Continental Bakeries Holding & Service GmbH & Co. KG

Gronau

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Biscuit International S.A.S.

Paris/Frankreich

Statutory Auditor's report on the "Consolidated Financial Statements"

(Year ended December 31, 2023)

To the President

Biscuit International

15 rue La Fayette

75009 Paris

In our capacity as Statutory Auditors of Biscuit International and in compliance with your request, we have audited the accompanying "consolidated financial statements", of Biscuit International for the year ended December 31, 2023.

These "consolidated financial statements" were prepared under the responsibility of the President. Our role is to express an opinion on these "financial statements" based on our audit.

We conducted our audit in accordance with professional standards applicable in France and the professional guidance issued by the French Institute of statutory auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the "consolidated financial statements" are free from material misstatement. An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts and disclosures in the "consolidated financial statements". An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the "consolidated financial statements". We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the "consolidated financial statements" give a true and fair view of the financial position and assets and liabilities of the group constituted by the persons or entities included in the consolidation as of December 31, 2023, and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted in the European Union.

This report has been prepared for your attention in the above-described context and may not be used, distributed or cited for any other purposes. We accept no liability with regard to any third party to whom this report is distributed or into whose hands it may fall.

This report is governed by French law. French courts have exclusive jurisdiction to judge any dispute, claim or disagreement that may result from our letter of engagement or this report or any related question. Each party irrevocably renounces his or her rights to oppose legal action brought before these courts, to contend that the action was brought before a court that was not competent, or that these courts do not have jurisdiction.

Toulouse, May 7th, 2024

PricewaterhouseCoopers Audit

The statutory auditor

Bertrand Cuq, Partner

CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2023

Simplified joint stock company with share capital of €589 239.49

Paris Companies Register no. 879 975 142

Contents

I. Responsibility statement

II. Consolidated financial statements

1. Consolidated statement of profit and loss

2. Consolidated statement of comprehensive income

3. Consolidated statement of financial position

4. Consolidated statement of changes in equity

5. Consolidated cash-flow statement

III. Notes to the consolidated financial

1. Corporate information

2. List of consolidated companies

3. Basis of preparation

4. Russia/Ukraine

5. Basis of consolidation

6. Summary of accounting policies,

7. Business combinations

8. Goodwill

9. Segment information by geographical region

10. Operating expenses

11. Financial result

12. Income tax

13. Related party transactions

14. Intangible assets

15. Property, Plant & Equipment

16. Leases

17. Other non-current assets

18. Inventories

19. Trade receivables

20. Current tax receivables

21. Other current assets

22. Cash and cash equivalent

23. Issued capital and reserves

24. Borrowings and debt issuance costs

25. Provisions

26. Employee benefit obligations

27. Trade and other payables

28. Share-based payments

29. Financial Risk Management

30. Auditors' services to the Group

31. Commitments and contingencies

32. Significant events after the reporting date

I. Responsibility statement

The President is responsible for preparing the attached consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") (as adopted by the European Union).

The President confirms that such consolidated financial statements fairly represent the financial condition and operations of the Company in all material respects as at the date as at which and for the period(s) in relation to which those financial statements are drawn up and are prepared in all material respects in accordance with the accounting principles described above.

08 May 2024

Leon Taviansky, Président (CEO) of Biscuit International S.A.S.

II. Consolidated financial statements

All notes presented below form an integral part of these consolidated financial statements.

1. Consolidated statement of profit and loss

in €m	Note	2023	2022
Revenue	[9]	1.208,8	927,4
Purchases consumed and inventory changes		(672,6)	(609,9)
Other expenses (excl taxes & D&A)	[10]	(412,6)	(351,3)
Taxes	[10]	(4,9)	(4,1)
Depreciation and amortization of tangibles and other intangible asset	[14],[15],[16]	(46,8)	(40,5)
Amortization of customer relationship	[14]	(30,3)	(28,5)
Other operating expenses	[10]	(2,7)	(20,7)
Operating result		38,9	(127,6)
Finance income	[11]	0,6	1,0
Finance costs	[11]	(87,6)	(58,5)
Financial result		(87,1)	(57,4)
Profit/(loss) before income tax		(48,2)	(185,0)
Income tax	[12]	4,6	9,6
Net result of the year		(43,6)	(175,4)
Attributable to:
Non-controlling interests		0,2	0,2
Group share		(43,9)	(175,6)

2. Consolidated statement of comprehensive income

in €m	2023	2022
Net Result of the year	(43,6)	(175,4)
Items that may be reclassifed to profit or loss
Exchange differences on translation of foreign operations	0,8	(1,6)
Items that will not be reclassifed to profit or loss
Re-measurements of post-employment benefit obligations	(0,4)	1,4
Tax relating to components of other comprehensive income	0,1	(0,3)
Other comprehensive income for the period, net of tax	0,5	(0,6)
Total comprehensive income / (expense) for the period	(43,1)	(176,0)
Attributable to:
Non-controlling interests	0,2	0,2
Group share	(43,4)	(176,2)

3. Consolidated statement of financial position

in €m	Notes	31 December 2023	31 December 2022
Goodwill	[8]	619,8	619,8
Intangible assets	[14]	306,5	334,2
Property, plant & equipment	[15]	226,3	242,3
Right-of-use assets	[16]	61,2	58,1
Other non-current assets	[17]	1,4	1,2
Deferred tax assets	[12]	6,8	13,8
Non-current assets		1.222,0	1.269,5
Inventories	[18]	101,8	106,3
Trade receivables	[19]	60,7	77,4
Current tax receivables	[20]	11,0	13,0
Other current assets	[21]	12,1	13,4
Cash and cash equivalent	[22]	81,1	64,3
Current assets		266,8	274,4
Total Assets		1.488,8	1.543,9
Share capital and premium	[23]	576,9	496,6
Retained earnings		(286,2)	(242,8)
Other reserves		(0,6)	(1,5)
Non-controlling interests		1,6	1,3
Equity		291,6	253,6
Borrowings (non-current)	[24]	872,7	901,8
Borrowings (non-current) - Leases	[24]	53,1	49,9
Deferred tax liabilities	[12]	58,8	75,6
Provisions (non-current)	[25]	0,1	0,1
Employee benefit obligations (non-current)	[26]	8,1	8,8
Non-current liabilities		992,7	1.036,3
Borrowings (current)	[24]	22,4	16,6
Borrowings (current) - Leases	[24]	9,3	8,7
Provisions (current)	[25]	1,7	4,7
Employee benefit obligations (current)	[26]	0,1	0,1
Trade payables	[27]	106,3	164,5
Current tax payables	[27]	4,0	2,1
Other current liabilities	[27]	60,7	57,2
Current liabilities		204,6	253,9
Total Equity and Liabilities		1.488,8	1.543,9

4. Consolidated statement of changes in equity

in €m	Notes	Share capital	Share premium
1 January 2023		0,5	496,1
Net result of the year		-	-
Share-based compensation	[28]	-	-
Other comprehensive income		-	-
Capital increase		0,1	80,2
31 December 2023		0,6	576,3

in €m	Translation reserves	Retained earnings and other reserves	Noncontrolling interests	Total
1 January 2023	(1,5)	(242,8)	1,3	253,6
Net result of the year	-	(43,9)	0,2	(43,6)
Share-based compensation	-	0,8	-	0,8
Other comprehensive income	0,8	(0,3)	-	0,5
Capital increase	-	-		80,3
31 December 2023	(0,6)	(286,2)	1,6	291,6

in €m	Notes	Share capital	Share premium
1 January 2022		0,3	316,2
Net result of the year		-	-
Share-based compensation	[28]	-	-
Other comprehensive income		-	-
Capital increase		0,2	179,8
31 December 2022		0,5	496,1

in €m	Translation reserves	Retained earnings and other reserves	Noncontrolling interests	Total
1 January 2022	0,1	(69,0)	1,1	248,8
Net result of the year	-	(175,6)	0,2	(175,4)
Share-based compensation	-	0,8	-	0,8
Other comprehensive income	(1,6)	1,0	-	(0,6)
Capital increase	-	-	-	180,0
31 December 2022	(1,5)	(242,8)	1,3	253,6

5. Consolidated cash-flow statement

in €m	Notes	2023	2022
Net Result of the year		(43,6)	(175,4)
Adjustment of D&A	[14],[15],[16]	77,1	69,0
Adjustment of provisions ⁽¹⁾	[25], [26]	(4,3)	(0,8)
Adjustment of tax result ⁽²⁾	[12]	(4,9)	(10,0)
Adjustment of non-cash financial costs ⁽³⁾	[11]	80,4	51,3
Adjustment of gain on disposal of assets		0,1	(1,8)
Other adjustments		-	9,8
Adjustments		148,4	117,6
Income tax paid		(2,6)	(3,8)
Change in inventory		5,5	(6,3)
Change in trade and non-trade receivables		14,3	42,9
Change in trade and non-trade payables		(50,4)	15,5
Change in working capital		(30,6)	52,1
Cash generated from operations		71,6	(9,5)
Acquisition of property, plant & equipment	[15],[27]	(18,1)	(20,4)
Acquisition of intangible assets	[14]	(4,5)	(3,2)
Proceeds from sale of property, plant & equipment	[14],[15]	0,3	2,3
Acquisition costs			(9,8)
Acquisition of subsidiaries, (net of debt repayment) net of cash acquired	[7]		(326,9)
Cash flow used in investing activities		(22,3)	(358,1)
Proceeds from issues of shares and other equity		80,3	180,0
Proceeds from overpayment on issue of shares and other equity	[24]	0,4	245,0
Proceeds from financial debt under sale-and-leaseback contracts, net of debt issuance costs	[24]	19,3	-
Proceeds from RCF	[24]	-	84,0
Payments of interests related to borrowings ⁽⁴⁾	[24]	(67,2)	(37,2)
Repayment of borrowings, including RCF	[24]	(52,0)	(38,8)
Repayment of other borrowings	[24]	(0,3)	(1,0)
Repayment of other financial debt under sale-and-leaseback contracts	[24]	(2,3)	(0,6)
Debt issuance costs	[24]	-	(17,1)
Repayment of financial lease liabilities (excluding interests)	[16]	(11,2)	(9,0)
Cash flow generated from financing activities		(33,1)	405,3
Impact of change in foreign exchange rate		0,5	(0,3)
Cash flow		16,8	37,3
Cash and cash equivalents - Beginning of the period		64,3	27,0
Change in cash and cash equivalents		16,8	37,3
Cash and cash equivalents - End of the period		81,1	64,3

⁽¹⁾ excluding other comprehensive income.
⁽²⁾ excluding CVAE (France) €0.3m.
⁽³⁾ interets on borrowings and amortization of loan issuance costs.
⁽⁴⁾ including RCF non-utilization fees of €0.2m.

III. Notes to the consolidated financial

1. Corporate information

Biscuit International S.A.S. (formerly Cookie Holding S.A.S) is a French simplified joint stock company listed in the Paris Companies Register under number 879 975 142. Its registered office is located at 15 rue La Fayette, 75009 Paris, France.

The ultimate parent companies of Biscuit International S.A.S. are Platinum Equity Capital Partners International V (Cayman) L.P., a Cayman Islands limited partnership, Platinum Equity Capital Partners International V-B (Cayman) L.P., a Cayman Islands limited partnership, Platinum Cookie Principals International (Cayman) L.L.C., a Cayman Islands limited liability company, and Platinum Equity Capital QIQ Partners International V (Cayman) L.P., a Cayman Islands limited partnership.

On 14 February 2020 (the "Acquisition Date"), Cookie Holding S.A.S. (now Biscuit International S.A.S.), indirectly controlled by certain investments vehicles advised by Platinum Equity Advisors, LLC (a Delaware (USA) limited liability company), acquired all the shares and voting rights of the former Biscuit International S.A.S. (now merged into Biscuit Holding S.A.S.) under the terms of a Securities Purchase Agreement signed on 23 December 2019 (named "the Transaction").

Several legal restructuring operations subsequently took place (in particular, the former Biscuit Holding S.A.S. and Biscuit International S.A.S. merged into the former Cookie Acquisition S.A.S. and the latter was subsequently renamed into Biscuit Holding S.A.S. while Cookie Holding S.A.S. was renamed into Biscuit International S.A.S.) as a result of which the group's structure is simplified as follows at 31 December 2023:

2. List of consolidated companies

		At 31 December 2023
Company	Registered office	Consolidation rate	Interest rate	Control rate	Consolidation method
BISCUIT INTERNATIONAL	75 - Paris	100%	100%	100 %	FC
COOKIE INTERMEDIATEI	75 - Paris	100%	100%	100 %	FC
COOKIE INTERMEDIA TE II	75 - Paris	100%	100%	100 %	FC
BISCUIT HOLDING	75 - Paris	100%	100%	100 %	FC
BISCUITS POULT	82 - Montauban	100%	100%	100 %	FC
PANIER	29 - Briec	100%	100%	100 %	FC
BISC.FOUESNANTAISE	29 - Fouesnant	100%	100%	100 %	FC
BISC.ROUGIER	45 - Sully sur Loire	100%	100%	100 %	FC
BISCUIT INTERNATIONAL (FRANCE)	82 - Montauban	100%	100%	100 %	FC
BANKETGROEP HOLDING INTERNATIONAL BV	Langedijk (NLD)	100%	100%	100 %	FC
BANKETGROEP HOLDING BV	Langedijk (NLD)	100%	100%	100 %	FC
BANKETGROEP BEHEER BV	Langedijk (NLD)	100%	100%	100 %	FC
NEERLANDIA BANKET BV	Langedijk (NLD)	100%	100%	100 %	FC
BANKETGROEP BV	Langedijk (NLD)	100%	100%	100 %	FC
WAFEL JANSSEN BV	Langedijk (NLD)	100%	100%	100 %	FC
AW FEINBACKWAREN	Eschweiler (DE)	100%	100%	100 %	FC
BISCUIT INTERNATIONAL (GERMANY)	Eschweiler (DE)	100%	100%	100 %	FC
STROOPWAFEL & CO	Zuid-Beijerland(NLD)	100%	100%	100 %	FC
BISCUIT INTERNATIONAL UK	Gateshead (UK)	100%	100%	100 %	FC
BISCUIT INTERNATIONAL (UK) II	Gateshead (UK)	100%	100%	100 %	FC
BISCUIT INTERNATIONAL (IBERICA)	Madrid (SPA)	100%	100%	100 %	FC
ARLUY	Arrubal (SPA)	100%	100%	100 %	FC
DAN CAKE	Póvoa de Santa Iria (POR)	100%	100%	100 %	FC
DANESITA PHADNIS FOOD IND.	Pune (IND)	0%	0%	0 %	AHFS
NIEUWKO HOLDING	Langedijk (NLD)	100%	100%	100 %	FC
BAKKERIJ BOL	Langedijk (NLD)	100%	100%	100 %	FC
DE AVIATEUR BEHEER	Langedijk (NLD)	100%	100%	100 %	FC
PRODUKTIEMAATSCHAPPIJ DE AVIA TEUR	Langedijk (NLD)	100%	100%	100 %	FC
DE AVIATEUR BANKETBAKKERIJEN	Langedijk (NLD)	100%	100%	100 %	FC
DRIEHOEK HOLDING	Alkmaar (NLD)	100%	100%	100 %	FC
FRIJLING	Dalfsen (NLD)	100%	100%	100 %	FC
VAST HOLDING	Langedijk (NLD)	100%	100%	100 %	FC
GROOTENDORST BANKET	Ochten (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES HOLDING	Dordrecht (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES	Dordrecht (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES (HAUST)	Dordrecht (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES (DORDRECHT)	Dordrecht (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES (GOIRLE)	Goirle (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES (RUCPHEN)	Rucphen (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES (DEVENTER)	Deventer (NLD)	100%	100%	100 %	FC
CONTINENTAL BAKERIES DEUTSCHLAND	Gronau (DE)	100%	100%	100 %	FC
CONTINENTAL BAKERIES BELGIUM	Ghislenghien (BE)	100%	100%	100 %	FC
HAUST FRANCE	Boulogne Billancourt (FR)	100%	100%	100 %	FC
STIEFFENHOFER VERWALTUNGSGESELLSCHAFT	Gronau (DE)	100%	100%	100 %	FC
CONTINENTAL BAKERIES HOLDING & SERVICES	Gronau (DE)	100%	100%	100 %	FC
CONTINENTAL BAKERIES SWEDEN HOLDING	Orkelljunga (SWE)	100%	100%	100 %	FC
CONTINENTAL BAKERIES NORTH EUROPE	Orkelljunga (SWE)	100%	100%	100 %	FC
GRABOWER SUSSWAREN	Grabow (DE)	100%	100%	100 %	FC
GRANCO	Enghien (BE)	100%	100%	100 %	FC
DELICPOL (BISCUIT INTERNATIONAL POLAND as from 2nd Jan 2024)	Kamyk (POL)	100%	100%	100 %	FC
CONTINENTAL BAKERIES REAL ESTATE DORDRECHT	Dordrecht (NLD)	100%	100%	100 %	FC
JORRITSMA HOLDING	Dokkum (NLD)	100%	52%	52 %	FC
BAKKERIJ JORRITSMA	Dokkum (NLD)	100%	52%	52 %	FC
JORRITSMA VASTGOED	Dokkum (NLD)	100%	52%	52 %	FC

3. Basis of preparation

The attached consolidated financial statements for the years ended have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted in the European Union as of 31 December 2023.

They were drawn up based on the accounting records converted into IFRS of the subsidiaries of Biscuit International S.A.S. (together with the Company: "the Group").

All group companies have a fiscal year ending on 31 December.

The financial statements are presented in Euro and all values are rounded to the nearest million (€m), except when otherwise indicated.

According to, Dutch civil code article 403 of book 2 and § 264 (3) of German Commercial Law (HGB), Dutch and German subsidiaries of the Group that are owned at 100% use the exemption regulation regarding the obligation of publishing their own financial statements.

3.2. Comparative periods

On 22 March 2022, Biscuit Holding S.A.S. acquired all the shares of Continental Bakeries Holding B.V. (Netherlands) (this is detailed in note 7 below). Continental Bakeries is a leading European manufacturer of private label sweet biscuits, bread replacements and toast. It employs more than 1800 people, and its manufacturing operations consist of 13 production facilities in the Netherlands, Belgium, Germany, Poland, and Sweden.

3.3. Purchase price allocation

As a result of the Transaction (as defined in section III), the Company is deemed to be the acquirer for accounting purposes. The Transaction was accounted for using the acquisition method of accounting.

The Purchase Price Allocation (PPA) exercise has been prepared in accordance with International Financial Reporting Standards (IFRS) and is reflected in the consolidated financial statements of Biscuit International S.A.S. for the years ended 31 December 2022 and 31 December 2023. See note 7 for details.

3.4. Going concern

The Group meets its day-to-day working capital requirements through its available cash at bank and several standard factoring facilities. In addition, the group has a committed revolving credit facility ("RCF") of €85m, available until 14 August 2026. At 31 December 2023, €32.0m are drawn.

The Group's forecasts and projections, taking account of reasonably possible changes in trading and taking into account 2023 new secured first lien note received from shareholder, show that the Group should be able to continue operate within the level of its current facilities. Further information on the Group's borrowings is given in note 24 Borrowings.

The consolidated financial statements were prepared on a going concern basis. The Group performs regular cash forecasts which have not revealed any liquidity issue.

The Company is not aware of any material uncertainties that would question its ability to continue as a going concern or the accounting estimates of the assets and liabilities recorded as at 31 December 2023.

4. Russia/Ukraine

Russia-Ukraine war - Direct impact

Biscuit International does not have any local sales or manufacturing operations in Russia or Ukraine. For the twelvemonth period ended 31 December 2023, no sale to Russia was recorded. Sales to Ukraine are very limited (<0.1% of turnover). We do not source any ingredients from Russian or Ukrainian producers directly. We do not have any relationships with Russian or Ukrainian financial institutions, or with any politically exposed persons.

Russia-Ukraine war - Indirect impact, Food commodity and Energy inflation

In 2021, supply constraints and increasing demand caused food raw material and packaging prices to increase significantly. The war in Ukraine and the disruption it caused to Food commodities and Energy supplies for Europe, accelerated the increases of food raw materials, packaging and also energy costs.

All raw material costs have inflated, in some cases by as much as 50%, as well as Energy. For the twelve months of 2023, prices for most commodities remain above historical norms.

In 2022, we actively engaged in several rounds of price renegotiations with our customers and agreed substantial increases versus the prices originally contracted for the year. However, existing contracts in place and unexpected exceptional inflation meant that, in 2022, such pass-through was subject to some lag and consequently our margins were reduced.

At the end of 2022, all customer contracts were terminated. In the first quarter of 2023, new customer contracts were agreed with prices reflecting commodities and energy inflation. As a result of these successful price increases, pressure on margins start easing since the first half of 2023 and financial results for the twelve-months period ended 31 December 2023 are back to positive and in the range of 2021 margins.

5. Basis of consolidation

A subsidiary is an entity controlled, directly or indirectly, by Biscuit International S.A.S.. Control is deemed if the Company has the power to govern, directly or indirectly, the financial and operating policies of the entity so as to obtain benefits from its activities.

The list of entities included in the scope of the consolidation is detailed in note 2.

Full consolidation consists in:

―	Incorporating into the accounts of the consolidating entity the items in the accounts of the consolidated entities, after any restatements;
―	Allocating the shareholders' equity and net income between the interests of the consolidating entity, known as "Group Share", and the interests of other shareholders or partners referred to as "Non-controlling interests";
―	Eliminating transactions and accounts between the fully consolidated entity and the other consolidated entities.

In the consolidated financial statements, the following items are eliminated:

―	Reciprocal accounts of receivables and payables;
―	Internal Group transactions (purchases, sales, dividends, and internal margins, etc.);
―	Provisions, if any, established in respect of consolidated entities;
―	Any other transaction involving two or more Group entities.

6. Summary of accounting policies,

7.1. Significant accounting judgments, estimates and assumptions

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the application of accounting methods and the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities.

The estimates and underlying assumptions are established on the basis of the information available at the time of their preparation. These estimates may be revised if the circumstances on which they were based change or as a result of new information. Actual future results may differ from these estimates. Management is required to revise these estimates based on past experience and its view of the market.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

Goodwill depreciation and recoverability

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date.

The Group performs an impairment test at least once a year, or when there is any indication that goodwill may have lost significant value. On a yearly basis or if there is an indication of a loss in value, an impairment test is carried out on the basis of medium-term assumptions adopted by the Group, mainly using the discounted future cash flow method. An exceptional depreciation is recorded if the recoverable value of goodwill falls below its net book value.

The goodwill on the closing balance sheet date is the gross goodwill arising from the purchase price allocation. A comprehensive purchase price allocation exercise has been prepared in accordance with IFRS 3 and its conclusions have been reflected in these consolidated financial statements - Refer to dedicated note 7.

For sales, production and internal reporting, the Group is organised into geographic regions comprising legal entities regrouped into Business Units, whose cash inflows is a combination of sales from own manufactured products and sales from products manufactured in other Business Units ("cross-selling") for the same customer groups. Due to the European nature of our customer base, the importance of cross-selling into the Group's activity and development (>35%), the inter-dependency between Business Units on a number of internal shared resources (purchasing, marketing, strategy etc.) and the practical difficulties of disentangling independent cash inflows generated by the manufacturing group of assets or by changes in working capital, at a lower level than the Group's, the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets (ie the Cash Generating Units) is the whole group itself. Accordingly, goodwill is monitored at group level only.

Fixed assets depreciation and amortisation

Amortisation is determined on the basis of the expected rate of consumption of the economic benefits per asset item on the basis of the acquisition cost, according to their probable use. The depreciation periods are reviewed annually and are modified if the expectations differ from the previous estimates. These changes in estimates are recognised prospectively.

Depreciation of intangible and amortisation of tangible assets are recorded if, as a result of events or circumstances occurring during the period, their recoverable amount appears to be permanently lower than their net book value. Impairment tests may be performed by comparing the recoverable value with their net book value. If an impairment loss appears necessary, the amount recorded is equal to the difference between the net book value and the recoverable amount. The recoverable amount is the higher of fair value less disposal costs and value in use.

Pensions and other post-employment benefits

Long-term commitments relating to long-service awards (in France and to some extent in the Netherlands) as well as lump-sum indemnities due upon retirement (in France) are recognised as liabilities in the statement of financial positions. The valuation of the liability is dependent on assumptions made regarding discount rates, long-term inflation rates, mortality tables, as well as assumptions for salary increases and departures.

Due to the complexity of these actuarial valuations, the underlying assumptions and the long-term nature of these commitments, such estimates are subject to uncertainty. Further details are given in note 26.

Determining the lease term of contracts with renewal and termination options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has some lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made concerning the amount of the obligation.

The Group measures its provisions based on facts and circumstances relating to present obligations at the end of the reporting period, its experience in this area and the best of its knowledge available at the reporting date.

If the expected outflow of resources is offset by income, an asset is recognised when this income is virtually certain. Contingent assets are not recognised.

6.2. Other accounting policies

Revenue

Revenues are included in the statement of profit and loss when it is probable that the Group will receive economic benefits from the transaction and the revenues can be measured reliably.

Sale of goods and delivery of services: Revenue is deemed to have been earned when control of the product is transferred to the purchaser and any uncertainty has been removed in terms of the collection of the agreed amount, transaction costs and any return of the goods.

Other income

Financial income (interests, dividends, royalties, etc.) are considered realised once it is probable that the Group will receive the economic benefits from the transaction and the revenues can be measured reliably.

Income taxes

Current income taxes

Current income tax assets and liabilities are measured at the amounts expected to be recovered from or paid to the local taxation authorities. The tax rates used to compute the amounts are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred taxes

Deferred taxes are calculated using the balance sheet method and result mainly from temporary differences between the carrying amount of both assets and liabilities in the balance sheet and their respective taxable base. Deferred taxes are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at reporting date. Deferred taxes are recognised at their nominal value and are not discounted.

The tax rates currently used are: 25% in France, 25.8% in the Netherlands, 25% in Spain, 25% in the UK, 21% in Portugal, 29.8% in Germany, 25% in Belgium, 20.6% in Sweden and 19% in Poland.

Deferred tax assets from deductible temporary differences and unused tax loss carry forwards are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reassessed at each reporting date and reduced when it is no longer probable that the related tax savings can be generated. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it is probable that future taxable profits allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Business combinations

When a company is acquired, the acquisition cost is allocated, on the basis of their fair value, to the identifiable assets and liabilities of the acquired company. The fair value of identifiable intangible assets, such as trademarks and licences, is determined by reference to the generally accepted methods, such as those based on revenue, costs, or market value.

The difference between the Group interests in the fair value of the identifiable assets and liabilities of the acquired company is recorded as an asset in the statement of financial position under the heading "Goodwill" if it is positive, and as a gain in P&L if it is negative.

Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current and non-current classification.

An asset is deemed current when it is:

―	Expected to be realised or intended to be sold or consumed in the normal operating cycle;
―	Held primarily for the purpose of trading;
―	Expected to be realised within twelve months after the reporting date; or
―	Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

All other assets are classified as non-current.

A liability is presented as current when:

―	It is expected to be settled in the normal operating cycle;
―	It is held primarily for the purpose of trading;
―	It is due to be settled within twelve months after the reporting date; or
―	There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting date.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Foreign currencies

Transactions in foreign currencies

Transactions in foreign currencies are converted into functional currency at the exchange rate on the dates of the transactions or, in practice, at a rate that approximates the exchange rate on the trade date.

Conversion of financial statements drawn up in foreign currencies

The financial statements of the consolidated entities are prepared in the entity's functional currency which is the entity's local currency unless specified otherwise.

Financial statements prepared in foreign currencies are converted using the closing rate method:

―	Assets and liabilities are converted into euros at the closing exchange rate of the reporting date;
―	Equity items are converted at the historical exchange rate;
―	Income statement items and cash flow are converted into euros at the average rate for the year;
―	The resulting conversion difference is recorded in the equity a separate component called "Conversion reserve" and the distinction is made between the "Group Share" and the share of "Non-controlling interests". The change of this conversion reserve over a period is recorded under equity.

This applies only to Northumbrian Fine Foods Ltd and Biscuit International (UK) Ltd, whose financial statements are prepared in Pounds Sterling.

Foreign currencies conversion difference

The unrealized conversion differences on assets and liabilities recorded on receivables and payables in foreign currencies are recorded in the consolidated statement of profit and loss as financial result.

Share-based payments

Certain employees of the Group receive remuneration in the form of equity-settled share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

The (non-cash) cost of these transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and /or service conditions are fulfilled. The cumulative expense recognised at each reporting date until the vesting date reflects the extent of fulfilment of the vesting period and the Group's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in "other non-current expenses".

Investment subsidies

Subsidies are considered as income to be applied against the results of future fiscal years. Accordingly, subsidies are recorded as deferred income and the part which is booked in the profit and loss account in the individual financial statements is retained in the consolidated profit and loss.

Intangible assets and properties, plants and equipment

The gross value of fixed assets corresponds to their historical acquisition or production cost.

Where applicable, the total cost of the tangible asset is allocated among its various components, each item being accounted for separately. This is the case if the various components of an asset have different useful lives or if they provide benefits to the company at a different pace, requiring the use of different depreciation rates and methods.

The Group opted for the preferred method of capitalising development costs.

After initial recognition, these fixed assets are accrued at cost less accumulated amortisation, depreciation and impairment loss.

Depreciation and amortisation were determined on the basis of the expected rate of consumption of the economic benefits per asset item on the basis of the acquisition cost, according to their probable use.

As such, the following useful lives are generally used:

Software	1 to 5 years
Client relationship	13 years
Brands	20 years
Constructions	6 to 50 years
Plant, property and equipment	2 to 20 years
Furniture, office, and computer equipment	2 to 10 years
Transport equipment	4 to 8 years

These depreciation periods are reviewed annually and are modified if the expectations differ from the previous estimates. These changes in estimates are recognised prospectively.

Impairment loss on intangible and tangible assets is recorded if, as a result of events or circumstances occurring during the reporting period, their recoverable amount appears to be permanently lower than their net book value. Impairment tests may be performed by comparing the recoverable value with their net book value. If an impairment loss appears necessary, the amount recorded is equal to the difference between the net book value and the recoverable amount. The recoverable amount is the higher of fair value less disposal costs and value in use.

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

―	Constructions: 32 years, relating to the warehouse rent;
―	Plant, property & equipment: 5 years on average, ranging from 1 year to 7 years;
―	Other: 1 year to 7 years.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

Other non-current assets - Financial assets

Financial assets consist of loans, deposits, and sureties. They are measured at carrying value based on the amounts paid.

Inventories

Goods and supplies are valued at the purchase price plus ancillary costs.

Raw material and packaging are valued at their weighted average cost price.

Spare parts, defined as inventory, are valued at their weighted average cost.

Products manufactured and work in progress are valued at their production cost, which includes consumption and direct and indirect production costs.

Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. Write-down of inventory and work-in-progress is recorded, where necessary, in order to reflect their current value at the reporting date.

No financial expenses are included in the cost price of the inventory.

Trade receivables

Receivables

Receivables are measured at their carrying value.

The company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics.

Where appropriate, impairment of receivables is recorded to reflect a lower recoverable value. The need of impairment is determined on a customer-by-customer basis.

Assignment of trade receivables

Short-term trade receivables assigned in a factoring arrangement with recourse are not derecognised in the balance sheet unless the risks and rewards from holding the asset are transferred to the factor.

Cash and cash equivalents

Cash includes liquidity in bank current accounts.

Marketable securities and cash instruments are recorded as assets at their acquisition cost, with any unrealised losses depreciated.

Financial liabilities

Financial liabilities are initially recognised at fair value, less transaction fees and are subsequently measured at amortised cost at each balance sheet date. Thus, transaction fees, issuance premiums, redemption premiums and any other difference between the net proceeds from the issuance and the final redemption value are amortised over the duration of the debt instrument using the effective interest rate method. The effective interest rate is the rate that discounts exactly the future cash flows (principal and interest) over the term of the instrument, to an amount that is equal to the initial carrying value of the instrument.

Interest expenses are recorded based on the effective interest rate, not the nominal interest rate.

Provisions

Provisions are recognised when:

―	the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation;
―	and a reliable estimate can be made of the amount of the obligation.

Pensions and other post-employment benefits

Long-term commitments relating to long-service awards (in France and to some extent in the Netherlands) as well as lump-sum indemnities due upon retirement (in France) are defined benefits obligations and recognised as liabilities in the statement of financial position.

The liability or asset recognised in the statement of financial position in respect of defined benefit plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of any plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

The valuation of the liability is dependent on assumptions made regarding discount rates, long-term inflation rates, mortality tables, as well as assumptions for salary increases and departures.

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. Pension schemes in the countries in which the Group operates are administered through such defined contributions schemes. Accordingly, there are no liability recognised in the statement of financial position in this respect.

Derivative financial instruments

The Group may use derivative financial instruments to manage its exposure to some transactions in foreign exchange, and never for trading purposes.

In applicable, such derivative financial instruments are initially recognised at their fair value and are subsequently measured to their fair value through profit or loss.

New IFRS standards applied in advance for the year ended 31 December 2023

IAS 12 - Amendments - International Tax Reform - Pillar Two Model Rules

Pillar Two legislation has been enacted or substantively enacted in all jurisdictions in which the Group operates. The legislation will be effective for the Group as from 1 January 2024.

The Group has performed an assessment of its potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the Group's constituent entities. Based on the assessment performed, the transitional Safe Harbor rules are applicable in all jurisdictions in which the Group operates. Management is not currently aware of any circumstances under which this might change. Therefore, the Group does not expect a potential exposure to Pillar Two top-up taxes.

7. Business combinations

Acquisition of Continental Bakeries in March 2022

On 22 March 2022, Biscuit Holding S.A.S. acquired all the shares of Continental Bakeries Holding B.V.. That transaction qualifies as business combination in the scope of IFRS 3.

The 2022 results presented here in the special purpose consolidated financial statements are on a pro forma basis with the inclusion of the pre-acquisition results of Continental Bakeries as if it had been acquired on 1 January 2022.

A Purchase Price Allocation (PPA) exercise has been prepared in accordance with IFRS 3. The consideration transferred corresponds to €335.3 m (of which €335.3m in cash, including repayment of predecessor external debt for an amount of €191.5m).

The table below summarises the consideration paid together with the provisional fair values of assets acquired and liabilities assumed. Work to establish the fair values was performed by the Management, who are deemed to be sufficiently expert in the field and are well positioned within the business to be able to perform the valuation. The valuation of Property and Plants was performed by an independent real estate appraiser.

The calculated goodwill is presented as follows :

Fair value of assets acquired and liabilities assumed in the acquired entity	in m€
Intangible assets	97,4
Tangible assets	111,9
Deferred tax assets & other non-current assets	11,7
Trade Working Capital	67,3
Non-trade w orking capital	(34,1)
Borrow ings including Leases	(12,3)
Cash	8,4
Provisions & Employee benefit obligations	(3,9)
Deferred tax liabilities	(28,9)
Net identifiable assets acquired	217,5
Goodw ill at acquisition	117,8
Consideration transfered	335,3
of which:
- cash paid	335,3
Analysis of cash flow at acquisition	in m€
Net cash acquired w ith the subsidiary	8,4
Cash paid	(335,3)
Net cash outflow	(326,9)

The purchase price for 100% of the shares has been allocated as follows:

―	Customer relationship: The Management has identified a "Customer Relationship" intangible asset corresponding to the fair value of the long-term commercial relationship with its client groups (over 20 to 30 years with some major players). This intangible asset is amortized over 13 years;
―	Brands: the value of the "Gille" brand, distributed in Sweden, has been recognised based on its pricing power over similar products sold with private labels. This brand is amortized over 20 years;
―	Properties & Plants have been revalued at their fair market value based on a comprehensive independent real estate appraisal;
―	Other liabilities are related to pension liabilities (€2.7m) and tax liabilities (€0.6);
―	Net (remaining) Goodwill arising from the PPA exercise, which amounts to €117.8m.

No step-up of the inventory has been reflected on the acquisition date as this would only have resulted in a transfer of result between the Predecessor and Successor periods without net impact of the net result for the full year, which would be irrelevant in respect of the purpose of preparation of the special purpose consolidated financial statements which is to reflect the result of Biscuit Holding and its subsidiaries' operations over the full year.

For information purposes, an estimated €3.0m step-up (net of tax) of inventory would have been identified on the Acquisition Date in the context of the preparation of statutory accounts from the Acquisition Date until the yearend.

8. Goodwill

The carrying value of goodwill at 31 December 2023 is €619.8m, as determined below.

in €m	1 January 2023	Acquisition	Adjustment	Impairment	31 December 2023
Gross goodwill	619,8	-	-	-	619,8
Net value	619,8				619,8

in €m	1 January 2022	Acquisition	Adjustment	Impairment	31 December 2022
Gross goodwill	502,5	117,8	(0,5)	-	619,8
Net value	502,5				619,8

At 31 December 2023, we compared the carrying value of the goodwill with its recoverable amount, based on the present value of the expected future cashflows (arising from the most recent 5-year business plan and extrapolated by applying a 1.8% long-term growth rate and applying a WACC of 9.4%), and did not identify that the carrying value of the goodwill should be impaired.

The Group additionally performed a sensitivity analysis and concluded that a 0.5% increase in the discount rate, a 0.5% decrease in the growth rate or a 0.25% decrease in EBITDA margin, would not generate recoverable amounts for capital employed below net book value for the groups of CGUs tested. Sensitivity analysis is shown below:

	in %
Sensitivity to discount rate -50bps	7,1%
Sensitivity to discount rate +50bps	-6,2%
Sensitivity to long-term growth rate -50bps	-4,2%
Sensitivity to long-term growth rate +50bps	4,8%
Sensitivity to EBITDA margin -25bps	-3,6%
Sensitivity to EBITDA margin +25bps	3,6%

9. Segment information by geographical region

For the purpose of sales, production and internal organisation and reporting, the Group is classified according to geographical regions.

The "regions" presented in the segment reporting, which are based on the internal reporting system, are composed as follows for the legacy Biscuit International organisation:

―	France: sales of group products to final customers in France and Italy;
―	Benelux: sales of group products to final customers in the Benelux;
―	DACH: sales of group products to final customers in Germany, Austria, Switzerland;
―	UK: sales of group products to final customers in the UK and the Republic of Ireland;
―	Spain: sales of group products to final customers in Spain;
―	Portugal: sales of group products to final customers in Portugal and Greece;
―	Poland: sales of group products to final customers in Poland and some Eastern countries;
―	Sweden: sales of group products to final customers in Sweden and some Nordics countries;
―	Export: sales of group products to other regions, mostly out of Europe;
―	European Clients: sales of group products to retailers which operate through European contracts.

The destination markets presented in the segment analysis, based on the internal reporting system, are as follows :

For the period ended 31 December 2023

€'000	European Clients	France ^*	Benelux	UK	DACH
Net sales - Mgmt - Contrib. view	170,2	263,1	195,3	74,9	273,1
Other gross/net sales reclassification
Revenue Period Proforma

€'000	Spain	Portugal	Export	Poland	Sweden	Total
Net sales - Mgmt - Contrib. view	35,7	23,0	49,5	56,7	66,9	1.208,4
Other gross/net sales reclassification						0,4
Revenue Period Proforma						1.208,8

Note:

^(*) Including co-manufacturing clients

Management's reporting monitors Net sales, so called 'triple net' sales, which correspond to the actual price paid by customers after different discounts, rebates, and commercial cooperation related items.

The main reconciling items between the Management Accounts' Net sales and the consolidated revenue are other sales (waste, semi-finished and obsolete products) and different exchange rates used between management and consolidation accounts.

10. Operating expenses

Other expenses (excl. taxes and D&A)

Other operating expenses amounted to €412.6m for the year ended 31 December 2023 and include:

in €m	2023	2022
Employee benefit expenses	(208,9)	(170,1)
Transport	(57,3)	(54,5)
Third-party services	(95,4)	(94,8)
Maintenance and repairs	(17,7)	(12,1)
Other	(33,3)	(19,8)
Other operating expenses (excl taxes & D&A)	(412,6)	(351,3)

The Group personnel expenses are mainly employee remuneration and social security charges.

in €m	2023	2022
Employee remuneration	(166,9)	(136,1)
Social security charges	(36,0)	(30,6)
Other personnel expenses	(4,2)	(3,4)
Employee profit-sharing	(1,8)	0,0
Employee benefit expenses	(208,9)	(170,1)

External and internal costs of research and development are expensed to the profit and loss statement during the year in which they are incurred when they do not meet the criteria for capitalisation.

Average workforce breakdown (Full Time Equivalent)	2023	2022
Executives and supervisors	388	199
Employees	332	331
Workers	3.273	3.652
Total FTE	3.993	4.182

Taxes (other than corporate income taxes)

Taxes include taxes on remuneration, property taxes, tax on oils and sales taxes. They are primarily incurred by the French subsidiaries.

in €m	2023	2022
Taxes on remuneration	(0,9)	(0,4)
Other taxes	(4,0)	(3,7)
Taxes	(4,9)	(4,1)

Other operating expenses

For the year ended 31 December 2023, other operating expenses mainly consist of acquisition costs, share-base payment expenses, costs of pension plan indexation in the Netherlands and other change in pension provisions, respectively for (€0.2m), (€0.8m), (€3.0m) and €1.4m.

11. Financial result

in €m	2023	2022
Interests on borrow ings	(72,0)	(44,6)
Interests on borrow ings - lease liabilities	(1,8)	(0,9)
Currency exchange gains and losses	1,8	(1,9)
Other financial expenses	(8,5)	(4,1)
Amortization of loan issuance costs	(6,6)	(6,0)
Financial result	(87,1)	(57,4)

For the year ended 31 December 2023, the Group reported a net financial expense of €86.0m, which mainly consists in:

―	€73.8m interests on borrowings and €6.6m amortisation of new debt issuance costs (out of a total of €41.8m, of which €23.5m capitalised in 2020, €17.1m in 2022 and €1.2m in 2023);
―	€1.8m net foreign exchange gains;
―	Other financial expenses for a total of €8.5m, including amongst other agents fees and RCF commitment fees (€0.5m), factoring charges (€3.7m), financing fees (€1.2m)

12. Income tax

Income tax

Income tax booked in the profit and loss account for the year ended 31 December 2023 breaks down as follows:

in €m	2023	2022
Income tax due	(5,1)	(1,2)
Deferred tax	9,7	10,8
Income tax	4,6	9,6

Reconciliation between statutory income tax applicable in France and actual income tax expense

The major components of income tax for the period ended 31 December 2023 year are:

in €m	2023	2022
Net income / (loss) for the consolidated group before tax	(48,2)	(185,0)
Theoretical tax rate applicable	25,0 %	25,0 %
Theoretical tax credit / (expense)	12,0	46,3
Tax credit / (expense) recorded	4,6	9,6
Tax difference	(7,5)	(36,7)
Reconciling items
Permanent differences	2,2	(30,1)
Non-deductible financial expenses on tax consolidation	(10,1)	(6,2)
Effect of change in tax rate	0,0	(0,4)
Foreign tax rate effect	0,8	0,3
Tax impact of CVAE	(0,2)	(0,3)
Miscellaneous	(0,2)	0,0
Total	(7,5)	(36,7)

At 31 December 2023, total carry forward tax losses for the Group amounted to €206.7m (France: €69.6m, Netherlands: €82.1m, Spain: €13.4m, Portugal: €6.2m, UK: €7.4m, Belgium: €15.7m and Germany: €12.3m), this represents a deferred tax asset of €53.0m. However, considering the projected taxable profits for the upcoming 5 years a deferred tax asset is recognized on the balance sheet and amounts to €27.5m.

Tax consolidation regimes

The Group benefits from tax consolidation regimes in France (comprising all the French entities), in the Netherlands (comprising all the Dutch entities), in Germany (for the legacy Continental Bakeries entities) and in Sweden (for both Swedish entities), whereby the local taxable income is determined as if the local entities were one from an income tax standpoint via tax consolidation or transfer of profits and losses between entities within such tax group.

Deferred tax

Deferred taxes relate to the following items:

in €m	1 January 2023	P&L	Other	Acquisition	31 December 2023	France	Netherland s
Deferred tax assets items
Fiscal deficitis	24,5	3,1	(0,0)	-	27,5	7,0	11,4
Pensions & employee benefits	1,7	0,2	0,1	-	2,0	2,0	-
Acquisition and finance costs	4,0	(1,4)	0,0	-	2,5	2,9	(0,1)
Other	2,0	(0,2)	0,2	-	1,9	(0,1)	0,0
Deferred tax liabilities items
PPA	(89,1)	7,9	(0,0)	-	(81,2)	(52,0)	(22,6)
Accelerated depreciation for tax purposes	(4,9)	0,2	(0,1)	-	(4,8)	(2,2)	0,1
Deferred Tax Assets	13,8				6,8		-
Deferred Tax Liabilities	(75,6)				(58,8)	(42,4)	(11,1)
Total Deferred tax	(61,8)	9,7	0,1	-	(52,0)	(42,4)	(11,1)

in €m	Spain	UK	Portugal	Germany	Belgium	Sweden	Poland
Deferred tax assets items
Fiscal deficitis	3,3	1,2	-	3,7	0.9	-
Pensions & employee benefits	-	-	-	-	-	-	-
Acquisition and finance costs	-	-	(0,3)	-	-	-	-
Other	0,6	0,2	(0,2)	0,1	0,0	0,0	1,3
Deferred tax liabilities items
PPA	(0,6)	-	(3,1)	(1,8)	(0,0)	(0,6)	(0,5)
Accelerated depreciation for tax purposes	(0,0)	(0.9)	-	-	-	(0,5)	(1,4)
Deferred Tax Assets	3,3	0,6		2,0	0,9
Deferred Tax Liabilities			(3,6)			(1,1)	(0,6)
Total Deferred tax	3,3	0,6	(3,6)	2,0	0,9	(1,1)	(0,6)

13. Related party transactions

Related parties include those relevant to all periods presented in the special purpose consolidated financial statements, they are individuals or entities:

―	under the control, joint control or significant influence of the Company;
―	which control or exercise joint control or significant influence over Company, or
―	which are under the common control, joint control or significant influence of Company.

In addition, certain key management personnel of the Company are related parties for the special purpose consolidated financial statements.

Transactions with Platinum Equity

The Group receives regular corporate and advisory services from Platinum Equity Advisors, LLC pursuant to a corporate advisory services agreement, which amounted to €5.2m for the twelve-month period ended 31 December 2023 of regular monitoring fees.

Transactions with key management personnel

There were no transactions with key management personnel other than standard compensations contracted at arm's length.

Compensation and key employment terms of employees, directors, or officers with gross annual compensation of at least €200,000 require the approval of the Group's Supervisory Committee.

14. Intangible assets

The Group's intangible assets amounted to €306.5m as at 31 December 2023 and are mainly composed of a Customer Relationship intangible asset, research costs, concessions, patents and similar rights.

in €m	Research costs	Pantents and similar	Customer relationship	Brands	Intangible assets in progress	Other intangible assets	Total
Gross value
1 January 2023	15,2	16,5	393,7	2,2	3,2	0,0	430,9
Increase	-	1,9	-	-	2,5	0,1	4,5
Write-offs	-	-	-	-	-	-	-
Transfers and other movements	(0,3)	6,6	-	0,0	(4,7)	-	1,6
Disposals	-	(0,2)	-	-	-	-	(0,2)
Exchange differences	0,0	0,1	-	0,0	(0,0)	-	0,1
31 December 2023	14,9	24,9	393,7	2,3	1,0	0,1	436,9
Depreciation and impairment
1 January 2023	(14,8)	(10,1)	(71,7)	(0,1)	-	(0,0)	(96,7)
Increase	(0,2)	(3,1)	(30,3)	(0,1)	-	(0,0)	(33,6)
Write-offs	-	-	-	-	-	-	-
Transfers and other movements	0,2	(0,3)	-	(0,0)	-	-	(0,2)
Disposals	-	0,1	-	-	-	-	0,1
Exchange differences	(0,0)	(0,0)	-	(0,0)	-	-	(0,0)
31 December 2023	(14,8)	(13,3)	(102,0)	(0,2)	-	(0,0)	(130,4)
Net book value at 31 December 2023	0,1	11,6	291,7	2,1	1,0	0,1	306,5

in €m	Research costs	Pantents and similar	Customer relationship
Gross value
1 January 2022	15,0	7,8	299,5
Continental Bakeries acquisition at 31 Mar 2022	0,2	4,5	94,2
Increase	0,0	1,6	-
Write-offs	-	-	-
Transfers and other movements	0,0	2,7	-
Disposals	-	-	-
Exchange differences	(0,0)	(0,1)	-
31 December 2022	15,2	16,5	393,7
Depreciation and impairment
1 January 2022	(14,3)	(4,6)	(43,3)
Continental Bakeries acquisition at 31 Mar 2022	(0,2)	(4,1)	-
Increase	(0,3)	(1,5)	(28,5)
Write-offs	-	-	-
Transfers and other movements	-	-	-
Disposals	-	-	-
Exchange differences	0,0	0,0	-
31 December 2022	(14,8)	(10,1)	(71,7)
Net book value at 31 December 2022	0,4	6,4	322,0

in €m	Brands	Intangible assets in progress	Other intangible assets	Total
Gross value
1 January 2022	-	2,1	-	324,4
Continental Bakeries acquisition at 31 Mar 2022	2,4	0,3	-	101,7
Increase	-	1,6	0,0	3,2
Write-offs	-	-	-	-
Transfers and other movements	-	(0,8)	-	1,9
Disposals	-	-	-	-
Exchange differences	(0,2)	(0,0)	-	(0,2)
31 December 2022	2,2	3,2	0,0	430,9
Depreciation and impairment
1 January 2022	-	-	-	(62,1)
Continental Bakeries acquisition at 31 Mar 2022	-	-	-	(4,3)
Increase	(0,1)	-	(0,0)	(30,3)
Write-offs	-	-	-	-
Transfers and other movements	-	-	-	-
Disposals	-	-	-	-
Exchange differences	0,0	-	-	0,0
31 December 2022	(0,1)	-	(0,0)	(96,7)
Net book value at 31 December 2022	2,2	3,2	0,0	334,2

15. Property, Plant & Equipment

The Property, Plant & Equipment's net value amounted to €226.3m as at 31 December 2023. They are mainly composed of property, plant, equipment and construction.

in €m	Land	Buildings	Plant & equipment
Gross value
1 January 2023	19,4	135,4	539,2
Increase	-	0,9	6,7
Disposal	-	0,0	(15,7)
Transfers and other movements	1,3	6,4	22,5
Exchange differences	0,2	1,1	1,9
31 December 2023	20,9	144,0	554,6
Depreciation and impairment
1 January 2023	(0,5)	(61,6)	(426,1)
Increase	(0,1)	(5,9)	(25,7)
Disposal	-	(0,0)	15,6
Transfers and other movements	-	(0,1)	(0,1)
Exchange differences	(0,0)	(0,4)	(1.2)
31 December 2023	(0,6)	(68,1)	(437,5)
Net book value at 31 December 2023	20,3	75,9	117,1

in €m	Other tangible assets	Tangible assets in progress	Advances on tangible assets	Total
Gross value
1 January 2023	50,0	26,2	0,0	770,2
Increase	1,1	8,7	0,1	17,6
Disposal	(0,9)	-	-	(16,6)
Transfers and other movements	(4,2)	(26,8)	(0,0)	(0,8)
Exchange differences	0,1	0,1	0,0	3,3
31 December 2023	46,0	8,2	0,1	773,8
Depreciation and impairment
1 January 2023	(39,5)	(0,3)	-	(527,9)
Increase	(1,6)	-	-	(33,4)
Disposal	0,6	-	-	16,2
Transfers and other movements	(0,4)	-	-	(0,6)
Exchange differences	(0,0)	(0,0)	-	(1,7)
31 December 2023	(40,9)	(0,3)	-	(547,5)
Net book value at 31 December 2023	5,0	7,9	0,1	226,3

in €m	Land	Buildings	Plant & equipment
Gross value
1 January 2022	13,6	93,6	297,5
Continental Bakeries acquisition at 31 Mar 2022	5,9	41,4	234,3
Increase	-	1,5	6,3
Disposal	(0,0)	(0,3)	(5,2)
Transfers and other movements	0,0	(0,0)	8,9
Exchange differences	(0,0)	(0,8)	(2,6)
31 December 2022	19,4	135,4	539,2
Depreciation and impairment
1 January 2022	(0,5)	(41,3)	(233,2)
Continental Bakeries acquisition at 31 Mar 2022	(0,0)	(16,4)	(180,2)
Increase	(0,0)	(5,2)	(21,7)
Disposal	-	0,2	5,1
Transfers and other movements	-	0,7	2,0
Exchange differences	0,0	0,5	2,0
31 December 2022	(0,5)	(61,6)	(426,1)
Net book value at 31 December 2022	18,9	73,8	113,2

in €m	Other tangible assets	Tangible assets in progress	Advances on tangible assets	Total
Gross value
1 January 2022	34,8	8,0	0,9	448,5
Continental Bakeries acquisition at 31 Mar 2022	9,9	25,8	-	317,3
Increase	1,2	11,2	0,2	20,4
Disposal	(1,5)	-	(0,1)	(7,0)
Transfers and other movements	5,7	(18,9)	(1,0)	(5,3)
Exchange differences	(0,2)	(0,0)	-	(3,6)
31 December 2022	50,0	26,2	0,0	770,2
Depreciation and impairment
1 January 2022	(28,9)	-	-	(303,9)
Continental Bakeries acquisition at 31 Mar 2022	(8,7)	-	-	(205,4)
Increase	(3,3)	(0,3)	-	(30,5)
Disposal	1,3	-	-	6,5
Transfers and other movements	(0,1)	-	-	2,6
Exchange differences	0,1	-	-	2,6
31 December 2022	(39,5)	(0,3)	-	(527,9)
Net book value at 31 December 2022	10,4	25,9	0,0	242,3

16. Leases

The Group has lease contracts for various items of property and equipment used in its operations. Leases of land and buildings generally have lease terms of up to circa 30 years, while leases of other equipment generally have lease terms between 3 and 7 years. The Group's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets.

The Group also has certain leases of equipment with lease terms of 12 months or less and leases of equipment with low value. The Group applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.

Set out below, are the carrying amounts of the Group's right-of-use assets and lease liabilities (included under interest-bearing loans and borrowings) and the movements during the period.

in €m	Constructions	Plant, property & equipment	Other tangible assets	Right-of-use assets	Deferred tax assets	Borrowings - Lease
1 January 2023	52,4	3,0	2,7	58,1	0,2	58,7
Additions	9,8	1,7	1,7	13,2	0,2	13,2
Cessions	-	(0,0)	(0,1)	(0,1)	-	(0,1)
Depreciation expense	(7,0)	(1,7)	(1,4)	(10,1)	-	-
Payments	-	-		-	-	(11,2)
Transfers and other movements	-	-	(0,1)	(0,1)	-	-
Interest expense				-	-	1,7
Exchange differences	0,1	0,0	0,0	0,2	0,0	0,2
31 December 2023	55,3	3,0	2,8	61,2	0,4	62,4

in €m	Constructions	Plant, property & equipment	Other tangible assets	Right-of-use assets	Deferred tax assets	Borrowings -Lease
1 January 2022	13,9	1,6	0,9	16,5	0,1	17,1
Continental Bakeries acquisition at 31 Mar 2022	38,7	2,5	1,8	43,0	-	42,6
Additions	5,6	0,5	1,5	7,5	0,1	7,5
Cessions	(0,0)	(0,1)	(0,1)	(0,2)	-	(0,2)
Depreciation expense	(5,5)	(1.5)	(1.2)	(8,1)	-	-
Payments	-	-	-	-	-	(9,0)
Transfers	-	-	(0,2)	(0,2)	-	-
Interest expense	-	-	-	-	-	0,9
Exchange differences	(0,3)	(0,0)	(0,0)	(0,3)	-	(0,3)
31 December 2022	52,4	3,0	2,7	58,1	0,2	58,7

The corresponding amounts recognised in profit and loss are as follows:

in €m	2023	2022
Depreciation expense of right-of-use assets	(9,9)	(8,0)
Interest expense on lease liabilities	(1,8)	(0,9)
Deferred tax impact	0,2	0,1
Expenses relating to short-term leases	(1,2)	(0,5)
Expenses relating to leases of low-value assets	(0,2)	(0,2)
Expenses relating to variable lease payments and others	(1,6)	(0,7)
Total recognised in P&L	(14,5)	(10,3)

The Group had total cash outflows for leases under IFRS 16 of €11.2m.

In March 2023, Dan Cake (SA) entered into a sale and purchase agreement for buildings located in Lisboa and Coimbra. A first tranche of funds was received on 24 March 2023 (€10.2m). The remainder (€9.5m), net of financing fees of €0.9m, was received on 20 April 2023 following completion of registration. This lease agreement is executed for an initial term of fifteen years and is reported as other financial debt under sale-and-leaseback contracts in note 24 Borrowings.

17. Other non-current assets

Other non-current assets correspond to financial assets, including various loans to employees and deposits (for leased sites).

in €m	2023	2022
Loans	0,6	0,6
Sureties	0,8	0,8
Other financial assets	0,0	0,0
Gross value	1,4	1,4
Impairment on financial assets	-	(0,2)
Net value	1,4	1,2

18. Inventories

The Group's inventories and work-in progress mainly include raw materials, finished goods and intermediate products, amounting to €101.8m at 31 December 2023.

Valuation allowance of € 9.3m mainly relates to slow moving raw materials, suppliers, consumables, and finished goods.

in €m	31 December 2023			31 December 2022
	Gross value	Allowance	Net value	Gross value	Allowance	Net value
Stock of raw material, supplies and consumables	55,9	(6,9)	49,0	60,1	(1,4)	58,7
Inventory-finished and intermediate products	52,3	(2,4)	49,9	45,9	(1,7)	44,2
Inventory-work in progress	1,3	-	1,3	2,4	-	2,4
Inventory of goods	1,5	-	1,5	1,0	-	1,0
Inventories	111,1	(9,3)	101,8	109,4	(3,1)	106,3

Set out below is the movement in the allowance for inventory between 31 December 2022 and 31 December 2023:

in €m	1 January 2023	Allocations for the fiscal year	Decrease	Exchange differences	31 December 2023
Stock of raw material, supplies and consumables	(1,4)	(7,5)	2,1	(0,0)	(6,9)
Inventory-finished and intermediate products	(1,7)	(8,1)	7,4	(0,0)	(2,4)
Allowance on inventory	(3,1)	(15,6)	9,4	(0,0)	(9,3)

19. Trade receivables

The trade receivables net value amounted to €60.7m at 31 December 2023.

The maturity of receivables is less than 12 months after the reporting date.

in €m	2023	2022
Trade receivables and related accounts	65,5	79,7
Factor receivables	0,1	0,3
Trade receivables and related accounts	65,7	80,0
Doubtful debtors	(5,0)	(2,7)
Net trade receivables	60,7	77,4

In accordance with IFRS 9, the Group has reviewed its account receivables depreciation over the last five years, which resulted in a non-significant impact.

20. Current tax receivables

Set out below is the detail of current tax receivables:

in €m	2023	2022
Tax receivables - excluding corporate tax	9,2	10,4
Government receivables - CIR & CICE	1,9	2,6
Current tax receivables	11,0	13,0

The maturity of receivables is within 12 months after the reporting date.

21. Other current assets

Set out below is the detail of other current assets:

in €m	2023	2022
Other receivables - current	5,1	7,0
Suppliers - advances and prepayments	0,5	0,2
Deferred charges and accrued income	6,4	5,8
Receivables on personnel & social org.	0,1	0,4
Other current assets	12,1	13,4

The maturity of receivables is less than 12 months after the reporting date.

22. Cash and cash equivalent

Cash and cash equivalent formed of cash at bank amounted to €81.1m at 31 December 2023.

The cash at bank is mostly held in Euros, with approx. €12.1m equivalent held in other currencies in particular in Pounds Sterling (€2.1m), Polish Zlotys (€2.0m), Swedish Kronas (€7.0m), American dollars (€0.1m), Canadian dollars (€0.1m), and Danish Crowns (€0.9m).

The Company has an available commitment of €85.0m on the Revolving Credit Facility at 31 December 2023 out of which €32.0m are drawn at that date. At 31 December 2023, undrawn €7.2m are used as bank guarantees.

23. Issued capital and reserves

As of 31 December 2023, the share capital of Biscuit International S.A.S. (formerly Cookie Holding S.A.S.) was composed of 589 239 499 shares with a nominal value of €0,001.

24. Borrowings and debt issuance costs

in €m	1 January 2023	Increase	Continental Bakeries acquisition	Repaid
Bank borrow ings	915,2	-	-	(118,9)
Other financial debts	0,4	-	-	(0,3)
Other financial debts, under sale-and-leaseback contracts	2,8	19,3	-	(2,3)
Accrued interest not yet due - Bank overdrafts	0,0	0,0	-	(0,0)
Overpayment on capital increase	-	0,4		-
Lease liabilities	58,7	13,1	-	(11,2)
Non-current borrowings	977,1	32,8	-	(132,9)
o/w Non-current Borrowings	951,7
o/w Current Borrowings	25,3

in €m	Accrued interests	Debt issuance costs amortization	Exchange rate changes	31 December 2023
Bank borrow ings	71,7	6,5	-	8744
Other financial debts	0,0	-	-	0,1
Other financial debts, under sale-and-leaseback contracts	0,4	0,1	-	20,2
Accrued interest not yet due - Bank overdrafts	-	-	-	0,0
Overpayment on capital increase	-	-	-	0,4
Lease liabilities	1,7	-	0,2	62,4
Non-current borrowings	73,8	6,6	0,2	957,5
o/w Non-current Borrowings				925,8
o/w Current Borrowings				31,8

in €m	1 January 2022	Increase	Continental Bakeries acquisition	Repaid
Bank borrow ings	628,4	311,9	-	(75,5)
Loan facility Continental Bakeries - Predecessor	-	-	191,5	(191,5)
Other financial debts	1,2	-	0,1	(1,0)
Other financial debts, under sale-and-leaseback contracts	-	-	3,4	(0,6)
Non-recourse factoring that does not qualify for derecognition	-	-	8,2	(8,2)
Accrued interest not yet due - Bank overdrafts	0,0	0,0	-	(0,0)
Lease liabilities	17,1	8,3	42,6	(9,0)
Non-current borrowings	646,7	320,2	245,9	(285,8)
o/w Non-current Borrowings	634,6
o/w Current Borrowings	12,1

in €m	Accrued interests	Amortization	Exchange rate changes	31 December 2022
Bank borrow ings	44,4	6,0	-	915,2
Loan facility Continental Bakeries - Predecessor	-	-	-	-
Other financial debts	0,0	-	-	0,4
Other financial debts, under sale-and-leaseback contracts	0,0	-	-	2,8
Non-recourse factoring that does not qualify for derecognition	-	-	-	-
Accrued interest not yet due - Bank overdrafts	-	-	-	0,0
Lease liabilities	-	-	(0,3)	58,7
Non-current borrowings	44,5	6,0	(0,3)	977,1
o/w Non-current Borrowings				951,7
o/w Current Borrowings				25,3

Other financial debts

The Group has a local bank (amortising) loan remaining facility in Belgium for a total of €0.1m at 31 December 2023. The current part amounts to €0.04m and the non-current part to €0.04m.

Other financial debts, under sale-and-leaseback contracts

The Group has outstanding sale-and-leaseback contracts in the Netherlands, Belgium, Germany, and Portugal.

In accordance with IFRS 16 and IFRS 9, the Group recorded the cash received under such contracts as financial liabilities. Financial debts under sale-and-leaseback contracts amounts to €21.4m as at 31 December 2023, of which €2.1m of current liabilities and €19.2m of non-current liabilities.

Lease liabilities

In accordance with IFRS 16, the Group recorded lease liabilities for an amount of €62.4m at 31 December 2023, of which €9.3m of current liabilities and €53.1m of non-current liabilities.

Non-current borrowings

The Transaction constituted a change of control in 2020 under the terms of (i) the bond issues concluded by Biscuit International S.A.S. on 28 July 2017, 15 March 2018, and 5 June 2018, and (ii) the Senior Facilities Agreement concluded by Biscuit Holding S.A.S. on 28 July 2016 and amended on 15 December 2017, 3 July 2018, and 5 June 2019.

This change of control resulted in all bonds and sums loaned to become due and repayable in principal and interest as at 14 February 2020, and the credit lines granted were terminated and all corresponding financial securities were released.

The facilities of the Group consist of:

―

A Senior Facilities Agreement comprising

•	A term-loan B for €695m (out of which €490m were drawn in full on the Acquisition Date (by Biscuit Holding SAS for €289m and by its wholly owned Dutch subsidiary De Banketgroep Holding International BV for €201m) and an incremental facility of €205m drawn in full on 22 March 2022) and repayable in full on 14 February 2027; this loan has a EURIBOR + 4.0% annual interest rate;
•	A committed revolving credit facility ("RCF") of €85m, available until 14 August 2026. On 23 April 2021 €38.8m were drawn in relation to the acquisition of Dan Cake (Portugal) and were repaid on 22 March 2022. At 31 December 2023, €32.0m have been drawn from this line. At 31 December 2023, undrawn €7.2m are used as bank guarantees.

―

A Second Lien Facility Agreement with a total loan of €150m (out of which €110m drawn in full on the Acquisition Date and an incremental facility of €40m drawn in full on 22 March 2022) and repayable in full on 14 February 2028; this loan has a EURIBOR + 8.63% annual interest rate.

―

An overpayment of €0.4m on capital increase of €80.0m repayable in full on 14 February 2027 including interests; this overpayment has a 13% annual interest rate.

The former financial facilities of Continental Bakeries were repaid in full (in principal, interest and breakup costs) on the acquisition date (except for a 2010 loan (amortisable until 2025) for an outstanding balance of €0.1m and the lease liabilities described above).

Debt issuance costs

Debt issuance costs in relation to the Senior Facilities and Second Lien Facility amount to €41.8m (gross), including €23.5m drawn in 2020 and €17.1m for the incremental facilities drawn in March 2022, are amortised over the durations of the facilities.

Debt issuance costs in relation to the sale-and-leaseback of Dan Cake amount to €1.2m and are amortised over the duration of the contract.

Financial covenants

The First and Second Lien term loans do not have any financial covenants.

The sole springing financial covenant is in connection with the RCF and requires testing at each quarter-end only in the event the RCF (net of the cash at bank) is drawn over 50%, and which then requires the Consolidated First Lien Net Leverage Ratio (i.e. the ratio of Consolidated First Lien Secured Debt to Consolidated EBITDA) not to exceed 8.5x.

There is no testing required at 31 December 2023.

Gross and net debt

The Group's net debt is presented in the table below:

€m	31 December 2023	31 December 2022
Facility B - First Lien Secured Debt	(695,0)	(695,0)
Second Lien	(150,0)	(150,0)
Loan Facilities	(845,0)	(845,0)
Overpayment on capital increase	(0,4)	-
Revolving Credit Facility	(32,0)	(84,0)
First and Second Lien and Revolving Credit Accrued interests	(20,2)	(15,5)
Current debt and other non-current	(0,1)	(0,4)
Other financial debt, under sale-and-leaseback contracts	(21,4)	(2,8)
Other Bank Debt	(74,1)	(102,7)
Total Financial Debt	(919,1)	(947,7)
Cash and cash equivalent	81,1	64,3
IFRS 16 - Lease liability adjustment	(62,4)	(58,7)
IFRS 9 - Debt Issuance Costs adjustment	24,0	29,3
Net Financial Debt	(876,4)	(912,7)

25. Provisions

Provisions amounted to €1.8m at 31 December 2023 and mainly related to provisions for restructuring and taxrelated risks.

in €m	1 January 2023	Allocations for the fiscal year	Use of provision	Reversal of provision	Exchange rate changes	31 December 2023
Provisions for risks	1,4	-	(0,7)	(0,3)	-	0,4
Provisions for restructuring	3,4	0,7	(2,8)	-	-	1,3
Provisions	4,8	0,7	(3,5)	(0,3)	-	1,8
o/w Non-current provisions	0,1					0,1
o/w Current provisions	4,7					1,7

in €m	1 January 2022	Continental Bakeries acquisition	Allocations for the fiscal year	Use of provision	Reversal of provision	Exchange rate changes	31 December 2022
Provisions for risks	0,1	0,6	0,7	-	-	-	1,4
Provisions for restructuring	4,8	8,1	0,9	(8,6)	(1,9)	-	3,4
Provisions	4,9	8,8	1,6	(8,6)	(1,9)	-	4,8
o/w Non-current provisions	0,1						0,1
o/w Current provisions	4,8						4,7

The Aire-sur-l'adour factory (in the southwest of France) was closed at the end of January 2022 in accordance with the announcement made to the relevant Works Council on 10 September 2021. Approximately 50 FTE were concerned. Another project aiming at reorganizing sales, supply and admin back offices in France was also presented on the same day; approximately 30 FTE could be impacted in the next 3 years. €0.3m incremental provision was accrued in the period. The remaining provisions amount to €0.7m at 31 December 2023.

In the Netherlands, following the acquisition of Continental Bakeries, a new organization was announced and presented to the relevant Works Council on 22 September 2022. Approximately 25 FTE are concerned. €0.2m incremental provision was accrued in the period. The related provision for restructuring amounts to €0.4m at 31 December 2023.

An additional social plan has been announced in November 2023. 4 people are concerned. A provision for restructuring was accrued for an amount of €0.2m.

In addition, other liabilities related to social and tax risks amount to €0.4m at 31 December 2023.

During the year-ended 2023, restructuring expenses were spent as part of French and Dutch projects presented above (€2.8m).

26. Employee benefit obligations

Long-term commitments relating to long-service awards (in France and to some extent in the Netherlands) as well as lump-sum indemnities due upon retirement (in France) are defined benefits obligations and recognised as liabilities in the statement of financial position.

The corresponding amounts recognised in the balance sheet as of 31 December 2023 and 31 December 2022 are as follows:

	31 December 2023			31 December 2022
in €m	Current	Non-current	Total	Current	Non-current	Total
Defined pension benefits	0,1	7,4	7,5	0,1	8,1	8,2
Jubilee premiums	0,0	0,7	0,7	0,0	0,7	0,7
Total employee benefit obligations	0,1	8,1	8,2	0,1	8,8	8,9

Changes in the defined benefits obligations and fair value of plan assets are presented below:

in €m	Defined benefit obligation	Fair value of plan asset	Total
1 January 2023	9,1	(0,1)	8,9
Service cost	(1,2)	-	(1,2)
Net interest expense	0,2	(0,0)	0,2
Total amount recognised in profit or loss	(1,0)	(0,0)	(1,0)
Return on plan assets, excluding amounts included in net interest expense	(0,0)	-	(0,0)
Actuarial changes arising from changes in demographic assumptions	(0,1)	-	(0,1)
Actuarial changes arising from changes in financial assumptions	0,2	-	0,2
Experience adjustments	0,4	-	0,4
Total amount recognised in other comprehensive income	0,4	-	0,4
Contributions by employers	-	-	-
Benefits paid	(0,3)	0,0	(0,2)
31 December 2023	8,3	(0,1)	8,2

in €m	Defined benefit obligation	Fair value of plan asset	Total
1 January 2022	7,2	(0,2)	7,0
Continental Bakeries acquisition	3,2	--	3,2
Service cost	0,3	-	0,3
Net interest expense	0,1	(0,0)	0,1
Total amount recognised in profit or loss	0,3	(0,0)	0,3
Return on plan assets, excluding amounts included in net interest expense	-	(0,0)	(0,0)
Actuarial changes arising from changes in demographic assumptions	0,0	-	0,0
Actuarial changes arising from changes in financial assumptions	(1,5)	-	(1,5)
Experience adjustments	(0,0)	-	(0,0)
Total amount recognised in other comprehensive income	(1,5)	(0,0)	(1,5)
Contributions by employers	-	-	-
Benefits paid	(0,2)	0,0	(0,1)
31 December 2022	9,1	(0,1)	8,9

The liability recognised in the statement of financial position in respect of defined benefit plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

The main assumptions used for the valuation of retirement benefits in France were:

	France
	31 December 2023	31 December 2022
Discount rate	3,20%	3,75%
Long-term inflation rate	2,10%	2,20%
Assumption of wage growth rates	2,75%	2,75%
Mortality table	INSEE TD / TV17-19	INSEE TD / TV16-18

The sensitivity of the defined benefit obligation to changes in significant assumptions is presented below:

in €m	Impact on defined benefit obligation
	2023	2022
Discount rate:
0,5% decrease	0,2	0,3
0,5% increase	(0,2)	(0,3)
Future salary:
0,5% decrease	(0,2)	(0,3)
0,5% increase	0,2	0,3
Index rate:
0,5% decrease	(0,0)	(0,0)
0,5% increase	0,0	0,0

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. Pension schemes in the countries in which the Group operates are administered through such defined contributions schemes. Accordingly, there are no liability recognised in the statement of financial position nor contingent liabilities in this respect.

As an exception to the above, Continental Bakeries operated a former defined-benefits pensions scheme in the Netherlands which was closed in 2019. The beneficiaries have stopped accruing new benefits since that date. The present value of the future liability which will be settled through annual compulsory cash contribution to this scheme amounts to €2.8m which are accrued at 31 December 2023.

27. Trade and other payables

Set out below is the detail for trade payables, current tax payables and other current liabilities at 31 December 2023 and 31 December 2022.

Maturity of liabilities is less than 12 months after the closing date.

in €m	31 December 2023	31 December 2022
Trade payables	106,3	164,5
Taxes on profits payables	3,7	1,5
Other tax liabilities	0,2	0,6
Current tax payables	4,0	2,1
Employee benefit expenses and social security	48,3	41,4
Other current liabilities	7,2	10,8
Clients - Advances and prepayments received	0,1	0,1
Accrued charges and deferred income	2,3	1,0
Debts from the acquisition of assets - current	2,9	3,9
Other current liabilities	60,7	57,2
Trade & other payables	171,0	223,8

28. Share-based payments

A Management Incentive Plan was implemented on the Acquisition Date as part of the Transaction. Under the plan, free shares of Biscuit International S.A.S. are issued by PE Cookie Holding III Ltd to a number of eligible employees.

The fair value of the free shares granted has been independently assessed by an independent appraising firm to amount to €3.8m on the grant date. The valuation is based, in particular, on the share price on the grant date, taking into account the absence of dividends during the vesting period. This value has been recognised in the accounts over the vesting period of 5 years, starting 14 February 2020 i.e. for an amount of €0.7m in 2020, €0.8m in the year ended 31 December 2021, €0.8m in the year ended 31 December 2022 and €0.8m in the year ended 31 December 2023.

This non-cash expense is presented in other operating expenses in the statement of profit and loss.

In the twelve-month period ended 31 December 2023, new shares were granted freely to some employees. The fair value of these free shares granted has been independently assessed by an appraising firm to amount to less than €0.2m on the grant date. No value is recognized in the accounts.

29. Financial Risk Management

The Group is exposed notably to the following risks. The Group's senior management oversees the management of these risks and its Président reviews and agrees policies for managing each of these risks.

Product liability risks

The production, packaging and sale of food products may give rise to product liability risks. The Group applies the highest product safety standards to the entire production and distribution process, from purchase of raw materials through the distribution of the final product, supported and guaranteed by structured procedures and internal and external quality audits.

Raw material and packaging costs

The risk of negative consequences of fluctuations in raw material prices on the results is mitigated by forward purchase commitments and increase of prices to retailers.

Foreign currency

Most of the Group's operational activities (mainly sales and purchases) are made in euros, which is the reporting currency. The main foreign currency operational transactions take place in GBP, USD, PLN and SEK.

The main foreign exchange transactions risk relates to USD. During the year 2023 this risk was covered with exchange rate forward contracts. At 31 December 2023 all these contracts were settled.

No other financial instruments are used within the Group.

Interests rate risk

The Group's main interest rate risk arise from long-term borrowings which have a EURIBOR component. No interest rate swaps instruments are used by the Group.

in €m		Impact on profit before tax 2023
EURIBOR Interest rate decrease	-25 bps	1,6
EURIBOR Interest rate increase	+25 bps	(1,6)

Liquidity risk

The Group is not facing any liquidity risk given its economic performance, its financial management and its current cash and liquidities.

The maturity of financial liabilities is presented as follow:

	CURRENT	NON CURRENT
in €m	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	More than 5 years	Total
Trade and other payables	171,0	-	-	-	171,0
Lease liabilities	10,5	9,3	21,5	27,7	69,0
Senior loans facilities	20,2	-	877,4	-	897,6
Other debts from credit institutions	0,0	0,0	-	-	0,1
Other financial debt, under sale-and-leaseback contracts	2,4	2,4	5,4	15,0	25,1
Total at 31 December 2023	204,2	11,7	904,3	42,7	1.162,9

The above table is based on contractual undiscounted payments.

The Company has an available commitment of €85.0m on the Revolving Credit Facility at 31 December 2023 out of which €32.0m are drawn at that date.

Credit risk

The Group's customer portfolio consists of major accounts in the distribution sector with sufficient creditworthiness to ensure the collection of trade receivables. No customer represents more than 15% Group revenue and the first 10 customers combined represent 60% of Group revenue.

The Group have various credit insurance in place and have credit management teams monitoring credit exposure.

Ageing of receivables is as follows at 31 December 2023:

At 31 December 2023

%	Current	< 30 days	30 - 60 days	60 - 90 days	> 90 days
Net trade receivables	76%	16%	2%	0%	6%

Set out below is the movement in the depreciation of client deposits and related accounts between 31 December 2022 and 31 December 2023:

in €m	2023	2022
At 1 January	(2,7)	(0,4)
Increase through Business Combination	-	(1,7)
Allocations for the fiscal year	(2,5)	(1,9)
Reversal	0,3	1,3
Exchange differences	(0,1)	0,0
At 31 December	(5,0)	(2,7)

30. Auditors' services to the Group

During the year, auditors were appointed for following services: audit of parent company and consolidated financial statements and audit of the financial statements of the Group's subsidiaries.

No other services were provided by Group auditors.

in €m	2023	2022
Audit fees for the Group audit	0,1	0,1
Audit fees for subsidiaries	0,9	0,8
Audit fees	1,0	0,9
Other audit-related fees	0,9	0,2
Tax fees	0,5	-
Group's auditor fees for additional services rendered	1,4	0,2

Audit fees relate to annual audit reviews. Quarter audit reviews fees are including in "Other audit-related fees".

31. Commitments and contingencies

Set out below is detail of off-balance sheet commitments and contingencies as at 31 December 2023:

Raw material purchase commitment

The Group has contracted to acquire certain volumes of raw material at agreed prices on a recurring basis. These commitments amounted to about €62m as at 31 December 2023.

Guarantees given

The shares of the following companies are pledged in accordance with the Senior Facilities Agreement: Cookie Intermediate Holding II SAS, Biscuit Holding SAS, Biscuit Poult SAS, Biscuiterie Fouesnantaise SAS, Biscuits Panier SAS, De Banketgroep Holding International BV, Bakkerij Bol BV, De Aviateur Banketbakkerijen BV, De Banketgroep BV, De Banketgroep Beheer BV, Wafel Janssen BV, Biscuit International UK Limited , Arluy SLU, Biscuit International (Iberica) SLU, Continental Bakeries Deutschland GmbH, Continental Bakeries Holding & Service GmbH & Co. KG, Continental Bakeries North Europe AB and Continental Bakeries Sweden Holding AB.

32. Significant events after the reporting date

None.

Biscuit International Germany GmbH