Schluckwerder Holding GmbH

Schluckwerder Holding GmbH

Adendorf

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.04.2022 bis zum 31.03.2023

Valeo Foods Unlimited Company

Dublin/Irland

Registered number: 488248

Directors’ report and consolidated financial statements

Contents

Directors and other information

Directors’ report

Statement of directors’ responsibilities in respect of the directors’ report and the financial statements

Independent auditor’s report to the members of Valeo Foods Unlimited Company

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes forming part of the consolidated financial statements

Company balance sheet

Company statement of changes in equity

Notes forming part of the Company financial statements

Directors and other information

Directors’ report

The directors present their directors’ report and the audited consolidated financial statements of Valeo Foods Unlimited Company (“VFUC”, the “Company”) and its direct and indirect subsidiary companies (together “Valeo”, the “Group”) for the financial year ended 31 March 2023.

Principal activities

Valeo Foods Unlimited Company acts as a holding company. The Company’s subsidiaries undertake manufacturing and distribution of food and beverage products in the wholesale, retail and catering trades in the United Kingdom, Ireland, Europe and North American markets.

Business review

Excluding acquisitions and on a constant currency basis, revenue increased by 3% and operating profit before exceptional items decreased by 41% year-on-year. Ongoing challenges in the retail sector and the broader economic environment include the economic impact of the Russian / Ukrainian conflict, particularly in respect of the significant increase in the cost of energy, utilities and consumables, along with increased pressure on the supply chain and availability of certain raw material inputs. These circumstances present a challenging environment for the Group, particularly in respect of recovering such increases. Additionally, the Group has been continuing to deal with the impact of the COVID-19 pandemic on economic activity and consumer confidence in the markets in which Valeo operates and sells its products. Valeo’s ambient grocery business performed reasonably well due to household consumption and in-home dining, which have remained at relatively high levels since the earlier stages of the pandemic, in the Group’s key markets. However, Valeo’s foodservice and impulse categories remain challenging.

Acquisition and disposal activity

The Group concluded one acquisition during the year ended 31 March 2023. In May 2022, the Group acquired Les Industries Bernard & Fils Ltée and its subsidiary, a leading producer of maple syrup based products.

Valeo did not dispose of any businesses during the year ended 31 March 2023.

Key Performance Indicators (“KPIs”)

The Group monitors progress using KPIs which include but are not limited to profitability, EBITDA (earnings before interest, tax, depreciation and amortisation), net debt, net working capital metrics, cash generation and production data.

Principal risks and uncertainties

The Group operates in an environment that contains risks and uncertainties. Detail on risks and their management and mitigation by the Group is described below:

Financial risk management

The Group is exposed to interest rate movements. The Group’s debt is denominated in Euro, Pounds Sterling and Canadian Dollar. The Group’s interest cost is comprised of intercompany and third party interest; as the third party portion of the interest cost is relatively minor, the use of interest rate caps is not warranted.

The Group is also subject to the risk of adverse movements in foreign exchange rates. This risk is managed through the use of forward currency contracts to eliminate the currency exposure on certain foreign currency purchases. The Group has a 12-month maximum hedging policy on foreign currency except where directly approved by the board.

Results and dividends

The consolidated income statement, consolidated statement of comprehensive income and consolidated statement of financial position for the year are set out in detail on pages 10 to 13.

Group turnover for the year ended 31 March 2023 was €1,392.0 million (2022: €1,249.4 million).

The loss before taxation for the year ended 31 March 2023 was €41.3 million (2022: €2.1 million). This includes once off exceptional net costs of €21.9 million (2022: €40.8 million); excluding exceptional items, the Group made a loss before tax for the year ended 31 March 2023 of €19.4 million (2022: profit €38.7 million).

No dividends were proposed or paid in the year ended 31 March 2023 (2022: €88.1 million).

Future developments

The Group is expected to continue its principal activities.

Accounting records

The directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to maintaining adequate accounting records by employing persons with appropriate expertise and by providing adequate resources to the financial function.

The Group and Company accounting records are kept at Skybridge House, Corballis Road North, Dublin Airport, Co. Dublin, Ireland, K67 P6K2.

Directors

The directors of the Company, all of whom served throughout the financial year and for the subsequent period to date, unless otherwise stated, are set out below:

R Marshall

N Walder

G Massetti

S Kearney (resigned 1 June 2023)

B Feeney

J Heffernan (appointed 1 June 2023)

Directors’ interests

The disclosable interests of the directors comprise A2 ordinary shares in Platform Superco Limited, the top holding company in the Valeo Foods group:

Political contributions

The Company made no political contributions during the year (2022: €Nil).

Key Performance Indicators ("KPIs")

The Group monitors progress using KPIs which include but are not limited to profitability, EBITDA (earnings before interest, tax, depreciation and amortisation), net debt, net working capital metrics, cash generation and production data.

Relevant audit information

The directors believe that they have taken all steps necessary to make themselves aware of any relevant audit information and have established that the Group's statutory auditor is aware of that information. In so far as they are aware, there is no relevant audit information of which the Group's statutory auditor is unaware.

Events since the end of the financial year

There are no significant post balance sheet events that would require disclosure in, or adjustment to, the financial statements.

Audit committee

The Audit Committee of the board of directors of Platform Superco Limited assists the board in its oversight of the integrity of the financial statements of the Group, of the Group's compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor and of their performance.

Auditor

Pursuant to Section 383(2) of the Companies Act 2014, the auditor, KPMG, Chartered Accountants, will continue in office.

On behalf of the board

Statement of directors’ responsibilities in respect of the directors’ report and the financial statements

The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and the Company financial statements in accordance with FRS 101 Reduced Disclosure Framework and applicable law.

Under company law the directors must not approve the Group and Company financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and Company and of the Group’s profit or loss for that year. In preparing the Group and Company financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company and which enable them to ensure that the financial statements are prepared in accordance with the applicable accounting framework and comply with the provisions of the Companies Act 2014. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The directors are also responsible for preparing a directors’ report that complies with the requirements of the Companies Act 2014.

On behalf of the board

Independent auditor’s report to the members of Valeo Foods Unlimited Company

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Valeo Foods Unlimited Company (“the Company”) and its consolidated undertakings (“the Group”) for the year ended 31 March 2023 set out on pages 10 to 75, which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the Company balance sheet, the consolidated and Company statement of changes in equity, the consolidated statement of cash flows and related notes, including the summary of significant accounting policies set out in note 2.

The financial reporting framework that has been applied in the preparation of the Group financial statements is Irish Law and International Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, Irish Law and FRS 101 Reduced Disclosure Framework issued in the United Kingdom by the Financial Reporting Council.

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. 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 Group in accordance with ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Company’s ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the directors' report. The financial statements and our auditor's report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Based solely on our work on the other information undertaken during the course of the audit, we report that:

Opinions on other matters prescribed by the Companies Act 2014

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records.

Matters on which we are required to report by exception

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions required by Sections 305 to 312 of the Act are not made. We have nothing to report in this regard.

Respective responsibilities and restrictions on use

Responsibilities of directors for the financial statements

As explained more fully in the directors’ responsibilities statement set out on page 6, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

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 (Ireland) 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.

A fuller description of our responsibilities is provided on IAASA's website at https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.

The purpose of our audit work and to whom we owe our responsibilities

Our report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Consolidated income statement for the year ended 31 March 2023

Consolidated statement of comprehensive income for the year ended 31 March 2023

Consolidated statement of financial position as at 31 March 2023

On behalf of the board

Consolidated statement of changes in equity for the year ended 31 March 2023

Consolidated statement of cash flows for the year ended 31 March 2023

Notes

forming part of the consolidated financial statements

1 General information

Valeo Foods Unlimited Company (“the Company”) is an unlimited private company incorporated in the Republic of Ireland. The registered number of the Company is 488248 and the registered office of the Company is Commercial House, Millbank Business Park, Lucan, Co. Dublin.

The Company’s immediate and ultimate parent undertakings are Platform Bidco Limited and Bain Capital Europe Fund V SCSp, respectively.

As permitted by European Union (EU) law, the Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU. They were approved for issue by the board of directors on 29 June 2023.

2 Significant accounting policies

The consolidated financial statements are presented in euro which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise stated.

The financial statements have been prepared on the going concern basis.

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

A Basis of consolidation

i. Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any gain on a bargain purchase is recognised in profit or loss immediately. Any goodwill that arises is tested annually for impairment. Transaction costs are expensed as incurred.

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

iii. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated.

B Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognised in profit or loss, except for foreign currency differences arising from the translation of qualifying cash flow hedges, to the extent that the hedges are effective, which are recognised in other comprehensive income.

ii. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.

C Revenue

i. Sale of goods

The Group’s revenue is primarily derived from the sale of food and beverage products. All revenue relates to revenue from contracts with customers. Contracts with customers include a single performance obligation to sell these products and do not generally contain multiple performance obligations. Revenue comprises the fair value of the consideration receivable for goods sold to third parties in the ordinary course of business. It excludes sales-based taxes and is net of allowances for volume-based rebates.

The transaction price is the contracted price with the customer adjusted for volume-based rebates. Goods are often sold with retrospective volume rebates based on aggregate sales over a certain period of time. Revenue from these sales is recognised based on the price specified in the contract net of estimated rebates. Accumulated experience is used to estimate and provide for rebates and revenue is recognised only to the extent that it is highly probable that a significant reversal will not occur. Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimated based on historical data. In these circumstances, a refund liability and a right to recover returned goods asset are recognised. The right to recover returned goods asset is measured at the former carrying amount of inventory less any expected costs to recover goods. The refund liability is included in other creditors and the right to recover returned goods is included in inventory. The Group reviews its estimate of expected returns at each reporting date and updates the amounts of the asset and liability accordingly. No element of financing is deemed present as the sales are made with credit terms consistent with market practice and are in line with normal credit terms in the country of operation.

Revenue is recognised when the control of the goods has transferred to the customer, being when the goods are delivered to the customer and there is no unfulfilled obligation that could affect customer acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence have been transferred to the customer and the customer has accepted the goods in accordance with the sales contract. Revenue is recognised at the point in time when delivery to the customer has taken place.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before payment is due.

D Employee benefits

i. Short term employee benefits

Employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

ii. Defined contribution pension plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

iii. Defined benefit pension plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

iv. Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled within 12 months of the reporting date, then they are discounted.

E Finance income and finance costs

The Group’s finance income and finance costs include:

Interest income or expense is recognised using the effective interest method.

F Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

IFRIC 23 Uncertainty Over Income Tax Treatments clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. There is no impact to the Group for the year ended 31 March 2023 in respect of IFRIC 23.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. The judgements applied in respect of accounting for current tax balances, including the application of IFRIC 23 Uncertainty over Income Tax Treatments, are set out in further detail in note 3 below. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on business plans for individual subsidiaries in the Group and the reversal of temporary differences. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are re-assessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset only if certain criteria are met.

G Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

H Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

iii. Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

^* includes motor vehicles. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

I Intangible assets and goodwill

i. Recognition and measurement

Goodwill

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Goodwill is allocated to cash generating units and is not amortised but tested annually for impairment.

Other intangible assets

Other intangible assets, including customer relationships, patents and trademarks that are acquired by the Group and have finite useful lives, are measured at cost less accumulated amortisation and any accumulated impairment losses.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

iii. Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Goodwill is not amortised.

The estimated useful lives for current and comparative periods are as follows:

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

J Financial instruments

i. Basic financial assets and financial liabilities - recognition and derecognition

The Group initially recognises basic financial assets (trade and other receivables and cash and cash equivalents) and basic financial liabilities (trade and other payables and borrowings) on the date when they are originated.

Trade and other receivables

Trade receivables are initially measured at their transaction price and other receivables are initially measured at fair value and are thereafter measured at amortised cost using the effective interest rate method less any provision for impairment.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the cashflow statements.

The Group de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis.

Financial assets

Financial asset investments in equities are held at fair value.

ii. Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.

Derivatives are initially measured at fair value; any directly attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.

The Group applies IFRS 9 Financial Instruments, which addresses the classification, measurement and recognition of financial assets and liabilities. The standard provides guidance around expected credit losses. Each division in the Group has prepared an expected credit loss model, following guidance in IFRS 9 to calculate the bad debt provision applicable in each division. The adoption of this model has not resulted in a change to the bad debt provision held.

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

The amount accumulated in equity is retained in other comprehensive income and re-classified to profit or loss in the same period or periods during which the hedged forecast cash flows affect profit or loss or the hedged item affects profit or loss.

If the forecast transaction is no longer expected to occur, the hedge no longer meets the criteria for hedge accounting, the hedging instrument expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the amount accumulated in equity is reclassified to profit or loss.

K Share capital

Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

L Impairment

i. Non-derivative financial assets

Financial assets not classified as at fair value through profit or loss are assessed at each reporting date to determine whether there is objective evidence of impairment.

Objective evidence that financial assets are impaired includes:

Financial assets measured at amortised cost

In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends.

An impairment loss is calculated as the difference between the asset’s carrying amount and the present value of future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance amount. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

ii. Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

M Leases

The Group accounts for leases in accordance with IFRS 16 Leases, recognising a right of use asset and a lease liability at the lease commencement date.

Under IFRS 16 a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right of use asset is initially measured at cost and subsequently at cost less accumulated depreciation and impairments and adjusted for certain remeasurements of the lease liability. The cost of the right of use asset includes the lease liability recognised, and any initial direct costs, restoration costs and payments made on or before the lease commencement date less any lease incentives received. The right of use asset is depreciated on a straight-line basis over the useful life of the asset. Right of use assets are subject to impairment testing.

The lease liability is initially measured as the present value of the lease payments to be made over the term of the lease, discounted using the rate implicit in the lease, or where this is not available, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. Lease payments include fixed and variable lease payments, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option where the Group is reasonably certain that they will exercise the option and also any termination costs associated with a lease where the lease term reflects the termination of the lease.

The lease liability is subsequently increased by the interest cost of the lease liability and decreased by lease payments made. The lease liability is remeasured when there is a change in future lease payments as a result of a change in an index or rate, a change in the amount expected to be paid under a residual value guarantee, or a change in assessment of whether a purchase or termination option is reasonably expected to be exercised or not exercised. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-ofuse asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group has availed of the practical expedient not to separate lease components from any associated non-lease components.

The Group has applied judgement in determining the lease term for leases where they are the lessee and the lease contract contains renewal and/or termination options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term which in turn impacts the right of use asset and lease liability recognised.

The Group presents the right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’ in the statement of financial position.

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

N Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

O Government grants

The Group recognises grants related to assets initially as deferred income at fair value if there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant; they are then recognised in profit or loss as other income on a systematic basis over the useful life of the asset.

P Exceptional items

The Group has adopted an income statement format which seeks to highlight significant items within the Group’s results for the year. The Group believes that this presentation provides a more informative analysis as it highlights one-off items. Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that are shown separately due to the significance of their nature or amount.

Q Standards issued but not yet effective

Recent accounting pronouncements

The IASB have issued the following standards, policies, interpretations and amendments and which were applied for the first time in the year ended 31 March 2023:

The adoption of the above new standards and interpretations did not have a significant impact on the Group’s consolidated financial statements.

Adopted IFRS not yet applied

The following IFRSs have been issued but have not been applied in these financial statements.

Their adoption is not expected to have a material effect on the financial statements:

^* Not EU endorsed

3 Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) Impairment of goodwill and other relevant net assets

The Group tests annually whether goodwill and other relevant net assets have suffered any impairment in accordance with the accounting policy set out in note 2. The recoverable amounts of the cash generating units have been determined based on value-in-use calculations. The Group applies a conservative approach to ensuring there is no impairment to the carrying value of goodwill and other relevant net assets using appropriate growth rates, which are set out in note 11.

(b) Intangible assets (other than goodwill)

The valuation of intangible assets (other than goodwill) and their estimated useful lives are determined at acquisition date and reviewed at each statement of financial position date.

(c) Trade receivables

The Group uses an allowance matrix to measure Expected Credit Loss (ECL) of trade receivables from customers. Loss rates are calculated using a three year average of actual losses incurred and adjusted for any anticipated future changes. This is an area of estimation.

(d) Income tax

There are some transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for tax based on estimates of whether additional taxes will be due.

The decision to recognise deferred tax assets, or not, also requires judgement as it involves an assessment of future recoverability of those assets.

Provisions for taxes require judgement in interpreting tax legislation, current case law and / or practice. It may be unclear how tax law or practice applies to a particular transaction or set of circumstances. In some instances, this may not be known until a tax authority or a court makes a decision in an examination, audit or appeal. The Group considers such uncertain tax positions together or separately depending on which approach better predicts how the uncertainties can be resolved. Where the Group concludes it is not probable that a tax authority will fully accept its assessment of an uncertain tax position, it reflects the effect of the uncertainty as either the most likely amount or the expected value. Both the evaluation of the tax authority position and the assessment of the effect of uncertainty involve judgement. In addition, the Group recognises deferred tax assets, mainly relating to unused tax losses when it is probable that the assets will be recovered through future profitability and planning. The assessment of recoverability involves judgement.

4 Segment information

In line with the requirements of IFRS 8 Operating Segments, the Group has identified its Chief Operating Decision Maker (“CODM”). This is considered to be the board of Directors. The board reviews the Group’s internal reporting in order to assess the performance of the Group and allocate resources.

Operating segments are reported in a manner consistent with the internal reporting provided to the board.

The board reviews the performance of the operating segments based on underlying EBITDA which is believed to be the most appropriate measure of underlying performance. Underlying EBITDA is operating profit before interest and tax, excluding depreciation and amortisation charges, shareholder charges and exceptional items (revenues and costs which are considered to be non-recurring in nature for internal decision-making purposes as they relate to specific strategic projects and other internal restructurings).

The board has determined that the Group has four operating segments, namely Valeo UK, Valeo Ireland, Valeo Europe and Valeo North America, reflecting the structure and organisation of the Group. The board has also determined that these segments have characteristics sufficiently similar that they can be expected to have essentially the same future prospects. On this basis, the board has determined that the aggregation criteria set out in IFRS 8 Operating Segments are satisfied.

The Group’s principal markets are the UK, Ireland, Europe and North America. The Group’s revenues are derived from the following principal geographic locations:

Turnover of the Group’s top customer is not in excess of 10% of turnover of the Group. In aggregate the Group’s top 3 customers comprise circa 21% of the Group’s total turnover.

Segmental assets/liabilities

A geographical analysis of non-current assets (excluding financial instruments and deferred tax assets) is as follows:

Segment assets, liabilities and capital expenditure are as follows:

5 Statutory information

The loss before tax, all of which arises from continuing operations, is stated after charging:

Directors’ remuneration is in respect of all directors during the year.

6 Exceptional items

7 Employee benefit expense

The average number of persons employed by the Group during the year was:

8 Finance costs (net)

9 Income tax

(b) Reconciliation of total actual tax

The tax in the income statement for the year differs from the standard rate of corporation tax in the Republic of Ireland of 12.5% (2022: 12.5%). The differences are reconciled below:

(c) Deferred tax

The Group’s deferred tax assets and liabilities are analysed as follows:

Deferred tax asset and liabilities are shown in the consolidated statement of financial position as follows:

At 31 March 2023, deferred tax assets amounting to €27,095,000 have not been recognised as their recovery is uncertain.

10 Property, plant and equipment

A reconciliation of the right of use asset balances from 31 March 2022 to 31 March 2023 is disclosed in note 21.

11 Intangible assets

Non-customer acquisition-related intangibles represent all other acquisition-related intangible assets, primarily brands and contract-related intangibles.

The amortisation charge is included in operating costs in the income statement.

Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination. The Group currently has 6 (2022: 6) CGUs; during the year, two CGUs were combined following a review of the CGUs previously identified, and a new CGU was also identified.

Impairment test of goodwill and other relevant net assets

The recoverable amount of the CGUs has been determined based on value in use calculations performed. These calculations used cash flow projections up to 31 March 2028 incorporating the assumptions noted below.

The key assumptions include:

The present values of the future cash flows are calculated using the discount rates equal to the imputed cost of capital of 9% for Ireland, 8% for the UK, 9% for Europe and 8% for North America. Applying these assumptions, no impairments arose in respect of any CGU.

The values applied to the key assumptions are derived from a combination of external and internal factors based on historical experience and take into account management’s expectation of future trends affecting the industry and other developments and initiatives in the business.

Sensitivity analysis

If the estimated cash flow forecasts used in the value in use computations had been 5% lower than management’s estimates, or if the estimated discount rates applied to the discounted cash flows had been 5% higher than management’s estimates, there would have been no requirement to recognise a significant impairment of goodwill and other relevant net assets.

12 Financial assets

Financial assets represent equities held at fair value.

13 Inventories

The carrying value of inventories is net of a provision of €9,375,000 (2022: €5,838,000). Write down of inventory to net realisable value amounted to €3.4 million (2022: no material write down of inventory to net realisable value).

The value of inventories recognised in cost of sales during the year amounted to €1,017,875,000 (2022: €778,385,000).

14 Trade and other receivables

Amounts owed by group companies are unsecured and subject to interest in the range of 5% to 16%. The carrying value of trade receivables approximates fair value due to their short-term nature. They are denominated in the following currencies:

The movement in the provision for impairment of trade and other receivables during the year is as follows:

As at 31 March 2023 the Group had exposure to concentration risk in respect of its trade receivables as the majority of its customers are retailer multiples. The exposure to such concentration risk was assessed as low, due to a combination of the Group’s previous experience in realising such receivables and credit insurance cover which it has in place in respect of the majority of receivable balances in excess of certain thresholds.

The Group’s top five debtors comprise 26% of the total balance, with no single balance exceeding 10%.

The ageing analysis of trade receivables based on past due date at the year end is as follows:

Trade receivable balances are generally considered for an impairment review when falling outside trade terms and are partially or fully provided based on the 3 year expected credit loss model.

The other classes within trade and other receivables do not contain any impaired assets. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security.

15 Cash and cash equivalents

Cash and cash equivalents are reported at amortised cost which approximates fair value. Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates.

The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalents noted above.

The Group’s currency exposure is set out below. Such exposure comprises the cash and cash equivalents of the Group that are denominated other than in Euro. At each year end, these exposures were as follows:

16 Trade and other payables

Trade and other creditors are payable at various dates in the next three months in accordance with the suppliers’ credit terms. Amounts owed to group companies are unsecured and subject to interest in the range of 5% to 16%. Certain trade creditors have reserved title to goods supplied. The carrying value of trade and other payables approximate fair value, due to their short-term nature.

The Group’s trade payables are denominated in the following currencies:

17 Borrowings

Bank borrowings are secured by charges over the Group’s assets. The banking facilities under which these borrowings have been granted primarily expire between 2028 and 2029.

The Group's bank borrowings are denominated in Euro, Pounds Sterling and Canadian Dollar and bear floating rate interest. The weighted average all-in interest rate (i.e. base rate plus margin rate) for the year was 7% (2022: 6%).

Deferred debt origination costs amortise over each financial year to the date of repayment of the debt.

Further detail is provided in note 24 and note 25.

18 Derivative financial instruments

The Group does not use derivatives for trading or speculative purposes.

During the year, realised net gains of €1,722,000 on cash flow hedges are recognised in the income statement.

19 Retirement benefit obligations

The Group operates a number of defined benefit pension and defined contribution pension plans.

Retirement benefit obligations are assessed at the end of the financial year (and thereafter on an annual basis), in accordance with the advice of a professionally qualified actuary, using the projected unit method.

Defined contribution pension plans

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Total contributions to defined contribution plans amounted to €4.8 million in the year ended 31 March 2023 (2022: €5.2 million), which is included in the income statement.

Defined benefit pension plans

The Group’s defined benefit pension plans, most of which are closed to new members, provide benefits to members in the form of a level of pension payable for life based on accrued benefits to the date of cessation of contribution. The level of benefits provided depends on retired members’ length of service and their salary in the final years leading up to retirement. Current deferred members’ benefits are based on accrued service. Employer contributions are in line with actuarial recommendations. The expected aggregate cash contributions to defined benefit plans for the year ending 31 March 2023 is €Nil (2022: €Nil).

Actuarial assumptions

The assumptions used in calculating the accounting costs and obligations of the defined benefit pension plans, as detailed below, are set by the Group after consultation with independent, professionally qualified actuaries.

The discount rate used to determine the present value of the obligations is set by reference to market yields on high quality corporate bonds. The assumptions for price inflation are set by reference to the difference between yields on longer-term conventional government bonds and index-linked bonds with appropriate adjustments to reflect distortions due to supply and demand.

The salary assumption takes into account inflation, seniority, promotion and current employment market relevant to the Group.

^* 2.3% for 2024; 2.0% from 2025

^** 3.2% for 2024; 3.0% from 2025

The table below outlines where the Group’s post-employment amounts are included in the financial statements:

Sensitivity of defined benefit obligation in key assumptions

The defined benefit obligations are most sensitive to the discount rate assumptions utilised. A change of +0.25% and -0.25% in the discount rates would result in a change in the defined benefit obligation of €1.0 million and €0.9 million respectively.

Future benefit payments

The plans’ liabilities represent a long-term obligation and most of the payments due under the plans will occur several decades into the future. The table below provides an estimate of the plans’ benefit payments to members over the lifetime of the plans.

20 Deferred income

Certain of the Group’s subsidiaries have received government grants, relating to costs incurred in the income statement and therefore are recognised as a credit to the income statement over the period set out in the respected agreements, the farthest of which is 26 years from the balance sheet date. These subsidiaries have grant related criteria to continue to comply with under certain of these grant agreements.

21 Leases

In respect of the year ended 31 March 2023

In respect of the year ended 31 March 2022

22 Analysis of net debt

Net debt is a non-IFRS measure which comprises current and non-current borrowings less cash and cash equivalents. It does not include derivative financial instruments or leases.

The reconciliation of opening to closing net debt is as follows:

The year-end currency profile of net debt and derivative financial instruments was as follows:

Reconciliation of movements of interest-bearing loans and borrowings to cash flows arising from financing activities:

23 Share capital

The preference shares are redeemable at the option of the Company and there is no automatic entitlement to dividends.

No dividends were proposed or paid in the year ended 31 March 2023 (2022: €88,059k).

Share capital movement

2023

During the year, the following shares were issued:

2022

During the prior year, the following shares were issued:

24 Financial instruments and risk management

Financial risk factors

The Group’s activities expose it to a variety of financial risks, primarily liquidity risk and foreign exchange risk and counterparty credit risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group does not engage in holding or issuing speculative financial instruments or derivatives.

Risk management is carried out with the assistance of the Group finance team, which manages the Group-wide treasury function. The policy for managing these risks is set by the board following recommendations from the Group Chief Financial Officer.

(a) Liquidity risk

The Group maintains a mixture of short and medium-term finance arrangements that are designed to ensure the Group has sufficient available funds to finance its operations. The Group monitors cash flow as part of its day to day control procedures and the board considers cash flow projections on a monthly basis ensuring that appropriate facilities are available to be drawn upon as necessary.

(a) Liquidity risk

Liquidity risk is managed centrally by the Group treasury function. Cash requirements are closely monitored. Cash flow forecasting is performed at the operating entity level and aggregated by Group finance. Group finance monitors rolling forecasts of each individual entity’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

All surplus cash is held centrally by the Group treasury function. It seeks to achieve reasonable rates of interest, but preservation of capital is the overriding priority. A list of accepted deposit institutions is maintained and their credit ratings are kept under review.

The maximum exposure to credit risk at each of the period ends was the carrying value of each class of financial assets (being cash and cash equivalents).

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the year-end date to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows:

(b) Foreign exchange risk

The Group sources product for resale internationally and so is exposed to currency risk in the normal course of business on those cost of sales that are denominated in a currency other than the respective functional currencies of Group entities. These currencies primarily comprise Sterling (payables and receivables), US dollar (payables), Australian dollar (payables) and New Zealand dollar (payables). Foreign exchange transaction risk arises when future commercial transaction or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

The Group utilises forward exchange contracts to manage this risk.

The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currency.

At 31 March 2023, if the Euro had weakened/strengthened by 1% against the UK pound with all other variables held constant, post-tax profit for the period would have been impacted by €0.5 million as a result of foreign exchange gains/losses on translation of UK pound-denominated trade receivables, trade payables and foreign exchange gains/losses on translation of UK pound denominated borrowings. Similarly, if Euro had weakened/strengthened by 1% against the Czech koruna and Canadian dollar, post tax profit for the period would have been impacted by €0.1 million for both.

(c) Credit risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and credit exposures to customers, including outstanding receivables and committed transactions.

The Group has a credit policy in place and monitors credit risk on an ongoing basis. Credit risk is managed by the central treasury function. The utilisation of credit limits is regularly monitored. The majority of revenues are generated from the larger Irish multiples, with no history of any material bad debt losses. The Group also maintains credit insurance, details of which are set out in note 14.

The Group also manages credit risk through the use of a number of sales of receivables arrangements. Under the terms of these agreements the Group has transferred substantially all of the credit risk of the trade receivables which are subject to these agreements. Accordingly, €125,307,000 (2022: €93,559,000) has been derecognised at year-end.

(d) Interest rate risk

The Group’s objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs to protect reported profitability. This is achieved by determining a long-term strategy against a number of policy guidelines, which focus on (a) the amount of floating rate indebtedness anticipated over such a year, and (b) the consequent sensitivity of interest costs to interest rate movements on this indebtedness and the resultant impact on reported profitability. The Group uses interest rate caps to manage the Group’s exposure to interest rate fluctuations. The impact of a 1% increase in market interest rates would have resulted in an additional interest expense of €0.4 million during the year ended 31 March 2023.

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders, and benefits to other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt.

The Group’s performance in remaining within its borrowing facilities, including standby overdraft facilities and at the year ends as measured by the headroom available, is as follows:

All derivatives held for hedging purposes are measured at Level 2.

Financial instruments in Level 2 and 3

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Specific valuation techniques used to value financial instruments include:

Level 3 financial instruments constitute certain potential adjustments to acquisition consideration, which if payable will be comprised of a combination of defined amounts and derivatives of future earnings.

25 Commitments, contingencies and guarantees

(b) Foreign currency commitments

The Group was committed at 31 March 2023 to various foreign currency contracts, the more significant of which may be summarised as follows:

(c) Other commitments

At 31 March 2023 the Group was committed to forward purchase contracts and other purchase commitments for goods and materials to a total value of €155.0 million (2022: €203.2 million).

(d) Guarantees

The Company is a participant in a Group banking arrangement. As part of these credit arrangements, the Group is party to an unlimited guarantee provided in favour of the lending syndicate to support these facilities; the fair value of this guarantee is considered to be €Nil as it is considered unlikely that the guarantee will be exercised.

(e) Parent Company Guarantees

Each of the following Irish registered subsidiaries of the Company may avail of the exemption from filing its statutory financial statements for the year ended 31 March 2023 as permitted by Section 357 of the Companies Act 2014 and, if any of these Irish registered subsidiaries of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of Section 357(1) (b) of the Companies Act 2014) in such wholly owned subsidiary statutory financial statements for the year ended 31 March 2023:

Name of subsidiary

Valeo F1 Company Limited

Valeo F2 Company Limited

Valeo F3 Company Limited

Valeo F4 Company Limited

Maiden Foods Unlimited Company

Batchelors Unlimited Company

Beck Smith & Associates Unlimited Company

Erin Foods Unlimited Company

Fruit Juices Limited

Green Valley Foods Limited

Maiden Property Holdings Unlimited Company

Bachelor Beverage Systems Limited

The Naked Bean Company Limited

Maiden Acquisition Company Unlimited Company

Maiden Acquisition Company Holdings Unlimited Company

Valeo Foods (Ireland) Unlimited Company

Buganda Unlimited Company

Bolands Mills Unlimited Company

Odlum Group Unlimited Company

Jacob Fruitfield Food Group Unlimited Company

W&R Jacob Unlimited Company

Jacob Fruitfield Foods Unlimited Company

Irish Biscuits Unlimited Company

Irish Biscuits Sales Unlimited Company

Wardell Roberts Limited

Robert Roberts Limited

Shield Health Limited

Oatfield Confectionery Limited

Valeo Foods Germany Bidco GmbH, Schluckwerder Holding GmbH, Schluckwerder GmbH and Erasmi & Carstens GmbH avail of all the exemptions set out in Section 264 paragraph 3 of the HGB German Commercial Code in respect of the year ended 31 March 2023.

26 Related party transactions

The principal related party relationships requiring disclosure under IAS 24 Related Party Disclosures pertain to the existence of subsidiaries and transactions with these entities and compensation of key management personnel.

Subsidiaries

A listing of the principal subsidiaries is provided in note 28. Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries are eliminated in the preparation of the Group financial statements in accordance with IAS 27 Consolidated and Separate Financial Statements.

The Company did not make any trading sales to or trading purchases from any Group entities during the year.

Parent undertakings

The Company’s immediate and ultimate parent undertakings are Platform Bidco Limited and Bain Capital Europe Fund V SCSp, respectively.

Compensation to key management personnel

For the purposes of the disclosure requirement of IAS 24, the Group has defined the term “key management personnel”, as its directors and executive officers. In addition to their salaries, the Group also provides non-cash benefits to directors and executive officers and contributes to postemployment plans for certain directors and executive officers. Certain key management personnel hold interests in the shares of Platform Superco Limited, the top holding company in the Valeo Foods group.

An amount of €123,000 is outstanding at 31 March 2023 in respect of the related party transactions above (2022: €Nil).

27 Acquisition of undertakings

Year ended 31 March 2023

On 1 May 2022, the Group acquired Les Industries Bernard et Fils Ltée and its subsidiary company.

The provisional fair values of assets and liabilities acquired are as follows:

The acquired goodwill is attributable principally to the profit generating potential of the businesses.

In the post-acquisition year to 31 March 2023, the acquired businesses contributed revenue of €95.2 million and loss after tax of €7.3 million to the Group’s results.

Goodwill

The full year revenue and loss after tax, had the acquisitions taken place at the start of the financial year, would have been €101.3 million and €8.2 million, respectively.

The fair value of trade and other receivables (net of provisions) at the date of acquisition amounted to €13.3 million, all of which is considered recoverable.

The Group incurred acquisition related costs of €0.3 million relating to due diligence costs and other professional fees. These costs have been included in exceptional operating costs in the consolidated income statement (including certain amounts incurred and recognised prior to the year ended 31 March 2023).

Year ended 31 March 2022

On 4 October 2021, the Group acquired New World Foods, through the acquisition of Meatsnacks Group Limited and its subsidiary companies, and Freshers Foods Limited.

28 Subsidiary companies

The Company owns (directly or indirectly) 100% of the share capital of each of the following entities:

The Registered offices of the above noted subsidiary companies are as follows:

⁽¹⁾ Commercial House, Millbank Business Park, Lucan, Co. Dublin

⁽²⁾ 104, Industrielle du Boisé, Saint-Victor (QC), Canada, GOM 2B0

⁽³⁾ 1 West Road, Greshop Industrial Estate, Forres, Morayshire, Scotland, IV36 2GW, United Kingdom

⁽⁴⁾ Via settembre n.51, CAP20010 Nerviano, Milan

⁽⁵⁾ 9 Perseverance Works, Kingsland Road, London, England, E2 8DD

⁽⁶⁾ 6b Upper Water Street, Newry, Co. Down, Northern Ireland, BT34 1DJ

⁽⁷⁾ Theresienhohe 30, 80339 Munich, Germany

⁽⁸⁾ V celnici 1031/4, Nove Mesto, 1110 00 Prague 1, Czech Republic

⁽⁹⁾ Vinohradska 343/6, 120 00 Prague2, Czech Republic

⁽¹⁰⁾ Bultenweg 19, 21365 Adendorf, Germany

⁽¹¹⁾ Ui. Sudencka 51, 58-500 Jelenia Gora, Poland

⁽¹²⁾ 9, Suite 33, Triq Pope Urbanus VIII, Birkirkara BKR 1425, Malta

⁽¹³⁾ 38 Barnard Road, Bowthorpe Employment Area, Norwich, Norfolk, NR5 9JP, United Kingdom

⁽¹⁴⁾ Fabrieksweg 6, 8304AT, Emmeloord, The Netherlands

⁽¹⁵⁾ Kasteelhoekstraat 1, 1820 Steenokkerzeel, Belgium

⁽¹⁶⁾ Strawinskylaan 569, 1077 XX Amsterdam The Netherlands

29 Subsequent events

There are no significant post balance sheet events that would require disclosure in, or adjustment to, the financial statements.

30 Approval of financial statements

These financial statements were approved by the board on 29 June 2023.

Company balance sheet as at 31 March 2023

On behalf of the board

Company statement of changes in equity for the year ended 31 March 2023

1 Accounting policies

The individual financial statements of the Company (“Company financial statements”) have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and as applied in accordance with the Companies Act 2014 which permits a company that publishes its Company and Group financial statements together, to take advantage of the exemption in Section 304 of the Companies Act 2014 from presenting to its members its Company income statement and related notes that form part of the approved Company financial statements.

There have been no material departures from the standards.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"), but makes amendments where necessary in order to comply with the Companies Act 2014 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.

The Company’s ultimate controlling party and parent undertaking of the largest group of undertakings of which the Company is a member and for which group financial statements are prepared is Platform Superco Limited, a company incorporated in the United Kingdom. The smallest group in which the Company are consolidated is that headed by the Company itself.

The significant accounting policies used in the preparation of the entity financial statements are set out below. These policies have been consistently applied to all financial years presented, unless otherwise stated.

Accounting convention

The financial statements are prepared under the historical cost convention.

Financial assets

Investments in subsidiary undertakings are stated at cost less provisions for impairment.

Foreign currencies

Transactions denominated in foreign currencies have been translated to Euro at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to Euro at the rates of exchange ruling at the balance sheet date or, where appropriate, at the rates of exchange in related forward contracts. The resulting profits or losses are dealt with in the profit and loss account.

Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

IFRIC 23 Uncertainty Over Income Tax Treatments clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. The Company had previously accounted for uncertain tax positions in line with the principles of IFRIC 23 and therefore, there is no impact to the Company in 2023 in respect of IFRIC 23.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on business plans for individual subsidiaries in the Company and the reversal of temporary differences. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are re-assessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset only if certain criteria are met.

Leases

Refer to the accounting policies set out in the consolidated financial statements in respect of IFRS 16 Leases, which the Company applies under FRS 101.

Tangible fixed assets

i. Recognition and measurement

Items of tangible fixed assets are measured at cost, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of tangible fixed assets have different useful lives, then they are accounted for as separate items (major components) of tangible fixed assets.

Any gain or loss on disposal of an item of tangible fixed assets is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

iii. Depreciation

Depreciation is calculated to write off the cost of items of tangible fixed assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives of tangible fixed assets for current and comparative periods are as follows:

Intangible assets

i. Recognition and measurement

Other intangible assets

Other intangible assets, including computer software have finite useful lives, are measured at cost less accumulated amortisation and any accumulated impairment losses.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

iii. Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss.

The estimated useful life for current and comparative periods of computer software is 5 years.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Financial instruments

Basic financial assets and financial liabilities - recognition and derecognition

The Company initially recognises basic financial assets (trade and other receivables and cash and cash equivalents) and basic financial liabilities (trade and other payables) on the date when they are originated.

Trade and other receivables

Trade receivables are initially measured at their transaction price and other receivables are initially measured at fair value and are thereafter measured at amortised cost using the effective interest rate method less any provision for impairment.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the cashflow statements.

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Company is recognised as a separate asset or liability.

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

Share capital

Incremental costs directly attributable to the issue of shares are recognised as a deduction from share capital.

2 Tangible assets

3 Intangible assets

4 Financial assets

In the opinion of the directors, the investments in subsidiary undertakings are worth at least the amount at which they are stated in the balance sheet.

The movement from 31 March 2022 to 31 March 2023 represents additions to investments in subsidiary undertakings.

See note 28 in the consolidated financial statements for a listing of subsidiary companies.

5 Debtors

Amounts owed by group companies are interest free and receivable on demand.

6 Creditors: amounts falling due within one year

Amounts due to group companies carry interest rates ranging from 5% to 16% and are payable on demand.

7 Creditors: amounts falling due after more than one year

Amounts due to group companies carry interest rates ranging from 5% to 16% and are payable on demand.

8 Provisions for liabilities

Deferred tax liabilities primarily relate to tangible assets timing differences.

9 Leases

In respect of the year ended 31 March 2023

In respect of the year ended 31 March 2022

10 Share capital/share premium

See note 23 to the consolidated financial statements.

11 Approval of financial statements

These financial statements were approved by the board on 29 June 2023.