Bioera, Consob certifies the non-conformity of the 2022 financial statements

Consob, after an investigative activity that in November had led to highlighting "critical issues" on the 2022 consolidated financial statements and the half-yearly financial report as at 30 June 2023 of Bioera , has certified the "non-compliance" of the 2022 consolidated financial statements due to non-compliance with various international accounting standards. This was announced by the same company, listed on the Milan Stock Exchange, specifying in a statement that Consob in particular "contested the legitimacy of the deconsolidation of the stake held by Bioera in the Ki Group as of January 2021, carried out following the sale by Bioera of 89.9% of Umbria". The regulator "highlighted how the sale of the controlling interest in Umbria did not therefore entail any substantial change in the control in Bioera, with the consequence that Umbria, Ki and Verde Bio should not have been excluded from the consolidation perimeter of the Bioera Group," the company added. "In Consob's opinion, the facts and circumstances that emerged during the course of the preliminary investigation have therefore certified the non-compliance" of the 2022 consolidated financial statements due to non-compliance with several international accounting standards, Bioera adds. The stock on the stock exchange has lost another 22% since the start of the year, after the difficulties experienced in 2023, trading at EUR 0.039. The deconsolidation of the shareholding in Ki Group was based on the "entry into force of a shareholders' agreement between Umbria and Immobiliare Dani srl under which both parties were required to vote in accordance with the instructions formulated by Umbria," Bioera's note adds. In particular, the supervisory authority "has highlighted how, despite the transfer of the controlling stake in Umbria to a third party, Bioera would never actually have lost control of Umbria and therefore of Ki, as it would have uninterruptedly maintained the ability to influence the management of Umbria, through the actions of a Bioera director who would have played the role of de facto director of Umbria, thus configuring a hypothesis of de facto control under IFRS 10," adds the listed company. Starting with the co-option of Giuseppe Farchione and Giorgio Campeggio, the company's chairman and CEO respectively, "Bioera's new board of directors deemed it appropriate and necessary to share the preliminary findings contained in the supervisory authority's communication of 28 November 2023 and, in order to acknowledge the above-mentioned indications" and "proceeded to disclose to the market Bioera's consolidated balance sheet and income statement as at 31 December 2022 and 30 June 2023, prepared on a pro forma basis, assuming that Umbria (and consequently Ki and Verde Bio) never left the consolidation scope. "With reference to such data, it should be noted that the company carried out an a posteriori reconstruction of the accounting data, as it did not have full access to the accounts of Ki (moreover, in the meantime, subject to a judgment of judicial liquidation issued by the Court of Milan on 9 January 2024) and Verde Bio," Bioera concluded.

At the end of December, the auditing firm Rsm had issued its Report stating that it was unable to express an opinion on the Group's condensed interim consolidated financial statements for the period ended 30 June 2023 in view of the following aspects impairment of the auditor's independence, as a result of the non-payment of fees relating to the services rendered; use of the going concern assumption, in relation to which the auditing firm asserts that it has not acquired sufficient and appropriate evidence on which to base its opinion; (valuation of the equity investment in Splendor Investments Sa, in relation to which the auditors believe insufficient and appropriate evidence was provided to support the carrying value; valuation of receivables from Verde Bio srl - Italian Organic Bakery, in relation to which the auditors believe insufficient and appropriate evidence was provided to support their recoverability.