also through the assistance of a leading consulting firm with reference to the key valuation parameters. The cash flow projections used for the impairment test were based on the business plan drawn up by management, which covers an explicit period of five years. The rate used to discount the cash flows is the weighted average cost of capital ("WACC"). For the year ended December 31, 2022, the WACC used to discount the cash flows generated by Church & Co was 10.6% and it was determined taking into due consideration the risk profile of the subsidiary itself. The "g" rate of growth used to calculate the terminal value was 2.5%, in light of the prospective inflation in the main countries where the Church's Group operates and of the growth outlook for the luxury goods market.
The results of the impairment test led Directors to write down the investment in Church & Co by Euro 67.2 million.
Given the high sensitivity of the recoverable amount to potential changes in the
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
main assumptions used, the potential economic effects (in terms of larger or smaller writedowns) that could result from the increase and decrease (up to 100 basis points) in the discount rate ("WACC") and from the reduction (up to 100 basis points) of the growth rate ("g") are set forth below (amounts in Euro/million):
| WACC | ||||||
|---|---|---|---|---|---|---|
| 9.6% | 10.1% | 10.6% (base case) | 11.1% | 11.6% | ||
| g-rate | 1.5% | 3.7 | (1.5) | (6.1) | (10.2) | (13.9) |
| 2.0% | 7.6 | 1.8 | (3.2) | (7.7) | (11.7) | |
| 2.5% (base case) | 12.0 | 5.6 | - | (4.9) | (9.3) |
Other subsidiaries
For the investments in Prada Montecarlo Sam and Prada Switzerland SA, despite the positive economic results of the subsidiaries in the period, impairment losses (respectively of Euro 14.4 million and Euro 14 million) have been recognised mainly due to the increase of the discount rate ("WACC") at the reporting date compared to previous years, that caused the recoverable amount to be lower than the correspondent carrying amounts.
It should be noted that since the recoverable amounts of the above-mentioned investments are measured on the basis of estimates and assumptions, the Directors cannot guarantee that the value of such investments will not be subject to further impairment losses in the future.
Notes:
- On November 18, 2022, the Company purchased the entire share capital of Caffè Principe S.r.l., which operates the eponymous "Caffè Principe", the historic, most prestigious bar in Forte dei Marmi.
- The decrease reflects the writedown ensuing from the impairment test conducted to determine the recoverable amount.
- In December 2022, Prada spa acquired the full ownership of four Church's retail companies and the wholesale distribution business from the subsidiary Church & Co Ltd. The purpose was simplifying the Church's Group structure and its business operations, aiming to improve its profitability.
- In August the Company acquired a 43.65% stake in Conceria Superior S.p.A., a company with 60 years of experience in exceptional calfskin tanning techniques.
- On September 1, 2022, Prada spa established the company PRADA Norway As with the aim of developing the commercial activities in Norway.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Additional information on subsidiaries and associates:
| (amounts in thousands of Euro) | Carrying amount | Share Capital | Latest net income / (loss) | Shareholders' equity | % interest held |
|---|---|---|---|---|---|
| Artisans Shoes S.r.l. | 2,706 | 1,000 | 425 | 6,494 | 66.7% |
| Church & Co Ltd | 5,349 | 3,169 | (24,808) | (22,333) | 100.0% |
| Figline Srl | 1,222 | 10 | (1,257) | 300 | 100.0% |
| Filati Biagioli Modesto Srl (1) | 450 | 7,900 | 871 | 1,985 | 39.88% |
| Hipic Prod Impex Srl | 11,292 | 5,146 | (57) | 5,025 | 100.0% |
| IPI Logistica S.r.l. | 1,798 | 600 | 32 | 2,961 | 100.0% |
| Kenon Limited | 99,478 | 94,709 | 1,321 | 96,569 | 100.0% |
| Les Femmes Srl (1) | 1,960 | 400 | 43 | 940 | 40.0% |
| Luna Rossa Challenge Srl | 17,032 | 10 | (10,584) | 2,874 | 100.0% |
| Marchesi 1824 srl | 5,258 | 414 | (4,901) | (3,009) | 100.0% |
| Pelletteria Ennepi S.r.l. | 5,272 | 93 | (291) | 1,027 | 100.0% |
| Conceria Superior S.p.A (1) | 20,072 | 4,028 | 1,618 | 12,131 | 43.65% |
| Caffè Principe S.r.l. | 3,573 | 52 | (258) | (515) | 100.0% |
| Church English shoes SA | 292 | 75 | 16 | 585 | 100.0% |
| Church France SA | 2,600 | 2,856 | 117 | 3,505 | 100.0% |
| Church Japan Co., Ltd. | 2,016 | 711 | (12) | 2,651 | 100.0% |
| Church's Eng. Shoes Sw.SA | 1,225 | 102 | 33 | 102 | 100.0% |
| Post Development Corp. | 54,807 | 81,185 | 1,887 | 90,492 | 100.0% |
| Prada Asia Pacific Ltd. | 4,773 | 361 | 7,199 | 365,690 | 100.0% |
| Prada Australia Pty. Ltd | 7,267 | 8,603 | 2,678 | 16,392 | 100.0% |
| Prada Austria GmbH | 2,185 | 40 | 219 | 8,647 | 100.0% |
| Prada Belgium sprl | 4,004 | 4,000 | 130 | 4,459 | 100.0% |
| Prada Bosphorus Deri Mamuller Limited Sirketi | 6,743 | 3,656 | 719 | (6,576) | 100.0% |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 14,859 | 60,299 | 2,082 | 19,708 | 100.0% |
| Prada Canada Corp. | 5,086 | 208 | 1,500 | 37,450 | 100.0% |
| Prada Czech Republic s.r.o. | 1,894 | 104 | 45 | 1,206 | 100.0% |
| Prada Denmark | 3,491 | 3,496 | 86 | 4,059 | 100.0% |
| Prada Germany GmbH | 14,122 | 215 | (982) | 14,098 | 100.0% |
| Prada Hellas Single Partner Limited Liability Company | 21,764 | 4,350 | 402 | 21,325 | 100.0% |
| Prada Japan Co., Ltd. | 28,770 | 8,531 | 8,143 | 45,814 | 100.0% |
| Prada Kazakhstan Llp | 4,938 | 1,014 | 130 | 1,880 | 100.0% |
| Prada Korea Ltd. | 10,631 | 6,045 | 17,521 | 98,218 | 100.0% |
| Prada Maroc Sarlau | - | 8,516 | - | 1 | 100.0% |
| Prada Middle East Fzco | 2,106 | 4,595 | 6,835 | 53,698 | 60.0% |
| Prada Montecarlo Sam | 10,433 | 2,000 | (1,414) | 1,631 | 100.0% |
| Prada Netherlands B.V. | 3,623 | 20 | 814 | 13,274 | 100.0% |
| Prada New Zealand Pty. Ltd | 2,192 | 2,084 | 86 | 2,255 | 100.0% |
| Prada Norway AS | 8 | 3 | (20) | (17) | 100.0% |
| Prada Panama S.A. | 906 | 28 | 31 | 1,007 | 100.0% |
| Prada Portugal, Unipessoal LDA | 955 | 5 | 607 | 3,028 | 100.0% |
| Prada Retail Aruba N.V. | 1,623 | 1,886 | 148 | 2,202 | 100.0% |
| Prada Retail France SaS | 48,195 | 4,000 | 2,901 | 25,740 | 100.0% |
| Prada Retail Malaysia Sdn | 292 | 213 | 603 | 7,523 | 100.0% |
| Prada Retail UK Ltd | 21,170 | 5,637 | 1,551 | 33,692 | 100.0% |
| Prada Retail Wll | 3,041 | 3,829 | 139 | 8,637 | 100.0% |
| Prada Rus LLC | 36,840 | 3 | (50,427) | 38,739 | 100.0% |
| Prada SA | 23,315 | 31 | 18,314 | 261,873 | 100.0% |
| Prada Saint Barthelemy SARL | 1,600 | 1,600 | 191 | 1,595 | 100.0% |
| Prada Saipan | 1,093 | 1,317 | 77 | 2,329 | 100.0% |
| Prada San Marino | 156 | 26 | 23 | (22) | 100.0% |
| Prada Saudi Arabia Ltd | 10,671 | 6,647 | 53 | 5,467 | 75.0% |
| Prada Singapore Pte, Ltd. | 2,478 | 699 | 3,229 | 27,291 | 100.0% |
| Prada South Africa (Pty) Ltd | 861 | 2,763 | 47 | 907 | 100.0% |
| Prada Spain S.A. | 29,375 | 240 | 1,223 | 17,478 | 100.0% |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
| (amounts in thousands of Euro) | Carrying amount | Share Capital | Latest net income / (loss) | Shareholders' equity | % interest held |
|---|---|---|---|---|---|
| Prada Sweden AB | 8,121 | 45 | 55 | 3,761 | 100.0% |
| Prada Switzerland sa | 59,327 | 24,373 | (639) | 36,935 | 100.0% |
| Prada (Thailand) Co.,Ltd. | 4,845 | 10,099 | 2,627 | 17,441 | 100.0% |
| Prada Ukraine | 6 | 6,148 | (1,435) | 3 | 100.0% |
| Prada USA Corp. | 145,759 | 142,706 | 15,478 | 297,836 | 100.0% |
| Prada Vietnam | 5,735 | 5,810 | (310) | 4,437 | 100.0% |
| PRM Services S.A. de R.L. de C.V. | 407 | 345 | (9) | 878 | 100.0% |
| Tannerie Limoges S.A.S. | 1,374 | 600 | 34 | 155 | 60.0% |
| 793,436 |
(1) Statutory figures at 31/12/2021
The amounts shown are those reported for consolidation purposes before the resolutions of the respective Boards of Directors which approve the financial statements were passed, so they could differ from the final version.
11. OTHER NON-CURRENT ASSETS
The composition of the other non-current assets is set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Prepaid for commercial agreements | 50,080 | 54,253 |
| Sundry other long-term receivables | 18,168 | 13,034 |
| Long-term guarantee deposits | 4,291 | 3,016 |
| Total | 72,539 | 70,303 |
Prepaid for commercial agreements relate to a commercial contract, for which the related benefits are expected to flow to the Company beyond a period of 12 months.
DEPOSITS
The security deposits are set forth below by type:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Nature: | ||
| Stores | 1,857 | 1,869 |
| Offices | 44 | 44 |
| Warehouses | 11 | 21 |
| Other | 2,378 | 1,082 |
| Total | 4,291 | 3,016 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The security deposits are set forth below by maturity:
| (amounts in thousands of Euro) | December 31 2022 |
|---|---|
| Maturity: | |
| within 1-2 years | - |
| within 2-3 years | 547 |
| within 3-4 years | 94 |
| within 4-5 years | 26 |
| After 5 years | 3,624 |
| Total | 4,291 |
12. LEASE LIABILITY
The following table sets forth the lease liabilities:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Short-term Lease Liability | 51,085 | 50,507 |
| Long-term Lease Liability | 305,073 | 312,767 |
| Total | 356,158 | 363,274 |
The Lease Liabilities decreased from Euro 363 million at January 1, 2022 to Euro 356 million mainly as a result of new contracts net of payments and closures of the period.
13. SHORT-TERM FINANCIAL PAYABLES AND BANK OVERDRAFTS
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Bank overdrafts | 7 | 1 |
| Short-term loans | 558 | 174 |
| Current portion of long-term loans | 90,200 | 172,044 |
| Deferred costs on loans | (224) | (245) |
| Short-term financial payables and bank overdrafts | 90,541 | 171,974 |
The short-term loans as at December 31, 2022 refer mainly to accrual of interests on the loans principal.
The remaining current portion of long-term loans is detailed in Note 18.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
14. FINANCIAL AND OTHER PAYABLES DUE TO PARENT COMPANIES, SUBSIDIARIES, ASSOCIATES AND RELATED PARTIES
The composition of current payables due to parent companies, subsidiaries, associates and related parties is set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial payables | 81,529 | 67,643 |
| Other payables | 31,042 | 18,357 |
| Total payables due within a year | 112,571 | 86,000 |
The increase in financial payables due to subsidiaries is attributable primarily to changes in intercompany account balances.
The amount is broken down by counterparty in Note 28.
The composition of the non-current payables due to parent companies, subsidiaries, associates and related parties is set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Financial payables due to subsidiaries | 13,878 | - |
| Total payables due after more than a year | 13,878 | - |
The increase is due to long-term reclassification from short-term of the Prada SA financial payables.
15. TRADE PAYABLES
The trade payables are set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Trade payables - Third parties | 232,662 | 227,220 |
| Trade payables - Subsidiaries and associated undertakings | 310,428 | 401,312 |
| Trade payables - Related parties | 4,936 | 7,249 |
| Total | 548,026 | 635,781 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The breakdown by counterparty of payables due to subsidiaries and associates and to related parties is provided in Note 28, "transactions with parent companies, subsidiaries, associates and related parties".
An aging analysis of the total trade payables is set forth below:
| (amounts in thousands of Euro) | December 31, 2022 | Current | Overdue (in days) | ||||
|---|---|---|---|---|---|---|---|
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 | |||
| Trade payables - third, parent and related parties | 237,598 | 234,821 | 40 | 15 | 66 | 16 | 2,641 |
| Trade payables - subsidiaries and associates | 310,428 | 307,752 | 185 | 84 | 23 | 22 | 2,363 |
| Total | 548,026 | 542,572 | 225 | 99 | 89 | 37 | 5,004 |
| (amounts in thousands of Euro) | December 31, 2021 | Current | Overdue (in days) | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 | |||
| Trade payables - third parent and related parties | 234,468 | 231,260 | 48 | 19 | 67 | 16 | 3,059 |
| Trade payables - subsidiaries and associates | 401,313 | 397,933 | 252 | 157 | 80 | 112 | 2,779 |
| Total | 635,781 | 629,193 | 300 | 176 | 147 | 128 | 5,838 |
16. TAX PAYABLES
The current tax liabilities are set forth below:
| (amounts in thousands of Euro) | December 31, 2022 | December 31, 2021 |
|---|---|---|
| Current income taxes | 163,907 | 60,791 |
| VAT and other taxes | 31,111 | 9,166 |
| Social security and pension contribution liabilities | 13,416 | 14,824 |
| Total | 208,434 | 84,781 |
The "Current income taxes" consist of the current tax liability, net of the total advances paid.
"VAT and other taxes" increased by Euro 22 million mainly for the retroactive effects of a bilateral agreement between tax authorities signed during the year.
"VAT and other taxes" include also personnel income tax (IRPEF) withholdings on employee pay and professional fees, and VAT liabilities arising on e-commerce sales in EU countries.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
17. OTHER CURRENT LIABILITIES
The "other current liabilities" are as follow:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Payables for capital expenditure | 33,363 | 22,822 |
| Payables to employees | 43,159 | 27,339 |
| Provision for return | 124,600 | 77,431 |
| Accrued expenses and deferred income | 6,971 | 6,599 |
| Other payables | 10,576 | 11,107 |
| Total | 218,669 | 145,298 |
The payables due to employees refer to wages and salaries, the 13th and 14th salary accruals, unused vacation time and performance bonuses.
The provision for returns is allocated to cover sales returns whose existence is certain but whose timing and amount are uncertain at the reporting date. The amount of the provision was estimated on the basis of historical/statistical data and forecasts of the number of items sold that could be returned in future.
"Payables for capex" includes the amounts due for capital expenditure as at December 31, 2022, described in Notes 7 and 8 on property, plant and equipment and intangible assets.
"Other payables" include Euro 9 million of the short-term portion of deferred income on commercial agreements and Euro 1.3 million in advances received from customers.
18. LONG-TERM FINANCIAL PAYABLES
The non-current financial payables are as follows:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Long-term bank borrowings | 351,478 | 441,678 |
| Deferred costs on loans | (278) | (665) |
| Total | 351,200 | 441,013 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
In 2022, the current portions of long-term loans were repaid for a total amount of Euro 172 million; no new medium/long-term loans were stipulated.
PRADA spa's loan covenants were fully complied with at December 31, 2022 and they are expected to be complied within the next 12 months as well.
The long-term bank borrowings as at December 31, 2022, excluding amortised costs, are set forth below:
| Recipient | Principal (Euro/thousands) | Type of loan | Loan currency | Maturity | Interest rate (1) | Short-term balance due (Euro/thousands) | Long-term balance due (Euro/thousands) | Guarantee |
|---|---|---|---|---|---|---|---|---|
| PRADA spa | 27,500 | Term-loan | EUR | 05/2030 | 2.737% | 3,667 | 23,833 | - |
| PRADA spa | 20,000 | Term-loan | EUR | 10/2024 | 2.718% | 10,000 | 10,000 | - |
| PRADA spa | 100,000 | Term-loan | EUR | 04/2025 | 2.000% | - | 100,000 | Mortgage loan |
| PRADA spa | 100,000 | Term-loan | EUR | 07/2026 | 3.332% | - | 100,000 | - |
| PRADA spa | 77,400 | Term-loan | EUR | 02/2026 | 3.599% | 25,200 | 52,200 | - |
| PRADA spa | 33,333 | Term-loan | EUR | 06/2024 | 3.402% | 22,222 | 11,111 | - |
| PRADA spa | 39,000 | Term-loan | EUR | 01/2025 | 2.332% | 18,000 | 21,000 | - |
| PRADA spa | 44,444 | Term-loan | EUR | 11/2026 | 2.704% | 11,111 | 33,333 | - |
| Total | 441,677 | 90,200 | 351,477 | |||||
| (1) the interest rates include the effect of interest rate risk hedges, if any |
The mortgage loan is secured by the building in Milan used as the Company's headquarters.
A maturity analysis is provided in Note 4.
19. LONG-TERM EMPLOYEE BENEFITS
| amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Post-employment benefits | 15,400 | 19,689 |
| Other long-term employee benefits | 22,777 | 20,122 |
| Total | 38,177 | 39,811 |
POST-EMPLOYMENT BENEFITS
The post-employment benefits recognised as at December 31, 2022 amount to Euro 15.4 million; they all refer to the provision for leaving indemnities and all the benefits are classified as defined benefit plans.
The provision for leaving indemnities was measured using the Projected Unit Credit Method with the support of Federica Zappari, an independent Italian
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
actuary, member (n. 1134) of the Ordine Nazionale degli Attuari (Italian Society of Actuaries).
The main actuarial assumptions for the years of valuation were as follows:
| December 31 2022 | December 31 2021 | |
|---|---|---|
| Average duration of plan (years) | 9.4 | 10.7 |
| Discount rate | 3.76% | 0.76% |
| Inflation rate: | 1.5% | |
| 2023 | 3.0% | |
| 2024 | 2.5% | |
| 2025 and following: | 2.0% |
The discount rate used to measure the defined benefit plans was determined on the basis of yields on bonds with an AA rating and a maturity date similar to that of the plans.
The actuarial gains and losses are as follow:
| (amounts in thousands of Euro) | Defined Benefit Plans (TFR) |
|---|---|
| Actuarial adjustments due to: | |
| (a) Changes in financial assumptions | (4,145) |
| (b) Other | 1,415 |
| Actuarial (gains)/losses | (2,730) |
Sensitivity analysis conducted on the main actuarial assumptions used as at December 31, 2022 showed that a 50 basis points increase or decrease in the parameters (discount rates, salary raises, inflation rate, probability of termination of service and percentage of leaving indemnity advances) would have an impact of $5\%$ or less on the obligations. Accordingly, the result of the analysis was considered immaterial with respect to possible effects on the financial statements.
Concerning the provision for leaving indemnities reported above, the following plan payments are expected in subsequent years:
| (amounts in thousands of Euro) | 2023 | 2024 | 2025 | 2026 | After 2026 |
|---|---|---|---|---|---|
| Defined Benefit Plans (TFR) | 1,166 | 919 | 1,011 | 813 | 17,565 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The changes in the liabilities for post-employment benefits as at December 31, 2022 are shown hereunder:
| amounts in thousands of Euro) | Post - employment benefits |
|---|---|
| Balance at December 31, 2021 | 19,689 |
| Financial income | (81) |
| Current service cost | 35 |
| New branch acquisition | 141 |
| Actuarial (Gains)/Losses | (2,730) |
| Indemnities paid | (1,654) |
| Balance at December 31, 2022 | 15,400 |
OTHER LONG-TERM EMPLOYEE BENEFITS
The other long-term employee benefits meet the IAS 19 and IFRS 2 definition of long-term employee benefits for the Company's key-management personnel. Their actuarial valuation at December 31, 2022, calculated using PUCM and fair value methodologies, resulted in Euro 22.8 million (Euro 20.1 million as at December 31, 2021), according to an independent actuarial appraisal.
The following table presents the changes in other long-term employee benefits for the year ended December 31, 2022:
| amounts in thousands of Euro) | Other long-term employee benefits |
|---|---|
| Balance at December 31, 2021 | 20,122 |
| Current service cost | 6,526 |
| Transfers | (149) |
| Utilisation for payments | (3,722) |
| Balance at December 31, 2022 | 22,777 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
20. PROVISIONS FOR RISKS AND CHARGES
The changes in the provisions for risks and charges are summarised below:
| (amounts in thousands of Euro) | Provision for litigation | Provision for tax disputes | Provision for coverage of losses of subsidiaries / associates | Other provision | Total |
|---|---|---|---|---|---|
| Balance at December 31, 2021 | 10,000 | 1,062 | 4,178 | 811 | 16,051 |
| Increases | - | 1,647 | - | - | 1,647 |
| Utilisation for payments | (10,000) | (32) | (4,178) | - | (14,210) |
| Reversals | - | (112) | - | - | (112) |
| Balance at December 31, 2022 | - | 2,565 | - | 811 | 3,376 |
The provisions for risks and charges represent the Directors' best estimate of the maximum outflow of resources needed to settle liabilities deemed to be probable. In the Directors' opinion, based on the information available to them, the total amount accrued for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them.
LEGAL DISPUTES
In relation to the provision for litigation, considering the execution on November 15, 2022, of a settlement agreement between the parties to terminate the dispute, PRADA spa paid to Chora S.r.l. an all-inclusive amount of Euro 17.8 million. PRADA spa utilised the Euro 10 million provision allocated in 2021 and recognised costs for Euro 7.8 million in the profit or loss.
TAX DISPUTES
The Company's main tax disputes at the reporting date are described hereunder.
The dispute filed by PRADA spa following an audit initiated in 2012 by the Italian Customs Agency for the tax years from 2007 to 2011 to determine the customs value of the products consists of three legal actions regarding the 2010 tax year, all of which are currently pending at the Supreme Court pursuant to appeals filed by the Company in 2019 and 2020, and for which the Company has already paid the amount due while the cases are pending.
Meanwhile, the Company established an appropriate method for measuring the value of imported products starting from May 2020, with retroactive effectiveness for the assessable years, in agreement with the Italian Customs Agency. The application of
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
such method led to the estimate, for the previous years, of an end-of-period liability of approximately Euro 0.4 million.
OTHER PROVISIONS
The other provisions amount to Euro 0.8 million at December 31, 2022 and refer to contractual obligations to restore leased property to its original condition.
21. OTHER NON-CURRENT LIABILITIES
The other non-current liabilities are as follows:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Deferred income for commercial agreements | 107,687 | 116,661 |
| Total | 107,687 | 116,661 |
Deferred income for commercial agreements decreased by Euro 9 million compared to December 31, 2021.
22. EQUITY
Equity composition is set forth hereunder:
| (amounts in thousands of Euro) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Share capital | 255,882 | 255,882 |
| Legal reserve | 51,176 | 51,176 |
| Share premium reserve | 410,047 | 410,047 |
| Other capital reserves | 182,899 | 182,899 |
| Retained Earnings | 1,094,216 | 974,884 |
| Fair value reserve | (10,404) | (10,992) |
| Cash flow hedge reserve | 7,927 | (12,745) |
| Net profit (loss) for the year | 571,683 | 310,650 |
| Total | 2,563,426 | 2,161,802 |
SHARE CAPITAL
As at December 31, 2022, approximately 80% of PRADA spa's share capital was owned by PRADA Holding spa and the remainder consisted of floating shares on the Main Board of the Hong Kong Stock Exchange.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Share capital consists of 2,558,824,000 shares with a par value of Euro 10 cents per share.
SHARE PREMIUM RESERVE
The share premium reserve has not changed from that of December 31, 2021.
OTHER CAPITAL RESERVES
The other capital reserves were created from cash contributions and debt waivers from shareholders.
RETAINED EARNINGS
The increase in "retained earnings" is mainly attributable to the allocation of net income of the previous year.
The change in "Retained earnings" includes a decrease of Euro 14 million, corresponding to the purchase price for the acquisition of the Church's wholesale distribution business from the subsidiary Church & Co Ltd. This transaction does not fall within the scope of IFRS 3 ("Business Combinations") as it represents a business combination under common control, and has been accounted for by applying the carryover method.
DIVIDENDS
During 2022, the Company distributed dividends of Euro 179,117,680 (Euro 0.07 per share), as approved at the General Meeting held on April 28, 2022 to approve the December 31, 2021 financial statements.
AVAILABILITY OF EQUITY
| (amounts in thousands of Euro) | December 31 2022 | Possible utilisation | Amount distributable | Summary of utilisation in the last three years | |
|---|---|---|---|---|---|
| Coverage of losses | Distribution of dividends | ||||
| Share capital | 255,882 | ||||
| Share premium reserve | 410,047 | A, B, C | 410,047 | - | - |
| Legal reserve | 51,176 | B | - | - | - |
| Other Reserves | 182,899 | A, B, C | 182,899 | - | - |
| Retained earnings | 1,094,216 | A, B, C | 1,059,261 | 16,176 | 243,088 |
| Fair value reserve | (10,404) | ||||
| Time value reserve | (4,035) | ||||
| Intrinsic value reserve | 11,962 | ||||
| Distributable amount | 1,652,207 | 16,176 | 243,088 | ||
| A share capital increase | |||||
| B coverage of losses | |||||
| C distributable to shareholders |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
Under Italian Civil Code Article 2431, the share premium reserve is fully distributable because the amount of the legal reserve is at least 20% of share capital. A non-distributable portion of retained earnings amounting to Euro 20.5 million refers to restricted reserves under Legislative Decree 38/2005, Article 7.
STATEMENT OF PROFIT OR LOSS
23. NET REVENUES
The net revenues are generated primarily by sales of finished products, and are stated net of returns and discounts. The net sales for the year amount to Euro 2.434 billion, up by 35% from those of the prior reporting period (Euro 1.805 billion in 2021).
Royalty income is Euro 75.5 million and derives from cosmetic sales by L'Oreal and Coty Geneve S.a. and eyewear sales by the Luxottica Group. Royalty income rose by 53.3% on 2021. Both eyewear and fragrances showed double-digit growth: eyewear continued the solid trend experienced in the first half of the year, and fragrances were also supported by the launch of the new fragrance, Prada Paradoxe.
| amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Net Sales | 2,433,852 | 1,805,459 |
| Royalties | 75,472 | 49,233 |
| Net revenues | 2,509,324 | 1,854,692 |
24. COST OF GOODS SOLD
The cost of goods sold is summarised below:
| amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Purchases of raw materials and production costs | 758,151 | 613,260 |
| Logistic costs, duties and insurance | 101,120 | 83,139 |
| Change in Inventories | (30,040) | 22,803 |
| Total | 829,231 | 719,202 |
The incidence of the cost of goods sold on net revenues for the twelve months ended December 31, 2022 was 33%, a substantial decrease from the 38% of 2021.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
A higher average price and greater absorption of production overheads are behind the improvement, despite the increase in production costs caused by inflationary pressures.
The following table sets forth depreciation, amortisation, impairment, labour costs and rent expenses included within the cost of goods sold:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Depreciation of Right of Use | 834 | 808 |
| Depreciation, amortisation and impairment | 12,318 | 13,102 |
| Labour costs | 91,853 | 82,703 |
| Fixed Rent | 2 | 3 |
| Total | 105,007 | 96,615 |
25. OPERATING EXPENSES
The operating expenses are summarised below:
| (amounts in thousands of Euro) | December 31 2022 | % of net revenues | December 31 2021 | % of net revenues |
|---|---|---|---|---|
| Advertising and promotion expenses | 193,296 | 7.7% | 167,638 | 9.0% |
| Product design and development costs | 113,425 | 4.5% | 100,521 | 5.4% |
| Selling expenses | 289,289 | 11.5% | 301,086 | 16.2% |
| General and administrative costs | 115,340 | 4.6% | 105,822 | 5.7% |
| Total | 711,350 | 28.3% | 675,067 | 36.4% |
The total operating expenses were Euro 711 million, up by Euro 36 million from those of 2021. The increase is attributable primarily to higher variable costs ensuing from greater communication activities, higher personnel and other general and administrative expenses, and reduced benefits in terms of the rent discounts and subsidies that had been available in 2021 due to Covid-19 emergency.
Advertising and communication costs consist of expenses incurred to carry out advertising campaigns, fashion shows and other events plus the overheads attributable to this business area. Advertising and communications costs, Euro 193 million in the twelve months ended December 31, 2022, up by Euro 25.7 million from the same period of 2021.
Product design and development costs include both the design phase - i.e. research and testing of patterns, fabrics, leather and production techniques and determination of the design concept - and the product development phase, involving planning and creation of prototypes.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
General and administrative costs, Euro 115 million in the twelve months ended December 31, 2022, showed an increase of Euro 10 million. This line includes the amount of Euro 7.8 million recognised as a cost in 2022 for the settlement of a litigation.
The following table sets forth depreciation, amortisation, impairment, labour costs (net of the government subsidies for the Covid-19 pandemic) and rent expense included within the operating expenses in accordance with the requirements of IAS 1:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Depreciation of Right of Use | 49,559 | 47,202 |
| Depreciation, amortisation and impairment | 60,462 | 56,279 |
| Labour costs | 217,079 | 190,850 |
| Pure Variable Lease (IFRS 16) | 3,659 | 1,370 |
| Short term and low value lease (IFRS 16) | 556 | 329 |
| Fixed Rent | 629 | 555 |
| Total | 331,944 | 296,584 |
26. INTEREST AND OTHER FINANCIAL INCOME/(EXPENSE), NET
Interest and exchange differences are presented below in comparison with the prior reporting period:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Interest expenses on borrowings | (7,688) | (9,028) |
| Interest income | 14,128 | 6,570 |
| Interest income/(expenses) IAS 19 | 104 | 114 |
| Exchange gains/(losses) - realised | (17,414) | (4,127) |
| Exchange gains/(losses) - unrealised | (1,288) | 2,460 |
| Other financial income/(expenses) | (143,177) | (41,668) |
| Interest and other financial income/(expenses), net | (155,333) | (45,679) |
| Interest income/(expenses) on lease liabilities | (4,125) | (3,420) |
| Dividends from investments | 49,594 | 23,785 |
| Total | (109,865) | (25,314) |
The exchange gains and losses refer exclusively to financial assets, including the effects of derivatives.
The interest on leases represents the present value adjustment of lease liabilities.
The other financial expense mainly regards impairment losses of investments in subsidiaries pursuant to the impairment testing results.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The dividends received are presented below by counterparty, in comparison with those of the prior period:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Prada Asia Pacific Ltd. | 27,849 | - |
| TRS Singapore Pte Limited | - | 224 |
| Prada Japan Co., Ltd. | 2,071 | 5,402 |
| Prada SA | 17,999 | 18,000 |
| Artisans Shoes S.r.l. | 1,201 | - |
| Other equity investments | 474 | 159 |
| Total | 49,594 | 23,785 |
27. TAXATION
The income taxes for the year ended December 31, 2022 and the prior reporting period are set forth below:
| (amounts in thousands of Euro) | December 31 2022 | December 31 2021 |
|---|---|---|
| Current taxation | 283,999 | 118,374 |
| Prior year taxes | 17,666 | 1,143 |
| Deferred taxation | (14,470) | 4,942 |
| Total | 287,195 | 124,459 |
Tax expenses totalled Euro 287 million, corresponding to 33% of the pre-tax income; the increase incidence compared to 2021 (29%) results from higher writedowns of investments and the retroactive effects of a bilateral agreement between tax authorities signed during the year, recognised as Prior year taxes.
The deferred tax assets and liabilities recognised at the current and previous reporting dates are shown below by the item to which they refer:
| (amounts in thousands of Euro) | Deferred taxes, net | Income statement effect | Equity effect | |
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||
| Employee benefits - defined benefit plans | 235 | 913 | (23) | (655) |
| Inventories | 24,572 | 16,428 | 8,144 | - |
| Property, plant and equipment | 2,639 | 1,623 | 1,015 | - |
| Intangible assets | (262) | 497 | (759) | - |
| Provision for returns/risks and charges | 19,728 | 15,124 | 4,605 | - |
| Allowance for doubtful debts | (1,369) | (1,369) | - | - |
| Derivative instruments | (2,503) | 4,025 | - | (6,528) |
| Other temporary differences | 5,611 | 4,123 | 1,488 | - |
| Total | 48,651 | 41,364 | 14,470 | (7,183) |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The following table shows the reconciliation between the effective tax rate and the theoretical tax rate:
| (amounts in thousands of Euro) | IRES | Eff, IRES rate | IRAP | Eff, IRAP rate | Total taxation | Eff, Total rate |
|---|---|---|---|---|---|---|
| Theoretical tax on income before taxation | 206,131 | 24.00% | 33,847 | 3.94% | 239,978 | 27.94% |
| Exempted dividends | (11,307) | -1.32% | - | - | (11,307) | -1.32% |
| Allowance for corporate equity | (5,183) | -0.60% | - | - | (5,183) | -0.60% |
| Impairment adjustment to investments | 36,140 | 4.21% | - | - | 36,140 | 4.21% |
| Other permanent differences | 1,214 | 0.14% | (9,257) | -1.08% | (8,043) | -0.94% |
| Retroactive effects of an agreement between tax authorities | 12,434 | 1.45% | 2,040 | 0.24% | 14,474 | 1.69% |
| Adjustments in annual tax return "UNICO" | 2,380 | 0.28% | 658 | 0.08% | 3,038 | 0.36% |
| Difference between income before taxation and net value of production | - | - | 18,097 | 2.11% | 18,097 | 2.11% |
| Taxes for period | 241,809 | 28.16% | 45,385 | 5.28% | 287,194 | 33.44% |
| Temporary differences | 12,586 | 1.47% | 1,731 | 0.20% | 14,317 | 1.67% |
| Current taxation | 254,395 | 29.63% | 47,116 | 5.48% | 301,511 | 35.11% |
28. TRANSACTIONS WITH PARENT COMPANIES, SUBSIDIARIES, ASSOCIATES AND RELATED PARTIES
The Company carries out trade and financial transactions with companies owned by entities that directly or indirectly control PRADA spa (related parties). The balances listed in the following tables result from transactions with related parties. The transactions regard mainly sales of goods, supplies of business services, loans, leases. The transactions take place on an arm's length basis.
The following tables report information on transactions with related parties in accordance with IAS 24, "Related Party Disclosures". The following transactions with related parties fall within the scope of application of the Hong Kong Stock Exchange Listing Rules.
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
STATEMENT OF FINANCIAL POSITION
| (amounts in thousands of Euro) | Trade receivables | Trade payables | Trade receivables | Trade payables |
|---|---|---|---|---|
| December 31 2022 | December 31 2022 | December 31 2021 | December 31 2021 | |
| Subsidiaries and associates | 792,028 | 310,428 | 542,392 | 401,312 |
| Artisans Shoes S.r.l. | 433 | 14,863 | 442 | 21,490 |
| COR 36 S.r.l. | - | - | 427 | - |
| Caffé Principe S.r.L | 13 | - | - | - |
| Church & Co Ltd | 12,588 | 13,650 | 12,651 | 1,380 |
| Church & Co. (USA) Ltd. | 142 | 2 | 139 | 1 |
| Church Austria GmbH | 59 | - | 43 | - |
| Church English shoes SA | 53 | - | 39 | - |
| Church Footwear (Shanghai) Co., Ltd | 86 | 1 | 173 | - |
| Church Footwear Ab | 175 | 1 | 163 | 1 |
| Church France SA | 291 | 15 | 227 | 15 |
| Church Hong Kong Retail C | 118 | - | 102 | - |
| Church Ireland Retail Ltd | - | - | 32 | - |
| Church Italia S.r.l. | 3,764 | 1,142 | 2,961 | 781 |
| Church Japan Co., Ltd. | 23 | - | 16 | - |
| Church UK Retail Ltd | 1,017 | 11 | 882 | 3 |
| Church's Denmark | 124 | 4 | 112 | - |
| Church's Eng. Shoes Sw.SA | 156 | 7 | 140 | 4 |
| Church's Germany | 71 | - | 54 | - |
| Church's Korea | 94 | - | 86 | - |
| Church's Netherlands | 193 | - | 182 | - |
| Church's Singapore | 178 | - | 169 | - |
| Church's Spain | 38 | - | 29 | - |
| Figline Srl | 461 | 1,286 | 486 | 435 |
| Hipic Prod Impex Srl | 516 | 3,357 | 337 | 2,738 |
| IPI Logistica S.r.l. | 596 | 639 | 560 | 2,372 |
| Kenon Limited | 10 | - | 7 | - |
| Luna Rossa Challenge Srl | 1,763 | - | 1,666 | - |
| Marchesi 1824 srl | 10,155 | 1,813 | 7,216 | 2,999 |
| Marchesi UK | 106 | - | 68 | - |
| Pelletteria Ennepi S.r.l. | 372 | 1,181 | 307 | 465 |
| Pelletteria Figline Srl - 3rd | 8 | - | 14 | - |
| Post Development Corp. | 19 | - | 16 | - |
| Prada (Thailand) Co.,Ltd. | 15,394 | 284 | 1,881 | 991 |
| Prada Asia Pacific Ltd. | 4,364 | 64,044 | 4,094 | 70,092 |
| Prada Australia Pty. Ltd | 5,302 | 878 | 2,674 | 6,506 |
| Prada Austria GmbH | 2,805 | 1,896 | 4,442 | 5,860 |
| Prada Belgium sprl | 3,211 | 883 | 3,349 | 1,461 |
| Prada Bosphorus Deri Mamuller Limited Sirketi | 18,232 | 184 | 6,106 | 528 |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 12,262 | 841 | 4,969 | 1,473 |
| Prada Canada Corp. | 11,414 | 5,484 | 6,629 | 7,895 |
| Prada Company SA | 12 | - | (3) | - |
| Prada Czech Republic s.r.o. | 3,550 | 126 | 985 | 464 |
| Prada Denmark | 2,808 | 1,281 | 1,362 | 1,272 |
| Prada Dongguan Trading co. LTD | 38 | 63 | 40 | 97 |
| Prada Emirates Llc (1) | 1,745 | 540 | 789 | 512 |
| Prada Fashion (Shanghai) | 170,460 | 29,114 | 126,645 | 14,412 |
| Prada Germany GmbH | 9,537 | 5,788 | 8,450 | 10,292 |
| Prada Guam LLC | 1,391 | 1,598 | 544 | 177 |
| Prada Hawaii Corp. | - | 7 | - | - |
| Prada Hellas Single Partner Limited Liability Company | 2,239 | 114 | 675 | 204 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
109
| (amounts in thousands of Euro) | Trade receivables | Trade payables | Trade receivables | Trade payables |
|---|---|---|---|---|
| December 31 2022 | December 31 2022 | December 31 2021 | December 31 2021 | |
| Prada Japan Co., Ltd. | 19,237 | 2,201 | 18,828 | 26,057 |
| Prada Kazakhstan Llp | 13,363 | 95 | 5,433 | - |
| Prada Korea Ltd. | 77,517 | 3,792 | 60,795 | 2,041 |
| Prada Kuwait Wll^{(1)} | 924 | 31 | 404 | 30 |
| Prada Macau Co., Ltd. | 6,893 | 13,758 | 5,246 | 5,733 |
| Prada Middle East Fzco | 39,309 | 1,284 | 32,045 | 2,934 |
| Prada Montecarlo Sam | 1,222 | 3,261 | 2,831 | 5,315 |
| Prada Netherlands B.V. | 6,075 | 208 | 3,397 | 2,090 |
| Prada New Zealand Pty. Ltd | 610 | 945 | 372 | 709 |
| Prada Norway AS | 13 | - | - | - |
| Prada Panama S.A. | - | - | 231 | 791 |
| Prada Portugal, Unipessoal LDA | 4,458 | 271 | 925 | 545 |
| Prada Retail Aruba N.V. | 2,543 | 598 | 1,668 | 507 |
| Prada Retail France SaS | 25,551 | 27,748 | 18,953 | 48,078 |
| Prada Retail Malaysia Sdn | 2,937 | 82 | 1,959 | 1,437 |
| Prada Retail Mexico S. de R.L. de C.V. | 9,949 | 1,599 | 3,185 | 52 |
| Prada Retail UK Ltd | 39,753 | 11,569 | 22,591 | 19,101 |
| Prada Retail UK Ltd. - Irish Branch | 2,429 | 796 | 2,890 | 485 |
| Prada Retail Wll | 1,623 | 222 | 2,673 | 3 |
| Prada Rus LLC | 28,367 | 121 | 35,066 | 1,190 |
| Prada SA | 46 | 28 | 39 | 28 |
| Prada SA,Lux,Swiss Branch | 2,014 | 4,166 | 1,714 | 25,196 |
| Prada Saint Barthelemy SARL | 4,213 | 401 | 3,459 | 336 |
| Prada Saipan | 888 | 1,264 | 71 | 48 |
| Prada San Marino | 2,209 | 227 | 1,939 | - |
| Prada Saudi Arabia Ltd | 1,254 | 2,190 | 499 | 159 |
| Prada Singapore Pte, Ltd. | 15,846 | 67 | 2,666 | 7,052 |
| Prada South Africa (Pty) Ltd | 515 | 1,521 | 515 | 1,521 |
| Prada Spain S.A. | 15,303 | 408 | 9,674 | 7,888 |
| Prada Sweden AB | 595 | 620 | 626 | 1,036 |
| Prada Switzerland sa | 6,549 | 4,910 | 7,221 | 5,890 |
| Prada Taiwan Ltd Branch Taipei | 10,335 | 1,590 | 7,761 | 454 |
| Prada USA Corp. | 147,120 | 72,352 | 81,658 | 78,639 |
| Prada Ukraine | 1,201 | - | 835 | 6 |
| Prada Vietnam | 2,772 | 385 | 832 | 745 |
| Tannerie Limoges S.A.S. | 13 | 622 | 15 | 296 |
| Parent company and related parties | 644 | 4,936 | 580 | 7,248 |
| Chora Srl | - | - | - | 433 |
| Conceria Superior S.p.A. | - | 2,926 | - | 1,258 |
| Filati Biagioli Modesto Srl | 27 | 67 | - | 2,877 |
| LUDO DUE S.R.L. | - | (7) | - | - |
| Les Femmes Srl | 599 | 1,944 | 569 | 2,676 |
| PRADA HOLDING S.P.A. | 18 | - | 11 | - |
| Peschiera Immobiliare srl | - | 6 | - | 3 |
| Total | 792,672 | 315,364 | 542,972 | 408,560 |
| Note: | ||||
| (1) Company consolidated according to IFRS 10 definition of control |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
| (amounts in thousands of Euro) | Financial receivables | Other receivables | Financial receivables | Other receivables |
|---|---|---|---|---|
| December 31 2022 | December 31 2022 | December 31 2021 | December 31 2021 | |
| Subsidiaries and associates | 429,109 | 19,710 | 453,920 | 14,198 |
| Artisans Shoes S.r.l. | 2,964 | 238 | 8,595 | 216 |
| Caffè Principe S.r.L. | 501 | - | - | - |
| Church & Co Ltd | 57,888 | 153 | 52,630 | 157 |
| Church Italia S.r.l. | 19 | 8,425 | (28) | 6,968 |
| Figline Srl | 2,123 | - | 4,412 | 47 |
| Hipic Prod Impex Srl | 18,463 | - | 10,949 | - |
| IPI Logistica S.r.l. | - | 14 | - | 17 |
| Luna Rossa Challenge Srl | 6,270 | 10,014 | 1,760 | 6,000 |
| Marchesi 1824 srl | 32,190 | 120 | 37,781 | 64 |
| Pelletteria Ennepi S.r.l. | 291 | - | 454 | 70 |
| Pelletteria Figline Srl - 3rd | 4,125 | 338 | 5,411 | 304 |
| Prada (Thailand) Co.,Ltd. | - | - | 4,517 | - |
| Prada Asia Pacific Ltd. | - | 189 | - | 164 |
| Prada Australia Pty. Ltd | - | - | 7,048 | - |
| Prada Austria GmbH | 5,043 | - | 5,009 | - |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | - | 5 | - | 5 |
| Prada Denmark | 2,075 | - | 2,022 | - |
| Prada Dongguan Trading co. LTD | - | 38 | - | 25 |
| Prada Fashion (Shanghai) | - | 6 | - | 6 |
| Prada Germany GmbH | 27,498 | - | 27,340 | - |
| Prada Hellas Single Partner Limited Liability Company | - | - | 796 | - |
| Prada Maroc Sarlau | - | 3 | - | 3 |
| Prada Middle East FZCO | 13,145 | 5 | 12,379 | 5 |
| Prada Montecarlo Sam | 42,249 | - | 41,974 | - |
| Prada New Zealand Pty. Ltd | 1,515 | - | 1,514 | - |
| Prada Retail France SaS | 58,156 | - | 73,621 | - |
| Prada Retail Malaysia Sdn | 5,429 | - | 5,389 | - |
| Prada Retail UK Ltd | 20,739 | 35 | 21,517 | 25 |
| Prada Retail UK Ltd. - Irish Branch | 1,928 | - | 1,903 | - |
| Prada Retail SPC | 21,129 | - | 13,619 | - |
| Prada Saipan | 471 | - | - | - |
| Prada Saudi Arabia | 3,164 | - | 2,980 | - |
| Prada Singapore Pte, Ltd. | - | - | 6,553 | - |
| Prada Spain S.A. | 60,836 | - | 64,092 | - |
| Prada Switzerland sa | 32,846 | 121 | 29,960 | 116 |
| Prada USA Corp. | - | 5 | - | 5 |
| Prada Ukraine | 707 | - | - | - |
| Prada Vietnam | - | - | 2,682 | - |
| Tannerie Limoges S.A.S. | 7,347 | - | 7,044 | - |
| Parent company and related parties | 3,349 | - | 1,131 | 22,711 |
| Chora Srl | - | - | - | 4,711 |
| Filati Biagioli Modesto Srl | 2,218 | - | - | - |
| Les Femmes Srl | 1,131 | - | 1,131 | - |
| Orexis S.r.l. | - | - | - | 18,000 |
| Total | 432,458 | 19,710 | 455,050 | 36,909 |
| (amounts in thousands of Euro) | Fair value IRS
"fair value through profit or loss" | |
| --- | --- | --- |
| | December 31
2022 | December 31
2021 |
| Kenon Ltd | 2,563 | 4,814 |
| (amounts in thousands of Euro) | Financial payables | Other payables | Financial payables | Other payables |
| --- | --- | --- | --- | --- |
| | December 31
2022 | December 31
2022 | December 31
2021 | December 31
2021 |
| Subsidiaries and associates | 95,407 | 31,042 | 67,643 | 13,357 |
| Artisans Shoes S.r.l. | - | 124 | - | 124 |
| Church & Co Ltd | - | 15,539 | - | - |
| Church Italia S.r.l. | - | 266 | - | 117 |
| Figline Srl | - | 490 | 36 | 1,056 |
| IPI Logistica S.r.l. | 3,088 | 4 | 1,268 | 3 |
| Marchesi 1824 srl | - | 11,699 | - | 9,367 |
| Pelletteria Ennepi S.r.l. | - | 111 | - | 361 |
| Post Development Corp. | 153 | - | 144 | - |
| Prada Australia Pty. Ltd | - | 3 | - | - |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | - | 4 | - | 3 |
| Prada Canada Corp. | - | 27 | - | - |
| Prada Dongguan Trading co. LTD | - | 61 | - | 61 |
| Prada Fashion (Shanghai) | - | 7 | - | 7 |
| Prada Germany GmbH | 6,083 | 528 | 6,884 | 529 |
| Prada Japan Co., Ltd. | - | 13 | - | 6 |
| Prada Middle East FZCO | - | 8 | - | 8 |
| Prada Netherlands B.V. | 10,835 | - | 6,676 | - |
| Prada Retail France SaS | 4,021 | - | - | - |
| Prada Retail Mexico S. de R.L. de C.V. | - | 1 | - | - |
| Prada Retail UK Ltd | - | - | - | 3 |
| Prada Retail UK Ltd. - Irish Branch | 796 | - | 1,593 | - |
| Prada SA,Lux,Swiss Branch | 66,996 | 1,572 | 50,828 | 1,572 |
| Prada South Africa (Pty) Ltd | - | 5 | - | 5 |
| Prada Spain S.A. | 3,210 | 29 | - | 29 |
| Prada Switzerland sa | 14 | 134 | 15 | 134 |
| Prada Taiwan Ltd Branch Taipei | - | (1) | - | - |
| Prada USA Corp. | 210 | 419 | 198 | (27) |
| Parent company and related parties | - | - | - | 5,000 |
| PA BE 1 S.r.l. | - | - | - | 5,000 |
| Total | 95,407 | 31,042 | 67,643 | 18,357 |
| (amounts in thousands of Euro) | Other liabilities | |
| --- | --- | --- |
| | December 31
2022 | December 31
2021 |
| Remuneration of Board of Directors | 4,405 | 1,702 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
STATEMENT OF PROFIT OR LOSS
| (amounts in thousands of Euro) | Net Revenues | Net Revenues | Cost of goods sold | Cost of goods sold |
|---|---|---|---|---|
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | |
| Subsidiaries and associates | 1,886,673 | 1,323,665 | 118,414 | 88,270 |
| Artisans Shoes S.r.l. | 4 | 6 | 61,770 | 52,480 |
| COR 36 S.r.l. New Zeland Branch | - | (275) | - | - |
| COR 36 S.r.l. | - | 1 | - | 13 |
| Church & Co Ltd | 3,131 | 4,628 | 12,564 | 3,049 |
| Church Footwear (Shanghai) Co., Ltd | - | 1 | - | - |
| Church France SA | 1 | 1 | - | - |
| Church Italia S.r.l. | 1 | (1) | - | 4 |
| Church Japan Co., Ltd. | - | 1 | - | - |
| Church UK Retail Ltd | 1 | 2 | - | - |
| Figline Srl | 2 | 3 | 6,835 | 4,030 |
| Hipic Prod Impex Srl | 7 | 10 | 11,845 | 8,263 |
| IPI Logistica S.r.l. | - | - | 617 | 576 |
| Luna Rossa Challenge Srl | 55 | 4 | - | - |
| Marchesi 1824 srl | 3 | 8 | 29 | 30 |
| Pelletteria Ennepi S.r.l. | 1 | 2 | 6,602 | 5,269 |
| Prada (Thailand) Co., Ltd. | 40,121 | 8,603 | 15 | - |
| Prada Asia Pacific Ltd. | (35,582) | (35,384) | 1,826 | 2,155 |
| Prada Australia Pty. Ltd | 24,944 | 4,117 | 35 | - |
| Prada Austria GmbH | 17,268 | 5,902 | 9 | 2 |
| Prada Belgium sprl | 4,572 | 3,712 | 2 | 38 |
| Prada Bosphorus Deri Mamuller Limited Sirketi | 31,224 | 10,723 | (1) | - |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 17,915 | 6,374 | - | - |
| Prada Canada Corp. | 43,172 | 25,001 | - | (1) |
| Prada Czech Republic s.r.o. | 4,283 | 1,140 | 3 | - |
| Prada Denmark | 3,417 | 2,084 | - | - |
| Prada Dongguan Trading co. LTD | - | - | 902 | 855 |
| Prada Emirates Llc (1) | 91 | 6 | 12 | 3 |
| Prada Fashion (Shanghai) | 274,762 | 383,922 | 2 | 8 |
| Prada Germany GmbH | 60,095 | 31,200 | 76 | - |
| Prada Guam LLC | (519) | 568 | - | - |
| Prada Hellas Single Partner Limited Liability Company | 5,561 | 1,538 | 3 | - |
| Prada Japan Co., Ltd. | 134,289 | 80,350 | 624 | 537 |
| Prada Kazakhstan Llp | 9,897 | 3,883 | - | - |
| Prada Korea Ltd. | 257,679 | 208,107 | 164 | 217 |
| Prada Kuwait Wll (1) | (1) | - | (1) | (1) |
| Prada Macau Co., Ltd. | 2,320 | 15,982 | 2 | - |
| Prada Middle East FZCO | 98,157 | 62,298 | - | (60) |
| Prada Montecarlo Sam | 4,710 | (878) | 1 | 31 |
| Prada Netherlands B.V. | 22,432 | 10,952 | 1 | 1 |
| Prada New Zealand Pty. Ltd | 1,090 | 316 | - | - |
| Prada Panama SA | - | (413) | - | - |
| Prada Portugal, Unipessoal LDA | 12,666 | 2,294 | 22 | 2 |
| Prada Retail Aruba | 1,205 | 614 | - | - |
| Prada Retail France SaS | 88,680 | 19,748 | 2,560 | 2,118 |
| Prada Retail Malaysia Sdn | 17,406 | 6,191 | 6 | 5 |
| Prada Retail Mexico S. de R.L. de C.V. | 17,891 | 8,485 | 11 | - |
| Prada Retail UK Ltd | 91,008 | 35,193 | 1,698 | 1,042 |
| Prada Retail UK Ltd. - Irish Branch | 4,432 | 4,238 | - | - |
| Prada Retail SPC | 36 | 995 | - | - |
| Prada Rus LLC | 9,104 | 40,459 | 1 | 11 |
| Prada SA,Lux,Swiss Branch | - | 1 | - | - |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
| (amounts in thousands of Euro) | Net Revenues | Net Revenues | Cost of goods sold | Cost of goods sold |
|---|---|---|---|---|
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | |
| Prada ST. Barthelemy | 3,474 | 1,542 | - | - |
| Prada Saipan | (435) | (102) | - | - |
| Prada San Marino | 2,132 | 2,992 | - | - |
| Prada Saudi Arabia | 257 | 247 | 78 | 70 |
| Prada Singapore Pte, Ltd. | 45,240 | 3,442 | 46 | 45 |
| Prada South Africa (Pty) Ltd | - | (21) | - | - |
| Prada Spain S.A. | 48,510 | 18,319 | 42 | 3 |
| Prada Sweden AB | 2,569 | 1,518 | 2 | 1 |
| Prada Switzerland sa | 19,820 | 11,742 | 109 | 29 |
| Prada Taiwan Ltd Branch Taipei | 31,972 | 26,559 | - | - |
| Prada USA Corp. | 461,412 | 296,980 | 3,312 | 2,175 |
| Prada Ukraine | 353 | 1,900 | - | - |
| Prada Vietnam | 3,837 | 1,752 | 166 | 179 |
| TRS Guam | - | (586) | - | - |
| TRS Hawaii LLC | - | (906) | - | - |
| TRS MACAU | - | 3,892 | - | - |
| TRS Okinawa | - | 1,682 | - | - |
| Tannerie Limoges S.A.S. | 1 | 1 | 6,424 | 5,091 |
| Parent company and related parties | - | - | 25,080 | 20,048 |
| Conceria Superior S.p.A. | - | - | 13,456 | 10,821 |
| Filati Biagioli Modesto Srl | - | - | 4,150 | 3,777 |
| Les Femmes Srl | - | - | 7,479 | 5,455 |
| Peschiera Immobiliare srl | - | - | (5) | (5) |
| Total | 1,886,673 | 1,323,665 | 143,494 | 108,318 |
(1) Company consolidated according to IFRS 10 definition of control
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
| (amounts in thousands of Euro) | Operating expenses | Operating expenses | Interest and other financial income (expenses), net | Interest and other financial income (expenses), net |
|---|---|---|---|---|
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | |
| Subsidiaries and associates | (23,498) | (123,223) | 13,392 | 6,907 |
| Artisans Shoes S.r.l. | (2,147) | (2,305) | 31 | 5 |
| COR 36 S.r.l. New Zeland Branch | - | (189) | - | - |
| COR 36 S.r.l. | - | (11,498) | - | - |
| Caffè Principe S.r.L. | 13 | - | 1 | - |
| Church & Co Ltd | (3,254) | 629 | 3,213 | 500 |
| Church & Co. (USA) Ltd. | 3 | 8 | - | - |
| Church Austria GmbH | 16 | 11 | - | - |
| Church English shoes SA | 14 | 9 | - | - |
| Church Footwear (Shanghai) Co., Ltd | 21 | 27 | - | - |
| Church Footwear Ab | 13 | 11 | - | - |
| Church France SA | 61 | 59 | 1 | 1 |
| Church Hong Kong Retail C | 14 | 12 | - | - |
| Church Ireland Retail Ltd | - | 8 | - | - |
| Church Italia S.r.l. | 341 | 284 | 1 | 1 |
| Church Japan Co., Ltd. | 42 | 31 | - | - |
| Church UK Retail Ltd | 136 | 84 | - | - |
| Church's Denmark | 11 | 10 | - | - |
| Church's Eng. Shoes Sw.SA | 13 | 9 | - | - |
| Church's Germany | 17 | 12 | - | - |
| Church's Korea | 8 | 9 | - | - |
| Church's Netherlands | 10 | 9 | - | - |
| Church's Singapore | 10 | 6 | - | - |
| Church's Spain | 9 | 6 | - | - |
| Figline Srl | (3) | 148 | 24 | 31 |
| Hipic Prod Impex Srl | 786 | 441 | 795 | 167 |
| IPI Logistica S.r.l. | 164 | 129 | (3) | - |
| Kenon Limited | 10 | 10 | 994 | 1,528 |
| Luna Rossa Challenge 2013 NZ LTD | - | 12 | - | - |
| Luna Rossa Challenge Srl | (14,983) | (21,224) | 29 | - |
| Marchesi 1824 srl | 44 | 115 | 469 | 605 |
| Marchesi UK | 39 | 16 | - | - |
| PRM Services S. De R.L. de CV | - | 7 | - | - |
| Pelletteria Ennepi S.r.l. | 416 | 309 | 3 | 1 |
| Pelletteria Figline Srl - 3rd | 16 | 16 | 60 | 11 |
| Post Development Corp. | 3 | 2 | - | - |
| Prada (Thailand) Co.,Ltd. | 875 | 561 | 31 | 75 |
| Prada Asia Pacific Ltd. | (6,412) | (33,309) | (4) | (4) |
| Prada Australia Pty. Ltd | 1,379 | 1,258 | 24 | 18 |
| Prada Austria GmbH | 909 | 560 | 50 | 26 |
| Prada Belgium sprl | 514 | 392 | - | 2 |
| Prada Bosphorus Deri Mamuller Limited Sirketi | 18,419 | 4,517 | 31 | 1 |
| Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 380 | 473 | - | - |
| Prada Canada Corp. | (3,822) | (6,683) | - | - |
| Prada Company SA | 16 | 1 | - | - |
| Prada Czech Republic s.r.o. | 344 | 184 | - | - |
| Prada Denmark | 416 | 298 | 63 | 22 |
| Prada Dongguan Trading co. LTD | 38 | 40 | - | - |
| Prada Emirates Llc (1) | 1,835 | 890 | - | - |
| Prada Fashion (Shanghai) | 3,522 | (275) | - | - |
| Prada Germany GmbH | 3,893 | 3,234 | 354 | 74 |
| Prada Guam LLC | 135 | 45 | - | - |
| Prada Hellas Single Partner Limited Liability Company | 378 | 227 | 2 | 38 |
| Prada Japan Co., Ltd. | 6,244 | 3,755 | - | - |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
115
| (amounts in thousands of Euro) | Operating expenses | Operating expenses | Interest and other financial income (expenses), net | Interest and other financial income (expenses), net |
|---|---|---|---|---|
| December 31 2022 | December 31 2021 | December 31 2022 | December 31 2021 | |
| Prada Kazakhstan Llp | 3,615 | 2,226 | - | - |
| Prada Korea Ltd. | 5,552 | 3,658 | - | - |
| Prada Kuwait Wll (1) | 515 | 326 | - | - |
| Prada Macau Co., Ltd. | 727 | 886 | - | - |
| Prada Middle East FZCO | 502 | 173 | - | - |
| Prada Montecarlo Sam | 476 | 319 | 1,533 | 1,393 |
| Prada Netherlands B.V. | 843 | 459 | (9) | (6) |
| Prada New Zealand Pty. Ltd | (60) | 89 | 39 | 13 |
| Prada Norway AS | 13 | - | - | - |
| Prada Panama SA | - | (14) | - | - |
| Prada Portugal, Unipessoal LDA | 629 | 382 | 5 | 9 |
| Prada Retail Aruba | 50 | 27 | - | - |
| Prada Retail France SaS | 1,620 | 387 | 2,225 | 1,449 |
| Prada Retail Malaysia Sdn | 611 | 248 | 332 | 167 |
| Prada Retail Mexico S. de R.L. de C.V. | 4,821 | 1,883 | - | - |
| Prada Retail UK Ltd | 3,991 | 2,508 | 848 | 106 |
| Prada Retail UK Ltd. - Irish Branch | 186 | 242 | 56 | 8 |
| Prada Retail SPC | 1,378 | 2,851 | 404 | 22 |
| Prada Rus LLC | 555 | 9,590 | 5 | 8 |
| Prada SA | 7 | 7 | - | 1 |
| Prada SA,Lux,Swiss Branch | (23,384) | (36,955) | (454) | (44) |
| Prada ST. Barthelemy | 536 | (293) | - | - |
| Prada Saipan | 82 | 14 | 2 | - |
| Prada San Marino | 224 | 51 | 1 | 1 |
| Prada Saudi Arabia | (1,460) | 327 | - | - |
| Prada Singapore Pte, Ltd. | 1,120 | 766 | 47 | 56 |
| Prada South Africa (Pty) Ltd | - | 6 | - | - |
| Prada Spain S.A. | 1,888 | 1,085 | 560 | 96 |
| Prada Sweden AB | 295 | 235 | - | - |
| Prada Switzerland sa | 868 | 580 | 1,393 | 240 |
| Prada Taiwan Ltd Branch Taipei | 841 | 1,118 | - | - |
| Prada USA Corp. | (42,666) | (59,527) | 50 | 76 |
| Prada Ukraine | 13 | 53 | 7 | - |
| Prada Vietnam | 1,214 | (376) | 1 | 35 |
| TRS Guam | - | 4 | - | - |
| TRS MACAU | - | 18 | - | - |
| TRS Okinawa | - | 8 | - | - |
| TRS Singapore Pte Limited | - | 3 | - | - |
| Tannerie Limoges S.A.S. | (6) | 22 | 178 | 175 |
| Parent company and related parties | (1,719) | (2,670) | (112) | (76) |
| Chora Srl | - | (856) | - | - |
| Conceria Superior S.p.A. | 122 | (58) | - | - |
| Filati Biagioli Modesto Srl | (48) | (36) | 36 | - |
| LUDO DUE S.R.L. | (1,119) | (1,121) | (131) | (56) |
| Les Femmes Srl | (47) | - | 11 | 11 |
| Ludo Tre S.r.l. | - | 1 | - | - |
| Orexis S.r.l. | - | (74) | - | (1) |
| PRADA HOLDING S.P.A. | (68) | 4 | (1) | - |
| Peschiera Immobiliare srl | (559) | (530) | (27) | (30) |
| Total | (25,217) | (125,893) | 13,280 | 6,831 |
(1) Company consolidated according to IFRS 10 definition of control
COMMITMENTS
GUARANTEES GIVEN
The guarantees concern:
- sureties of Euro 287 million given to third parties and related parties on behalf of Group companies;
- letters of comfort for Euro 266 million issued to banks on behalf of subsidiaries.
OTHER COMMITMENTS
The Company had no significant binding purchase commitments as at December 31, 2022.
In 2011, PRADA spa and Al Tayer Insignia llc ("Al Tayer") stipulated an agreement expiring on December 31, 2021 to develop the Prada and Miu Miu brands in the Middle East retail business (the "joint venture"). That agreement resulted in the establishment of subsidiary Prada Middle East fzco, followed by Prada Emirates llc and Prada Kuwait llc. At the date of approval of these Separate Financial Statements, Prada and Al Tayer were managing the joint venture under principles of ordinary administration while negotiating the expired contractual terms. Management is confident that through the negotiations PRADA spa can acquire 19% of the shares owned by Al Tayer, bringing the stake in Prada Middle East to 79%, upon the payment of an amount that does not exceed the corresponding non-controlling interest in equity stated in the financial statements.
ADDITIONAL INFORMATION
BOARD OF DIRECTOR REMUNERATION
Remuneration of Prada S.p.A. Board of Directors for the year ended December 31, 2022 is as follow:
| (amounts in thousands of Euro) | December 31, 2022 |
|---|---|
| Directors' fees | 38,246 |
| Remuneration and other benefits | 1,436 |
| Bonuses and other incentives | 823 |
| Benefits in kind | 25 |
| Pension, healthcare and TFR contributions | 392 |
| Total | 40,922 |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The Board remuneration includes the allocation of the amounts decided at the General Meetings held on May 27, 2021 and January 28, 2022, and the additional remuneration approved by the Board of Directors, with the agreement of the Board of Statutory Auditors, in view of the specific duties carried out by each Director. During the year, Ms. Alessandra Cozzani, past Director of the Company, received a remuneration of Euro 1,565,426, benefits in kind of Euro 20,406, pension, healthcare and TFR contribution of Euro 75,828. Bonuses and other incentives for the year 2021 were over-accrued for the amount of Euro 102,600.
DELOITTE & TOUCHE SPA FEES
The total fees of the independent audit firm, Deloitte & Touche S.p.A. for the audit of PRADA spa's accounts (audit of the separate financial statements and Group consolidated financial statements), amount to Euro 475 thousands.
The total fees paid to Deloitte & Touche S.p.A. for auditing the financial statements of the year ended December 31, 2021, and for other services provided by Deloitte to PRADA spa (amounts in thousands of Euro) are as follow:
| Type of service | Audit firm | twelve months ended December 31, 2022 | twelve months ended December 31, 2021 |
|---|---|---|---|
| Audit services | Deloitte & Touche spa | 475 | 508 |
| Total audit fees | 475 | 508 | |
| Other advisory services | Deloitte & Touche spa | 21 | 24 |
| Other advisory services | Deloitte Network | 353 | - |
| Total non-audit fees to Deloitte Network | 374 | 24 | |
| Total compensation to Deloitte Network | 849 | 532 |
NUMBER OF EMPLOYEES
The average FTE (calculated through ratio between effective working hours and standard working hours) of the employees, by business division, is presented below:
| FTE (full time equivalent) (1) | December 31 2022 | December 31 2021 |
|---|---|---|
| Production | 1,893 | 1,747 |
| Product design and development | 921 | 914 |
| Communications | 87 | 76 |
| Selling | 1,005 | 977 |
| General and administrative services | 560 | 510 |
| 0 | ||
| Total | 4,466 | 4,224 |
| Note: (1) Agency workers included |
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
The average number of employees by job title as at December 31, 2022 and December 31, 2021 is presented below:
| Headcount (1) | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Executive | 115 | 103 |
| Manager | 405 | 350 |
| Staff | 2,202 | 2,161 |
| Labor | 1,754 | 1,730 |
| Total | 4,476 | 4,344 |
| Note:
(1) Agency workers are not included | | |
EMPLOYEE REMUNERATION
The remuneration of employees by business division as at December 31, 2022 and December 31, 2021 is presented below:
| Remunements in thousands of Euro | December 31
2022 | December 31
2021 |
| --- | --- | --- |
| Production | 103,603 | 91,849 |
| Product design and development | 60,017 | 58,092 |
| Advertising and Communications | 8,970 | 7,959 |
| Selling | 81,848 | 65,658 |
| General and administrative services | 60,587 | 53,204 |
| Total | 315,025 | 276,762 |
By order of the Board

Paolo Zannoni
Chairman
March 9, 2023
PRADA spa
2022 Separate Financial Statements - Notes to the Financial Statements
INDEPENDENT AUDITORS' REPORTS
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
119
INDEPENDENT AUDITORS' REPORT
The Independent Auditor's Reports included in this Separate Financial Statements are in two different formats taking into account the differences between the auditing standards adopted in the Italian jurisdiction (ISA Italia) and the International Auditing Standards (ISAs) issued by the International Auditing and Assurance Standard Boards (IAASB). Specifically, in Italy, where the Company is domiciled, the Independent Auditor's report is issued for statutory purposes in accordance with ISA Italia pursuant to art, 14 of Italian Legislative Decree no 39 of January 27, 2010, while in accordance to the regulations applicable in Hong Kong, where the Company's shares are listed on the Main Board of the Hong Kong Stock Exchange, the Independent Auditors' report is issued in accordance with ISAs.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
Deloitte & Touche S.p.A.
Via Tortona, 25
20144 Milano
Italia
Tel: +39 02 83322111
Fax: +39 02 83322112
www.deloitte.it
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Prada S.p.A.
Opinion
We have audited the financial statements of Prada S.p.A. (the "Company"), which comprise the statement of financial position as at December 31, 2022, the statement of profit or loss, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity for the year then ended and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying 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.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. 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.
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona
Tesle Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220,00 i.v.
Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166
Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTL"), le membra firm aderenti al suo network e le entità a esse comitate. DTTL e ciascuna delle sue membra firm sono entità giuridicamente separate e indipendenti tra loro. DTTL (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue membra firm all'indirizzo www.deloitte.com/about.
© Deloitte & Touche S.p.A.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
Impairment test
Description of the key audit matter
As described in Notes 8 and 10 to the financial statements, the Company accounts for goodwill of Euro 108.6 million and investments in subsidiaries and associates of Euro 793.4 million. In accordance with IAS 36 - Impairment of assets, goodwill has to be tested for recoverability at least annually. Furthermore, in light of specific identified impairment indicators, Management carried out impairment tests for some of the investments in subsidiaries recorded at December 31, 2022 by comparing their recoverable amount to their carrying amount.
In order to measure the recoverable amount of the tested assets, Management determined the value in use using present value techniques based on estimates and assumptions using, among other, projected cash flows of the CGUs, appropriate discount rates ("WACC") and long-term growth rates ("g-rate").
As a result of the tests performed, impairment losses for a total amount of Euro 146.4 million have been recognized on investments in subsidiaries, mainly related to Prada Rus LLC and Church & Co Ltd.
In particular, the recoverable amount of Prada Rus LLC has been estimated based on two hypothetical scenarios to which Management assigned a likelihood of occurrence: the first one assumes the recovery of business in Russia in mid-2024, whereas the second one assumes the impossibility of returning to normal market conditions in the medium term and the realisation of the investment through liquidation of the subsidiary. In the latter scenario, the recoverable amount is substantially in line with the net equity of the subsidiary, mainly composed by the buildings owned in Russia whose fair value was estimated with the support of an independent expert, also considering the significant uncertainty currently characterizing the real estate industry in Russia and the Russian financial system in general. As a result of the test performed, the Company recognized an impairment loss allocated to Prada Rus LLC of Euro 45.7 million.
The recoverable amount of Church & Co Ltd was estimated also with the support of an independent expert, and the test performed resulted in the recognition of an impairment loss amounting to Euro 67.2 million. Furthermore, Management also performed a sensitivity analysis for the Church & Co Ltd investment, in order to disclose the effects of changes to the main assumptions (WACC and g-rate) on the impairment test result.
Given the materiality of the carrying amount of the tested assets, the complexity of the estimates of the cash flows projections and of the other estimates and assumptions used in the impairment model, we considered the impairment test as a key audit matter.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
3
Audit procedures performed
For our audit, we evaluated the methods used by Management to determine the recoverable amount of the tested assets and analyzed the methods and assumptions used by Management in the impairment test.
Our audit procedures included, among others, the following, which were performed along with the support of our internal valuation specialists:
- Evaluation of the appropriateness of the methodologies used by Management to test goodwill and investments in subsidiaries;
- Analysis of the reasonableness of the main assumptions used to develop cash flow forecasts, through sector data analysis (luxury goods market studies) as well as of supporting data and information obtained from Management;
- Evaluation of the reasonableness of the discount rates (WACC) and long-term growths (g-rate) used by Management;
- Analysis of the reasonableness of the approach and assumptions used for the estimate of Prada Russia LLC recoverable amount;
- Verification of the mathematical accuracy of the model used to determine the recoverable amount of the tested assets;
- Evaluation of the sensitivity analysis performed by Management and development of an independent sensitivity analysis;
- Analysis of the information disclosed in the notes to the financial statements.
Other Information
Management is responsible for the other information. The other information comprises the sections corporate information, financial review and corporate governance of the Separate Financial Statements 2022 but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
123
Deloitte.
In preparing the financial statements, Management is 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 Management either intends 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 ISAs 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 ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain 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.
- Obtain 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
- Conclude on the appropriateness of Management's 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.
- Evaluate 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.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
We communicate with Those Charged with Governance regarding, 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 also provide Those Charged with Governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards 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 describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
DELOITTE & TOUCHE S.p.A.

Marco Ricci
Partner
Milan, Italy
March 9, 2023
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
Deloitte & Touche S.p.A.
Via Tortona, 25
20144 Milano
Italia
Tel: +39 02 83322111
Fax: +39 02 83322112
www.deloitte.it
INDEPENDENT AUDITOR'S REPORT
PURSUANT TO ARTICLE 14 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010
To the Shareholders of
Prada S.p.A.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of Prada S.p.A. (the "Company"), which comprise the statement of financial position as at December 31, 2022, the statement of profit or loss, the statement of comprehensive income, the statement of cash flows, the statement of changes in equity for the year then ended and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying 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.
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 requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Directors and the Board of Statutory Auditors for the Financial Statements
The Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and, within the terms established by law, for such internal control as the Directors 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 have identified the existence of the conditions for the liquidation of the Company or the termination of the business or have no realistic alternatives to such choices.
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona
Tesle Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220281 o
Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA-IT 03049560166
Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTC"), le membra firm aderenti al suo network e le entità a esse comitate. DTTC è ciascuna delle sue membra firm sono entità giuridicamente separate e indipendenti tra loro. DTTC (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue membra firm all'indirizzo www.deloitte.com/about.
© Deloitte & Touche S.p.A.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, 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 International Standards on Auditing (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 International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain 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.
- Obtain 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
- Conclude on the appropriateness of management's 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.
- Evaluate 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 communicate with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, 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.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
Deloitte.
3
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Opinion pursuant to art. 14, paragraph 2 (e) of Legislative Decree 39/10
The Directors of Prada S.p.A. are responsible for the preparation of the financial review of Prada S.p.A. as at December 31, 2022, including its consistency with the related financial statements and its compliance with the law.
We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to express an opinion on the consistency of the financial review with the financial statements of Prada S.p.A. as at December 31, 2022 and on its compliance with the law, as well as to make a statement about any material misstatement.
In our opinion, the financial review is consistent with the financial statements of Prada S.p.A. as at December 31, 2022 and is prepared in accordance with the law.
With reference to the statement referred to in art. 14, paragraph 2 (e), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.
DELOITTE & TOUCHE S.p.A.
Signed by
Marco Ricci
Partner
Milan, Italy
March 9, 2023
This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.
PRADA spa
2022 Separate Financial Statements - Independent Auditors' Report
BOARD OF STATUTORY AUDITORS' REPORT
PRADA spa
2022 Separate Financial Statements - Board of Statutory Auditors' Report
129
PRADA S.p.A.
Registered Office at Via Antonio Fogazzaro, 28 – 20135 Milan
Registered with the Business Registry of Milan under no. 1343952
Taxpayer’s code no. and VAT no. 10115350158
Report of the Board of Statutory Auditors to the Shareholders’ Meeting on the Financial Statements closed as at December 31st, 2022 pursuant to art. 2429, second paragraph of the Italian Civil Code
Dear Shareholders,
during the financial year closed as at December 31st, 2022, the Board of Statutory Auditors carried out the supervisory activity set forth by the law, also pursuant to the “Rules of conduct of the Board of Statutory Auditors” recommended by the Italian Board of Chartered Accountants and Accounting Consultants.
In particular, the following is reported:
The Board of Statutory Auditors supervised observance of the law and By-laws, as well as of fair management principles and we have no particular observations to make in this connection.
During the financial year closed as at December 31st, 2022 the Board of Statutory Auditors met periodically, in accordance with legal requirements, and took part in the Shareholders’ Meetings, Board of Directors’ Meetings and Audit and Risk Committee’s Meetings (former Audit Committee), held in compliance with the law and the by-laws regulating them and for which it can be reasonably assured that the actions resolved are compliant with the law and the Company’s by-laws and are not manifestly imprudent, hazardous, could not potentially determine a conflict of interest or compromise the integrity of the Company’s assets.
Pursuant to the Company’s By-laws, the Board of Statutory Auditors received information from Directors on the company performance and its expected evolution, as well as on the most significant transactions in terms of size or characteristics implemented by the Company, verifying that such transactions have occurred according to the law and the Company’s By-laws and they are not manifestly imprudent, hazardous, in potential conflict of interest, in contrast with the resolutions taken by the Shareholders’ Meeting or such as to compromise the integrity of the Company’s assets.
130
PRADA spa
2022 Separate Financial Statements - Board of Statutory Auditors' Report
The Board of Statutory Auditors continuously acquired information by constantly liaising with all the company structures and periodically reviewed the Company’s organization structure which showed no inadequacy.
During the year, the Board of Statutory Auditors attended meetings with the Company’s Supervisory Body, during which the relevant information was exchanged, some evaluations were shared, finally acknowledging the content of reports prepared by the Supervisory Body on implemented activities.
The Board of Statutory Auditors also took part in all Audit and Risk Committee’s Meetings, during which the two bodies exchanged the necessary information, sharing and coordinating control planning activities with the Committee members, and sharing views with structures, in particular with the Internal Auditing structure on the activities carried out by the latter, ascertaining the appropriateness of the internal control system. In this connection, the Board of Directors examined the Annual Report of the Audit and Risk Committee for 2022, sharing its content, in particular with respect to the analysis of certain areas of interest that will be constantly monitored with regard to remedial actions in terms of Cyber-Security, Physical Security and Data Protection.
The Board of Statutory Auditors reviewed the 2022 Sustainability Report approved by the Board of Directors on today’s date, and the initiatives implemented by the Group on ESG issues.
The presence of some Statutory Auditors of the Parent Company in the Boards of Statutory Auditors of subsidiaries favored a regular and constant exchange of information between the Board of Statutory Auditors and the corresponding control bodies of the above-mentioned subsidiaries. No facts or anomalies have emerged during the performance of this activity which need to be mentioned in this report.
The Board of Statutory Auditors evaluated and monitored the adequacy of the book-keeping and accounting system as well as its reliability for the representation of operating activities, by gathering information from the managers of functions and analyzing corporate documents; no particular observation is made in this connection.
No complaints pursuant to art. 2408 of the Italian Civil Code were filed against the Company during the fiscal year closed as at December 31st, 2022 and until today’s date.
No further significant fact to be mentioned in this report emerged during the supervisory activity described herein above.
PRADA spa
2022 Separate Financial Statements - Board of Statutory Auditors' Report
131
The Board of Statutory Auditors examined the separate financial statements as of December 31st, 2022 prepared in accordance with IAS/IFRS international accounting standards and relevant interpretation principles (SIC/IFRIC) adopted by the European Union and in force on the financial statements preparation date.
As the Board of Statutory Auditors is not required to make an analytical check of the content of the financial statements, the Control Body supervised over the general layout adopted and general compliance with the law of its preparation and structure, and we have no particular observations to make in this connection.
The Board of Statutory Auditors verified compliance with laws on the preparation of the Directors’ Report as well as the correspondence of financial statements with the facts and information collected and no particular observations are to be made in this connection.
To the extent of our knowledge, Directors did not depart from the provisions of art. 2423, paragraph five of the Italian Civil Code in the preparation of financial statements.
The Board of Statutory Auditors examined the impairment test procedure adopted by directors and approved by the Audit and Risk Committee and the Board of Directors.
With regard to significant events occurred during 2022, the Board of Statutory Auditors acknowledged the information contained in the Directors’ Report and in the notes to the financial statements closed as at December 31st, 2022.
The Board of Statutory Auditors verified compliance of the financial statements with the facts and information acquired during the performance of its office and we have nothing to report in this connection.
During the year, the Board of Statutory Auditors held periodical meetings with the management of the Audit Company Deloitte & Touche S.p.A., appointed to audit the separate and consolidated financial statements of the Prada Group for the three-year period 2022-2024 pursuant to Law Decree no. 39 of 27 January 2010 in order to exchange relevant data and information for the performance of their respective duties. These meetings did not give rise to any important matters requiring disclosure in this report.
In light of the above, as well as of what emerged during the meetings with the Independent Auditors, the Board of Statutory Auditors, also in light of the Independent Auditors’ declarations in this connection, and of the verifications carried out, believes that no critical issue has emerged concerning the independence of the Audit Company.
132
PRADA spa
2022 Separate Financial Statements - Board of Statutory Auditors' Report
In compliance with applicable laws, on today's date Deloitte & Touche S.p.A. issued an Independent Auditors' Report pursuant to art. 14 of Law Decree 39/2010 and the international auditing standards (ISA Italia), containing their opinion on the separate financial statements as at December 31st, 2022, which give a true and fair view of the financial position of the Company as of December 31st, 2022, of its operating and cash flows of the period, in compliance with the International Financial Reporting Standards adopted by the European Union. The above-mentioned report also contains an opinion, issued pursuant to art. 14 paragraph 2 letter e) of Law Decree no. 39/2010, certifying that the Directors' Report is consistent with the separate financial statements closed as at December 31st, 2022 and is compliant with the laws. The Independent Auditors' Report on the separate financial statements does not contain any exceptions or requests for disclosures.
The Company also prepared the consolidated financial statements and consolidated directors' report.
Also with reference to these documents, the Board of Statutory Auditors monitored their general layout, their compliance with the law in terms of preparation and structure and we have no particular observations to make in this respect.
On today's date, in compliance with applicable laws, Deloitte & Touche S.p.A. issued an Independent Auditors' Report pursuant to art. 14 of Law Decree no. 39/2010 and international auditing standards (ISA Italia), which contains their opinion on the consolidated financial statements as at December 31st, 2022 which give a true and fair view of the financial position of the Group as of December 31st, 2022, of its operating and cash flows of the period, in compliance with the International Financial Reporting Standards adopted by the European Union. The above-mentioned report also contains an opinion, issued pursuant to art. 14 paragraph 2 letter e) of Law Decree no. 39/2010, certifying that the Directors' Report is consistent with the consolidated financial statements closed as at December 31st, 2022 and is compliant with the laws. The Independent Auditors' Report on the consolidated financial statements does not contain any exceptions or requests for disclosures.
Lastly, after taking into account the foregoing and within the limits of our responsibility, we have not found any reasons hindering the approval of the financial statements closed as at December 31st, 2022 showing a net profit of Euro 571,683,175.08, agreeing with the Directors' proposal on the appropriation of the net profit for the year.
Milan, 9 March 2023

PRADA spa
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