ANNUAL
REPORT
2024
Prada store
Galleria Vittorio Emanuele II
Milano
Prada store
Dallas NorthPark Center
1
The Prada Group
Financial Review
Directors and
Senior Management
Directors' Report
Corporate
Governance
Consolidated
Financial Statements
Prada S.p.A. Separate
Financial Statements
Notes to the
Consolidated Financial
Statements
Independent
Auditor's Reports
2
3
4
5
6
7
8
9
10
2024 Overview
CHAPTER 1
2024 Overview
7
2024 Overview
Message to the Stakeholders
2024 marks another year of progress for the Prada Group and we
are pleased with the results delivered in a world where geopolitical
instability is the new normal.
Despite the challenging sector dynamics, we have continued to generate
above market growth and improved profitability, further validating our
strategy and execution.
These results underscore the strength of our brands, which draws on a
relentless focus on quality and innovation, together with the industrial
know-how that we continue to enrich and pass on to young generations
thanks to the work of the Prada Group Academy.
Our manufacturing platform, rooted on vertical integration and
longstanding relationships with suppliers and partners, continue to be
a differentiator in an ever-evolving sector that demands quality, agility
and efficiency.
The innovative mindset and the ability to read contemporaneity are
further distinctive elements that nurture the creative dynamism
characterising our products and strategic vision.
The strong link with culture and the desire to broaden boundaries have
always animated the spirit of the Group. I think, for instance, to Prada
Rong Zhai, the historical villa from 1918 at the heart of Shanghai,
which we restored and renovated blending our aesthetics with the
extraordinary heritage of the Chinese culture: today the building hosts a
multidisciplinary venue which will soon be enriched by new experiences
for the public.
We could go on mentioning Luna Rossa’s participation to the 37th
America’s Cup, which resulted in the victory of the Women and Youth
teams, and the design of the new NASA spacesuit in partnership with
Axiom Space.
Finally, I would like to thank our people for the results achieved this
year; looking forward, we remain confident in the Group’s ability to
continue to grow and evolve, drawing on our values, with discipline and
rigour, and fostering the talents within our organisation.
Patrizio Bertelli
Chairman of the Board
and Executive Director
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We farewell 2024 delivering a set of
solid results. Our brands continue to
carve the cultural landscape creating
an ever-evolving language to interpret
contemporaneity: this ability to read the
spirit of the time will be key to our
long-term growth journey.
Looking ahead, while recognising the
sector dynamics remain complex,
we continue to see opportunities for our
brands and are more committed than
ever to execute our strategy.
Message from the CEO
9
2024 Overview
We are pleased to report a set of solid results which
are a testament to the strength of our strategy and
represent another step forward in the journey we have
laid out for our Group and its brands. The
macroeconomic environment has been challenging
and the sector dynamics have certainly become more
complex, but our brands have demonstrated resilience
thanks to their dynamic creativity and polyhedric soul.
With 2024 we achieved four consecutive years of
double-digit growth, with net revenues up 17% to
reach Euro 5.4 billion. Underlying this result was a
very healthy performance of the Retail channel, up
18% yoy driven by full price volumes.
Prada confirmed its positive growth trajectory and
Miu Miu gained a whole new level of visibility and
scale.
In a context of ongoing investments behind the
brands, we delivered further margin expansion with
EBIT margin reaching 23.6%.
Steadfast progress was also made in the strategic
investment plan, as we deployed close to Euro 500
million: retail, industrial initiatives and technology will
continue to be instrumental to the growth of
tomorrow. Finally, we closed the year with a healthy
balance sheet with a net cash position of Euro 600
million.
We live in times where borders are blurring and
brands must embrace multidisciplinary conversations,
bringing to the table an ever-evolving language to
interpret contemporaneity. This ability to read the
spirit of the time is essential, and Prada and Miu Miu
have continued to carve the cultural landscape
building up their own universe in the way they engage
with customers. Through immersive events, exclusive
experiences and a further improved retail network, we
have provided our brands with powerful dimensions to
express their distinctive identities and connect with
their communities.
While we are proud of what has been achieved so far,
we recognise this is the time to work even harder to
capitalise on the efforts of the past years, fostering
desirability with a long-term mindset and raising the
bar higher on retail execution, striving for excellence.
In parallel, we shall continue to elevate our retail
network and to strengthen our industrial
infrastructure, building on years of investments and
know-how, and reinforcing the foundations for our
journey.
We are aware that the sector headwinds are likely to
persist, at least for a little longer. Nonetheless, we
continue to see opportunities for our brands, and we
are more committed than ever to our execution and
strategic vision, always keeping in mind our primary
and most important objective: creating products
worth dreaming on, longing for, falling in love with.
Andrea Guerra
Chief Executive Officer
and Executive Director
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5
14,876
26
brands
employees
factories
(of which 23 in Italy)
Key business figures
2024 Overview
Euro 5.4 bn
Euro 4.8 bn
Euro 839 m
Euro 1,213 m
Euro 600 m
Euro 1,280 m
Revenues
Retail sales
Group net income
Net operating cash flow
Net financial position
EBIT
+17%
+18%
+25%
23.6% +21%
Growth at constant exchange rates
Growth at constant exchange rates
Growth at current exchange rates
EBIT margin
Growth at current exchange rates
6
15,216
26
brands
employees
factories
(of which 23 in Italy)
Key business figures
197
Europe
93
Americas
215
Asia Pacific
24
Middle East
80
Japan
Retail footprint: 609 Directly Operated Stores worldwide
Net revenues by channel
Retail sales by geography
2%
Royalties
9%
Wholesale
89%
Retail
Retail sales by brand
1%
Church’s
1%
Others
Miu Miu
Prada
25%
73%
Middle East
Japan
Americas
APAC
Europe
5%
14%
17%
33%
32%
CHAPTER 2
The Prada Group
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The Prada Group
Who we are
The Prada Group is a global leader in the luxury industry and a pioneer in its
unconventional dialogue with contemporary society across diverse cultural
spheres.
Home to prestigious brands as Prada, Miu Miu, Church’s, Car Shoe,
Marchesi 1824 and Luna Rossa, the Group remains committed to enhancing
their value by increasing their visibility and desirability over time.
Promoting creativity and sustainable growth, the Group offers its brands a
shared vision that gives each of them the opportunity to stand out and
express their essence.
With 26 owned factories and over 15,200 employees, the Group designs
and produces ready-to-wear, leather goods, footwear and jewellery
collections, and distributes its products in more than 70 countries, through
609 Directly Operated Stores (DOS), e-commerce channels and selected
e-tailers and department stores.
Prada Group also operates in the eyewear and beauty sectors through
licensing agreements with industry leaders.
Prada S.p.A. is listed on the Hong Kong Stock Exchange as 1913.
The Group's Purpose and Values
"Thorough observation and curiosity for the world
around us have always been at the heart of the
creativity and modernity of the Prada Group.
In society, and thus in fashion, which is somehow
a reflection of it, the only constant is change.
The transformation and innovation of references,
at the core of any evolution, lead us to interact with
different cultural disciplines, at times apparently far
from our own, allowing us to capture and anticipate
the spirit of the times.
Today this is no longer enough: we must be the
Drivers of Change, with the flexibility required to
translate the demands of the market and society
into tangible actions that inform our way of doing
business."
Miuccia Prada and Patrizio Bertelli
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The Prada Group
Prada Group’s Purpose is to be a Driver of Change, for PLANET, PEOPLE and CULTURE.
Company Values:
1. Re-think the rules: Synonymous with innovation,
transformation and independence, the Prada Group
provides its brands with a shared vision. Fearlessly
challenging norms and perceptions, the Group embraces
contradictions.
2. Innovative tradition: Rooted in over a century of
history, the Group is propelled by a unique spirit of
research and innovation. Prada’s heritage combines with
unrivalled production know-how and expertise.
3. Spirit of excellence: Prada Group’s people are
constantly seeking perfection, pursuing excellence by
refining and surpassing previous achievements.
4. Uniqueness of talents: Passion, curiosity, attention
to detail and expertise are the distinctive qualities
of everyone working at Prada. An inclusive work
environment encourages cooperation, intellectual vitality
and the ability to interpret the evolving nature of society.
5. Beyond boundaries: Drawing inspiration from art,
philosophy, and cinema, the Group establishes bold
connections that broaden perspectives and enable the
emergence of unexpected ideas and solutions.
6. Sustainable paths: Sustainability is at the core of
the Group’s corporate strategy, with a value creation
model that operates in harmony with places and with
people and which enables the Group to contribute to
contemporary societal and cultural debates.
Prada fashion show
S/S 2025
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1919
Prada obtained the title of Official
Supplier to the Italian Royal Family;
since then, Prada has been able to
display the House of Savoy coat of
arms and knotted rope design in its
trademark logo.
1913
1983
1977
Prada Group History
Fratelli Prada was founded in Milan
by Mario Prada. Renowned for its
use of premium materials and
sophisticated craftsmanship, the
Company swiftly gained popularity
across Europe and soon opened a
store in Milan's Galleria Vittorio
Emanuele II.
1975
Mario Prada’s granddaughter,
Miuccia Prada, began her
collaboration with the entrepreneur
Patrizio Bertelli, founder of his own
leather goods company.
Prada opened a second store in
Milan, showcasing the brand’s new
image, a concept dominated by a
special shade of light green, which
became known as ‘Prada green’.
Green stores soon followed in New
York, Madrid, London, Paris and
Tokyo.
Patrizio Bertelli founded IPI S.p.A.
to concentrate the production
resources built up over previous
years of business in the leather
goods industry. In the same year,
IPI S.p.A. obtained a license from
Miuccia Prada for the exclusive
production and distribution of Prada
brand leather goods. In the following
years, the two family businesses
gradually merged into a single
Group.
1979
In response to demand, the Prada
leather goods range was expanded
to include the first women’s
footwear collection.
1988
Prada’s first women’s clothing
collection was launched in Milan.
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The Prada Group
2003
2006
Prada entered into a licensing
agreement with Luxottica, the
world’s leading eyewear company,
which currently produces and
distributes Prada and Miu Miu
eyewear.
Miu Miu landed in Paris Fashion
Week with Fall Winter 2006
collection after travelling the world
and and presenting its collections in
New York, London and Milan.
1993
1999
2001
1997
Prada made its debut in menswear
and Miu Miu is founded as an
experimental, alternative expression
of Miuccia Prada personal vision.
Miuccia Prada and Patrizio Bertelli
founded ‘Fondazione Prada’.
The Prada Group acquired the
classic English footwear brand
Church’s, founded in 1873 and a
symbol of British handcraft tradition
and sophisticated elegance.
The first Prada Epicenter store,
designed by Rem Koolhaas, was
opened in New York. This was the
first of a series of stores created to
redefine the concept of shopping.
A second Epicenter store was
inaugurated in Aoyama, Tokyo,
followed by a third one on Rodeo
Drive, Beverly Hills. In the same
year, Prada also acquired Car Shoe,
the classic Italian footwear brand,
founded in 1963 and known for its
iconic driving loafers.
The Prada Challenge sailing team
was founded to compete for the
2000 America’s Cup, and Prada
launched its Linea Rossa activewear
collection.
2007
The launch of the Prada phone by
LG, the world’s first touchscreen
mobile phone. The LG/Prada
partnership achieved further
success with new models in 2008
and 2011.
2011
Prada S.p.A. was successfully listed
on the Hong Kong Stock Exchange.
2000
Prada’s Luna Rossa sailing team won
the Challenger Selection Series of
the America’s Cup in Auckland, New
Zealand.
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2020
2021
2022
Raf Simons joined Miuccia Prada as
co-creative director of the Prada
design office and the italian Custom
Agency recognized Prada S.p.A. as
an Authorized Economic Operator
("AEO full").
Prada’s Luna Rossa sailing team won
the America’s Cup Challenger
Selection Series – Prada Cup - for
the second time. The Group
founded the Aura Blockchain
Consortium with LVMH and Cartier.
Andrea Guerra was announced as
the new Group CEO.
A new Group-wide Code of Ethics
and Human Rights Policy was
implemented and Prada launched
Eternal Gold, the first jewellery
collection made of 100% recycled
gold.
2019
The Prada Group announced the
adoption of a fur free policy for all
its brands, joined The Fashion Pact,
and set up its Diversity & Inclusion
Advisory Council, as well as
launching the first collection made
of recycled nylon, Prada Re-Nylon.
2018
Prada officially unveiled its factory
in Valvigna, designed by Guido
Canali, architect of the Group’s
pioneering ‘garden factories’ and
extended its fashion season to
present pre-collections in Paris and
in New York.
2015
2017
The Prada Group introduced the
first Miu Miu fragrance in
partnership with the multinational
beauty company Coty and opened
its second Marchesi 1824 location in
Milan, having acquired the historic
Milanese patisserie the year before.
Prada S.p.A. was admitted to the
Cooperative Compliance regime
with the Italian tax authorities,
introduced by Italian Law Decree
128/2015.
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The Prada Group
2023
Following on from its innovative
single-dose skincare in 2000, in
2023 Prada reaffirmed its presence
in the beauty sector with a new line
of make-up and skincare.
The first Prada Caffè opens in
London.
2024
Miu Miu and L’Oreal signed a
worldwide licence agreement for
luxury beauty products.
The Group continued to strengthen
its manufacturing capabilities,
unveiling a new knitwear factory in
Torgiano (Umbria).
Prada presented the new lunar
spacesuits designed in partnership
with Axiom Space for NASA’s
Artemis III mission.
Luna Rossa Prada Pirelli battled for
the 37th America's Cup and won the
competitions reserved to the Youth
and the Women's sailing teams.
Lunar spacesuits
Prada | Axiom Space
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The Group's Brands
The Prada Group constantly works to enhance the value of its brands,
fostering their visibility and desirability.
Prada
Since 1913, Prada has been synonymous with cutting-edge style. Its
intellectual universe combines concept, structure and image through codes
that go beyond trends.
Its fashion transcends products, translating conceptuality into a universe
that has become a benchmark to those who dare to challenge conventions.
With its collections, today Prada embodies and spreads the vision and
intellectual curiosity of co-creative directors Miuccia Prada and Raf Simons.
Miu Miu
Miu Miu is founded in 1993 as an experimental, alternative and subversive
expression of Miuccia Prada’s singular vision.
The designer’s distinctive interpretation and decoding of the world today,
her understanding of culture and the depth of her research, are the brand’s
driving force.
Miu Miu is immediate, instinctive and irreverent. With a light but always
sophisticated touch, Miu Miu leads fashion, representing the courage to
take risks and a razor-sharp instinct to respond to shifts in contemporary
fashion and culture.
Church’s
Church’s handcrafted shoes represent timeless elegance and artisanal
quality. With a history dating back to 1617, Church’s combines the finest
leather and superb craftsmanship with impeccable English style, redefining
contemporary luxury by centuries-old tradition.
Car Shoe
Since 1963, Car Shoe has been known for its iconic loafers with rubber
studs and deconstructed soles. Stemming from a passion for race cars and
fine handmade shoes, this timeless accessory has become part of the
common imagery of travel and motors.
Marchesi 1824
Pasticceria Marchesi, a Milanese icon since 1824, is renowned for its
elegant ambience, its impeccable service and exceptional patisserie.
Locations include the historic Via Santa Maria alla Porta, Via Monte
Napoleone, Galleria Vittorio Emanuele II in Milan, and a store in London’s
Mayfair.
Luna Rossa
Luna Rossa is the Italian sailing team that has competed in six America's Cup,
starting in 2000. Going beyond the definition of team, Luna Rossa represents
the highest expression of sportsmanship and technological innovation whose
project, throughout the years, has won the hearts of Italians and of all sailing
enthusiasts around the world.
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The Prada Group
Advertising campaign
Miu Miu Holiday 2024
STYLE & DESIGN
AND PRODUCT
DEVELOPMENT
COLLECTION
OF ORDERS
PRODUCTION
SOURCING
DISTRIBUTION
Fashion Shows
Showroom Presentation
Sales Campaign
Quality Control
Worker Safety
Direct Distribution
91%
Indirect Distribution
9%
Business model
The success of the Prada Group’s brands is based on a business model that
combines skilled heritage craftsmanship with innovative industrial
manufacturing processes. This enables the Group to translate new ideas into
successful products, while retaining flexibility and control over know-how,
quality and sustainability standards, as well as production.
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The Prada Group
Creativity
Miuccia Prada’s intellectual curiosity, her constant pursuit of new ideas, and
her unique understanding and interpretation of culture and society underpin
the Prada Group’s creative process. Her singular vision has made it possible
to establish a genuine design culture, based on method and discipline, which
guides everyone who contributes to the Group’s creative development.
The appointment in 2020 of Raf Simons alongside Miuccia Prada as Creative
Co-Director of the Prada brand produced a new creative dynamic,
reiterating the importance and power of dialogue and cooperation.
Constant experimentation and idea-sharing are the essential components of
the design process. The time spent at the drawing board, in the testing room
and on research and development, is fundamental to creating each
collection.
The Prada Group’s creative spirit continues to attract talented people from
all over the world.
Raw materials and production process
The Group’s manufacturing approach is built on two pillars: continuous
innovation, which advances skills and expertise, and a deep commitment to
craftsmanship, vital for the production and value of each brand.
The quality of raw materials is fundamental to product excellence. Often,
fabrics and leathers are custom-made for the Group’s brands, meeting strict
technical and style specifications to ensure superior quality.
The Group's products are crafted in 26 owned industrial facilities (23 in Italy,
1 in the UK, 1 in France and 1 in Romania) and by a network of carefully
selected and monitored industrial manufacturers, which are supplied with raw
materials, patterns and prototypes from the Group, allowing close oversight
at every stage of production. This approach is designed to achieve
outstanding workmanship and provide considerable flexibility in production
organization.
Product quality gives the Group a competitive edge, which is reinforced by
continuous research and experimentation with materials and techniques.
Investments along the supply chain and in the workforce also play a crucial
role. A significant number of the Company’s production employees have been
with the Prada Group for many years, ensuring both a high level of expertise
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and deep organizational knowledge. Through the Prada Group Academy, the
Company is committed to passing on its manufacturing techniques and
craftsmanship to future generations, thus preserving the values at the heart of
its corporate heritage.
Distribution
Over the years, the Prada Group has strategically evolved its distribution
network to include 609 DOS in key prestigious international shopping
destinations, enhancing the image of each brand.
These stores do more than just sell products: they act as vital ambassadors,
conveying each brand’s image consistently, clearly and effectively.
Continuously updated, the Group’s extensive network of stores remains a
cornerstone of the Company’s strategy, showcasing new collections and
anchoring the omnichannel approach. E-commerce platforms complement
the physical stores, offering a dynamic and integrated shopping experience.
The Group’s deep interest in architecture is reflected in a number of
revolutionary retail concepts developed with leading architectural firms such
as Rem Koolhaas and Herzog & de Meuron. These unique stores, known as
Epicenters, are located in New York, Los Angeles and Tokyo and also host
cultural debates and events.
In recent years, the Group has selectively streamlined its wholesale channel,
which includes department stores, multi-brand stores, franchisees and
e-tailers, to ensure maximum quality of the partners and a more focused
approach.
Image and communication
It is essential for the Prada Group’s communication to go beyond
commercial objectives and to involve stakeholders in the brands’ ideas and
values. A consistent and strong image, in line with the identity of each
brand, is central to the Group’s strategy. Fashion shows, advertising
campaigns and media coverage are the main platforms for presenting the
brands and for gaining visibility among international audiences and industry
critics.
The Group leverages social networks, brand e-commerce sites, the
corporate website, and digital platforms for direct and immediate
engagement with its audience.
The brands’ innovative and extraordinary special events are another
important communication tool for the Group, enabling direct interaction
with consumers in different local markets.
Moreover, Luna Rossa’s participation in the prestigious America’s Cup since
2000 has significantly increased Prada’s visibility in the international
sporting community, helping to build the brand’s credibility in activewear
and enhancing its technological expertise.
Advertising campaign
Prada Leathergoods
2024
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Sustainability
The Prada Group's strategic choices have always been guided by the desire to
achieve success also for the benefit of all its stakeholders, be they shareholders,
employees, customers or the communities in which the Group operates.
Over time, sustainability has been progressively integrated into the Group’s
business model and operations. Together with a continuous and transparent
dialogue with stakeholders, sustainability has become a key to strengthening
the Group’s identity and competitive edge.
In 2021, the Prada Group developed its sustainability strategy based on
three pillars – Planet, People and Culture – to consolidate its commitment to
these issues and to set medium and long-term goals.
The sustainability landscape is changing rapidly, as are the resulting risks
and opportunities for the business. As such, the sustainability strategy is
evolving, to be improved and updated constantly in order to respond to the
needs and expectations of the Group’s stakeholders and the changing
market conditions in which it operates.
In order to meet current and future challenges and to ensure long-term
sustainable development across the entire value chain, the Prada Group has
also strengthened its ESG governance, in particular by establishing a
Sustainability Committee in early 2022, which plays an active advisory role
and assists the Board of Directors in assessing and making decisions on
sustainability issues.
The Group publishes an annual Sustainability Report that communicates its
progress on its sustainability roadmap. The Sustainability Report is prepared
in accordance with GRI Standards.
Planet
The Planet pillar sets goals for reducing environmental impact, including the
targets approved by the Science-Based Targets initiative (SBTi) for the
reduction of Scope 1, 2 and 3 greenhouse gas emissions, the extensive use
of alternative, low-impact materials for both finished products and
packaging, and a more circular approach to materials used in production
and for other purposes such as shows and events.
People
This pillar includes initiatives to promote and enhance diversity, equality and
inclusion, and to foster an inclusive culture based on respect for each
individual at all levels of the organisation. It also includes a long-term
investment plan to preserve craftsmanship and develop new talent,
positioning the Prada Group as a beacon of excellence for new generations.
Respect for and protection of the Group's employees is another key
element, along with greater monitoring of employee engagement levels to
improve their personal and professional wellbeing.
Prada industrial Headquarter
Valvigna, Terranuova Bracciolini (AR)
by architect Guido Canali
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Culture
The Culture pillar reflects the Group's ongoing commitment to preserving
and sharing Italian and international cultural heritage, as well as supporting
nature and science, and highlights the Group's important ongoing role as an
educator and promoter of new ideas.
Miuccia Prada and Patrizio Bertelli’s passion for art and culture have
inspired the Group to support the multidisciplinary activities of Fondazione
Prada(1) from 1993 to the present. In its first two decades of activity,
Fondazione Prada commissioned utopian projects and monographs in Italy
and abroad to recognized international figures, as well as established and
emerging artists. Since 2002, it has undertaken research studies of subjects
which had previously been unexplored, through conferences of
philosophical nature, exhibitions about architecture and initiatives focused
on cinema. A vast network of collaborations with artists, curators, scientists,
scholars, filmmakers, architects, musicians, and intellectuals, offering an
extensive cultural program within its three Italian venues, two in Milan and
one in Venice, opened respectively in 2015 and 2011, as well as Shanghai,
Tokyo, and New York since 2018, establishes a dialogue with an
international and plural audience. Fondazione Prada fosters participation
and inclusivity by embracing a multiplicity of identities, sensibilities and
paradigms raised by communities and individuals. Particular attention is
paid to youth and their development through a series of projects conceived
for children and students, as well as educational and exhibition activities
created in collaboration with Italian and international schools, universities,
and research centers in the fields of visual arts, science, and humanities.
(1) Fondazione Prada is an external entity of the Prada Group. The collaboration between the two parties is
active in the form of sponsorship.
SEA BEYOND Kindergarten of the Lagoon
Courtesy of IOC UNESCO
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Prada Group Structure
Prada S.p.A.
Milan
HOLDING/MANUFACTURING/DISTRIBUTION
SERVICES/RETAIL
100%
66.7%
100%
60%
100%
100%
40%
43.65%
15%
Artisans Shoes S.r.l.
Montegranaro
PRODUCTION
IPI Logistica S.r.l.
Milan
SERVICES
Tannerie Limoges sas
Isle
PRODUCTION
Hipic Prod Impex S.r.l.
Sibiu
PRODUCTION
Figline S.r.l.
Milan
PRODUCTION
Les Femmes S.r.l.
Porto S. Elpidio
PRODUCTION
Filati Biagioli Modesto
S.r.l.
Montale
PRODUCTION
Conceria Superior S.p.A.
Santa Croce sull’Arno
PRODUCTION
Luigi Fedeli e Figlio S.r.l.
Monza
PRODUCTION
100%
100%
100%
100%
Church & Co ltd
Northampton
MANUFACTURING/
SERVICES
Church Hong Kong
Retail ltd
Hong Kong
DORMANT
Church & Co (Footwear) ltd
Northampton
TRADEMARKS
Church UK Retail ltd
Northampton
UNDER LIQUIDATION
Church Germany gmbh
Münich
UNDER LIQUIDATION
Prada Trading
(Shanghai) Co ltd
Shanghai
DORMANT
Prada Fashion Commerce
(Shanghai) Co ltd
Shanghai
RETAIL
Taipei Branch
Taipei
RETAIL
Prada Dongguan
Trading Co ltd
Dongguan
SERVICES
Prada Macau Co ltd
Macau
Retail
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
60%
Prada Saipan llc
Saipan
RETAIL
Prada Philippines Inc.
Manila
RETAIL
Prada Asia Pacific ltd
Hong Kong
SERVICES/RETAIL
Prada Taiwan ltd
Hong Kong
RETAIL
Prada Australia pty ltd
Sydney
RETAIL
Prada Korea llc
Seoul
RETAIL
Prada Singapore pte ltd
Singapore
RETAIL
Prada Retail
Malaysia sdn bhd
Kuala Lumpur
RETAIL
Prada (Thailand) Co ltd
Bangkok
RETAIL
Prada New Zealand ltd
Wellington
RETAIL
Prada Japan Co ltd
Tokyo
RETAIL
Prada Vietnam Limited
Liability Company
Hanoi
RETAIL
Post Development Corp
New York
REAL ESTATE
Prada Canada Corp
Toronto
DISTRIBUTION/RETAIL
Prada USA Corp
New York
DISTRIBUTION/SERVICES/RETAIl
Prada Guam llc
Guam
RETAIL
Prada Retail Mexico
S. de R.L. de C.V.
Mexico City
RETAIL
Prada Brasil
Importação e Comércio de
Artigos de Luxo ltda
São Paulo
RETAIL
Prada Panama sa
Panama
DORMANT
Prada Retail Aruba nv
Oranjestad
RETAIL
Prada Saint
Barthelemy sarl
Gustavia
RETAIL
100%
100%
100%
100%
100%
100%
100%
100%
100%
Prada USA Cafe Corp
New York
DORMANT
100%
100%
Pelletteria Scandicci S.r.l.
Terranuova B.ni
DORMANT
44.98%
40%
Effepì S.r.l.
Senigallia
PRODUCTION
43
43
The Prada Group
Prada Retail France sas
Paris
RETAIL
Prada Belgium sprl
Brussels
RETAIL
Prada Monte-Carlo sam
Monaco
RETAIL
Prada Austria gmbh
Vienna
RETAIL
Prada Germany gmbh
Munich
RETAIL/SERVICES
Prada Sweden ab
Stockholm
RETAIL
Kenon ltd
London
REAL ESTATE
Prada Czech Republic sro
Prague
RETAIL
Prada Portugal
Unipessoal lda
Lisbon
RETAIL
Prada Switzerland sa
Lugano
RETAIL
Prada Denmark aps
Copenhagen
RETAIL
Prada Bosphorus Deri
Mamüller ltd Sirketi
Istanbul
RETAIL
Prada Netherlands bv
Amsterdam
RETAIL
Prada Spain sl
Madrid
RETAIL
Prada Retail UK ltd
London
RETAIL
Ireland Branch
Dublin
RETAIL
Prada San Marino S.r.l.
Falciano
RETAIL
Prada Norway as
Oslo
RETAIL
Prada Hellas
Sole Partner llc
Athens
RETAIL
Prada Rus llc
Moscow
RETAIL
Prada Ukraine llc
Kiev
RETAIL
Prada Kazakhstan llp
Almaty
RETAIL
Prada Retail
South Africa (pty) ltd
Sandton
DORMANT
Prada Emirates llc
Dubai
RETAIL
Prada Middle East fzco
Jebel Ali Free Zone-Dubai
DISTRIBUTION/SERVICES
Prada Kuwait wll
Kuwait City
RETAIL
Prada Retail wll
Doha
RETAIL
Prada Saudi Arabia ltd
Jeddah
RETAIL
100%
Prada sa
Luxembourg
TRADEMARKS
Swiss Branch
Lugano
SERVICES
100%
100%
100%
100%
100%
49%
49%
79%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Luna Rossa Challenge S.r.l.
Grosseto
MANAGEMENT OF SAILING TEAM
Luna Rossa
Challenge 2024 S.L.
Barcelona
MANAGEMENT OF SAILING TEAM
Spanish Branch
Barcelona
SERVICES
Marchesi 1824 S.r.l.
Milan
FOOD & BEVERAGE
UK Branch
London
FOOD & BEVERAGE
100%
Prada Bahrain wll
Manama
RETAIL
44
44
ANNUAL REPORT
2024
Prada S.p.A. - Corporate information
Registered Office
Head Office
Place of business in Hong Kong registered under
Part 16 of the Hong Kong Companies Ordinance
Company Corporate website
Hong Kong Stock Exchange Identification Number
Share Capital
Board of Directors
Audit and Risk Committee
Via A. Fogazzaro, 28 - 20135 Milan, Italy
Via A. Fogazzaro, 28 - 20135 Milan, Italy
8th Floor, One Taikoo Place 979 King’s Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
www.pradagroup.com
1913
Euro 255,882,400
(represented by 2,558,824,000 shares of Euro 0.10 each)
Patrizio Bertelli
(Chairman of the Board & Executive Director)
Paolo Zannoni
(Executive Deputy Chairman of the Board &
Executive Director)
Andrea Guerra
(Chief Executive Officer & Executive Director)
Miuccia Prada Bianchi
(Executive Director)
Andrea Bonini
(Chief Financial Officer & Executive Director)
Lorenzo Bertelli
(Executive Director)
Yoël Zaoui
(Lead Independent Director & Independent
Non-Executive Director)
Marina Sylvia Caprotti
(Independent Non-Executive Director)
Cristiana Ruella
(Independent Non-Executive Director)
Pamela Yvonne Culpepper
(Independent Non-Executive Director)
Anna Maria Rugarli
(Independent Non-Executive Director)
Yoël Zaoui (Chairman)
Cristiana Ruella
Anna Maria Rugarli
45
45
The Prada Group
Remuneration Committee
Nomination Committee
Sustainability Committee
Board of Statutory Auditors
Organismo di Vigilanza
(Supervisory Body)
(Italian Leg. Decree 231/2001)
Main Shareholder
Company Secretary
Authorized Representatives
in Hong Kong S.A.R.
Alternate Authorized Representative
to Patrizio Bertelli in Hong Kong S.A.R.
Hong Kong Share Registrar
External Auditor
Anna Maria Rugarli (Chairwoman)
Paolo Zannoni
Yoël Zaoui
Cristiana Ruella (Chairwoman)
Lorenzo Bertelli
Pamela Yvonne Culpepper
Pamela Yvonne Culpepper (Chairwoman)
Lorenzo Bertelli
Anna Maria Rugarli
Roberto Spada (Chairman)
Maria Luisa Mosconi
Patrizia Arienti
Stefania Chiaruttini (Chairwoman)
Armando Simbari
Roberto Spada
Prada Holding S.p.A.
Corso Italia, 22 - 20122 Milan, Italy
Wendy Pui-Ting Tong
8th Floor, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Patrizio Bertelli
Via A. Fogazzaro, 28 - 20135 Milan, Italy
Wendy Pui-Ting Tong
8th Floor, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Annie Man Wai Au
8th Floor, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai, Hong Kong S.A.R. (P.R.C.)
Deloitte & Touche S.p.A.
Via Santa Sofia, 28 - 20122 Milan, Italy
Financial Review
CHAPTER 3
47
47
Financial Review
Basis of preparation
The Board of Director’s Financial Review refers to the group of companies controlled by Prada S.p.A. (“Prada” or the
“Company”), the operating parent company of the Prada Group (the “Group” or “Prada Group”). This Financial
Review should be read in conjunction with the Consolidated Financial Statements and related explanatory Notes,
which are an integral part thereof.
The tables reported in the Financial Review have been prepared in accordance with the measurement and classification
criteria of the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards
Board (“IASB”) and adopted by the European Union. Some “non-IFRS measures” are also used within the Financial
Review in order to represent some financial aspects of the period from a management perspective.
Consolidated Statement of Profit or Loss (includes Non-IFRS Measures)
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
%
on net
revenues
twelve months
ended
December 31
2023
%
on net
revenues
change
%
change
Net sales
5,310,026
97.8%
4,622,882
97.8%
687,144
14.9%
Royalties
121,531
2.2%
103,529
2.2%
18,002
17.4%
Net revenues
5,431,557
100%
4,726,411
100%
705,146
14.9%
Cost of goods sold
(1,094,865)
-20.2%
(924,640)
-19.6%
(170,225)
18.4%
Gross margin
4,336,692
79.8%
3,801,771
80.4%
534,921
14.1%
Product design and development costs
(158,084)
-2.9%
(150,616)
-3.2%
(7,468)
5.0%
Advertising and communications costs
(473,095)
-8.7%
(420,288)
-8.9%
(52,807)
12.6%
Selling costs
(2,082,752)
-38.3%
(1,872,626)
-39.6%
(210,126)
11.2%
General and administrative costs
(343,211)
-6.3%
(296,549)
-6.3%
(46,662)
15.7%
Total operating expenses
(3,057,142)
-56.3%
(2,740,079)
-58.0%
(317,063)
11.6%
Operating income - EBIT
1,279,550
23.6%
1,061,692
22.5%
217,858
20.5%
Interest and other financial
income / (expenses), net
(21,315)
-0.4%
(32,031)
-0.7%
10,716
-33.5%
Interest expenses on lease liabilities
(69,623)
-1.3%
(58,825)
-1.2%
(10,798)
18.4%
Dividends from investments
111
0.0%
627
0.0%
(516)
-82.3%
Total financial expenses
(90,827)
-1.7%
(90,229)
-1.9%
(598)
0.7%
Income before taxation
1,188,723
21.9%
971,463
20.6%
217,260
22.4%
Taxation
(345,323)
-6.4%
(298,071)
-6.3%
(47,252)
15.9%
Net income for the year
843,400
15.5%
673,392
14.2%
170,008
25.2%
Net income - Non-controlling interests
4,493
0.1%
2,366
0.1%
2,127
89.9%
Net income - Group
838,907
15.4%
671,026
14.2%
167,881
25.0%
48
48
ANNUAL REPORT
2024
Key financial information
Key economic indicators
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Net revenues
5,431,557
4,726,411
EBIT (*)
1,279,550
1,061,692
% incidence on net revenues
23.6%
22.5%
Net income of the Group
838,907
671,026
Earnings per share (Euro)
0.328
0.262
Net operating cash flow (**)
1,212,784
725,596
(*) Non-IFRS measure equal to Earnings before Interest and Taxation
(**) Non-IFRS measure equal to net cash flow from operating activities less repayment of lease liabilities
Key financial position indicators
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Net operating working capital (*)
808,278
734,742
Net invested capital (right of use assets included) (**)
6,194,941
5,790,789
Net financial surplus (***)
599,602
196,908
Group shareholders’ equity
4,399,365
3,853,795
(*) Non-IFRS measure equal to the sum of trade receivables (net), inventories (net) and trade payables
(**) Non-IFRS measure equal to the sum of the total consolidated shareholders’ equity, the lease liabilities and the net financial surplus
(***) Non-IFRS measure equal to short-term and long-term financial payables due to third parties and related parties, net of cash and cash
equivalents and short-term and long-term financial receivables due from third parties and related parties
2024 Highlights
The Prada Group reports another year of sound results and solid progress in its evolutionary journey, as high brand
desirability and disciplined execution drove a positive trajectory on both revenue and margins.
Group’s net revenues grew by 17.0% at constant exchange rates compared to 2023, a well above-market performance
marking four consecutive years of double-digit, like-for-like growth.
At brand level, Prada confirmed its solid growth trajectory with retail net sales up 4.2% in the 12 months. Miu Miu
retail net sales grew by 93.2% in 2024, a record year which brings the brand to a new level of visibility and scale.
The EBIT margin (23.6%) showed further expansion, coupled with substantial investments behind the brands. The
Group closes the year with a net cash position of Euro 600 million, which reflects capex cash-out of Euro 460 million.
As for Prada, the brand continued to carve the cultural landscape leveraging its distinctive identity and polyhedric
DNA. The creative dialogue translated once again into acclaimed menswear and womenswear fashion shows.
The consistent like-for-like growth trajectory was supported by a well-balanced category mix. Leather goods offering
was further enriched, with very good reception of newness and ongoing celebration of icons, while creative dynamism
continued to generate high appreciation of ready-to-wear collections.
Signature events and collaborations fostered the brand's multifaceted universe, highlighting its cultural relevance;
unconventional activations in exclusive venues further elevated the customer experience worldwide and enriched the
brand’s narrative.
At Miu Miu, the irreverent and subversive aesthetics continued to captivate the audience and kept the brand in the
49
49
Financial Review
spotlight, cementing its positioning. Its immediate and instinctive creativity drove a widespread appreciation across all
categories and regions; new and ongoing exclusive collaborations continued to resonate and reach new audiences.
Miu Miu’s deep connection with culture resulted in artistic collaborations and special events that fueled contemporary
debate with a distinctive voice to be reckoned with. The brand's fashion shows increasingly featured crossovers with
various artistic disciplines, offering a new layer of reflection on contemporary society.
Good progress at Church’s as the strategic efforts of the past years continued to keep the brand on a positive topline
trajectory.
The upgrade of the retail network remained a key area of effort and focus, as the Group completed c. 90 renovation
and relocation projects over the year, in line with the strategic objective of elevating the customer experience.
Following 38 openings and 35 closures over the period, the Group ends the year with 609 Directly Operated Stores.
Steadfast progress was also made with the Group’s digital transformation plan aimed at enhancing technology
capabilities across a wide spectrum of activities.
On the industrial front, the Group kept investing in the enrichment of its manufacturing skills, expanding its production
premises. The recent enlargement of the Torgiano hub, unveiled in May 2024, is a testament to the Group’s
commitment to create well-rounded facilities where craftmanship and heritage meet agility, innovation and efficiency.
The plant also hosted a new edition of the Prada Group Academy in September 2024 as the organisation maintains
its pledge to preserve tradition and know-how across generations.
The Group also continued to execute on its sustainability strategy across all pillars: Planet, People and Culture.
Working on climate change remains a key focus, with progress being made in reducing GHG emissions thanks to the
constant investment in green energy and the launch of an ambitious raw materials conversion plan towards lower
impact solutions. The scope of the work expanded during the year to include the understanding of the impact of the
Group's upstream value chain on the main dimensions of biodiversity.
The Group’s purpose to be Drivers of Change shaped the People agenda, with a very strong focus on inclusion and
equality, achieving 46% female representation in top and senior management positions and defining a new global
parental policy to also promote work-life balance.
The Culture pillar continues to be distinctive for the Group, which reaffirmed its strong commitment to water
conservation with the funding and multiple activities in support of the SEA BEYOND project.
50
50
ANNUAL REPORT
2024
Analysis of net revenues
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
%
change
current
exc. rates
%
change
constant
exc. rates
(*)
Q4-24 vs
Q4-23
%
change
constant
exc. rates (*)
Net revenues
Retail net sales (Directly Operated Stores and
e-commerce)
4,849,208
89.3%
4,189,676
88.6%
15.7%
18.0%
17.5%
Wholesale net sales (independent customers
and franchisees)
460,818
8.5%
433,206
9.2%
6.4%
7.1%
4.0%
Royalties
121,531
2.2%
103,529
2.2%
17.4%
17.4%
2.2%
Total net revenues
5,431,557
100%
4,726,411
100%
14.9%
17.0%
15.8%
Retail net sales by brand
Prada
3,563,376
73.5%
3,488,276
83.3%
2.2%
4.2%
4.0%
Miu Miu
1,228,053
25.3%
648,936
15.5%
89.2%
93.2%
84.2%
Church's
31,659
0.7%
28,555
0.7%
10.9%
10.1%
7.5%
Other
26,120
0.5%
23,909
0.6%
9.2%
9.0%
7.8%
Total retail net sales
4,849,208
100%
4,189,676
100%
15.7%
18.0%
17.5%
Retail net sales by geographic area
Asia Pacific
1,604,413
33.1%
1,446,146
34.5%
10.9%
13.1%
15.9%
Europe
1,531,622
31.6%
1,312,023
31.3%
16.7%
17.5%
16.2%
Americas
829,809
17.1%
767,365
18.3%
8.1%
8.9%
11.0%
Japan
656,431
13.5%
483,838
11.5%
35.7%
45.8%
30.6%
Middle East
226,933
4.7%
180,304
4.3%
25.9%
26.0%
30.2%
Total retail net sales
4,849,208
100%
4,189,676
100%
15.7%
18.0%
17.5%
(*) calculated excluding the effect of the hyperinflation in Turkey
In the comments below the growth percentages are at constant exchange rates, unless differently specified.
The Prada Group generated net revenues of Euro 5,431.6 million in the twelve months ended December 31, 2024,
up by 17.0% compared to 2023. Exchange rate fluctuations reduced growth by 2.1%, to 14.9%.
During the twelve months of 2024, retail net sales increased by 18.0% against the same period of 2023, driven by full
price like-for-like sales, with a strong and consistent performance in the fourth quarter with +17.5% yoy. Over the
period, retail net sales accounted for 89.3% of total net revenues, therefore in line with 2023 level.
As of December 31, 2024, the Group operated 609 stores, following 38 openings and 35 closures over the period.
Sales in the wholesale channel rose by 7.1% compared to the corresponding period of 2023, with a controlled evolution
of independent wholesale, in line with the Group strategy, and an increase in the duty-free stores channel.
Royalty income grew by 17.4% compared to 2023, driven by the contribution of both eyewear and fragrances.
Number of stores
December 31, 2024
December 31, 2023
December 31, 2022
Owned
Franchises
Owned
Franchises
Owned
Franchises
Prada
425
17
428
20
422
21
Miu Miu
147
6
141
5
145
5
Church's
28
-
28
-
37
-
Car Shoe
2
-
2
-
2
-
Marchesi 1824
7
-
7
-
6
-
Total
609
23
606
25
612
26
51
51
Financial Review
December 31, 2024
December 31, 2023
December 31, 2022
Owned
Franchises
Owned
Franchises
Owned
Franchises
Europe
197
-
200
-
209
-
Asia Pacific
215
21
196
23
190
21
Americas
93
-
102
-
104
-
Japan
80
-
85
-
86
-
Middle East
24
2
23
2
23
5
Total
609
23
606
25
612
26
Brands
Prada retail net sales increased by 4.2% over the year, showing solid growth driven by full price like-for-like sales, with the
fourth quarter accelerating vs. the third quarter.
Miu Miu reported a remarkable organic performance in the twelve-month period at +93.2% yoy, with strong growth across
regions and product categories.
The net revenues by brand amounted to Euro 3,988.1 million for Prada, Euro 1,377.9 million for Miu Miu, Euro 37.6 million
for Church’s, and Euro 27.9 million for the other brands:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
%
change
current
exc. rates
%
change
constant
exc. rates
(*)
Q4-24 vs
Q4-23
%
change
constant
exc. rates (*)
Net revenues by brand
Prada
3,988,090
73.4%
3,912,309
82.8%
1.9%
3.8%
3.0%
Miu Miu
1,377,934
25.4%
753,234
15.9%
82.9%
86.4%
76.3%
Church's
37,628
0.7%
35,791
0.8%
5.1%
4.6%
-5.7%
Other
27,905
0.5%
25,077
0.5%
11.3%
11.0%
6.5%
Total net revenues
5,431,557
100%
4,726,411
100%
14.9%
17.0%
15.8%
(*) calculated excluding the effect of the hyperinflation in Turkey
52
52
ANNUAL REPORT
2024
Markets
Over the period the Group delivered double-digit growth in Asia Pacific, Europe, Japan and Middle East, while
Americas reported high single-digit growth with a sequential improvement during the year.
In Asia Pacific, retail net sales rose by 13.1%, despite the more challenging market conditions in the region,
with a broad-base improvement in the fourth quarter.
In Europe, retail net sales rose by 17.5%, with consistent growth supported by demand from both local clients
and tourists.
The Americas retail net sales rose by +8.9%, entering double-digit territory in the second half of the year.
Japan remained the top performing region, with an outstanding growth of 45.8% in retail net sales, driven by
solid domestic demand and strong touristic flow. The fourth quarter continued to deliver high growth, albeit
in further moderation vs. the third quarter.
Retail net sales in the Middle East also delivered a solid performance (+26.0%), including the fourth quarter,
fuelled by both domestic demand and tourist spending.
Wholesale net sales by geographic area amounted to Euro 219.2 million in Europe, Euro 135.5 million in Asia Pacific,
Euro 92.8 million in Americas, Euro 6 million in Middle East, Euro 5 million in Japan and Euro 2.4 million in other
countries.
The royalties are entirely attributable to Europe.
Operating results
The gross margin for the twelve-month period ended December 31, 2024 corresponded to 79.8% on net revenues,
compared with 80.4% in 2023. Excluding the effect of exchange rate differences, gross margin was substantially
stable.
Operating expenses totaled Euro 3,057.1 million, up by Euro 317.1 million versus 2023. The increase was attributable
primarily to variable costs resulting from the sales increase, higher marketing spend, personnel expenses, and IT
spend for the advancement of the technological and digital roadmap in the retail, manufacturing, and corporate
areas.
The operating income for the period, or EBIT, was Euro 1,279.6 million, 23.6% of net revenues, compared to the Euro
1,061.7 million (22.5% of net revenues) of 2023.
Financial expenses and taxation
The net financial expenses of Euro 90.8 million were substantially in line with 2023, due to lower exchange rate losses
offset by higher interest expense on the lease liabilities.
The taxation for the twelve months ended December 31, 2024 was Euro 345.3 million, corresponding to 29.0% of the
profit before tax.
Net income
The net income for the year amounted to Euro 843.4 million (15.5% of net revenues), versus Euro 673.4 million
(14.2% of net revenues) reported in 2023.
53
53
Financial Review
Analysis of the Statement of financial position
Net invested capital
The following table reclassifies the statement of financial position to provide information on the composition of the
net invested capital:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Right of use assets
2,278,955
2,024,552
Non-current assets (excluding deferred tax assets), net
3,260,523
3,006,998
Trade receivables, net
423,733
405,151
Inventories, net
866,160
782,978
Trade payables
(481,615)
(453,387)
Net operating working capital
808,278
734,742
Other current assets (excluding items of financial position)
248,971
276,123
Other current liabilities (excluding items of financial position)
Other current liabilities (excluding items of financial position)
(567,332)
(422,541)
Other current assets / (liabilities), net
(318,361)
(146,418)
Provisions for risks and charges
(64,284)
(49,867)
Long-term employee benefits
(81,749)
(60,875)
Other long-term liabilities
(53,976)
(57,459)
Deferred taxation, net
365,555
339,116
Other non-current assets / (liabilities), net
165,546
170,915
Net invested capital
6,194,941
5,790,789
Shareholder's equity – Group
(4,399,365)
(3,853,795)
Shareholder's equity – Non-controlling interests
(20,065)
(23,014)
Total consolidated shareholders' equity
(4,419,430)
(3,876,809)
Long-term financial, net surplus / (deficit)
(220,572)
(338,422)
Short-term financial, net surplus / (deficit)
820,174
535,330
Net financial surplus
599,602
196,908
Net financial surplus to consolidated shareholders' equity ratio
-13.6%
-5.1%
Lease liabilities – non-current
(1,940,978)
(1,699,599)
Lease liabilities - current
(434,135)
(411,289)
Total lease liabilities
(2,375,113)
(2,110,888)
Net financial surplus, including lease liabilities
(1,775,511)
(1,913,980)
Shareholders’ equity and net financial surplus, including lease liabilities
(6,194,941)
(5,790,789)
The net invested capital as of December 31, 2024 amounts to Euro 6,195 million, with equity of Euro 4,419 million and
lease liabilities of Euro 2,375 million; the net financial position at the end of the period is a surplus of Euro 599.6 million.
The right of use assets increased by Euro 254.4 million, mainly as a result of new leases and remeasurements of existing
leases totaling Euro 667.7 million, net of depreciation of Euro 454.2 million, termination of contracts of Euro 0.4 million,
writedowns of Euro 8.6 million and foreign exchange differences impact of Euro 42.8 million.
The non-current assets (net) rose by Euro 253.5 million (Euro 3,261 million as of December 31, 2024 versus Euro 3,007
million as of December 31, 2023) following capital expenditures of the year amounting to Euro 493.3 million, net of
depreciation, amortisation and writedowns of Euro 296.7 million, and foreign exchange differences impact of Euro 41.2
million.
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(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Retail
324,039
215,884
Real estate
30,855
381,711
Industrial, logistics and corporate
138,360
155,106
Total
493,254
752,701
The Group continued to invest in the store network and in the industrial area, as well as in the advancement of the
technological and digital roadmap in the retail, manufacturing, and corporate areas.
The net operating working capital as of December 31, 2024 equalled Euro 808.3 million, up by Euro 73.5 million from
December 31, 2023: trade receivables increased by Euro 18.6 million, inventories increased by Euro 83.2 million, and
trade payables increased by Euro 28.2 million.
The other current liabilities (net) amount to Euro 318.4 million as of December 31, 2024, up by Euro 171.9 million from
December 31, 2023, mainly due to the increase of the income tax liability and the increase of the fixed assets payables, in
line with the higher capex of 2024.
The other non-current assets (net) of Euro 165.5 million as of December 31, 2024 decreased by Euro 5.4 million from
December 31, 2023.
Net financial position
The following table provides details of the net financial position:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Bank borrowing – non-current
(220,941)
(338,422)
Financial payables and bank overdrafts - current
(183,247)
(148,338)
Payables to related parties - current
(8,149)
(5,853)
Total financial payables – current
(191,396)
(154,191)
Total financial payables
(412,337)
(492,613)
Cash and cash equivalents
1,011,563
689,519
Financial receivables from related parties - non-current
369
-
Financial receivables from related parties - current
7
2
Total financial receivables and cash and cash equivalents
1,011,939
689,521
Net financial surplus
599,602
196,908
The net operating cash flow for the twelve-month period, after the payment of the lease liabilities (Euro 438.8
million), was positive for Euro 1,212.8 million. After the cash outflows for investing activities (Euro 462.5 million),
dividend payments (Euro 350.8 million), net of the revaluation of the items of the net financial position (Euro 4.8
million) and other minor items, the net financial surplus reached Euro 599.6 million at the end of the period.
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Financial Review
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Cash flow from operating activities
1,998,769
1,694,951
Net cash interest received (paid)
(6,977)
5,863
Lease liabilities: interest paid
(69,623)
(58,825)
Tax paid
(270,552)
(486,708)
Net cash flow from operating activities
1,651,617
1,155,281
Repayment of lease liabilities
(438,833)
(429,685)
Net operating cash flow
1,212,784
725,596
Net cash flow utilized by investing activities
(462,453)
(759,191)
Free cash flow
750,331
(33,595)
To provide greater financial flexibility, on April 17, 2024 Prada S.p.A. signed a new Euro 800 million Sustainability-
Linked Revolving Credit Facility (5-year duration), replacing the existing Euro 400 million facility. This new Revolving
Credit Facility is undrawn as of December 31, 2024.
As of December 31, 2024, the Group had undrawn cash credit lines of Euro 1,296 million available at banks (Euro 768
million as of December 31, 2023), of which Euro 861 million were committed credit lines and Euro 435 million were
uncommitted ones.
All financial covenants were fully complied with as of December 31, 2024 and they are expected to be complied with
within the next 12 months as well.
The following table sets forth the lease liabilities:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Lease liabilities – non-current
1,940,978
1,699,599
Lease liabilities - current
434,135
411,289
Total
2,375,113
2,110,888
The lease liabilities increased from Euro 2,111 million as of December 31, 2023 to Euro 2,375 million as of December
31, 2024, primarily as a result of new contracts and remeasurements for lease extensions or modifications for Euro
658.9 million, net of the payments of the period for Euro 438.8 million, termination of contracts of Euro 4.1 million,
and the foreign exchange differences impact for the period for Euro 48.2 million.
The lease liabilities were concentrated mainly in the following countries: U.S.A., Italy and Japan.
The net financial indebtedness, including the lease liabilities, amounted to Euro 1,776 million as of December 31,
2024 (Euro 1,914 million as of December 31, 2023).
Further information on the Group’s debt maturities and obligations, currency and interest rate risk management,
commitments and contingent liabilities is provided in Notes 21, 26 and 28 of the Notes to the Consolidated Financial
Statements.
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Risk factors and management
The Prada Group’s business is exposed to various risks that, if they materialize, could adversely affect its operations,
results and financial situation, or reputation.
Some of these risks depend on the constantly changing and highly competitive environment for the luxury industry,
which primarily concern the desirability of the Group’s products. For this reason, some of the main strategies of the
Group are (i) guaranteeing constant recognition of the brands as reference points in the industry, (ii) supporting and
developing retail sales, as well as (iii) the continuous identification, monitoring and mitigation of the main Group risks.
In order to manage, anticipate and mitigate its risk exposure, and to ensure that it can develop its business sustainably
over the long term, the Group has set up a risk management system.
Risk factors are presented as follows:
1. Operational and ESG Risks
1.a. Intellectual property and brand protection
Description
What we do
The Group’s brands and other intellectual property
rights are fundamental assets. Infringements of the
Group’s intellectual property rights can have significant
negative impacts on its results and damage its image.
The Group pursues an active anti-counterfeiting policy
involving both preventive measures and legal actions. Its
strategy is based on the following pillars:
―
the Group’s brands, designs, patents and websites
are registered to obtain legal protection in all
countries throughout the world;
―
an Intellectual Property Team is responsible for
brand protection efforts globally, online and offline,
through – among others – monitoring actions (in
both traditional markets and on the internet),
inspections, contacts with competent local and
international authorities and custom agencies, legal
actions; for all such actions, the team can act
directly or with the support of external consultants.
In addition, all products have been equipped with
a remote frequency identification (RFID) tag, using
a technology that makes it possible to verify the
authenticity of the products and track them. All retail
and wholesale products bearing the RFID tag have
also been registered on the blockchain of the Aura
Consortium.
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1.b. Commercial attractiveness and desirability
Description
What we do
The Group’s success is reliant on its ability to create
and influence fashion and product trends, to timely
anticipate shifts in consumer taste and trends, and
to meet and exceed customer expectations. Failure
to timely perceive fashion needs or to translate them
into the styling, design and development phase could
negatively impact the appeal of the Group’s brands and,
therefore, its results and financial situation.
The Group addresses the risk – first of all – by investing
in strong and structured style and design teams, capable
of fine-tuning with cultural and consumer changes.
The teams – guided by Miuccia Prada and Raf Simons,
as for the “Prada” brand, and by Miuccia Prada for the
“Miu Miu” brand – are composed of professionals of
different nationalities, cultures and talents, to foster
creativity. In addition, they are invited to combine a
strong sense of fashion with intellectual curiosity, the
pursuit of new and unconventional ideas, as well as
cultural and social interests.
Secondly, the Group pursues cutting edge
communication strategies, to be in-tune with – and even
to anticipate or create – fashion trends.
In addition, the Group invests in regular store
renovations (both brick-and-mortar and online) to
channel the brands’ images and guarantee enhanced
customer experiences.
Brand attractiveness and customer satisfaction are
also pursued through regular training and professional
qualification programs for its employees, especially
those working in stores.
1.c. Talent management and retention
Description
What we do
The Group’s operations require managers, employees
and artisans having the right qualifications in the
design, product development, production, marketing,
merchandising, management and corporate functions.
It is therefore key for the Group to retain skilled
workforce and to train new generations, especially in a
dynamic and evolving job market. Loss of talented and
skilled people, high turnover rate, departure of senior
executives and disappearance of craftsmanship heritage
may impact on the Group’s operations, product quality
and, consequently, results.
The Group proactively addresses the risk by:
(i) carrying out training initiatives, such as through
the Prada Academy, where knowledge is shared
and skills, techniques, and innovative ideas are
shaped in a way to foster talent and hand down the
professional expertise essential for the Group;
(ii) monitoring the market, to acquire the best, and
most fitting, professional skills and métiers; and
(iii) setting up retention initiatives, such as a
performance management process based on
individual goals and leadership development, as well
as adequate incentive schemes.
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1.d. Real Estate
Description
What we do
Should the Group lose strategic retail places, due to
difficulties in finding fitting locations or in negotiating
new leases at adequate terms and conditions, the
Group’s strategy could be undermined, with negative
consequences for its results.
Conversely, should the Group be compelled to carry
out significant construction/renovation projects to align
facilities to its standards, or unable to carry out projects
timely and on budget, its financial situation could be
negatively impacted.
Specific teams are responsible to handle real estate
activities, such as market monitoring, conducting
negotiations concerning real estate assets (leases and
acquisitions) and construction and renovation projects
for retail places.
Moreover, the Group performs periodical reviews of
contracts, site visits and “ad-hoc” counterparty due
diligence.
1.e. Corporate image
Description
What we do
The Group’s success in the international luxury goods
business is linked to the image and distinct character of
its brands, in a highly competitive environment. These
features depend on many factors, such as the style
and design of the products, the quality of the materials
used and production techniques, image and locations
of directly operated stores, careful selection of business
partners, communication activities and the corporate
profile in general.
The Group is also mindful of the transparency and
accountability demanded by its stakeholders in the
rapidly evolving environmental, social and governance
landscape in which it operates.
Negative events concerning the above – such as
unfavourable or inaccurate media coverage, negative
campaigns on social network, individual behaviour
contrary to the Group’s values of ethics and integrity
– can affect the Group’s image and reputation and,
consequently, negatively impact results.
The Group pursues the preservation of the image and
prestige of the brands by (i) maintaining its innovative
features for style, product and communication; (ii)
monitoring each internal and external phase of the value
chain to reduce the risk of inadequate performance; and
(iii) oversight of external communication concerning the
brands, including through social media.
The Group also undertakes ESG specific initiatives,
through Prada S.p.A.’s Sustainability Committee, as
well as its Board members with significant professional
ESG experience, as well as corporate and industrial
sustainability dedicated functions.
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1.f. Fraud
Description
What we do
Frauds may be perpetrated to obtain money or – among
others – property or services, personal or business
advantage.
Lack of controls and insufficient segregation of duties
could lead to fraud and, consequently, economic losses
and reputational damages.
The Group has equipped itself with various control tools,
preventive and deterrent processes, aimed at improving
the efficiency and the monitoring of its treasury
activities, such as:
(i) various Group procedures in place (Code of Ethics,
Anti-corruption policy, Corporate Finance &
Treasury policy);
(ii) the set up of the Whistleblowing system and its
related policy;
(iii) providing banking Power of Attorney to a limited
number of people, regularly updated and duly
approved by Board of Directors; and
(iv) strengthening Segregation of Duties, access controls
to Corporate systems and its internal controls over
treasury activities.
1.g. Supply Chain Management
Description
What we do
Inability to source raw materials, manufacture, procure
and distribute finished products on a timely basis at the
required quality, quantity and cost from suppliers who
meet quality and the Group’s ethics standards could
lead to disruptions in production, negative effects on
the Group’s results and/or damages to the Group’s
reputation.
Although the Group does not significantly depend on
any façon manufacturer, the suspension or termination
of a relationship with some of the most significant
façon manufacturers could adversely affect the Group’s
business and, as a consequence, its results.
The Group contracts with several suppliers, to avoid
concentration of supply.
The fact that production is mainly located in Europe,
especially in Italy, grants an adequate level of
competence, quality and reliability.
In addition, sensitive processes – such as the creation
of prototypes and samples, the cutting of hides and
controls over raw materials and semifinished goods –
take place at the Group’s own manufacturing facilities.
The Group’s technical staff carries out controls to ensure
that products meet quality standards and that the entire
supply chain complies with Prada S.p.A.’s Code of
Ethics, which must be signed by business partners.
Moreover, the Group demands – and monitors (including
through inspections) – compliance by manufacturers
with applicable regulations concerning labor law, social
security and occupational health and safety, as well as
with the Group’s regulations on brand ownership and
other intellectual property rights.
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1.h. Business resilience
Description
What we do
Business interruption can occur due to a variety of
factors, including escalations in geopolitical or social
tensions, restrictions to people movement or to
exports, cyberattacks, property damages caused by an
extreme weather event, public health events, machinery
breakdowns, labor disputes and quality control
failures on the operations. The resulting losses can be
economic (e.g., decreased sales, increased labor costs,
need to substitute a key supplier, decreased revenue
potential due to natural disasters) and reputational.
The Group addresses these risks through a balanced
geographical distribution of its stores, to avoid high
concentration; operations/production mainly located
in Italy, but in several facilities; operations/production
located in new/renewed premises; continuous
development of online sales activities; strengthening
of the Information System department; insurance
programs aimed at mitigating such risks.
1.i. Health, security and safety
Description
What we do
The Group is exposed to risks related to (i) workers’
health and safety, such as injuries, occupational
diseases and accidents that could lead to physical harm
to people; and (ii) non-compliance with quality and
security standards of products.
Such risks can lead to litigation, and related costs
affecting the Group’s financial situation, as well as
damage to the Group’s image.
To mitigate these risks, the Group (i) conducts periodic
safety training and refresher courses; (ii) undergoes
renovations and new constructions; and (iii) carries out
fire risk assessments on high-risk premises; and with
respect to product quality, carries out quality control
on manufacturing used in the production process (from
sourcing to finishing touches).
1.j. Environmental
Description
What we do
The financial situation and the reputation or the Group
could be affected by (i) extreme climatic phenomena,
cost increases for raw materials and other similar
environmental circumstances capable of affecting its
production, (ii) new regulations aimed at containing
pollution and climate change, which may trigger
compliance costs or failures for the Group; and (iii)
changes in customer purchasing habits related to
evolutions of the environmental context.
To prevent or mitigate these risks, the Group adopted
ad hoc internal processes, including the sustainability
policy which laid the foundations for the Company's
sustainability focus based on three pillars - Planet,
People and Culture - where the Group firmly believes
it can make the greatest contribution in terms of value
creation in its own industry and for the benefit of society
as a whole.
The Group formalized a sustainability strategy with
a clear roadmap for the reduction of greenhouse gas
emissions, extensive use of alternative, low impact
materials for both finished products and packaging, and
a more circular approach to materials used in production
and for other purposes such as shows and events, where
waste is recycled and reused.
The strategy also focuses on the traceability of raw
materials and the continuous improvement of social and
environmental standards along the supply chain through
close collaboration with suppliers.
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Description
What we do
The strategy is an evolving plan that will be improved
and updated over time to respond to the needs and
expectations of the Group’s stakeholders and the
changing market conditions in which it operates. The
organization identified and formalised medium-term
targets and internal Key Performance Indicators (KPIs)
to monitor the progress, with a particular focus on the
decarbonization of its operations and the transition to
lower impact materials for its finished products.
In addition, the Group enforced the sustainability culture
through the promotion of internal and external initiatives
(e.g. Sea Beyond, Forestami Academy, corporate on/off-
line dedicated trainings).
2. Financial risks
2.a. Credit risk
Description
What we do
Credit risk is defined as the risk of financial loss caused
by the failure of a counterparty to meet its contractual
obligations. The maximum risk to which an entity
is exposed is represented by all the financial assets
recognized in the financial statements. The Group
considers its credit risk to involve primarily trade
receivables generated from the wholesale channel and
other commercial partners, and liquid assets.
As part of Credit risk, the financial counterparty risk is
managed through a proper diversification of financial
counterparties, considering their creditworthiness
and solvency: the risk of default of liquid assets
substantially relates to bank deposits, which represent
the Group’s most widely-used financial product for
investing surplus operating cash flows. Default risk is
mitigated by the allocation of cash holdings to bank
deposits that are diversified in terms of counterparties
(always investment grade), country and currency, and by
the consistently short-term period. The residual portion
of liquid assets consists of cash and bank accounts.
The Group manages credit risk and mitigates the
related effects through a control system based on the
monitoring of the creditworthiness and solvency of
customers, the stipulation of insurance contracts and
the use of safe solutions such as advance payments.
The Group considers no significant risk to exist on
these kinds of liquid assets given that they are used
for operating activities and business processes and,
consequently, the number of independent parties
involved is fragmented. However, there is a potential
risk related to cash shortages at stores. The Group has
equipped itself with various control tools, preventive
and deterrent, aimed at improving the efficiency of cash
management activities.
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2.b. Liquidity risk
Description
What we do
Liquidity risk refers to difficulty that the Group could have
in securing new funds, leading to a failure in meeting
its financial obligations. The Directors are responsible
for managing liquidity risk, whereas the Group CFO,
supported by the Deputy Group CFO, is responsible for
optimizing financial resources.
The Directors consider the currently available funds
and lines of credit, in addition to the funding that will
be generated by operating and financing activities,
to be sufficient for enabling the Group to meet its
requirements in terms of working capital management,
investing activities, punctual loan repayment and the
payment of any dividends as planned.
2.c. Foreign exchange risk
Description
What we do
The Group has a vast international presence, and
therefore is exposed to the risk that changes in currency
exchange rates could adversely impact revenue,
expenses, margins and profit. In order to hedge
foreign exchange risk, the Group enters into derivative
contracts designed to fix the value in Euro (or other
functional currency) of identified future cash flows. The
future cash flows consist primarily of intercompany
inflows of trade and financial receivables and
intercompany outflows of trade payables. They refer
mainly to Prada S.p.A., the Group’s parent company
and worldwide distributor of Prada and Miu Miu brand
products.
The management of foreign exchange risk is described
in more detail in the Notes to the Consolidated Financial
Statements.
2.d. Interest rate risk
Description
What we do
Interest rate risk is the risk that future cash flows could
be affected by interest rate fluctuations. In order to
hedge this risk, which refers mainly to Prada S.p.A., the
Group uses derivatives (such as interest rate swaps or
collar) to convert variable-rate debt into fixed-rate debt
or debt at rates within a specified range.
The management of interest rate risk is described in
more detail in the Notes to the Consolidated Financial
Statements.
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3. Legal and regulatory risks
3.a. Risks related to the evolution of the regulatory framework
Description
What we do
In the various jurisdictions where it operates, the Group
is subject to laws and regulations and, therefore, exposed
to the risk of non-compliance, which – in the case of
a major breach – could have a material impact on the
business and performance of the Group. In addition,
new legislation imposing more stringent standards may
entail increased compliance or may limit the Group's
operations, with negative consequences for its financial
performance.
This can concern, in particular, the following:
―
risks associated to non-compliance with the Rules
Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited or with other laws or
regulations in force in Hong Kong S.A.R. that Prada
S.p.A. must observe as it is listed on The Stock
Exchange of Hong Kong Limited;
―
risks associated with occupational health and safety
under Italian Legislative Decree 81/2008 and
equivalent regulations in force in other countries;
―
possible legal penalties for wrongful acts pursuant to
Italian Legislative Decree 231/2001, as subsequently
amended;
―
events that could adversely affect the accuracy of the
annual financial statements and the protection of
assets;
―
manufacturing compliance risks with respect to Italian
and international laws and regulations regarding
finished goods distributed and raw materials and
consumables used.
The Group involves various divisions and uses external
experts as necessary to keep its processes and
procedures constantly updated in order to comply with
changing rules and regulations in a timely manner,
thereby mitigating the risk of non-compliance.
Monitoring activities are performed by division
managers, auditors, special entities and committees
such as the Supervisory Body and the Audit and Risk
Committee.
Prada S.p.A. holds the status of Authorized Economic
Operator (“AEO full”). This recognition, issued by the
Customs Agency, is granted to companies that prove to
be competent and virtuous in the management of their
business processes, in compliance with both customs
regulations and safety standards for goods.
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3.b. Tax risk
Description
What we do
The Prada Group’s tax strategy is based
on the prevention of tax risks and on tax
certainty, both of which are pursued through ongoing
dialogue and long-term, principled interaction with the
tax authorities in the countries where it operates.
The Group’s tax risks, which could arise from
compliance errors or incorrect interpretation of
regulations, are constantly monitored within the scope
of an extensive internal control system, incorporated
into the tax control framework.
The effectiveness of the tax risk management system
has made Prada S.p.A. eligible to participate in the
Cooperative Compliance Tax Regime in Italy (under
Italian Legislative Decree 128/2015), enhancing its tax
control framework.
Within such regime, the Group has expanded a
systematic, open communication channel with the Italian
and the foreign tax authorities of the most strategically
important countries where it operates, based on
reciprocal transparency and trust, with the purpose of
minimizing the level of uncertainty about potentially
risky situations.
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Other information
Information on related-party transactions
Information on the Group’s transactions and balances with related parties is provided in the Notes to the Consolidated
Financial Statements, insofar as required by IFRS, and in the Directors’ Report and Corporate Governance Report,
insofar as required by the Hong Kong Stock Exchange rules.
Non-IFRS measures
The Group uses certain financial measures (“non-IFRS measures”) to measure its business performance and to help readers
understand and analyse its financial situation. Although they are used by the Group’s management, such measures are not
universally or legally defined and are not regulated by the IFRS adopted to prepare these Consolidated Financial Statements.
Other companies operating in the luxury goods industry might use the same measures, but with different calculation
criteria. For this reason, it is important for non-IFRS measures to always be read in conjunction with the related explanatory
notes, and for readers to be aware that such measures may not be directly comparable with those used by other companies.
The Prada Group uses the following non-IFRS measures in this Annual Report:
Net revenues at constant exchange rates: current year net revenues calculated considering the prior year exchange rates.
Net sales at constant exchange rates: current year net sales calculated considering the prior year exchange rates.
Operating income - EBIT: Earnings before Interest and Taxation, i.e. “Consolidated net result for the period” adjusted to
exclude “Total financial income / (expenses)” and “Taxation”.
Other non-recurring income / (expenses): transactions qualified by the Directors as non-recurring when their nature,
materiality or frequency requires separate disclosure in order to give readers additional information of the Group’s
operating results. Other non-recurring transactions could include, for example, impairment losses or reversal of impairment
losses of fixed assets, restructuring costs, litigation costs, and gains and losses on disposals of fixed assets only when they
are related to unusual material transactions considered outside the normal course of business.
Recurring operating income - EBIT Adjusted: the difference between the “Operating income - EBIT” and the “Other non-
recurring income / (expenses)”.
The reconciliation of Prada Group’s EBIT Adjusted and EBIT with the nearest IFRS measure (Net income for the year) is
reported below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
%
on net
revenues
twelve months
ended
December 31
2023
%
on net
revenues
Net income for the year
843,400
15.5%
673,392
14.2%
Taxation
345,323
6.4%
298,071
6.3%
Total financial expenses
90,827
1.7%
90,229
1.9%
Operating income - EBIT
1,279,550
23.6%
1,061,692
22.5%
Other non-recurring (income) / expenses
-
-
-
-
Recurring operating income – EBIT Adjusted
1,279,550
23.6%
1,061,692
22.5%
Net financial position surplus / (deficit): Short-term and long-term financial payables due to third parties and related parties,
net of cash and cash equivalents and short-term and long-term financial receivables due from third parties and related parties.
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Net financial position surplus / (deficit), including lease liabilities: Net financial position surplus / (deficit) including lease
liabilities.
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Net financial surplus
599,602
196,908
Lease liabilities - current
(434,135)
(411,289)
Lease liabilities - non-current
(1,940,978)
(1,699,599)
Total lease liabilities
(2,375,113)
(2,110,888)
Net financial surplus, including lease liabilities
(1,775,511)
(1,913,980)
Net operating working capital: the sum of trade receivables (net), inventories (net) and trade payables.
Net invested capital (right of use assets included): the sum of the total consolidated shareholders’ equity, the lease
liabilities and net financial surplus.
Net operating cash flow: net cash flow generated by operating activities, less the repayment of lease liabilities.
Free cash flow: net operating cash flow after the net cash flows used for the investing activities.
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Cash flow from operating activities
1,998,769
1,694,951
Net cash interest received (paid)
(6,977)
5,863
Lease liabilities: interest paid
(69,623)
(58,825)
Tax paid
(270,552)
(486,708)
Net cash flow from operating activities
1,651,617
1,155,281
Repayment of lease liabilities
(438,833)
(429,685)
Net operating cash flow
1,212,784
725,596
Net cash flow utilized by investing activities
(462,453)
(759,191)
Free cash flow
750,331
(33,595)
Research and development activities
The research and development activities are described in the introductory section “The Prada Group” of this Annual
Report, in the paragraph regarding creativity. The design and product development costs for the twelve months
ended December 31, 2024 amount to Euro 158.1 million, as reported in the Consolidated Statement of Profit or Loss
prepared in accordance with IFRSs.
Treasury shares
As of December 31, 2024, the Company did not hold any treasury shares, as reported in the “Directors' Report” section.
Events after the reporting date
No significant events to be reported.
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Financial Review
Outlook
While being mindful that the complex industry dynamics are likely to persist, we continue to see clear opportunities
for our brands and we remain committed to our investment plan across retail, industrial capabilities and technology
to continue to support our growth and the organisation in its evolutionary journey. For the year ahead, we retain our
ambition to deliver solid, sustainable, and above-market growth.
Milan, March 4, 2025
Directors and
Senior Management
CHAPTER 4
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Directors and Senior Management
Directors
Our Board of Directors (the “Board”) consists of eleven Directors: six
executive Directors, and five independent non-executive Directors. The
Board is appointed for a term of three years.
PRADA BIANCHI, Miuccia, aged 76, is Executive Director of the Company, Miu
Miu Creative Director, and Prada Co-Creative Director with Raf Simons. She
served as Chairwoman of the Board from 2003 to 2014 and as Co-Chief
Executive Officer with her husband Mr. Patrizio Bertelli, until January 26, 2023.
She was re-elected as Executive Director on April 24, 2024. After obtaining a
degree in Political Science from Milan University, Ms. Prada began designing for
the exclusive family business, founded by her grandfather in 1913. At the end of
the ‘70s, she formed a partnership with Patrizio Bertelli, an entrepreneur, and the
owner of two high quality leather goods companies. Under the direction of Ms.
Prada and Mr. Patrizio Bertelli, Prada has become one of the leading luxury
companies worldwide. Ms. Prada has received several awards for her original
vision, innovation, and contribution to international fashion. In 2000, she received
an Honorary Doctorate from the Royal College of Art in London. In 2006, Ms.
Prada was named Officier dans l’Ordre des Arts et des Lettres by the French
Ministry of Culture. In 2015, she was granted the title of Knight of the Grand
Cross, the highest Order of Merit of the Italian Republic, in recognition of her
international success and contribution to the fields of creativity, fashion and style.
Ms. Prada is the wife of Mr. Patrizio Bertelli, Chairman of the Board, and is the
mother of Mr. Lorenzo Bertelli, Executive Director, Chief Marketing Officer and
Head of Corporate Social Responsibility.
Ms. Prada holds directorships in Prada Holding S.p.A., Bellatrix S.p.A. and Ludo
S.p.A., which are substantial shareholders of the Company. Ms. Prada is not and
has not been a director of any other listed companies in Hong Kong or abroad in
the past three years.
BERTELLI, Patrizio, aged 78, is the Chairman of the Board of the Company
with effect from April 24, 2024. He was first appointed to the Board in 2003
and held the role of Co-Chief Executive Officer along with Ms. Miuccia Prada
until January 26, 2023. He was appointed Chairman of the Board for the first
time on April 27, 2023. His partnership with Miuccia Prada began at the end
of the ‘70s. He combines entrepreneurial activity with a range of cultural and
sporting interests that he shares with Ms. Miuccia Prada Bianchi. Mr. Bertelli
received an honorary degree in Business Economics from the University of
Florence in 2000 and the “University Seal” from the University of Bologna in
2021. In 2006, Time Magazine cited him with Miuccia Prada as among the
100 most influential couples in the world and in 2012 he became the first
Italian in history to be inducted into the America’s Cup Hall of Fame.
Mr. Bertelli holds directorships in subsidiaries of the Company. He holds
directorship in PA BE 1 S.p.A., which is a substantial shareholder of the
Company. Mr. Bertelli is the husband of Ms. Prada, Executive Director, and is the
father of Mr. Lorenzo Bertelli, Executive Director, Chief Marketing Officer and Head
of Corporate Social Responsibility. Mr. Bertelli is not and has not been a director of
any other listed companies in Hong Kong or abroad in the past three years.
MIUCCIA PRADA BIANCHI
Executive Director
PATRIZIO BERTELLI
Chairman of the Board and
Executive Director
Executive Directors
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GUERRA, Andrea, aged 59, has been appointed Chief Executive Officer and
Executive Director of the Company since January 26, 2023, and re-elected
on April 24, 2024. Prior to joining Prada, Mr. Guerra was the strategic advisor
of LVMH, the Chief Executive Officer of Hospitality Excellence at LVMH Moët
Hennessy Louis Vuitton SE (September 2020 to May 2022), Executive
Chairman of the high-end food emporium Eataly (September 2015 to May
2019), Chief Executive Officer of the eyewear company Luxottica Group
S.p.A. (July 2004 to September 2014), and was the Chief Executive Officer of
Merloni Elettrodomestici, now Indesit Company (2000 to 2004). Mr. Guerra
obtained a degree in Business Administration from Sapienza University of
Rome in 1989. From December 2014 to October 2015, he was senior
strategic advisor for business, finance, and industry to the Italian
Government’s Prime Minister. He was a member of the boards of directors of
Bocconi University (November 2014 – October 2018) and Save the Children
Italy and is a shareholder of online newspaper Linkiesta. Over the years, Mr.
Guerra was a member of the strategic committee of the Italian Strategic Fund
(Fondo Strategico Italiano S.p.A.). He was also a member of the board of
directors of Amplifon S.p.A., and a member of the strategic committee of
Ariston Thermo S.p.A., both companies listed on the Italian Stock Exchange.
He held the position of director on the boards of Parmalat S.p.A. and DeA
Capital S.p.A., both companies listed on the Italian Stock Exchange, and of
Banca Nazionale del Lavoro S.p.A..
Mr. Guerra holds directorships in subsidiaries of the Company. Save as
disclosed herein, Mr. Guerra has not held any directorship in any other listed
companies in Hong Kong or abroad in the last three years.
ANDREA GUERRA
Chief Executive Officer and Executive
Director
ZANNONI, Paolo, aged 76, is the Executive Deputy Chairman of the Board
with effect from May 11, 2023. He was re-elected as an Executive Director on
April 24, 2024. He was first appointed as Chairman of the Board on May 27,
2021, and conferred in his executive role on June 4, 2021. He has been an
international advisor at Goldman Sachs since 2019, providing advice to the
firm’s business across Italy and the rest of Europe. He is currently secretary of
the Board of Directors of Beretta Holding S.p.A. and a Board Member of
Holland & Holland Limited. He served as Chairman of the Board of Autogrill
S.p.A., listed on the Italian Stock Exchange, from 2019 to January 2023,
Chairman of Dolce & Gabbana Holding S.r.l. from 2007 to 2021, and
Chairman of Prysmian Group S.p.A. from 2005 to 2012. Prior to this, Mr.
Zannoni spent several years working with the Goldman Sachs investment
banking franchise in Italy. He joined Goldman Sachs in 1994, was named
managing director in 1997, partner in 2000 and was Chairman of the Italian
investment banking business between 2000 and 2013. He also spent a period
as co-chief executive officer of Goldman Sachs Russia. Prior to joining
Goldman Sachs, Mr. Zannoni was a vice president at Fiat S.p.A. and a
lecturer at Yale University. He continues to be an executive fellow at the Yale
School of Management, an advisory board member of the International
Center for Finance (ICF) and a board member of the Jackson Institute for
Global Affairs. Mr. Zannoni earned an MA and an MPhil in Political Science
from Yale University. He also earned a BA from the University of Bologna.
Mr. Zannoni holds directorships in subsidiaries of the Company and was
appointed as the Chairman of the Board of Prada Holding S.p.A. in June
2023. Mr. Zannoni is a member of the Remuneration Committee. Save as
disclosed herein, Mr. Zannoni has not held any directorship in any other listed
companies in Hong Kong or abroad in the last three years.
PAOLO ZANNONI
Executive Deputy Chairman of
the Board and Executive Director
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Directors and Senior Management
BERTELLI, Lorenzo, aged 36, joined the Board of Directors as Executive
Director in May 27, 2021 and was re-elected on April 24, 2024. Mr. Bertelli
has been Chief Marketing Officer since 2019 and was appointed Head of
Corporate Social Responsibility in 2020. He is responsible both for the
Group’s Marketing and Communication strategy and for the Group’s overall
approach to sustainability. He joined the Group in 2017 as Head of Digital
Communication. Lorenzo Bertelli obtained a degree in Philosophy at San
Raffaele University in Milan in 2008. He is the son of Ms. Miuccia Prada
Bianchi, Executive Director and Mr. Patrizio Bertelli, Chairman of the Board
of the Company.
He holds directorship in Prada Holding S.p.A., which is a substantial
shareholder of the Company, as well as directorships in subsidiaries of the
Company. Mr. Lorenzo Bertelli is a member of the Nomination Committee
and the Sustainability Committee. Mr. Bertelli is not and has not been a
director of any other listed companies in Hong Kong or abroad in the past
three years.
LORENZO BERTELLI
Executive Director
BONINI, Andrea, aged 45, is the Chief Financial Officer of the Company
since May 2, 2022. He was appointed to the Board as Executive Director on
November 8, 2022, confirmed as Executive Director on April 27, 2023, and
re-elected on April 24, 2024. Mr. Bonini has 19 years of experience in
corporate finance and relevant experience in the luxury industry. He started
his professional career in Milan-based M&A firm Boutique Gallo & C. S.p.A.
in 2003. In 2005, Mr. Andrea Bonini joined the Investment Banking Division
of Goldman Sachs International, based in London where he became
Managing Director in 2015. At Goldman Sachs, he was part of the Italy
Coverage team until 2013 and subsequently joined the Consumer Retail
Group, with responsibility for Luxury and Brands in Europe. Mr. Bonini
graduated in Business Administration from Bocconi University in Milan in
2003.
Mr. Bonini holds directorships in subsidiaries of the Company. Mr. Bonini is
not and has not been a director of any other listed companies in Hong Kong
or abroad in the past three years.
ANDREA BONINI
Chief Financial Officer and
Executive Director
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ZAOUI, Yoël, aged 64, was first elected as an Independent Non-Executive
Director on May 27, 2021, and appointed as Lead Independent Director on
May 11, 2023. He was re-elected on April 24, 2024. He is a co-founder of
Zaoui & Co., a firm established in 2013 to advise select clients on mergers,
acquisitions, and other strategic and financial transactions, as well as major
investment decisions. Mr. Zaoui began his investment banking career at
Goldman Sachs in 1988, and, over a 24-year career at Goldman Sachs, was
responsible for some of Europe’s largest and more significant corporate
transactions in a period of unprecedented growth. Mr. Zaoui was the first
European investment banker to have joined Goldman Sachs’s top governing
body, the management committee, a position he held from 2008 until his
retirement in 2012. Prior to Goldman Sachs, Mr. Zaoui worked at Arthur
Andersen in Paris (1983 - 1986). Mr. Zaoui was educated in France and the
US: he obtained a diploma from the Ecole des Hautes Etudes
Commerciales (HEC, 1982), a DEA doctoral degree in Finance from
Universite Paris-Dauphine (1983) and an MBA from Stanford University
(1988). Mr. Zaoui continues to be actively involved with his alma maters,
serving as a member of the Cercle des Grands Donateurs de la Fondation
HEC. Mr. Zaoui was conferred with the Order of Muhammad by His
Majesty the King of Morocco Mohamed VI.
Mr. Zaoui is the Chairman of the Audit and Risk Committee and a member
of the Remuneration Committee. Mr. Zaoui is not and has not been a
director of any other listed companies in Hong Kong or abroad in the past
three years.
YOËL ZAOUI
Lead Independent Director and
Independent Non-Executive Director
CAPROTTI, Marina Sylvia, aged 47, was first elected as Independent
Non-Executive Director on May 27, 2021, and re-elected on April 24,
2024. She has been Executive Chairwoman of Esselunga S.p.A. since 2019.
Prior to this, she was a member of Esselunga S.p.A. Board of Directors
starting from June 1998 and Vice President from 2016 to 2019. She is
currently a director in the Board of Fondazione Accademia Teatro alla
Scala of Milan. Ms. Marina Sylvia Caprotti obtained a degree in Law at
Università Cattolica del Sacro Cuore in Milan in 2004.
Ms. Caprotti is not and has not been a director of any other listed
companies in Hong Kong or abroad in the past three years.
MARINA SYLVIA CAPROTTI
Independent Non-Executive Director
Independent Non-Executive Directors
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Directors and Senior Management
RUELLA, Cristiana, aged 62, was elected as Independent Non-Executive Director
on April 24, 2024. She is currently an industrial partner of FSI SGR S.p.A., an
investment company, and a member of the Board of Directors of Missoni S.p.A..
She is also Chief Executive Officer of TFC srl and of the Holding Company Exor srl
since October 2021. From July 1991 to August 2017, she was Managing Director of
the Dolce & Gabbana Group where she also carried out duties typically undertaken
by the chief financial officer. In a global leadership role at Dolce & Gabbana, she has
been a member of all the Boards of Directors of the central and local companies as
well as Chief Executive Officer of the latter ones. Ms. Ruella previously spent four
years at ICR (Istituto di Revisione e Certificazione) from 1985 to 1989, where she
was involved in accounting and audit activities on financial statements of companies
aimed at issuing certifications of the relevant financial and economic results. She
was a member of the Advisory Board of DGPA & Co, an Italian investment fund.
She was also a member of the Advisory Board of SDA Bocconi University from
2003 to 2005. Ms. Ruella devotes her time and passion to the VIDAS Foundation,
where she is a member of the Board of Directors and Treasurer. Ms. Ruella earned
a MA Economics and Finance from Cattolica University of Milan.
Ms. Ruella is the Chairwoman of the Nomination Committee and a member of the
Audit and Risk Committee. Save as disclosed herein, Ms. Cristiana Ruella has not
held any directorship in any other listed companies in Hong Kong or abroad in the
last three years.
CULPEPPER, Pamela Yvonne, aged 60, was first appointed as Independent
Non-Executive Director on January 28, 2022, and re-elected on April 24, 2024.
Ms. Culpepper’s former name was JORDAN, Pamela Yvonne. In January 2023,
Ms. Culpepper joined Hanold Associates Llc (which was acquired by Creative Artists
Agency Llc in October 2024), as Managing Partner of their Leadership Advisory
Practice under its Executive Search and Leadership Advisory team. Ms. Culpepper
was one of three co-founders of Have Her Back Llc, a female-owned, female-led
culture consultancy focused on advancing equality for all. Before that, Ms.
Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc.,
one of the world’s largest exchange holding companies, offering cutting-edge
trading and investment solutions to investors around the world. At Cboe, Ms.
Culpepper served as an advisor to the executive team and Board of Directors with
regard to talent management, compensation, and benefits and to the acquisition,
and subsequent merger, of a global exchange by Cboe. Ms. Culpepper has over 25
years of experience as an HR executive. She joined Cboe from Golin, where she
was the company’s Chief People Officer. Prior to her work at Golin, Ms. Culpepper
held various leadership roles with PepsiCo, Inc., including Chief Global Diversity
and Inclusion Officer, Vice President, Human Resources for Quaker Foods and
Snacks; Vice President, Human Resources for PepsiCo’s Beverages Supply Chain;
and Vice President, Talent Management and Diversity for Quaker, Tropicana and
Gatorade. Before PepsiCo, Ms. Culpepper held roles with McKesson Corporation,
Clorox and Wells Fargo. Ms. Culpepper is a former Board Trustee of VSO
International, based in the United Kingdom, and was a Board member for
Navy Pier of Chicago, and in March 2023, she was appointed to Cambia Health
Solutions’ Board of Directors as an Independent Director. Ms. Culpepper has a
B.A. in Psychology from the University of Arkansas at Little Rock and an MPA
(Master of Public Administration) in Organizational Change, from California State
University, Eastbay.
Ms. Culpepper is the Chairwoman of the Sustainability Committee and member of
the Nomination Committee. Ms. Culpepper is not and has not been a director of
any other listed companies in Hong Kong or abroad in the past three years.
CRISTIANA RUELLA
Independent Non-Executive Director
PAMELA YVONNE CULPEPPER
Independent Non-Executive Director
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RUGARLI, Anna Maria, aged 52, was first appointed as Independent
Non-Executive Director on January 28, 2022, and re-elected on April
24,2024. Ms. Rugarli is the Corporate Sustainability Vice President of
Japan Tobacco International, where she is responsible for developing
business-integrated strategy at a global level. Ms. Rugarli has been
appointed as an Independent Non-Executive Director and the Chair of the
ESG Committee at ASOS plc, a company listed on the London Stock
Exchange, on June 26, 2023. Ms. Rugarli is a Sustainability & CSR expert
with more than twenty years’ experience specializing in designing innovative
programs and in developing strategies. She initiated and launched Nike’s
Sustainability & CSR programs in Europe, the Middle East & Africa regions
and was with the company for 12 years pioneering this work at industry
level. Ms. Rugarli then led VF Corporation’s Circular Economy strategy at
global level as well as Sustainability, Purpose, and I&D strategy at regional
level for 10 years. During this time, she managed broad networks of
stakeholders and cross-sector partners and led Sustainability & CSR
programs integration across the business. While at VF Corporation she was
a Board member and then President of European Outdoor Conservation
Association for a total of seven years. Since February 2022 Ms. Rugarli has
been a board member of JT International S.A.. Ms. Rugarli graduated in
Political Sciences and is a certified broker in Cross-Sector Partnerships at
Cambridge University.
Ms. Rugarli is the Chairwoman of the Remuneration Committee and a
member of the Audit and Risk Committee and the Sustainability
Committee. Saved as disclosed herein, Ms. Rugarli is not and has not been
a director of any other listed companies in Hong Kong or abroad in the past
three years.
ANNA MARIA RUGARLI
Independent Non-Executive Director
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Directors and Senior Management
Senior Management
Our senior management is responsible for the day-to-day
management of the business of the Group.
AGOSTINI, Cristiano, aged 51, has been Group Chief Information Officer since July 2021. He is primarily responsible
for overseeing worldwide Transformation and Innovation Technology of the IT Department. After earning a degree in
Communication Sciences at the University of Turin, Mr. Agostini has gained many years of experience in the
Information Technology sector at prestigious companies and consulting firms. He has managed complex projects of
transformation and technological innovation in international contexts, first at the Telecom Italia Research Center and
subsequently at Deloitte and Accenture. In 2006 he joined Accenture to cover the role of Managing Director in the
Technology Strategy & Advisory area.
BERTELLI, Lorenzo, aged 36 and Executive Director of the Company, is the Chief Marketing Officer and Head of
Corporate Social Responsibility. Please refer to the paragraph “Executive Directors” of the Directors and Senior
Management section of this Annual Report for details of his bio.
BERTONCINI, Francesca, aged 54, has been Chief Corporate Officer North Central Europe and Prada President
central Europe since December 2023. Ms. Bertoncini is primarily responsible for overseeing the Group’s operations
in the United Kingdom, Ireland, Denmark, Sweden, Norway, Germany, Austria, The Netherlands and in the Czech
Republic, where she covers several managerial roles at the Company’s subsidiaries. She joined the Group in 2001.
Until 2018, her managerial roles included product development, collection, and retail merchandising. In 2018 she was
appointed as Worldwide Prada Woman Shoes Collection/Retail Merchandising Director and from 2018 to 2019, she
worked as Senior Vice President Global Merchandising and Product Development for Stuart Weitzman in New York.
BONINI, Andrea, aged 45 and Executive Director of the Company, is the Chief Financial Officer of the Company.
Please refer to the paragraph “Executive Directors” of the Directors and Senior Management section of this Annual
Report for details of his bio.
BRINI, Giulio, aged 56, has been APAC Managing Regional Director since July 2022. He is primarily responsible for
overseeing the Group’s strategies and operations in Asian countries, coordinating with the Prada and Miu Miu brands
in order to provide cross-brand services within the local markets. He was also appointed as Outlets Division Director
in October 2017. Mr. Brini joined the Group in 1995. Before being appointed to his current position, he covered
different managerial roles in the commercial and industrial area, including Prada Retail Director and Miu Miu General
Manager. Mr. Brini obtained a degree in Economics and Banking from the University of Siena in 1993.
BUONCOMPAGNI, Fabrizio, aged 57, was appointed as Indirect Procurement and General Services Director in June
2023. Mr. Fabrizio Buoncompagni is primarily responsible for centrally managing the indirect procurement process
in terms of negotiations, the management of contracts, the technical qualification of vendors, and the loading and
monitoring of purchase orders. After obtaining a degree in Economics and Commerce from the University of Florence,
he joined the Group in 1995 in the Controlling Department, becoming Industrial Controlling Director in 2002 and
Organization Director in 2016.
CAROLA, Pablo, aged 57, has been Chief Corporate Officer Middle East since December 2023. Mr. Carola is primarily
responsible for overseeing the Group’s operations in the Middle East area, where he covers several managerial roles
at the Company’s subsidiaries. Mr. Carola obtained a degree in Business Administration at Universidad de Politecnica
de Catalunya (Spain). He joined the Group in 2011 to manage human resources of both Miu Miu and Prada stores
worldwide, and from 2013 to 2017 he was Regional Director for the Iberian Peninsula and North Africa. Prior to
joining the Group, he worked for almost twelve years as Human Resources Director at Louis Vuitton.
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CASTELLANI, Valeria, aged 51, was appointed as Head of Security in June 2022. She is primarily responsible for
ensuring the protection and security of the physical assets of the Group through actions aimed at preventing risks and
protecting the company’s physical goods. After obtaining a degree in law at the University of Bologna, Valeria
Castellani has worked in government and in the private sector, both in Italy and abroad. From 2006 to 2012 she was
Security Manager at Hilton Worldwide, before becoming Asset & Profit Protection Regional Manager at Burberry and
then Security Manager Corporate and Retail at Bottega Veneta in 2017.
CHOI, Moonyoung, aged 62, has been Chief Executive Officer Korea since 2007. She is primarily responsible for
overseeing the Group’s commercial operations in Korea. She started her career at Louis Vuitton, as the first Louis
Vuitton Store Manager in Korea (1991 – 1999). From 1999 to 2007, Ms. Choi worked at Celine Korea, LVMH Group,
first as Retail Manager and then as Country Manager for Korea.
CIABATTI, Maurizio, aged 60, was appointed as Chief Real Estate Officer in 2016. Mr. Ciabatti is primarily responsible
for overseeing the acquisition of new real estate and managing the organisation’s real estate development portfolio,
finding new potential buildings or property to develop for the Group’s portfolio and to engage in contract negotiations.
He joined the Group in 1989 in the Engineering Department, with managerial roles including Group Engineering
Director from 2006 to 2016.
D’ATTIS, Gianfranco, aged 49, was appointed as Prada Chief Executive Officer in January 2023. In his role, he is
primarily responsible for the strategic development of the Prada brand in every market. Gianfranco D’Attis holds a
bachelor’s degree from Zurich Graduate School of Business Administration and completed his education by attending
the Senior Executive Program at Columbia Business School in New York. During his career, Gianfranco D’Attis has held
a number of senior management positions, including most recently as President for Christian Dior Americas.
DULIGA, Janet, aged 58, was appointed as Chief Corporate Officer Americas in December 2023. Janet is responsible
for managing corporate functions for the Americas market, liaising with the Prada and Miu Miu brands in order to
provide cross-brand services. Ms. Duliga joined the Group in December 2023, with over 20 years of experience in
Human Resources and in law in public and private companies. She most recently served as the Chief Administrative
Officer at JOANN, Inc. and prior to that was Senior Vice President of Human Resources for Sunglass Hut & Luxury
Retail, North America, a division of Luxottica. She holds a Bachelor of Arts degree in Psychology from Pomona
College, a Masters of Arts degree in Clinical Psychology from Antioch University, a juris doctorate from the University
of San Diego School of Law, and a doctorate in Organizational Learning from the University of Pennsylvania.
GUERRA, Andrea, aged 59 and Executive Director of the Company, is the Chief Executive Officer. Please refer to the
paragraph “Executive Directors” of the Directors and Senior Management section of this Annual Report for details of
his bio.
HUET, Emmanuel, aged 47, has been Regional Director and Prada President France, Belgium, and Monte Carlo since
February 2022. He is primarily responsible for overseeing the Group’s operations in France, Belgium, and Monte
Carlo and for the development of Prada and the Miu Miu business within the local markets. His previous roles with
Louis Vuitton, included Director of La Maison Champs Elysées and General Manager of Benelux & Nordics.
MALETTO, Diego, aged 46, has been Internal Auditing Director since February 2022. He is responsible for defining
and monitoring compliance with rules, procedures, and processes within the Group. Mr. Maletto obtained a Master’s
Degree in Economics and Business from Turin University. After a career in consulting in Italy and the USA for Ernst &
Young (2006 – 2017), he became Head of Internal Audit for Italy, Greece, Albania, and Malta at Vodafone (2017 –
2020) and Audit Director at Autostrade per l’Italia (2020 – 2022).
MANZATTO, Denni, aged 40, was appointed as Church’s Chief Executive Officer in January 2022. He is responsible
for overseeing Church’s brand operations worldwide. Prior to this appointment, Mr. Manzatto was Group Commercial
and License Director with responsibility for the commercial development of the wholesale and marketplace channels
of the Prada, Miu Miu and Car Shoe brands. He directly managed the Prada wholesale channel as well as the eyewear
and fragrance licenses for both Prada and Miu Miu. He was also responsible for leading Group and brand-level
business development opportunities, strategic partnerships, and collaborations. Mr. Manzatto obtained an Executive
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Directors and Senior Management
Master’s degree in Business Administration from INSEAD and Tsinghua University in 2018. He is a Business and
Management graduate of Bocconi University (2007, 2009) and Fudan University (2009), and participated in an
exchange program with the Wharton School of the University of Pennsylvania (2006). Prior to joining the Group in
2013, Mr. Manzatto worked as an Associate at private equity firm Vision Capital and in the Investment Banking
division of Goldman Sachs.
MARSICOLA, Alessandra, aged 65, was appointed as President and CEO Japan, Guam, Saipan and Hawaii in
September 2023. She was Japan, Guam, Saipan, and Hawaii Regional Director since May 2022. She is primarily
responsible for overseeing the worldwide Prada retail functions and strategy of Prada, Miu Miu and Church’s. Ms.
Marsicola joined the Group in 1991. Before being appointed to her current position, she covered a range of different
managerial roles in the commercial area, including Prada Retail Director, Regional Director North West Europe, Retail
Development Director for Japan and Asia, Chief Executive Officer of Prada Fashion Commerce (Shanghai), Prada
Worldwide Store Operation Director and Prada Retail Director for Prada Japan. From 2006 to 2009, she worked first
as Sales Director for La Rinascente then as Asia Pacific Retail Director for Fendi.
MASSARDI, Roberto, aged 60, has been Chief Business Development Officer since May 2022. He is primarily
responsible for the Group’s strategic development through the assessment of new business opportunities. He is also
responsible for managing the Group’s eyewear and fragrances licenses. After obtaining a degree in Business
Economics from Bocconi University in Milan, Mr. Massardi covered several roles within the Pirelli Group. In 1996 he
joined the Prada Group as Business Development Director and later as General Director for Jil Sander. In 2005 he
joined Sportswear Company S.p.A. (Stone Island) as General Manager.
MENICATTI, Andrea, aged 35, was appointed as General Manager for the Marchesi Brand in February 2023. Mr.
Menicatti has held managerial positions in Italy, the USA and in the Middle East for the Boston Consulting Group,
developing growth strategies and implementing transformation programs for companies in the Food and Fashion
sectors. He began his professional career at JPMorgan and the DeA Capital group's Taste of Italy investment fund.
SANTAMARIA MAURIZIO, Rosa, aged 51, was appointed as Chief People Officer Prada Group in September 2023.
She is responsible for taking an active part in the Group’s culture and organisational evolution and for the development
of the Human Resources role within the Group. Before joining the Group, she obtained a degree in Engineering from
Sapienza University in Rome and gained experience as a Human Resources Officer at Valentino. She worked in HR at
American Express for 14 years in several senior roles, most recently as Chief Human Resources Officer Italy, Spain,
Nordics, Netherlands, Belgium, and Turkey. Her professional experience began at Ernst & Young and continued at
multinational pharmaceutical company Bristol Myers Squibb.
SCAPECCHI, Andrea, aged 53, was appointed as Store Planning and Special Projects Director in October 2024. Mr.
Scapecchi is responsible for leading the executive signoff of final store plans for new store openings and for capital
projects in existing stores, working closely with the Real Estate Director. Mr. Scapecchi obtained a degree in Mechanical
Engineering from the University of Florence. He joined the Group in 1998. His previous managerial roles in the
Engineering Area included Group Engineering Director, Asia Pacific Business Development Director in Hong Kong,
and Engineering Retail Director.
SECONDARI, Francesca, aged 47, was appointed as General Counsel and Chief Legal Officer Prada Group in May
2023. She holds a Law degree from Università di Perugia and an Executive MBA from the American University in
Cairo. She is a qualified lawyer in Italy and Spain since 2005. She trained at Studio Legale BonelliErede where she
became equity partner in 2019. Ms. Secondari has extensive experience in M&A, extraordinary finance, and in
corporate governance with a string ESG focus. She has also led major transactions in the luxury sector. For seven
years, she was based in BonelliErede’s Cairo office, heading business development for Africa and the Middle East
until July 2022. She joined Prada as acting Group General Counsel before formally taking on her current role.
SIMONS, Raf, aged 57, was appointed as Prada Co-Creative Director in April 2020, working in partnership with
Miuccia Prada Bianchi. Mr. Simons launched his own menswear label in 1995. He was creative director at Jil Sander
from 2005 to 2012, at Christian Dior from 2012 to 2015, and at Calvin Klein from 2016 to 2018. He contributes to
the brand image, to the conception, preparation, and development of Prada brand products, and in the development
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of creative strategies for marketing, advertising, and branding campaigns. Mr. Simons graduated in Industrial Design
at SHIVKV in Genk in 1991.
VIGNOLO LUTATI, Ugo Camillo Lodovico Maria, aged 46, was appointed as Chief Information Security Officer in
April 2023. Mr. Vignolo Lutati is responsible for ensuring the integrity, availability, and confidentiality of information
in accordance with the Prada Group’s business needs and information security policies. Mr. Vignolo Lutati is an ex-
partner of a leading professional services company, with experience covering managerial and international roles,
mainly in the area of governance and risk management in both IT and Finance.
WANG, Chen-Chen, aged 52, has been China General Manager since 2019. She is primarily responsible for
overseeing the Group’s commercial operations in China, where she covers several managerial roles at the Company’s
subsidiaries. She joined the Group in 2015 as Miu Miu Retail Director. Ms. Wang obtained a Master’s Degree in
Science from Auburn University. She started her career at Guilford Mills New York (1997 – 2000) before working at
SilverStream Software New York (2000 – 2002). Most recently, she was Merchandising Director at Christian Dior
China (2007 – 2015).
ZENKOVSKAYA, Vera, aged 48, has been Russian area Regional Director since 2013. Ms. Zenkovskaya is primarily
responsible for overseeing the Group’s operations in Russia and Kazakhstan, where she covers several managerial
roles at the Company’s subsidiaries. Ms. Zenkovskaya obtained a Foreign Languages Degree at the Language
University of Kazakhstan. Prior to joining the Group in 2011 as Russia Country Manager, she worked within the
beauty sector (L’Oréal, Temtrade) in marketing and retail. From 2006 to 2011, she worked in managerial roles for
Louis Vuitton in Russia and Ukraine.
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Directors and Senior Management
Company Secretary
TONG, Pui Ting Wendy, aged 40, first joined the Company as Asia Corporate Affairs Counsel in January 2013 and
was appointed as Asia Pacific Corporate Affairs Counsel and Company Secretary on December 31, 2023. Since
joining she has been involved in managing the corporate secretarial and other corporate matters, listing rules
compliance, and data privacy matters in the Asia Pacific region. Prior to joining the Company, she worked as an
associate in the corporate department of Slaughter and May, Hong Kong. She was admitted as a solicitor of Hong
Kong by the High Court of Hong Kong in 2011. Ms. Tong graduated from the University of New South Wales in Sydney
with a Bachelor of Commerce and Law degree with Distinction in 2007 and obtained the Postgraduate Certificate in
Laws with Distinction from the University of Hong Kong in 2008.
Directors'
Report
CHAPTER 5
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Directors' Report
Principal activities and business review
Prada S.p.A. (the “Company”), together with its subsidiaries (the “Group”), is a leading global luxury group active in
the design, production and distribution of high-end leather goods, footwear, ready-to-wear, accessories, and jewelry.
It also operates, under licensing agreements, in the eyewear and beauty sectors, as well as in the food and beverage
sector. Through its Directly Operated Stores network, e-commerce channels and selected e-tailers, franchise stores,
and a selected number of luxury department stores and independent retailers, the Group operates in all major
international markets worldwide.
The Company is a joint-stock company with limited liability, incorporated and domiciled in Italy. Its registered office
is at Via Antonio Fogazzaro 28, 20135 Milan (MI), Italy.
Further discussion and analysis of these activities, as required by section 388(2) and Schedule 5 to the Hong Kong
Companies Ordinance, including a review of the business of the Company, a discussion and analysis of the Group’s
performance during the year ended December 31, 2024 (the “2024 Year”), and the material factors underlying its
economic results and financial position, a description of the risks and uncertainties facing the Group, and the future
development of the business of the Company, are set out in the Financial Review section of this annual report. Details
of material events affecting the Group that have occurred since the end of the reporting period are set out in Note 44
to the 2024 Year Group’s consolidated financial statements (the “Consolidated Financial Statement”). These
discussions form part of this directors’ report (the “Directors’ Report”).
Compliance with the relevant laws and regulations
The Group has adopted specific compliance procedures aimed at ensuring compliance with all applicable laws, rules,
and regulations, in particular those that have a significant impact at a worldwide level, as the Group’s products are
distributed and sold across more than 70 countries.
A detailed analysis of the legal and regulatory risks to which the Group is exposed is set out in the paragraph headed
“Legal and regulatory risks” of the Financial Review section of this Annual Report, which forms part of this Directors’
Report.
Environmental policies and performance
The Group aims to enhance value creation for its stakeholders by combining economic profitability with employee and
customer satisfaction, respecting ethical and environmental values, and ensuring sustainability.
Environmental protection is one of the main drivers of the Group, which is being engaged in implementing and
enforcing virtuous behaviors that contribute to its sustainable growth.
Commitment to environmental protection is a key element of the Code of Ethics, which was updated in July 2022,
applied both within the Group’s organisation, by implementing staff awareness, and to the third parties working with
the Group.
An analysis of the Group’s environmental policies and performance, as well as of the relationships with the key
stakeholders (employees, customers, suppliers, and shareholders), will be included in the Group’s Sustainability
Report, which will be published at the same time of this Annual Report.
Further information on the environmental policies and performance of the Group is also set out in “The Prada Group”
section to this Annual Report.
Relationships with key stakeholders
The Group’s success also depends on the support from key stakeholders, such as employees, customers, suppliers,
and shareholders.
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Employees
The Group is built on people. The Group has always considered human capital to be the key to its competitive edge
and it makes every effort to promote and reward professional skills and teamwork, with an emphasis on results. The
employees’ enthusiasm, craft skills and intellectual curiosity are the indispensable elements that underpin the
innovation and quality of the Group’s products. The Company searches for people that can combine these outstanding
qualities with the values of the Group.
As of December 31, 2024, the Group had 15,216 employees (headcount), 42% of whom are in Italy, with women
representing 63% of the total workforce.
The Group’s remuneration policy aims to attract, reward, and retain skilled personnel and expert managers, while
bringing the interests of the management in line with the primary objective of creating value for the shareholders over
the medium and long term.
Further analysis on the value of human resources of the Group is set out in the “The Prada Group” section to this
Annual Report, while further analysis on the remuneration policy of the Group is set out in the “Corporate Governance”
section of this Annual Report, both of which form part of this Directors’ Report.
Customers
The Group is globally recognized as a trend-setter in the fashion industry.
The distinctive features and the prestige of the Group place the Group in a position to offer customers worldwide
unique products, characterized by creativity, quality, and identity. In addition, the Group believes that effective
communication with customers is crucial to build and convey an image of strong and consistent brand identity.
The result of the Group’s approach to its customers is the unique relationship between each customer and the
Group’s brands, its products, and its stores.
Suppliers
The Group regards its relationship with its suppliers, built through years of day-to-day collaboration and directed
towards continuous improvement, as fundamental to its success. The Group has a wide range of raw materials
suppliers and external manufacturers. About 92% of them are located in the European Union, the vast majority of
which are in Italy.
The Group requires that its suppliers act responsibly, and that each of them undertakes and acknowledges the
Group’s Code of Ethics, which sets forth the inalienable rights of employees, such as proper working conditions,
equal opportunities, freedom of association, health insurance coverage, and protection of the environment in the
collection of materials and during the production processes.
In order to achieve the highest quality standards, the Group has put in place procedures for the selection and retention
of its suppliers, with the aim of establishing long-term business relationships. The Group audits suppliers and their
sub-contractors to ensure their practices are compliant with the Code of Ethics.
Shareholders
One of the main corporate goals of the Group is to enhance shareholders’ value through appreciation in the share
price and by granting dividends payouts, taking into account, among other factors, the liquidity position and business
expansion needs of the Group. Details of the Group’s communication with its shareholders are set out in the
“Corporate Governance” section of this Annual Report, which forms part of this Directors’ Report.
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Directors' Report
Results and dividends
The results of the Group for the 2024 Year are set out in the Consolidated Statement of Profit and Loss.
The Board recommends the distribution of final dividends of Euro 419,647,136 (Euro 0.164 per share) for the 2024
Year.
The final dividends will be subject to the shareholders’ approval at the forthcoming shareholders’ general meeting of
the Company to be held on Wednesday, April 30, 2025.
Subject to the shareholders’ approval of the recommended final dividends, such dividends will be paid on Monday,
May 19, 2025.
The final dividend will be paid to the shareholders recorded on the Company’s shareholders register on Thursday,
May 8, 2025, only, net of Italian withholding tax, where applicable. The current rate of Italian withholding tax applied
to applicable dividend payments is equal to 26%.
Five-year financial summary
The five-year financial summary of the Group is set out in Note 41 to the Consolidated Financial Statements.
Reserves
Details of the movements in the reserves of both the Group and the Company during the 2024 Year are set out in the
Consolidated Statement of Changes in Shareholders’ Equity and in the Statement of Changes in the Company’s Equity.
Distributable reserves
As of December 31, 2024, the Company’s reserves available for distribution to the shareholders in accordance with
the Company’s by-laws amounted to Euro 2,157.4 million.
Property, plant and equipment
Details of the movements in the property, plant, and equipment of the Group during the 2024 Year are set out in Note
15 to the Consolidated Financial Statements.
Donation
Donations by the Group mainly related to charities amounted to Euro 3,754,208.
Pre-emptive rights
The Company’s by-laws do not provide for shareholders’ pre-emptive rights.
Purchase, sale or redemption of the Company’s listed securities
During the 2024 Year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the
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Company’s listed securities. The Company did not hold any treasury shares as at December 31, 2024.
Capital gains tax in Italy
Capital gains realized from the sale of securities in an Italian company by shareholders resident in Hong Kong are not
subject to taxation in Italy.
Subsidiaries
Details of the Company’s subsidiaries as at December 31, 2024, are set out in Note 42 to the Consolidated Financial
Statements.
Directors
The current Directors of the Company as of the date of this Directors’ Report are:
Executive Directors
Mr. Patrizio BERTELLI (re-elected as Executive Director and appointed as Chairman of the Board on April 24, 2024)
Mr. Paolo ZANNONI (re-elected as Executive Director and re-appointed as Executive Deputy Chairman of the Board
on April 24, 2024)
Mr. Andrea GUERRA (re-elected as Executive Director and re-appointed as Chief Executive Officer on April 24, 2024)
Ms. Miuccia PRADA BIANCHI (re-elected as Executive Director on April 24, 2024)
Mr. Andrea BONINI (Chief Financial Officer, re-elected as Executive Director on April 24, 2024)
Mr. Lorenzo BERTELLI (re-elected as Executive Director on April 24, 2024)
Independent Non-Executive Directors
Mr. Yoël ZAOUI (re-elected as Independent Non-Executive Director and re-appointed as Lead Independent Director
on April 24, 2024)
Ms. Marina Sylvia CAPROTTI (re-elected as Independent Non-Executive Director on April 24, 2024)
Ms. Pamela Yvonne CULPEPPER (re-elected as Independent Non-Executive Director on April 24, 2024)
Ms. Anna Maria RUGARLI (re-elected as Independent Non-Executive Director on April 24, 2024)
Ms. Cristiana RUELLA (elected as Independent Non-Executive Director on April 24, 2024)
Ceased Director
Mr. Maurizio CEREDA (former Independent Non-Executive Director, mandate expired on April 24, 2024)
Biographical information of Directors
A brief biography of each current Director is set out in the “Directors and Senior Management” section of this Annual Report.
Directors’ permitted indemnity
There is no permitted indemnity provision in any contract entered into by the Company or any of its associated
corporation (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)) that is or was in force
during the 2024 Year and until the date when this Directors’ Report is approved by the Board, which is required to be
disclosed under section 470 of the Hong Kong Companies Ordinance.
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Directors' Report
Management contract
No contract, other than employment contracts and directors’ service contracts, concerning the management and
administration of the whole or any substantial part of the Company’s business was entered into, or was effective,
during the 2024 Year.
Directors’ service contracts
None of the Directors of the Company has a service contract with any member of the Group that cannot be terminated
within one year without payment of compensation, other than statutory compensation.
Directors’ interests in competing business
During the 2024 Year, none of the Directors of the Company held any interest in a business that competes, or is likely
to compete, directly or indirectly, with the business of the Company or the Group.
Directors’ interests and short positions in securities
As at December 31, 2024, the Directors and their associates had the following interests in the shares, underlying
shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as
recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified
to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of
Listed Issuers (the “Model Code”) contained in Appendix C3 to the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the “Listing Rules”):
(a) Long positions in shares and underlying shares of the Company:
Name of Director
Number of Shares
Nature of Interest
Approximate
percentage
of Issued Capital
Ms. Miuccia Prada Bianchi
2,046,470,760
(Notes 1 and 2)
Interest of Controlled
corporation
80%
Mr. Patrizio Bertelli
2,046,470,760
(Notes 1 and 3)
Interest of Controlled
corporation
80%
Notes:
1.
Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company and, therefore, is the holding
company of the Company.
2.
Ms. Miuccia Prada Bianchi controls, indirectly through Ludo S.p.A., 53.8% (comprised of 438,460 ordinary
shares and 100,000 preference shares) of the capital in Bellatrix S.p.A., which in turn owns 65% (comprised of
1,650 ordinary shares and 300 preference shares) of the capital in Prada Holding S.p.A.. Ms. Miuccia Prada
Bianchi is therefore deemed under the SFO to be interested in all the shares registered in the name of Prada
Holding S.p.A.. Ms. Miuccia Prada Bianchi is also a director of Prada Holding S.p.A., Bellatrix S.p.A. and Ludo
S.p.A..
3.
Mr. Patrizio Bertelli controls, indirectly through PA BE 1 S.p.A. (“PA BE”), 35% (comprised of 750 ordinary shares
and 300 preference shares) of the capital in Prada Holding S.p.A.. Mr. Patrizio Bertelli is therefore deemed under
the SFO to be interested in all the shares registered in the name of Prada Holding S.p.A.. Mr. Patrizio Bertelli is
also a director of PA BE.
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ANNUAL REPORT
2024
The simplified shareholding chart below illustrates the interests of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli
in the shares of the Company as at December 31, 2024:
100%
35%
65%
53.8%
100%
80%
PATRIZIO BERTELLI
MIUCCIA PRADA
BIANCHI
LUDO S.p.A.
BELLATRIX S.p.A.
PA BE 1 S.p.A.
PRADA HOLDING S.p.A.
PRADA S.p.A.
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Directors' Report
(b) Long positions in shares and underlying shares of associated corporations:
Name of Director
Name of associated corporations
Class of shares
Number of
Shares
Nature of interest
Approximate
percentage
of interests
Ms. Miuccia Prada Bianchi
Prada Holding S.p.A.
Ordinary Shares
1,650
Controlled Corporation
68.75%
Prada Holding S.p.A.
Preference Shares
300
As above
50%
MFH Munich Fashion Holding GmbH
Registered Share
1
As above
100%
Bellatrix S.p.A.
Ordinary Shares
438,460
As above
49.83%
Bellatrix S.p.A.
Preference Shares
100,000
As above
83.34%
Ludo S.p.A.
Class A shares
5,066,000
Beneficial Owner
100%
Ludo S.p.A.
Class B shares
4,965,100
Beneficial Owner
100%
Ludo S.p.A.
Class C shares
10
Ownership
100%
PH-RE Llc
Capital Contribution (JPY)
1,000,000
Controlled Corporation
100%
Prada Re S.r.l.
Participation Quota (Euro)
1
As above
100%
FINANZIARIA E DI PARTECIPA
ZIONI S.A.S. DI PRADA RE S.r.l.
Limited Partnership
0
As above
80%
Immobiliare Rivalsa S.p.A.
Ordinary shares
104,000
As above
100%
Prada RE Holding USA, Llc
Membership interest
0
As above
100%
720 Fifth USA, Llc
Membership interest
0
As above
100%
Mr. Patrizio Bertelli
Prada Holding S.p.A.
Ordinary Shares
750
Controlled Corporation
31.25%
Prada Holding S.p.A.
Preference Shares
300
As above
50%
MFH Munich Fashion Holding GmbH
Registered Share
1
As above
100%
PH-RE Llc
Capital Contribution (JPY)
1,000,000
As above
100%
Prada Re S.r.l.
Participation Quota (Euro)
1
As above
100%
FINANZIARIA E DI PARTECIPA
ZIONI S.A.S. DI PRADA RE S.r.l.
Limited Partnership
0
As above
80%
Immobiliare Rivalsa S.p.A.
Ordinary shares
104,000
As above
100%
Prada RE Holding USA, Llc
Membership interest
0
As above
100%
720 Fifth USA, Llc
Membership interest
0
As above
100%
Save as disclosed above, as of December 31, 2024, none of the Directors of the Company or their associates had any
interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated
corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept by the
Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange under the
Model Code.
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ANNUAL REPORT
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Substantial shareholders’ interests and short positions in securities
As of December 31, 2024, other than the interests of the Directors of the Company as disclosed above, the following
persons held interests or short positions in the shares or underlying shares of the Company which were recorded in
the register required to be kept by the Company under Section 336 of the SFO:
Name of Shareholder
Capacity
Number of Shares
Approximate
percentage
of Issued Capital
Long Positions
Prada Holding S.p.A.
Legal and beneficial
owner
2,046,470,760
80%
Bellatrix S.p.A.
Interest of controlled
corporation
2,046,470,760
80%
Ludo S.p.A.
Interest of controlled
corporation
2,046,470,760
80%
PA BE 1 S.p.A.
Interest of controlled
corporation
2,046,470,760
80%
Note:
Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company. As Ludo S.p.A. owns 53.8% of
Bellatrix S.p.A., which in turn owns 65% of Prada Holding S.p.A. and PA BE 1 S.p.A. owns 35% of Prada Holding
S.p.A., Bellatrix S.p.A., Ludo S.p.A. and PA BE 1 S.p.A. are all deemed to be interested in the 2,046,470,760 shares
of the Company held by Prada Holding S.p.A..
Share capital
Details of the share capital of the Company during the 2024 Year are set out in the Consolidated Statement of
Changes in Shareholders’ Equity and Note 30 to the Consolidated Financial Statements.
Directors’ interests in transactions, arrangements and contracts
Save for those contracts disclosed under the section on Continuing Connected Transactions below, and in Note 40, Related
Parties Transactions, and Note 39, Remuneration of the Board of Directors, to the Consolidated Financial Statements, no
transaction, arrangement, or contract of significance to the Group’s business was entered into or subsisted at any time during
the 2024 Year in which the direct or indirect interest of a Director, or an entity connected with a Director, was material.
During the 2024 Year, there were no arrangements to which the Company, or any of the Company’s subsidiaries or holding
companies or a subsidiary of any of the Company’s holding companies is a party, to enable the Directors of the Company to
acquire benefits by means of the acquisition of shares in, or debentures of, the Company.
Issuance of debt securities
Neither the Company, nor any members of the Group, issued any debt securities during the 2024 Year.
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Directors' Report
Continuing connected transactions
During the 2024 Year, the Group had the following non-exempt continuing connected transactions, details of which
were disclosed in the Company’s announcements dated July 15, 2015, and May 26, 2017, respectively:
(a) Lease Agreement and Guarantee for Prada Aoyama Building in Japan
On July 15, 2015, PH-RE Llc purchased a building in Minami-Aoyama, Tokyo, Japan (the “Aoyama Building”). Prada
Japan Co. Ltd (“Prada Japan”), a wholly owned subsidiary of the Company, has been leasing the Aoyama Building for
use as its flagship store in Tokyo since 2004.
On May 25, 2015, Prada Japan, as lessee, and the former lessor, renewed the lease of the Aoyama Building by
entering into a lease agreement for a term of 20 years (the “Lease Agreement”). On the same date, the Company
granted a guarantee in favour of the former lessor to guarantee the full compliance by Prada Japan with all its
obligations under the Lease Agreement (the “Guarantee”).
As a result of the purchase of the Aoyama Building, PH-RE Llc, a connected person of the Company, has become the
lessor under the Lease Agreement and the beneficiary of the Guarantee granted by the Company in favour of the
former lessor. Accordingly, the Lease Agreement and the Guarantee, which were continuing transactions of the
Group, have become continuing connected transactions of the Group under Chapter 14A of the Listing Rules.
On April 28, 2017, PH-RE Llc, which was previously a wholly owned subsidiary of PA BE 1 S.p.A. (formerly known as
“PA BE 1 S.r.l.”), became a wholly owned subsidiary of Prada Holding S.p.A., a substantial shareholder of the
Company. Both Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli – Executive Directors and substantial shareholders
(as defined in the Listing Rules) of the Company – are indirect shareholders of Prada Holding S.p.A..
As a consequence of this transaction, the Lease Agreement and the Guarantee remained as subsequent continuing
connected transaction of the Group with no variation of their terms.
The annual cap for the 2024 Year for the rent paid to PH-RE Llc, or accrued by the Company in accordance with
applicable accounting rules, under the Lease Agreement and the Guarantee was JPY 2,040,703,000, as disclosed in
the Company’s announcement dated May 26, 2017.
(b) Lease Agreement and Guarantee for Miu Miu Aoyama Building in Japan
On May 26, 2017, PH-RE Llc purchased a building in Minami-Aoyama, Tokyo, Japan (the “MM Aoyama Building”).
Prada Japan has been leasing the MM Aoyama Building for use as flagship store for the Miu Miu brand in Tokyo since
2015 under a lease agreement entered into with the former owner of the MM Aoyama Building (the “MM Lease
Agreement”). In the context of the MM Lease Agreement, the Company granted a guarantee in favour of the former
owner to guarantee the full compliance by Prada Japan with of all its obligations under the MM Lease Agreement (the
“MM Guarantee”).
As a result of the purchase of the MM Aoyama Building, PH-RE Llc has become the lessor under the MM Lease
Agreement and the beneficiary of the MM Guarantee granted by the Company in favour of the former owner.
PH-RE Llc is a wholly owned subsidiary of Prada Holding S.p.A., a substantial shareholder (as defined in the Listing
Rules) of the Company. Both Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli - Executive Directors and substantial
shareholders (as defined in the Listing Rules) of the Company – are indirect shareholders of Prada Holding S.p.A..
In this context, the MM Lease Agreement and the MM Guarantee, being continuing transactions of the Group, have
become subsequent continuing connected transactions of the Group under Chapter 14A of the Listing Rules.
The annual cap for the 2024 Year for the rent paid to PH-RE Llc, or accrued by the Company in accordance with
applicable accounting rules, under the MM Lease Agreement and the MM Guarantee was JPY 630,000,000, as
disclosed in the Company’s announcement dated May 26, 2017.
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ANNUAL REPORT
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Below is a table setting out the aggregate value for each of the non-exempt continuing connected transactions for the
2024 Year:
Continuing
Connected
Transaction
(“CCT”)
Accounting adjustment
to the CCT following
the application of IAS 1
“Presentation of
Financial Statements”
Impact on
the profit or loss for
the year ended
December 31, 2024
(a) Lease Agreement and Guarantee for Prada Aoyama Building
Japanese Yen
million
Japanese Yen
million
Japanese Yen
million
Depreciation of the right of use assets and interest expenses
on lease liabilities
2,040.7
57.2
2,097.9
(b) Lease Agreement and Guarantee for Miu Miu Aoyama Building
Japanese Yen
million
Japanese Yen
million
Japanese Yen
million
Depreciation of the right of use assets and interest expenses
on lease liabilities
630
(27.5)
602.5
The Independent Non-Executive Directors have reviewed the above non-exempt continuing connected transactions
and confirmed that these have been entered into:
(i)
in the ordinary and usual course of business of the Group;
(ii)
on normal commercial terms or better; and
(iii) according to the agreements governing them, on terms that are fair and reasonable, and in the interests of the
shareholders of the Company as a whole.
The Directors of the Company have engaged the External Auditor to review the above non-exempt continuing
connected transactions. Based on the work performed, the External Auditor has provided a letter to the Directors of
the Company to confirm that nothing has come to its attention causing them to believe that the continuing connected
transactions:
(i)
have not been approved by the Company’s Board of Directors;
(ii)
were not, in all material respects, in accordance with the pricing policies of the Group, if the transaction involved
the provision of goods or services by the Group;
(iii) were not entered into, in all material respects, in accordance with the terms of the relevant agreements governing
such transactions; and
(iv) have exceeded the relevant annual cap.
Save as disclosed above, none of the transactions disclosed as related party transaction in Note 40 to the Consolidated
Financial Statements is a connected transaction or continuing connected transaction, which is subject to the reporting
or disclosure requirements under the Listing Rules. The Company has complied with the disclosure requirements
governing “connected transactions” or “continuing connected transactions” in accordance with Chapter 14A of the
Listing Rules.
Bank loans and other borrowings
Details of the Group’s bank loans and other borrowings as at December 31, 2024 are set out in Notes 21 and 26 to
the Consolidated Financial Statements.
Major customers and suppliers
The nature of the Group’s activities is such that the percentage of sales or purchases attributable to the Group’s five
largest customers or suppliers is less than 30% of the total sales or purchases, and the Directors do not consider any
customer or supplier to have an influence on the Group.
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Directors' Report
Retirement benefit schemes
Details of the retirement benefit schemes of the Group are set out in Note 27 to the Consolidated Financial Statements.
Model Code for securities transactions
The Company has adopted the Model Code. Having made specific enquiries to all Directors, all of them have confirmed
that they have complied with the standard set out in the Model Code throughout the 2024 Year.
Events after the reporting period – if applicable
Details of significant events occurring after the reporting date – if any – are set out in Note 44 to the Consolidated
Financial Statements.
Commitments and contingencies
Details of capital commitments and contingent liabilities of the Group as at December 31, 2024 are set out in Note 28
to the Consolidated Financial Statements.
Sufficiency of public float
At the time the Company was listed, the Stock Exchange granted a waiver from strict compliance with Rule 8.08(1) of
the Listing Rules (the “Public Float Waiver”). Pursuant to the Public Float Waiver, the Company must at all times
maintain a minimum public float of 20%. Based on the information available to the Company and within the knowledge
of the Directors, the Company has maintained such minimum public float as at the date of this annual report.
Directors’ responsibilities for the Consolidated financial statements
The Directors are responsible for the preparation of the Consolidated Financial Statements for the year ended
December 31, 2024, to ensure such Consolidated Financial Statements give a true and fair view of the state of affairs
of the Group. In preparing these Consolidated Financial Statements, the Directors have selected suitable accounting
policies, made judgments and estimates that are prudent and reasonable, and prepared the Consolidated Financial
Statements on a going concern basis and in accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board as adopted by the European Union. The Directors are responsible for
keeping proper accounting records for safeguarding the assets of the Company and the Group.
External Auditor
The Consolidated Financial Statements and the Separate financial statements of the Company are audited by Deloitte
& Touche S.p.A.. Under Italian company law, the external auditor is appointed, and its remuneration is resolved every
three years by the shareholders’ general meeting of the Company, on the basis of a proposal made by the Board of
Statutory Auditors.
On April 13, 2012, the Stock Exchange granted to the Company a waiver from strict compliance with Rule 13.88 of
the Listing Rules, which requires the appointment of an external auditor at each annual general meeting to hold office
until the next annual general meeting. Therefore, the Company’s external auditor is appointed, and its remuneration
is determined, every three years at the shareholders’ general meeting of the Company under the applicable Italian
laws.
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On January 23, 2025, the Board resolved, in accordance with the recommendations received from the Board of
Statutory Auditors and the Audit and Risk Committee, to propose a resolution at the shareholders’ general meeting
of the Company on April 30, 2025 (the “2025 AGM”) to appoint KPMG S.p.A. as the External Auditor of the Company
for the three financial years ending December 31, 2025 to December 31, 2027, and to fix its remuneration.
By order of the Board
Paolo Zannoni
Executive Deputy Chairman
Milan (Italy), March 4, 2025
Corporate Governance
CHAPTER 6
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Corporate governance practices
The Company is committed to maintaining the highest standards of corporate governance to create long-term
sustainable value for all its stakeholders, including its shareholders.
The corporate governance model adopted by the Company consists of a set of rules, standards and structured
procedures aimed at establishing efficient and transparent operations within the Group, to protect the rights of the
Company’s shareholders, to enhance shareholder value and to uphold the Group’s credibility and reputation. The
corporate governance model adopted by the Company complies with the applicable laws and regulations in Italy,
where the Company is incorporated, as well as with the principles set out in the Corporate Governance Code (the
“Code”) in Appendix C1 of the Listing Rules.
Compliance with the Code
The Board has reviewed the Company’s corporate governance practices and it is satisfied that such practices have
complied with the code provisions set out in the Code, for the year ended December 31, 2024 (the “2024 Year”), save
for Code Provision F.2.2, as Mr. Patrizio Bertelli (Chairman of the Board) was not able to attend the annual general
meeting of the Company held on April 24, 2024 (the “2024 AGM”) due to other business commitments. In his
absence, Mr. Paolo Zannoni (Executive Deputy Chairman of the Board) assumed the Chairman’s role and duties at the
2024 AGM, ensuring the meeting proceeded smoothly with effective communication with the shareholders. This
Corporate Governance Section of this Annual Report summarizes how the Company applied the principles and
implemented the code provisions contained in the Code for the 2024 Year.
Directors’ securities transactions
The Company has adopted a written procedure governing Directors’ securities transactions on terms no less exacting
than those set out in the Model Code. In response to specific enquiries by the Company, all Directors confirmed that
they complied with the required standard set out in the Model Code and the Company’s procedure at all applicable
times during the 2024 Year. There were no incidents of non-compliance during the 2024 Year.
The Company has also adopted a written procedure governing securities transactions carried out by the relevant
employees who are likely to possess inside information in relation to the Company and its securities. This procedure
is on terms no less exacting than those set out in the Model Code.
Directors’ interests as at December 31, 2024, in the shares of the Company and its associated corporations (within
the meaning of Part XV of the SFO), as recorded in the register required to be kept by the Company under Section
352 of the SFO, or as otherwise notified to the Company and the Stock Exchange, pursuant to the Model Code
contained in Appendix C3 of the Listing Rules, are set out in the Directors’ Report.
Board of Directors
A. Board Composition
The Board is currently made up of eleven Directors – six Executive Directors and five Independent Non-Executive
Directors. The Board has an appropriate mix of skills and experience that is relevant to the Company’s strategy,
governance, and business, and underpins its management effectiveness and efficiency. Its approach to achieving
diversity is set out in the Board Diversity Policy, which is discussed in more detail in the paragraph headed Nomination
Committee. Currently female representation at Board level is about 45%. Gender diversity at workforce levels is
disclosed in this Annual Report and gender diversity (including Senior Management) is disclosed in the Sustainability
Report. The Board believes that diversity should not be limited to gender.
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Corporate Governance
The table below shows the structure, skill sets, expertise, and competencies of the Board:
Committees
Skills and Expertise
Directors
Age
Gender
Ethnicity *
ED / INED
Audit and Risk
Remuneration
Nomination
Sustainability
Business Management
Strategic Planning &
Risk Management
Financial Reporting /
Banking
Legal / ESG
Related Industry
Knowledge / Experience
Mr. Patrizio BERTELLI (Chairman of the Board)
78
M
I
ED
x
x
x
Mr. Paolo ZANNONI (Executive Deputy Chairman of the
Board)
76
M
I
ED
x
x
x
x
x
Mr. Andrea GUERRA (Chief Executive Officer)
59
M
I
ED
x
x
x
Ms. Miuccia PRADA BIANCHI
76
F
I
ED
x
x
x
Mr. Andrea BONINI (Chief Financial Officer)
45
M
I
ED
x
x
x
x
Mr. Lorenzo BERTELLI
36
M
I
ED
x
x
x
x
x
x
Mr. Yoël ZAOUI (Lead Independent Director)
64
M
NI
INED
x
x
x
x
x
x
Ms. Marina Sylvia CAPROTTI
47
F
I
INED
x
x
x
x
Ms. Pamela Yvonne CULPEPPER
60
F
NI
INED
x
x
x
x
x
x
Ms. Anna Maria RUGARLI
52
F
I
INED
x
x
x
x
x
x
x
Ms. Cristiana RUELLA
62
F
I
INED
x
x
x
x
x
x
* I refers to Italian and NI refers to Non-Italian
Biographical details of the Directors and their relationships, where applicable, are set out in the Directors and Senior
Management section of this Annual Report. The Company has maintained both on its own website and on the website
of the Stock Exchange an updated list of its Directors, identifying their respective roles and functions.
B. Board Meetings
During the 2024 Year, the Board held six meetings to discuss the Group’s overall corporate strategic direction and
objectives, assess its operational and financial performance (including the annual budget and the annual, interim and
quarterly results), and approve the Group’s main investments, extraordinary transactions, appointment of the Chief
Executive Officer, the Executive Deputy Chairman and the Lead Independent Director, granting of powers to the
Executive Directors, remuneration of Directors vested with special offices, including the Board Committees members,
the adoption and updating of Group policies, and the approval of the 2024 Year Audit Plan and the Sustainability
Report, and connected transactions. The average attendance rate of the Directors for these six meetings, held both
in presence and through electronic means, was 87.88%.
Minutes of the Board meetings are kept by the Corporate Affairs Department. Minutes of the Board meetings and all
Board Committees meetings are sent to the relevant Directors and are available for inspection by any Director by
giving reasonable notice to the Company.
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C. Board Attendance
The details of attendance at Board meetings, Board Committees meetings and shareholders’ general meeting held
during the 2024 Year are set out in the following table:
Directors
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Sustainability
Committee
Shareholders’
Meeting
Executive Directors
Mr. Patrizio BERTELLI
(Chairman)
5/6
0/1
Mr. Paolo ZANNONI
(Executive Deputy Chairman)
6/6
3/3
1/1
Mr. Andrea GUERRA
(Chief Executive Officer)
6/6
1/1
Ms. Miuccia PRADA BIANCHI
3/6
0/1
Mr. Andrea BONINI
(Chief Financial Officer)
6/6
1/1
Mr. Lorenzo BERTELLI
6/6
0/2
5/5
1/1
Independent Non-Executive Directors
Mr. Yoël ZAOUI
(Lead Independent Director) 1
5/6
8/9
3/3
1/1
Ms. Marina Sylvia CAPROTTI
4/6
3/4
2/2
2/2
0/1
Ms. Pamela Yvonne CULPEPPER 2
6/6
5/5
1/1
Ms. Anna Maria RUGARLI 3
5/6
4/5
1/1
5/5
1/1
Ms. Cristiana RUELLA 4
4/4
5/5
-
-
Statutory Auditors
Mr. Roberto SPADA (Chairman)
6/6
0/1
Ms. Maria Luisa MOSCONI
4/4
-
Ms. Patrizia ARIENTI
4/4
-
Dates of the Meetings
Jan 25, 2024
Jan 22, 2024
Mar 5, 2024
Feb 20, 2024
Jan 31, 2024
Apr 24, 2024
Mar 7, 2024
Feb 27, 2024
Apr 24, 2024
Mar 5, 2024
Feb 29, 2024
April 24, 2024
Mar 4, 2024
July 9, 2024
Jul 11, 2024
Jul 30, 2024
Apr 22, 2024
Oct 8, 2024
Oct 30, 2024
Jul 15, 2024
Dec 12, 2024
Dec 19, 2024
Jul 29, 2024
Oct 28, 2024
Nov 26, 2024
Dec 16, 2024
Average Attendance Rate of the Directors
87.88%
88.89%
100%
66.67%
100%
72.72%
Notes:
1.
Chairman of the Audit and Risk Committee
2.
Chairwoman of the Sustainability Committee
3.
Chairwoman of the Remuneration Committee
4.
Chairwoman of the Nomination Committee
* Mr. Maurizio CEREDA, former member of the Board (2/2 Board attendance and 1/1 Shareholders’ Meeting attendance); former Chairman of
the Nomination Committee (2/2 attendance); former Member of the Audit and Risk Committee (4/ 4 attendance)
* Mr. Antonino PARISI, former Chairman of the Board of Statutory Auditors (2/2 attendance at the Board meetings)
* Mr. David TERRACINA, former member of the Board of Statutory Auditors (2/2 attendance at the Board meetings)
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Corporate Governance
D. Roles and Responsibilities
The Board is the highest decision-making body of the Company vested with the power to manage all ordinary and
extraordinary matters of the Company. The Board has the power to perform all acts it deems necessary or useful in the
pursuit of the Company’s corporate purposes, except for those acts specifically reserved for approval by the shareholders
by relevant laws or regulations or the By-laws. In particular, the Board is responsible for setting the overall strategy, as
well as reviewing the operational and financial performance of the Company and the Group. Therefore, the Board
considers and decides on all matters concerning the overall Group strategy, including the sustainability strategy, the
Group’s strategic objectives, annual budgets, annual, interim, and quarterly results, approval of major transactions,
connected transactions, and any other significant operational and financial matters. The Board is also responsible for
evaluating on an ongoing basis the effectiveness of the internal control and risk management system.
Among the Directors, some, upon the decision of the Board, are granted with specific delegated powers and with power
to sub-delegate their powers to selected personnel outside the Board. To this respect, the Company has adopted a
system of delegated powers and powers of attorney aimed at ensuring the segregation of duties and the efficient and
regular performance of the activities in accordance with the procedures adopted by the Company itself.
During the 2024 Year, all Board members were provided with monthly financial updates, prepared by the Executive
Directors with the support of the management. The purpose of such updates was to provide a balanced and comprehensive
assessment of the performance, position, and prospects of the Group in sufficient detail, in order to enable each Director
to perform his/her duties.
The Board believes that corporate culture underpins the long-term business, economic success, and sustainable growth
of the Group. The Board sets and promotes company culture and expects and requires employees to follow the Group’s
procedures and policies. For details, please refer to the Directors’ Report and the Sustainability Report.
The Executive Directors are responsible for the day-to-day management of the Company and to make operational and
business decisions within the control and delegated powers framework of the Company.
The types of decisions delegated by the Board to the management include:
―
the preparation of annual, interim, and quarterly results for the Board’s approval;
―
the execution of business strategies and other initiatives adopted by the Board;
―
the monitoring of operating budgets adopted by the Board;
―
the design, implementation and monitoring of the internal control and risk management system; and
―
the compliance with relevant statutory requirements, rules and regulations.
E. Independent Non-executive Directors
The Independent Non-Executive Directors provide the Company with diversified skills, expertise, and qualifications as
well as varied backgrounds and perspectives. They participate in the Board and Board Committees meetings to
provide independent and objective opinions, advice and judgment on important matters relating to the Company’s
strategy, policy, financial performance, and take the lead on matters where conflicts of interests may arise. The Board
also reviews on an annual basis the implementation and effectiveness of the mechanisms established to ensure
independent views and input are available to the Board. They also attend the shareholders’ general meetings of the
Company to understand the views of the shareholders. They make a positive contribution to the development of the
Company’s strategy and policy through independent, constructive, and informed comments.
The Independent Non-Executive Directors enhance the effectiveness and decision-making of the Board by providing
objective judgement and constructive challenge. Their independence is assessed upon appointment, annually, and
whenever the circumstances warrant reconsideration.
All the Independent Non-Executive Directors meet the independence guidelines set out in Rule 3.13 of the Listing
Rules and have, as required by the Listing Rules, provided the Company with the written confirmations as to their
independence. The independence of the Independent Non-Executive Directors was further confirmed following the
review by the Nomination Committee conducted on February 4, 2025. None of the Independent Non-Executive
Directors of the Company has any business or financial interest in the Company or its subsidiaries.
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F. Liability Insurance for the Directors
The Company has arranged appropriate liability insurance to indemnify its Directors for their liabilities arising out of
corporate activities. The insurance coverage is reviewed on an annual basis.
G. Directors’ Training
Upon appointment to the Board, Directors are provided with a comprehensive induction program to ensure that they
have a thorough understanding of the key areas of business operations and practices of the Company, as well as their
role and responsibilities under the relevant laws, rules, and regulations.
During the 2024 Year, Mr. Patrizio Bertelli, Mr. Paolo Zannoni, Ms. Miuccia Prada Bianchi, Mr. Andrea Guerra, Mr.
Lorenzo Bertelli, Mr. Andrea Bonini, Mr. Yoël Zaoui, Ms. Marina Sylvia Caprotti, Ms. Pamela Yvonne Culpepper, Ms.
Anna Maria Rugarli, and Ms. Cristiana Ruella participated in training provided by Company on business updates and
sector’s developments. The Directors also received updates on the development of the laws, rules and/or regulations
relating to Directors’ duties and responsibilities to develop and refresh their knowledge and skills, including the
proposed amendments on corporate governance rules and related Listing Rules. Ongoing training helps Directors
keep abreast of current trends and issues facing the Group, while enabling them to update and refresh their skills and
knowledge necessary to perform their duties. As the mandate of Mr. Maurizio Cereda expired as Independent Non-
Executive Director on April 24, 2024, he did not participate in the director’s training provided by the Company during
the 2024 Year.
Directors were required to provide the Company with their training records during the 2024 Year. The records are
maintained by the Corporate Affairs Department.
Chairman and Chief Executive Officer
At the 2024 AGM, Mr. Patrizio Bertelli was appointed as the Chairman of the Board. On the same date, the Board
appointed Mr. Andrea Guerra as Chief Executive Officer, granting him with the relevant delegated powers. The role
of the Chairman is separate from that of the Chief Executive Officer. The Chairman is vested with the powers to
represent the Company and provides leadership to the Board. He is responsible for ensuring that the Board is
functioning effectively and adheres to good corporate governance practices and procedures. The Chief Executive
Officer, supported by the other Executive Directors and senior management, is responsible for managing the
Company’s business, including the implementation of major strategies and other initiatives adopted by the Board.
Relationships between Directors
Ms. Miuccia Prada Bianchi (Executive Director of the Company) and Mr. Patrizio Bertelli (Chairman of the Board and
Executive Director of the Company) are husband and wife. Mr. Lorenzo Bertelli (Executive Director of the Company)
is the son of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli.
Appointment of the Board members
At the 2024 AGM, the Board (consisting of eleven Directors) was appointed for a term of three financial years. The
mandate of all the current Directors will lapse on the date of the shareholders’ general meeting called to approve the
financial statements of the Company for the year ending December 31, 2026. Under the Company’s By-laws, the
Directors may be re-appointed.
On April 9, 2024, Ms. Cristiana Ruella obtained legal advice as regards the requirements under the Listing Rules that
are applicable to her as a director of a listed issuer and the possible consequences of making a false declaration or
giving false information to the Stock Exchange and has confirmed she understood her obligations as a director of a
listed issuer.
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The mandate of Mr. Maurizio Cereda as an Independent Non-Executive Director expired on April 24, 2024.
Corporate Governance Functions of the Board
The Board is responsible for determining and supervising the implementation of the Company’s corporate governance
policies and ensuring its compliance with the provisions of the Code. The Board’s role in this regard is:
(i)
to develop and review the Company’s policies and practices on corporate governance;
(ii)
to review and monitor the training and continuous professional development of Directors and senior management;
(iii) to review and monitor the Company’s policies and practices regarding compliance with legal and regulatory
requirements;
(iv) to develop, review and monitor the Code of Ethics, the Organisation, Management and Control Model (adopted
pursuant to Italian Legislative Decree no. 231 of June 8, 2001) and the Company’s procedures applicable to
directors and employees;
(v)
to review relevant Environmental, Social and Governance (“ESG”) matters;
(vi) to review the Company’s compliance with the Code and the disclosure of such in this Corporate Governance
Section of this Annual Report; and
(vii) to perform any other corporate governance duties and functions set out by the Listing Rules or other applicable
rules, for which the Board shall be responsible.
During the 2024 Year, the Board completed the following activities with respect to corporate governance matters:
(i)
approved the appointment of the Chief Executive Officer, the Executive Deputy Chairman, and the Lead
Independent Director;
(ii)
approved the granting of powers to the Executive Directors;
(iii) approved the composition of the Board Committees and appointed the members of the same;
(iv) approved the remuneration of Directors vested with special offices, including the members of the Board
Committees;
(v)
approved the appointment of the members of the Supervisory Body (Organismo di Vigilanza), including its
Chairwoman;
(vi) reviewed the level of compliance with the Code;
(vii) reviewed the effectiveness of the internal control, risk management system and ESG performance of the
Company through the Internal Audit Department, the Audit and Risk Committee, and the Sustainability
Committee;
(viii) reviewed and approved the Sustainability Report;
(ix) approved the Group’s main transactions, including connected transactions, and extraordinary transactions with
third parties;
(x)
reviewed and/or approved the updated versions of the Connected Transaction Policy, Disclosure Policy, Board
Diversity Policy (including review of its implementation and effectiveness), Dividend Policy, and Director
Nomination Policy;
(xi) adopted the Notifiable Transactions Policy; and
(xii) approved the compliance with the new Rule 2.07 of the Listing Rules and reviewed the Shareholders
Communication Policy accordingly.
Board Committees
The Board has established the Audit and Risk Committee, the Remuneration Committee, the Nomination Committee, and
the Sustainability Committee, each chaired by an Independent Non-Executive Director, in compliance with the Code. The
Terms of Reference and membership of the first three Board Committees are published on the websites of both the
Company and the Stock Exchange. The Terms of Reference of the Board Committees are no less exacting than those set
out in the Code. The Board Committees are provided with sufficient resources to perform their duties and upon reasonable
request, are able to seek independent professional advice in appropriate circumstances at the Company’s expense.
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A. Audit and Risk Committee
The Company has established an Audit and Risk Committee in compliance with Rule 3.21 of the Listing Rules, where at
least one member possesses related financial management expertise to perform the duties of the Audit and Risk
Committee. The current members of the Audit and Risk Committee were appointed by the Board on April 24, 2024, and
consist of three Independent Non-Executive Directors, namely Mr. Yoël Zaoui (Chairman, appointed on July 15, 2024),
Ms. Cristiana Ruella and Ms. Anna Maria Rugarli. The former members of the Audit and Risk Committee, whose mandate
elapsed on April 24, 2024, were also three Independent Non-Executive Directors, namely Mr. Yoël Zaoui (Chairman),
Ms. Marina Sylvia Caprotti and Mr. Maurizio Cereda.
The primary duties of the Audit and Risk Committee are to assist the Board in providing an independent view on the
independence, adequacy, effectiveness and efficiency of the internal audit function, the Company’s financial reporting
process and its internal control and risk management system, to oversee the external audit process, the internal audit
process and financial controls activity, to implement the Company’s risk management functions, to examine the work
plan of internal audit, to review the relationship with the External Auditor by reference to the work performed by the
External Auditor, as well as their independence, fees and terms of engagement, and to perform any other duties and
responsibilities assigned to it by the Board.
During the 2024 Year, the Audit and Risk Committee held nine meetings on January 22, February 27, March 4, April 22,
July 15, July 29, October 28, November 26, and December 16 (with an average attendance rate of 88.89%) mainly to
review, with senior management, Internal Audit Department, External Auditor and Board of Statutory Auditors, the
significant internal and external audit findings and financial matters as required under the Audit and Risk Committee’s
Terms of Reference and to make relevant recommendations to the Board. The Audit and Risk Committee’s review
covered, inter alia, the audit plan for the 2024 Year, the findings of both the Internal Audit Department and the External
Auditor reporting activities, internal controls and audit activities over the supply chain, risk assessment, annual review
of the continuing connected transactions of the Group for 2023, the Group budget for the 2024 Year, the Sustainability
Report for the year ended December 31, 2023, connected transactions and extraordinary transactions with third parties,
Group policies, the selection process for the new External Auditor to be appointed by the shareholders’ meeting for the
three-year period 2025-2027, the methodology applied to the impairment test, tax and legal updates and financial
reporting matters (including the annual results for the year ended December 31, 2023, the interim financial results for
the six months ended June 30, 2024, and the quarterly results for the three months ended March 31, 2024, and the nine
months ended September 30, 2024, respectively), before recommending them to the Board for approval.
In 2025, the Audit and Risk Committee also held three meetings – on January 20, 2025, February 10, 2025, and
February 28, 2025 – to examine and recommend to the Board the approval of the 2025 Group budget, to review
connected transactions and extraordinary transactions with third parties, to give updates on the selection process for
the new External Auditor to be appointed by the shareholders’ meeting for the three-year period 2025-2027 and
recommend it to the Board, to discuss the audit activities on the 2024 Separate Financial Statements and Annual Report
of the Company presented by Deloitte & Touche S.p.A., to evaluate the methodology applied to the impairment test, to
discuss the status of the major pending litigations, including tax litigations, of the Group, to have an update on the
internal audit and risk management activities, and to review, for the 2024 Year, the annual results, the Sustainability
Report, the continuing connected transactions, and the Internal Audit Department and Audit and Risk Committee
reports.
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Corporate Governance
External Auditor’s compensation
The total fees and expenses accrued in favor of Deloitte & Touche S.p.A. and its network for the audit of the financial
statements for the 2024 Year and for the year ended December 31, 2023, together with non-audit services, are
illustrated below (amounts in thousands of Euros):
Type of service
Audit Firm
Provided to
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Audit services
Deloitte & Touche S.p.A.
Prada S.p.A.
550
514
Audit services
Deloitte & Touche S.p.A.
Subsidiaries
229
227
Audit services
Deloitte Network
Subsidiaries
1,017
967
Total audit fees to Deloitte Network
1,796
1,708
Other advisory services
Deloitte Network
Prada S.p.A.
150
756
Other advisory services
Deloitte Network
Subsidiaries
90
111
Total non-audit fees to Deloitte Network
240
867
Total compensation to Deloitte Network
2,036
2,575
B. Remuneration Committee
The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company’s
policy and structure for the remuneration package of Directors and senior management and the establishment of a
formal and transparent procedure for developing policies on such remuneration. The recommendations of the
Remuneration Committee are then submitted to the Board for consideration and adoption, where appropriate.
The current members of the Remuneration Committee were appointed by the Board on April 24, 2024, and consist
of two Independent Non-Executive Directors, Ms. Anna Maria Rugarli (Chairwoman, appointed on April 24, 2024)
and Mr. Yoël Zaoui, and the Executive Deputy Chairman and Executive Director, Mr. Paolo Zannoni. The former
members of the Remuneration Committee, whose mandate elapsed on April 24, 2024, were also two Independent
Non-Executive Directors, Ms. Marina Sylvia Caprotti (Chairwoman) and Mr. Yoël Zaoui, and the Executive Deputy
Chairman and Executive Director, Mr. Paolo Zannoni.
During the 2024 Year, the Remuneration Committee held three meetings on March 5, April 24, and July 9, 2024 (with
an average attendance rate of 100%) to recommend the remuneration of the Directors vested with special offices, to
review the remuneration of the Directors and Board Committees members and the Board of Statutory Auditors, to
review the remuneration of the senior management of the Company, and to review and discuss fringe benefits and
provide an update on the existing long-term incentive (“LTI”) plans.
The Remuneration Committee also held one meeting on January 15, 2025 to review and provide an update on the
remuneration of the Executive Directors and top management of the Company and on the new LTI plan for the three-
year period 2025-2027, and review the Terms of Reference of the Remuneration Committee.
Remuneration Policy
The Group’s remuneration policy is aimed at attracting, rewarding, and retaining its personnel, who are considered
the key to the success of the Group’s business. This “Human Capital” is preserved through constant monitoring, in
order both to maintain engagement with the Company and a remuneration policy in line with the market. To ensure
the Company’s ability to attract and retain talent, the Company’s remuneration policy is built upon the principles of
providing an equitable and market-competitive remuneration package that supports the performance culture and
enable the achievement of strategic business goals.
The Group’s remuneration policy is designed to reward and retain highly professional staff and skilled managers, new
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graduates, and workers, and to create value in the medium and long term through constant organisational learning
and the consolidation of collaborators’ experiences and skills.
The policy comprises fixed, variable, direct and deferred components, appropriate for the relevant position and
professional qualifications, and is consistent with the needs of the various geographic areas.
The Group has an incentive system that links compensation with the annual performance of the Group, taking into
account the Group’s economic and financial objectives, as well as the objectives of each department, depending on
the role of the specific individual.
The Group has adopted long-term cash incentive plans for executive directors, senior managers, and key managers
for retention purposes. Entitlement to benefits under such plans vests in the eligible executive director, senior
manager, or key manager, subject to the achievement by the Group of one or more economic and financial objectives,
as well as certain ESG targets, and his/her presence within the Group at the end of a three-year period.
Other incentive schemes specific to sales staff are also in place, and operations and manufacturing staff of the Group
may receive a collection bonus following the development of a seasonal collection.
The aggregate basic remuneration of the Board is approved by the shareholders in a general meeting. The additional
remuneration of each Director vested with special offices (that is, the Executive Directors and members of the Board
Committees) is determined by the Board after having considered the recommendation of the Remuneration Committee
and the opinion of the Board of Statutory Auditors.
Under the current remuneration package, the Executive Directors receive remuneration in the form of fees, salaries
and other benefits, discretionary bonuses and/or other incentives, including non-monetary benefits and other
allowances and contributions such as contributions to retirement benefits schemes. The Independent Non-Executive
Directors receive remuneration in the form of fees and contributions to retirement benefits schemes, as the case may
be. No Director is allowed to approve his/her own remuneration.
C. Nomination Committee
The primary duties of the Nomination Committee are to determine the policy for the nomination of Directors and to
make recommendations to the Board for consideration and, where appropriate, adoption on the structure, size, and
composition of the Board itself, on the selection of new Directors and on the succession plans for Directors.
The current members of the Nomination Committee were appointed by the Board on April 24, 2024, and consist of two
Independent Non-Executive Directors, Ms. Cristiana Ruella (Chairwoman, appointed on July 24, 2024) and Ms. Pamela
Yvonne Culpepper, and one Executive Director, Mr. Lorenzo Bertelli. The former members of the Nomination Committee,
whose mandate elapsed on April 24, 2024, were also two Independent Non-Executive Directors, Mr. Maurizio Cereda
(Chairman) and Ms. Marina Sylvia Caprotti, and one Executive Director, Mr. Lorenzo Bertelli.
During the 2024 Year, the Nomination Committee held two meetings on February 20, and March 5, 2024 (with an
average attendance rate of 66.67%) to perform the annual review of both the independence of the Independent Non-
Executive Directors and of the structure, size and composition of the Board for the year ended December 31, 2023, to
provide recommendations on the structure, size and composition of the new Board and new Board of Statutory Auditors
to be appointed at the 2024 AGM, in line both with the Director Nomination Policy and the Board Diversity Policy, and
to review the list of both the new Directors and new Statutory Auditors submitted by the majority shareholder Prada
Holding S.p.A. to be proposed at the 2024 AGM.
The Nomination Committee also held one meeting on February 4, 2025, to review the Terms of Reference and to
perform the annual review of both the independence of the Independent Non-Executive Directors and of the structure,
size, and composition of the Board for the 2024 Year.
With a view to achieving a sustainable and balanced development, the Company has viewed diversity at the Board level
as an essential element to attain its strategic objectives and its development. The Board Diversity Policy was originally
103
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Corporate Governance
adopted by the Board in September 2013. On January 25, 2024, the Board adopted a new version of the Board Diversity
Policy, substantially in line with the previous version, updated to the current applicable Listing Rules, as well as compliant
with the most recent best practices. According to the principles set out in the Board Diversity Policy, all Board members’
appointments are based on merit, with candidates proposed and selected based on objective criteria, with due regard
for diversity within the Board. Diversity in this sense encompasses a wide range of factors, including but not limited to
gender, age, cultural and educational background, professional experience, skills, and knowledge. The final selection is
based on merit and the contribution, which the candidates can bring to the Board. Throughout the 2024 Year, and until
the appointment of the current Board, which occurred at the 2024 AGM, the Board had four female Directors (three
being Independent Non-Executive Directors), representing approximately 36% of the Board and 60% of the Independent
Non-Executive Directors. As a result of the appointment of the current Board at the 2024 AGM, and up to the date of
this Annual Report, the Board has five female Directors (four being Independent Non-Executive Directors), representing
approximately 45% of the Board and 80% of the Independent Non-Executive Directors. The Company is committed to
maintaining a Board with an appropriate level of female members, which shall be no less than 40% of the Independent
Non-Executive Directors and 30% of all members of the Board by year. The Nomination Committee has been delegated
the overall responsibility for implementing and monitoring the implementation of the Board Diversity Policy. The
Nomination Committee discusses any revisions that may be required to ensure the effectiveness of the Board Diversity
Policy with access to independent external consultants and recommends any such revisions to the Board for its approval.
On March 15, 2019, the Board first adopted the nomination policy for the Directors (the “Director Nomination Policy”),
which provides guidance on the proposal for the appointment or re-appointment of the directors or to fill casual vacancies
and sets out the processes and criteria for the nomination of a candidate for directorship in the Company. The Company
adopted the Director Nomination Policy to regulate the nomination process of Directors, so as to ensure that all
nominations of the Board members are made in a fair and transparent manner, in order to maintain an appropriate
balance of skills, experience and diversity within the Board, that are relevant to the Company’s strategy, governance and
business, and which can contribute to the effectiveness and efficiency of the Board’s management. On January 25,
2024, the Board adopted a new version of the Director Nomination Policy, substantially in continuity with the previous
version, updated to the current applicable Listing Rules, as well as compliant with the most recent best practices.
The Director Nomination Policy contains a number of factors for assessing the suitability of a proposed candidate,
including the high ethical character and reputation for integrity, professional qualifications, skills, knowledge and
experience, available time commitment, merit and potential contributions to the Board, as well as the independence
criteria under the Listing Rules (where applicable), including the independence of long serving Independent Non-
Executive Directors (where applicable).
The Nomination Committee considers the candidates proposed by shareholders for new directorship or for re-election
and make recommendations for the Board’s consideration. The Board will then decide whether the proposed candidate
shall be eligible to be appointed or re-appointed, as the case may be, as a director of the Company and will in turn
recommend to shareholders to vote in favor of the relevant resolutions to be proposed at the shareholders’ general
meeting of the Company.
D. Sustainability Committee
The Sustainability Committee assists and supports the Board with proposing and advisory functions in its assessments
and decisions on sustainability, meaning the processes, initiatives and activities aimed at overseeing the Company’s
commitment to sustainable development along the value chain and strategy. Moreover, the Committee supports the
preparation and review of non-financial reports, including the annual Sustainability Report, and communications
concerning sustainability to be submitted to the Board for approval. The Directors’ Report includes the governance
of sustainability issues and how the Company approaches and manages the Group’s material ESG topics.
The current members of the Sustainability Committee were appointed by the Board on April 24, 2024, and consist of
two Independent Non-Executive Directors, Ms. Pamela Yvonne Culpepper (Chairwoman) and Ms. Anna Maria Rugarli,
and one Executive Director, Mr. Lorenzo Bertelli. The former Sustainability Committee consisted of the same
members as the current Sustainability Committee.
During the 2024 Year, the Sustainability Committee held five meetings on January 31, February 29, July 11, October
8, and December 12 (with an average attendance rate of 100%) to discuss and approve the Sustainability Report for
104
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ANNUAL REPORT
2024
the year ended December 31, 2023, to provide updates on the progress and achievements in the ESG strategy of the
Group both for corporate, industrial, and HR sustainability, to discuss the establishment of the Diversity, Equity &
Inclusion (“DE&I”) executive committee of Prada USA Corp. and the new DE&I Group governance, to review and
discuss the main initiatives and partnerships to support ESG-related projects, and to review and discuss the ESG
information to be included in the presentation of financial results for both the year ended December 31, 2023, and
the first half of the 2024 Year.
The Sustainability Committee also held one meeting on February 26, 2025, to discuss and approve the Sustainability
Report for the 2024 Year, and to provide updates on the progress and achievements in the ESG strategy of the Group
both for corporate, industrial, and HR sustainability.
Board of statutory auditors
Under Italian law, a joint-stock company is required to have a board of statutory auditors, appointed by the shareholders
for a term of three financial years, with the authority to supervise the Company on its compliance with the applicable
laws, regulations, its By-laws, the principles of proper management and, in particular, on the adequacy and functioning
of the organisational, administrative and accounting structure adopted by the Company.
At 2024 AGM, the Board of Statutory Auditors was appointed for a term of three financial years (2024-2026). The
mandate of the current Board of Statutory Auditors will expire at the shareholders’ general meeting to approve the
financial statements of the Company for the year ending December 31, 2026.
The Board of Statutory Auditors of the Company consists of Mr. Roberto Spada (Chairman), Ms. Maria Luisa Mosconi,
and Ms. Patrizia Arienti. The alternate statutory auditors are Ms. Stefania Bettoni and Mr. Cristiano Proserpio.
Directors’ responsibility and auditors’ responsibility for Consolidated Financial
Statements
The Directors are responsible for preparing the Consolidated Financial Statements of the Group for the 2024 Year to
ensure such Consolidated Financial Statements give a true and fair view of the state of affairs of the Group. In
preparing these Consolidated Financial Statements, the Directors have selected suitable accounting policies and
made prudent and reasonable judgments and estimates. The Consolidated Financial Statements have been prepared
on a going concern basis and in accordance with International Financial Reporting Standards issued by the International
Accounting Standards Board as adopted by the European Union. In addition, the Board is generally satisfied of the
adequacy of resources, staff qualifications and experience, training program and budget of the Company’s accounting
and financial reporting function during the 2024 Year.
With respect to the External Auditor of the Company, its responsibilities are stated in the auditor’s reports on the
Consolidated Financial Statements.
Internal control and risk management
The Group’s internal control system has mainly been designed to safeguard the assets of the Group, to maintain proper
accounting standards, to ensure that appropriate authority has been given for the performance of acts by the Company,
and to comply with the relevant laws and regulations. The Group has adopted a strict Anti-Corruption Policy and an
Auditor Transactions Policy to support anti-corruption laws and regulations and monitoring the independence of
External Auditor.
To better control its activities in achieving the established objectives, the Group has adopted procedures to identify,
evaluate and manage the specific risks arising out of the continuous changes which affect the Group’s operations and
the regulatory framework to which it is subject.
105
105
Corporate Governance
The Board has adopted a Whistleblowing Policy which provides reporting channels and guidance for employees and
other parties who deal with the Group (e.g., contractors and suppliers, etc.) to report possible improprieties in matters
of financial reporting or other matters. The Whistleblowing Policy and the Anti-Corruption Policy are available on the
Company’s website.
The Board places great importance on maintaining a sound and effective internal control and risk management system
to safeguard the shareholders’ investment and the Company’s assets.
The Board has acknowledged its responsibility for the internal control and risk management system – including financial,
operational and compliance controls functions – and for the ongoing monitoring and review of its effectiveness. Such a
system is designed to manage rather than eliminate risks and is aimed at providing reasonable and not absolute assurance
against material misstatement or loss.
The management, with the support of the Internal Audit Department, has the responsibility, as delegated by the Board,
to identify, evaluate and manage the risk factors that may affect the Group’s operations and to resolve any material
internal control defects that may arise.
In particular, during the 2024 Year the Internal Audit Department assessed the Company’s activities and controls to
mitigate the health and safety risk at work as well as the risk of data breach and cyber-attack.
The Internal Audit Department provides an independent review of the adequacy and effectiveness of the internal control
and risk management system. The audit plan is discussed and agreed every year by the Audit and Risk Committee before
being submitted to the Board for approval. In addition to its agreed annual schedule of work, the Internal Audit
Department conducts other special reviews as required. The risk assessment documents are periodically updated by the
Internal Audit Department with the support of the management, then reviewed by the Audit and Risk Committee and
submitted to the Board for approval.
The Board has received specific confirmation from the relevant management personnel of the Company on the
effectiveness of the Group’s internal control and risk management system throughout the 2024 Year.
During the 2024 Year, no significant control failings or weaknesses were identified.
The Board, with the support from the Audit and Risk Committee, has been reviewing the internal control and risk
management system of the Group on an ongoing basis (with the same frequency as regular Board meetings were held)
and is generally satisfied that the internal control and the risk management system has functioned effectively and has
been adequate for the Group as a whole, throughout the 2024 Year.
Moreover, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, the training
program and the budget of the Company’s internal audit and risk management function during the 2024 Year.
Supervisory Body (Organismo di vigilanza)
In compliance with Italian Legislative Decree no. 231 of June 8, 2001 (the “Decree”), the Company established a
Supervisory Body (Organismo di Vigilanza) whose primary duty is to ensure the functioning, effectiveness and
enforcement of the Company’s Organization, Management and Control Model, adopted by the Company pursuant to
the Decree. The Supervisory Body has three members appointed by the Board and selected among qualified and
experienced individuals. The current members of the Supervisory Body, including its Chairwoman, were appointed
by the Board on April 24, 2024, and consists of Ms. Stefania Chiaruttini (Chairwoman), Mr. Armando Simbari and Mr.
Roberto Spada, Chairman of the Board of Statutory Auditors.
Inside Information
The Company handles and disseminates inside information in accordance with the requirements of the Securities and
Futures Ordinance and the Listing Rules.
With regard to the procedures and internal controls for the handling and dissemination of inside information, the
Company:
―
has adopted an inside information disclosure policy to ensure potential inside information is identified and
106
106
ANNUAL REPORT
2024
confidentiality is maintained until timely and proper disclosure is made (the “Inside Information Disclosure Policy”),
which has been reviewed and updated by the Board on January 25, 2024;
―
has made available on the Company’s intranet the Inside Information Disclosure Policy in order to ensure
immediate access to it by the entire Group’s staff;
―
has included in the procedures governing Directors and relevant employees a prohibition on dealing in the
Company’s shares whilst in possession of inside information; and
―
has authorized only the Executive Directors and a few selected members of the management to act as spokespersons
and respond to external enquiries.
In addition, the Board has established an Inside Information Committee, whose current members were appointed on
April 24, 2024, and consist of the Chairman of the Board and Executive Director Mr. Patrizio Bertelli, the Executive
Deputy Chairman of the Board and Executive Director Mr. Paolo Zannoni, and the Chief Financial Officer and
Executive Director Mr. Andrea Bonini. The Inside Information Committee has been delegated with the power to
assess, if necessary, any potential inside information, and to keep all other Directors timely informed about its
decisions.
Company Secretary
During the 2024 Year, Ms. Tong Pui Ting, Wendy undertook over 15 hours of relevant professional training to update
her skills and knowledge. Her biography is set out in the Directors and Senior Management section of this Annual
Report.
Shareholders’ Rights
A. Convening of shareholders’ general meeting at shareholders’ request
Pursuant to Article 14.2 of the Company’s By-Laws, a shareholders’ general meeting has to be called by the Board
when requested by shareholders representing at least one-twentieth of the Company’s share capital, provided that
the request mentions the item(s) to be discussed at the meeting. If there is an unjustified delay in calling the meeting
by the Board, action will be taken by the Board of Statutory Auditors.
B. Putting forward proposals at shareholders’ general meeting
Pursuant to Article 14.5 of the Company’s By-Laws, shareholders who, individually or jointly, own or control at least
one-fortieth of the Company’s share capital may request in writing for additions to be made to the list of items on the
agenda, within ten days from the notice of call for a shareholders’ general meeting, by setting out the proposed
additions. The proposals should be directed to the Company by email at corporateaffairs@prada.com.
C. Making an enquiry to the Board
Enquiries about matters to be put forward to the Board should be directed to the Company by email at corporateaffairs@
prada.com. The Company will not normally deal with verbal or anonymous enquiries.
D. Procedures for shareholders to propose a person for election as Director
The procedures for a shareholder to nominate a person for election as a Director of the Company are set out in
Articles 19.3 and 19.4 of the Company’s By-laws, details of which have been disclosed on the Company’s corporate
website (www.pradagroup.com).
Constitutional Documents
The current By-laws of the Company (the “By-laws”) was adopted by the shareholders’ meeting on April 27, 2023,
and are available for viewing on the websites of the Company and the Stock Exchange.
107
107
Corporate Governance
Communication with Shareholders
A. Dividend Policy
On March 15, 2019, the Board formalized and adopted a Dividend Policy to set out the framework that the Company has
put in place in relation to dividend payouts to shareholders. The Company aims to provide its shareholders a sustainable
dividend stream, taking into account financial results, cash flow situation, working capital requirements, capital
expenditures, investment requirements, future operations and earnings, business conditions and strategies, interests of
shareholders and any statutory or regulatory restrictions (including under Italian law and the Company’s By-laws) on
payment of dividends.
The Board reviews the Dividend Policy from time to time and may adopt changes, as appropriate, to ensure the
effectiveness of the Dividend Policy. The Board reviewed and updated the Dividend Policy on January 25, 2024.
At the 2024 AGM, the shareholders approved the distribution of a final dividend of Euro 0.137 per share for the financial
year ended December 31, 2023, representing a total dividend of Euro 350,558,888, which was paid on May 17, 2024.
B. Investor relations and communication
The Company endeavors to maintain a high level of transparency when communicating with the shareholders and
the financial community in general. The Company has maintained a regular dialogue with – and fair disclosure to
– institutional shareholders, fund managers, research analysts and the finance media. Investor/ analysts briefings
and one-to-one meetings, investor conferences and results briefings are conducted on a regular basis in order to
facilitate communication between the Company, shareholders, and the investment community. The Company
strives to ensure effective and timely dissemination of information to shareholders and the investment community
at all times and will regularly review the arrangements to ensure its effectiveness.
The Company’s corporate website (www.pradagroup.com) facilitates effective communications with shareholders,
investors, and other stakeholders, making corporate information and other relevant financial and non-financial
information available electronically and on a timely basis. This includes extensive information about the Group’s
performance and activities via the annual report, interim report, social responsibility report, press releases,
presentations, announcements, circulars to shareholders and notices of general meetings, etc.
The Board has adopted a Shareholders Communication Policy, which is subject to annual review to ensure its
effectiveness and implementation. On July 30, 2024, the Board adopted a new version of the Shareholders
Communication Policy, substantially in continuity with the previous version, updated to the current applicable
Listing Rules, including the new Rule 2.07, as well as compliant with the most recent best practices. The Company
is generally satisfied that the implementation of the Shareholders Communication Policy has functioned effectively
throughout the 2024 Year.
C. Shareholders’ meetings
The Company strives to maintain an on-going dialogue with its shareholders. Shareholders are encouraged to
participate in general meetings either in person or through appointed proxies to attend and vote at meetings for
and on their behalf if they are unable to attend such meetings. The process of the Company’s general meeting
is monitored and reviewed on a regular basis.
The Company uses the shareholders’ general meeting as one of the main channels for communicating with the
shareholders and to ensure that shareholders’ views are communicated to the Board. At the shareholders’
general meeting, each substantially separate issue is proposed and considered by a separate resolution (including
the election of individual directors).
The 2024 AGM was held online only. Directors, including the Executive Deputy Chairman, the Chief Executive
Officer, and the majority of Independent Non-Executive Directors, the Company Secretary, the External Auditor
of the Company, Deloitte & Touche S.p.A., the majority of the members of the Board of Statutory Auditors, and
the scrutineer, attended the 2024 AGM.
108
108
ANNUAL REPORT
2024
All resolutions submitted to the shareholders at the 2024 AGM were duly passed, and the voting results of such
resolutions were disclosed in the announcement of the Company dated April 24, 2024. Computershare Hong
Kong Investor Services Limited, the Company’s Hong Kong share registrar, acted as scrutineer for the vote
taking at the 2024 AGM.
D. Corporate communications
In order to increase the efficiency in communication with shareholders and to contribute to environmental protection,
the Company has adopted electronic dissemination of corporate communications in compliance with the new Rule
2.07 of the Listing Rules and will only send corporate communications in printed form to shareholders upon request.
The English and Chinese versions of all corporate communications are available electronically on the Company’s
website at www.pradagroup.com and on the HKEXnews website at www.hkexnews.hk.
Consolidated
Financial Statements
CHAPTER 7
110
110
ANNUAL REPORT
2024
Consolidated Statement of financial position
(amounts in thousands of Euro)
Notes
December 31
2024
December 31
2023
Assets
Current assets
Cash and cash equivalents
9
1,011,563
689,519
Trade receivables, net
10
423,733
405,151
Inventories, net
11
866,160
782,978
Derivative financial instruments - current
12
12,487
17,550
Receivables due from, and advance payments to, related parties - current
13
141
138
Other current assets
14
245,324
267,412
Total current assets
2,559,408
2,162,748
Non-current assets
Property, plant and equipment
15
2,255,055
2,032,876
Intangible assets
16
867,920
846,024
Right of use assets
17
2,278,955
2,024,552
Investments in equity instruments, associates and joint ventures
18
37,624
41,610
Deferred tax assets
36
408,971
374,847
Other non-current assets
19
139,086
131,504
Derivative financial instruments - non-current
12
2,571
890
Receivables due from, and advance payments to, related parties - non-current
13
369
-
Total non-current assets
5,990,551
5,452,303
Total assets
8,549,959
7,615,051
Liabilities and equity
Current liabilities
Lease liabilities – current
20
434,135
411,289
Short-term financial payables and bank overdrafts
21
183,247
148,338
Payables due to related parties - current
22
8,279
5,858
Trade payables
23
481,615
453,387
Tax payables
24
177,138
121,823
Derivative financial instruments - current
12
27,778
7,543
Other current liabilities
25
371,260
302,143
Total current liabilities
1,683,452
1,450,381
Non-current liabilities
Lease liabilities - non-current
20
1,940,978
1,699,599
Long-term financial payables
26
220,941
338,422
Long-term employee benefits
27
81,749
60,875
Provisions for risks and charges
28
64,284
49,867
Deferred tax liabilities
36
43,416
35,731
Other non-current liabilities
29
95,310
103,367
Derivative financial instruments – non-current
12
399
-
Total non-current liabilities
2,447,077
2,287,861
Total liabilities
4,130,529
3,738,242
Share capital
255,882
255,882
Total other reserves
3,155,617
2,833,889
Translation reserve
148,959
92,998
Net income for the year
838,907
671,026
Equity attributable to the owners of the Group
30
4,399,365
3,853,795
Equity attributable to Non-controlling interests
31
20,065
23,014
Total equity
4,419,430
3,876,809
Total liabilities and total equity
8,549,959
7,615,051
111
111
Consolidated Financial Statements
Consolidated Statement of profit or loss for the year ended December 31, 2024
(amounts in thousands of Euro)
Notes
twelve months
ended
December 31
2024
%
on net
revenues
twelve months
ended
December 31
2023
%
on net
revenues
Net revenues
32
5,431,557
100%
4,726,411
100%
Cost of goods sold
33
(1,094,865)
-20.2%
(924,640)
-19.6%
Gross margin
4,336,692
79.8%
3,801,771
80.4%
Operating expenses
34
(3,057,142)
-56.3%
(2,740,079)
-58.0%
Operating income - EBIT
1,279,550
23.6%
1,061,692
22.5%
Interest and other financial income / (expenses), net
(21,315)
-0.4%
(32,031)
-0.7%
Interest expenses on lease liabilities
(69,623)
-1.3%
(58,825)
-1.2%
Dividends from investments
111
0.0%
627
0.0%
Total financial expenses
35
(90,827)
-1.7%
(90,229)
-1.9%
Income before taxation
1,188,723
21.9%
971,463
20.6%
Taxation
36
(345,323)
-6.4%
(298,071)
-6.3%
Net income for the year
843,400
15.5%
673,392
14.2%
Net income - Non-controlling interests
31
4,493
0.1%
2,366
0.1%
Net income - Group
30
838,907
15.4%
671,026
14.2%
Basic and diluted earnings per share (in Euro per share)
37
0.328
0.262
112
112
ANNUAL REPORT
2024
Consolidated Statement of comprehensive income for the year
ended December 31, 2024
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Net income for the year
843,400
673,392
A) Items that may be reclassified subsequently to P&L:
42,213
(23,879)
Foreign exchange differences on translation of foreign operations
56,573
(20,115)
Tax impact
-
-
Change in Translation reserve less tax impact
56,573
(20,115)
Gains / (losses) on cash flow hedging instruments
(18,890)
(4,973)
Tax impact
4,530
1,209
Change in Cash flow hedge reserve less tax impact
(14,360)
(3,764)
B) Items that will not be reclassified subsequently to P&L:
(1,382)
(1,419)
Change in Fair Value investments in equity instruments reserve
(2,219)
1,632
Tax impact
-
-
Change in Fair Value investments in equity instruments reserve less tax impact
(2,219)
1,632
Gains / (losses) on remeasurement of defined benefit plans
1,128
(4,076)
Tax impact
(291)
1,025
Change in Actuarial reserve less tax impact
837
(3,051)
Comprehensive income for the year - Consolidated
884,231
648,094
Comprehensive income for the year - Non-controlling interests
5,109
1,888
Comprehensive income for the year - Group
879,122
646,206
113
113
Consolidated Financial Statements
Consolidated Statement of cash flows for the year ended December 31, 2024
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Income before taxation
1,188,723
971,463
Profit or loss adjustments
Depreciation of the right of use assets
454,163
445,465
Depreciation and amortisation of property, plant and equipment and intangible assets
280,500
230,915
Impairment of the right of use assets
8,563
18,633
Impairment of property, plant and equipment and intangible assets
16,193
9,614
Non-monetary financial expenses
19,441
48,932
Interest expenses on lease liabilities
69,623
58,825
Other non-monetary expenses
54,531
34,005
Balance sheet changes
Other non-current assets and liabilities
(12,112)
(24,300)
Trade receivables, net
(22,955)
(85,400)
Inventories, net
(83,546)
(60,784)
Trade payables
25,699
56,351
Other current assets and liabilities
(54)
(8,768)
Cash flows from operating activities
1,998,769
1,694,951
Interest paid (net), including interest paid on lease liabilities
(76,600)
(52,962)
Taxes paid
(270,552)
(486,708)
Net cash flows from operating activities
1,651,617
1,155,281
Purchases of property, plant and equipment and intangible assets
(459,575)
(759,676)
Proceeds from the sale assets
-
4,534
Disposals of equity instruments
2,963
-
Dividends from investments
111
627
Purchase of equity instruments
(1,363)
(4,676)
Acquisition of additional shares from Non-controlling interests
(4,589)
-
Net cash flow utilised by investing activities
(462,453)
(759,191)
Dividends paid to shareholders of Prada S.p.A.
(350,559)
(281,471)
Dividends paid to Non-controlling shareholders
(250)
(250)
Repayment of lease liabilities
(438,833)
(429,685)
Repayment of current portion of long-term borrowings - third parties
(83,773)
(94,784)
Arrangement of long-term borrowings – third parties
27,994
25,475
Change in short-term borrowings – third parties
(30,049)
4,436
Capital increase from Non-controlling shareholders
-
2,560
Loans from related parties
-
2,500
Capital injection in associates
-
(4,509)
Net cash flows utilised by financing activities
(875,470)
(775,728)
Change in cash and cash equivalents, net of bank overdrafts
313,694
(379,638)
Foreign exchange differences
8,325
(22,481)
Opening cash and cash equivalents, net of bank overdrafts
689,503
1,091,622
Closing cash and cash equivalents, net of bank overdrafts
1,011,522
689,503
114
114
ANNUAL REPORT
2024
Consolidated Statement of changes in equity
(amounts in thousands of Euro, except number of shares)
EQUITY
(amounts
in thousands
of Euro)
Number of shares
Share capital
Translation reserve
Share premium
reserve
Cash flow hedge
reserve
Actuarial reserve
Fair Value investments
in equity instruments
Reserve
Other reserves
Total other reserves
Net income for the
year
Equity attributable
to the owners of the
Group
Equity attributable
to Non-controlling
interests
Total equity
Balance as of
December 31,
2022
2,558,824,000
255,882
112,646
410,047
10,060
(7,107)
(10,405) 2,245,901 2,648,496
465,193
3,482,217
18,805
3,501,022
Allocation of
2022
net income
-
-
-
-
-
-
-
465,193
465,193
(465,193)
-
-
-
Dividends
-
-
-
-
-
-
-
(281,471)
(281,471)
-
(281,471)
(250)
(281,721)
Share capital
increase
-
-
-
-
-
-
-
-
-
-
-
2,571
2,571
Monetary
revaluation
IAS 29
-
-
-
-
-
-
-
6,843
6,843
-
6,843
-
6,843
Comprehensive
income / (loss)
for the year
(recyclable to
P&L)
-
-
(19,648)
-
(3,764)
-
-
-
(3,764)
671,026
647,614
1,899
649,513
Comprehensive
income / (loss)
for the year
(not recyclable
to P&L)
-
-
-
-
-
(3,040)
1,632
-
(1,408)
-
(1,408)
(11)
(1,419)
Balance as of
December 31,
2023
2,558,824,000
255,882
92,998
410,047
6,296
(10,147)
(8,773) 2,436,466 2,833,889
671,026
3,853,795
23,014
3,876,809
Allocation of
2023
net income
-
-
-
-
-
-
-
671,026
671,026
(671,026)
-
-
-
Dividends
-
-
-
-
-
-
-
(350,559)
(350,559)
-
(350,559)
(250)
(350,809)
Acquisition
of additional
shares from
Non-controlling
interests
-
-
-
-
-
-
-
5,295
5,295
-
5,295
(9,576)
(4,281)
Monetary
revaluation
IAS 29
-
-
-
-
-
-
-
13,480
13,480
-
13,480
-
13,480
Other
movements
-
-
-
-
-
-
-
(1,768)
(1,768)
-
(1,768)
1,768
-
Comprehensive
income / (loss)
for the year
(recyclable to
P&L)
-
-
55,961
-
(14,360)
-
-
-
(14,360)
838,907
880,508
5,105
885,613
Comprehensive
income / (loss)
for the year
(not recyclable
to P&L)
-
-
-
-
-
833
8,773
(10,992)
(1,386)
-
(1,386)
4
(1,382)
Balance as of
December 31,
2024
2,558,824,000
255,882
148,959
410,047
(8,064)
(9,314)
- 2,762,948 3,155,617
838,907
4,399,365
20,065
4,419,430
Prada S.p.A. Separate
Financial Statements
CHAPTER 8
116
116
ANNUAL REPORT
2024
Prada S.p.A. Statement of financial position
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Assets
Current assets
Cash and cash equivalents
601,743
225,028
Trade receivables, net
760,671
724,076
Inventories, net
402,034
343,017
Derivative financial instruments – current
12,487
15,774
Financial receivables and other receivables due from, and advance payments to,
parent company, subsidiaries, associates and related parties - current
168,718
208,892
Other current assets
154,489
187,491
Total current assets
2,100,142
1,704,278
Non-current assets
Property, plant and equipment
842,589
820,241
Intangible assets
292,701
263,013
Right of use assets
356,683
349,283
Investments
1,567,469
1,318,220
Deferred tax assets
79,733
67,111
Other non-current assets
54,323
59,649
Derivative financial instruments - non-current
2,571
890
Financial receivables and other receivables due from, and advance payments to,
parent company, subsidiaries, associates and related parties - non-current
52,580
164,195
Total non-current assets
3,248,649
3,042,602
Total assets
5,348,791
4,746,880
Liabilities and shareholders' equity
Current liabilities
Lease liabilities - current
61,733
56,945
Short-term financial payables and bank overdrafts
130,842
129,691
Financial payables and other payables due to parent company, subsidiaries,
associates and related parties - current
128,666
109,871
Trade payables
655,469
557,055
Tax payables
93,846
47,347
Derivative financial instruments - current
27,964
8,550
Other current liabilities
315,646
265,690
Total current liabilities
1,414,166
1,175,149
Non-current liabilities
Lease liabilities - non-current
309,476
309,764
Long-term financial payables
141,968
272,262
Long-term employee benefits
51,274
33,851
Provisions for risks and charges
11,913
10,205
Deferred tax liabilities
2,945
4,030
Other non-current liabilities
89,739
98,713
Derivative financial instruments - non-current
1,996
347
Total non-current liabilities
609,311
729,172
Total liabilities
2,023,477
1,904,321
Share capital
255,882
255,882
Total other reserves
2,219,725
2,019,937
Net income for the year
849,707
566,740
Total equity
3,325,314
2,842,559
Total liabilities and total equity
5,348,791
4,746,880
117
117
Prada S.p.A. Separate Financial Statements
Prada S.p.A. Statement of profit or loss for year ended December 31, 2024
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Net revenues
2,976,971
2,552,341
Cost of goods sold
(947,952)
(819,274)
Gross margin
2,029,019
1,733,067
Operating expenses
(1,022,279)
(882,868)
Operating income - EBIT
1,006,740
850,199
Interest and other financial income / (expenses), net
(21,593)
(60,300)
Interest expenses on lease liabilities
(7,228)
(5,853)
Dividends from investments
170,501
24,584
Total financial expenses
141,680
(41,569)
Income before taxation
1,148,420
808,630
Taxation
(298,713)
(241,890)
Net income for the year
849,707
566,740
Prada S.p.A. Statement of comprehensive income for the year ended December 31,
2024
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Net income for the year
849,707
566,740
A) Items that may be reclassified subsequently to P&L:
(14,647)
(2,621)
Gains / (losses) on cash flow hedging instruments
(19,272)
(3,449)
Tax impact
4,625
828
Change in cash flow hedge reserve less tax impact
(14,647)
(2,621)
B) Items that will not be reclassified subsequently to P&L:
(1,748)
783
Change in Fair Value investments in equity instruments reserve
(2,222)
1,633
Tax impact
-
-
Change in Fair Value investments in equity instruments reserve less tax impact
(2,222)
1,633
Gains / (losses) on remeasurement of defined benefit plans
623
(1,119)
Tax impact
(149)
269
Change in Actuarial reserve less tax impact
474
(850)
Comprehensive income for the year
833,312
564,902
118
118
ANNUAL REPORT
2024
Prada S.p.A. Statement of cash flows for the year ended December 31, 2024
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Income before taxation
1,148,420
808,629
Profit or loss adjustments
Depreciation of the right of use assets
60,109
56,647
Depreciation and amortisation of property, plant and equipment and intangible assets
94,475
79,988
Impairment of property, plant and equipment and intangible assets
504
1,856
Losses / (gains) on disposal of non-current assets
(643)
271
Impairment of investments
19,939
56,689
Interest expenses on lease liabilities
7,228
5,853
Non-monetary financial (income) expenses
(171,337)
(37,478)
Other non-monetary expenses
83,759
37,617
Balance sheet changes
Trade receivables, net
(31,630)
213,088
Inventories, net
(69,507)
(58,398)
Trade payables
98,246
10,028
Other current assets and liabilities
(22,827)
(58,856)
Other non-current assets and liabilities
(10,361)
(23,656)
Cash flows from operating activities
1,206,375
1,092,278
Interest received / (paid) net, including interest paid of lease liabilities
1,145
14,925
Taxes paid
(220,407)
(442,958)
Net cash flows from operating activities
987,113
664,245
Purchase of property, plant and equipment and intangible assets
(133,140)
(113,447)
Investments in subsidiaries and associates
(123,140)
(455,251)
Financial (investments) / disinvestments
2,963
-
Dividends received from investments
170,501
24,584
Net cash flow utilised by investing activities
(82,816)
(544,114)
Dividends paid to shareholders
(350,559)
(281,471)
Change in short-term bank loans
(50,000)
50,000
Change in intercompany loans
38,148
19,516
Loans repaid by subsidiaries
12,730
31,959
Loans repaid to subsidiaries
(13,878)
-
Repayment of lease liabilities
(64,872)
(59,802)
Loans made to subsidiaries
(20,062)
(87,369)
Repayment of short-term portion of long-term borrowings - third parties
(79,089)
(90,200)
Net cash flows utilised by financing activities
(527,582)
(417,367)
Change in cash and cash equivalents, net of bank overdrafts
376,715
(297,236)
Opening cash and cash equivalents, from merged companies
-
1,380
Opening cash and cash equivalents, net of bank overdrafts
225,028
520,884
Closing cash and cash equivalents, net of bank overdrafts
601,743
225,028
119
119
Prada S.p.A. Separate Financial Statements
Prada S.p.A. Statement of changes in equity
(amounts in thousands of Euro, except number of shares)
(amounts
in thousands
of Euro)
Number of shares
Share Capital
Share premium
reserve
Legal reserve
Other reserves
Retained earnings
Cash flow hedge reserve
Fair Value investments
in equity instruments
Reserve
Total
other reserves
Net income for
the year
Total equity
Balance as of
December 31, 2022
2,558,824,000
255,882
410,047
51,176
182,899 1,094,216
7,927
(10,404) 1,735,861
571,683
2,563,426
Allocation of 2022
net income
-
-
-
-
-
571,683
-
-
571,683
(571,683)
-
Other movements
-
-
-
-
-
(4,297)
-
-
(4,297)
-
(4,297)
Dividends
-
-
-
-
- (281,471)
-
-
(281,471)
-
(281,471)
Comprehensive
income / (loss)
for the year
(recyclable to P&L)
-
-
-
-
-
-
(2,621)
-
(2,621)
566,740
564,119
Comprehensive
income / (loss)
for the year (not
recyclable to P&L)
-
-
-
-
-
(850)
-
1,633
783
-
783
Balance as of
December 31, 2023
2,558,824,000
255,882
410,047
51,176
182,899 1,379,281
5,306
(8,771) 2,019,938
566,740
2,842,560
Allocation of 2023
net income
-
-
-
-
-
566,740
-
-
566,740
(566,740)
-
Other movements
-
-
-
-
-
(10,993)
-
10,993
-
-
-
Dividends
-
-
-
-
- (350,559)
-
-
(350,559)
-
(350,559)
Comprehensive
income / (loss)
for the year
(recyclable to P&L)
-
-
-
-
-
-
(14,647)
-
(14,647)
849,707
835,060
Comprehensive
income / (loss)
for the year (not
recyclable to P&L)
-
-
-
-
-
474
-
(2,222)
(1,748)
-
(1,748)
Balance as of
December 31, 2024
2,558,824,000
255,882
410,047
51,176
182,899 1,584,943
(9,341)
- 2,219,724
849,707
3,325,313
CHAPTER 9
Notes to the
Consolidated Financial
Statements
121
121
Notes to the Consolidated Financial Statements
1. General information
Prada S.p.A. (“Prada” or the “Company”), together with its subsidiaries (collectively the “Group” or the “Prada
Group”), is listed on the Hong Kong Stock Exchange (HKSE code: 1913). The Prada Group is a leading player in the
luxury goods industry, where it operates with the Prada, Miu Miu, Church’s and Car Shoe brands producing and
distributing leather goods, footwear and ready-to-wear. It also operates in the food sector with the Marchesi 1824
brand, in the most prestigious sailing races with Luna Rossa and in the eyewear and beauty industries under licensing
agreements.
The Group owns 26 industrial facilities (23 in Italy, 1 in the United Kingdom, 1 in France and 1 in Romania) and its
products are sold in 70 countries worldwide mainly through its directly operated stores, which numbered 609 as of
December 31, 2024. The Prada Group’s products are also sold directly through the brands’ e-commerce activity and
indirectly in selected high-end department stores, by independent retailers in very exclusive locations and by
important e-tailers.
The Company is a joint-stock company with limited liability, registered and domiciled in Italy. Its registered office is at
via Fogazzaro 28, Milan. As of December 31, 2024 (the reporting date of these Consolidated Financial Statements),
79.98% of the share capital was owned by Prada Holding S.p.A., a company domiciled in Italy, and the remainder
consisted of floating shares listed on the Main Board of the Hong Kong Stock Exchange.
The Consolidated Financial Statements were approved and authorized for issue by the Board of Directors of Prada
S.p.A. on March 4, 2025.
2. Basis of preparation
The Consolidated Financial Statements of the Prada Group as of December 31, 2024, which consist of the
“Consolidated Statement of financial position”, the “Consolidated Statement of profit or loss for the year ended
December 31, 2024”, the “Consolidated Statement of comprehensive income for the year ended December 31,
2024”, the “Consolidated Statement of cash flows for the year ended December 31, 2024”, the “Consolidated
Statement of changes in equity” and the “Notes to the Consolidated Financial Statements”, have been prepared in
accordance with the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting
Standards Board (“IASB”) and endorsed by the European Union.
At the date of presentation of these Consolidated Financial Statements, there were no differences between the IFRSs
endorsed by the European Union and applicable to the Prada Group and those issued by the IASB.
IFRSs also refer to all International Accounting Standards (“IAS”) and all interpretations of the International Financial
Reporting Interpretations Committee (“IFRIC”), previously called the Standing Interpretations Committee (“SIC”).
The Group has prepared the Consolidated Statement of Financial Position presenting separately the current and non-
current assets and liabilities. All details needed for accurate and complete disclosure are provided in the Notes to the
Consolidated Financial Statements. Consolidated Statement of Profit or Loss items are classified by function of
expenses. The Consolidated Statement of Cash Flows has been prepared with the indirect method. The Consolidated
Financial Statements are presented in Euro, the functional currency of Prada S.p.A..
The Consolidated Financial Statements have been prepared on a going concern basis.
122
122
ANNUAL REPORT
2024
3. New IFRS and amendments to IFRS
Amendments to existing standards issued by the IASB, endorsed by the European Union and applicable to the
Prada Group from January 1, 2024.
Amendments to existing standards
Effective Date for Prada Group
EU endorsement dates
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
(issued on 22 September 2022)
January 1, 2024
November 2023
Amendments to IAS 1 Presentation of Financial Statements:
-Classification of Liabilities as Current or Non-current
-Deferral of Effective Date
-Non-current Liabilities with Covenants
January 1, 2024
December 2023
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures: Supplier Finance Arrangements
(issued on 25 May 2023)
January 1, 2024
May 2024
The introduction of these amendments did not have any effect on these Consolidated Financial Statements.
Amendments to existing standards issued by the IASB, endorsed by the European Union, but not yet applicable to
the Prada Group because they are effective for annual periods beginning on or after January 1, 2025.
Amendments to existing standards
Effective Date forPrada Group
EU endorsement dates
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates:
Lack of Exchangeability
(issued on 15 August 2023)
January 1, 2025
November 2024
New standards and amendments to existing standards issued by the IASB, but not yet endorsed by the European
Union as of December 31, 2024.
New standards and amendments to existing standards
Date of possible application
EU endorsement status
Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7 (issued on 30 May 2024)
January 1, 2026
Not endorsed yet
Annual Improvements Volume 11
(issued on 18 July 2024)
January 1, 2026
Not endorsed yet
Contracts Referencing Nature-dependent Electricity – Amendments to
IFRS 9 and IFRS 7 (issued on 18 December 2024)
January 1, 2026
Not endorsed yet
IFRS 18 Presentation and Disclosure in Financial Statements
(issued on 9 April 2024)
January 1, 2027
Not endorsed yet
IFRS 19 Subsidiaries without Public Accountability: Disclosures
(issued on 9 May 2024)
January 1, 2027
Not endorsed yet
At the date of the Consolidated Financial Statements, the Directors had not yet completed the analysis necessary to
assess the impacts of the new standards and the interpretations not yet applicable to the Prada Group, in terms of
both those already endorsed and not yet endorsed by the European Union.
4. Scope of consolidation
The consolidated financial information comprises the accounts of Prada S.p.A. and the Italian and foreign companies
over which the Company has the right to exercise control either directly or indirectly. An investor controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use
that power to affect its returns from the investee.
The companies in which the Group has more than 50% of the voting rights or that are controlled by the Group in some
other way are consolidated using the full consolidation method from the date on which the Group gains control until
123
123
Notes to the Consolidated Financial Statements
the date on which that control ceases.
Associates, which are consolidated using the equity method, are companies in which the Group has significant
influence but does not exercise control. Significant influence is defined as the power to participate in the financial and
operating policy decisions of the investee without having control or joint control.
The companies included in the Consolidated Financial Statements are listed in Note 42.
5. Basis of consolidation
The main consolidation procedures used to prepare the Consolidated Financial Statements are explained below:
―
the separate financial statements of Prada S.p.A. and its subsidiaries are prepared in accordance with IFRS and those
of its subsidiaries are adjusted, as necessary, to comply with IFRS and with the standards applied throughout the Group.
The financial statements used to prepare the consolidated financial information have all the same reporting date;
―
the financial statements of subsidiaries are consolidated using the full consolidation method, incorporating the entire
amount of the assets, liabilities, revenues and expenses of each company irrespective of the percentage of ownership
held, and eliminating the carrying amount of the consolidated equity interests owned directly or indirectly by the
Company against the corresponding portion of the related equity;
―
for fully consolidated companies that are not wholly owned by the parent company, the portions of equity and annual
profit or loss belonging to third parties are shown separately as “Net equity attributable to Non-controlling interests” in
the Consolidated Statement of Financial Position and “Net income - Non-controlling interests” in the Consolidated
Statement of Profit or Loss;
―
for business combinations, the difference between the purchase price of the equity interest acquired and the
corresponding portion of equity at the acquisition date is allocated, if positive, to the identifiable assets acquired and
liabilities assumed measured at their fair value. Any residual amount, if positive, is recognised as goodwill, and if
negative is recognised immediately in the Consolidated Statement of Profit or Loss. The difference between the cost of
acquisition of an additional controlling interest and the related value of the interest acquired is recognised directly in
equity reserves. If the business combination is achieved in stages (a step acquisition), the previous held interest owned
in the company acquired is remeasured at fair value at the date on which control is acquired. Differences identified in
this manner are recognised in profit or loss. In business combinations under common control, the difference between
the purchase price of the equity interest acquired and the corresponding portion of equity is recognised directly in
equity;
―
the acquisition cost of an equity interest or an activity that does not constitute a business, and which therefore does not
originate a business combination, is allocated to the individual assets acquired and liabilities assumed measured at their
fair value at the acquisition date;
―
the resulting profits, losses, assets and liabilities of associates are accounted for using the equity method. Under such
method, the investments in associates are recognised in the Consolidated Statement of Financial Position at cost,
subsequently adjusted to reflect post-acquisition changes and any impairment losses. Losses exceeding the Parent
Company’s owners’ interest in the associate are not recognised, unless the Group has taken on an obligation to cover
such losses. An excess of the cost of acquisition over the Company’s share of the fair value of the assets acquired and
liabilities assumed at the acquisition date is accounted for as goodwill. Goodwill is included in the carrying amount of
the investment and is tested for impairment. Any excess between the cost of acquisition and the Company’s share of
the fair value of the identifiable assets, liabilities and contingent liabilities at the acquisition date is recognised in the
Consolidated Statement of Profit or Loss of the period of acquisition;
―
during the consolidation process, all payables, receivables, expenses and revenues deriving from transactions between
the consolidated companies are eliminated. Any unrealized profits and losses deriving from transactions between the
124
124
ANNUAL REPORT
2024
Group’s consolidated companies and included in the inventory valuation at the reporting date are eliminated. Unrealized
losses are eliminated except where the transaction provides evidence of impairment of the asset transferred, in which
case the value of the transferred asset is written down;
―
dividends distributed by the consolidated companies are eliminated from the Consolidated Statement of Profit or Loss
and added to the retained earnings if and to the extent that they were extracted from them;
―
the financial statements of subsidiaries are prepared in their respective local currency. Assets and liabilities are
translated into Euro using the end-of-period exchange rate, and income and expenses are translated using the average
exchange rate of the period. If translation at the average exchange rate does not present the transaction fairly, the
exchange rate prevailing at the date of the transaction is used to translate its effect on the Consolidated Statement of
Profit or Loss. Differences arising on translating Statement of Financial Position balances at the beginning and at the
end of the period, and differences arising on translating Statement of Profit or Loss items at the average exchange rate
for the period (or another exchange rate, as mentioned above) and at the end of the period, are recognised in a
translation reserve in consolidated equity until the disposal of the investee. The translation reserve includes the
accumulated translation differences generated since first-time consolidation (January 1, 2004). In the preparation of
the Consolidated Statement of Cash Flows, the cash flows of subsidiaries are translated using the average exchange rate
for the period. Exchange differences arising on a monetary item qualified as a net investment in a foreign operation are
initially recognised in the translation reserve and subsequently released to profit or loss upon disposal of the investment;
―
the reporting currency of the Consolidated Financial Statements is the Euro. All amounts are expressed in thousands
of Euro unless stated otherwise
6. Material accounting policies
Cash and cash equivalents
Cash and cash equivalents are recognised at their nominal value. Cash equivalents include all highly liquid investments
originally with a short-term maturity.
Solely for the purpose of the Statement of Cash Flows, cash and cash equivalents include cash on hand, bank accounts
and deposit accounts. Bank overdrafts and the current portions due to banks on medium and long-term loans are
recognised in the Statement of Financial Position as short-term financial payables and bank overdrafts.
Trade receivables and payables
Trade receivables are recognised at their nominal value net of the bad debt provision determined on the basis of the
requirements set by IFRS 9. According to this standard, receivables are written off following the application of the
“expected loss” impairment method together with, if necessary, further impairments recognised upon specific doubtful
conditions on the single credit positions.
Trade accounts payable are recognised at fair value and then at amortised cost.
Transactions denominated in foreign currency are recognised at the exchange rate as at the date of the transaction. At
the reporting date, transactions denominated in foreign currencies are translated using the exchange rate as at the
reporting date. Gains and losses arising from the translation are reflected in the profit or loss.
Inventories
Raw materials, work in progress and finished products are recognised at the lower of the acquisition or production cost
and the net realizable value. Cost comprises direct production costs and those indirect that have been incurred in
bringing the inventories to their present location and condition. Acquisition or production cost is determined by the
weighted average cost method.
Provisions, adjusting the value of the inventories, are made for slow moving, obsolete inventories or if, in the end, the
estimated selling price or realizable value is reasonably expected to be lower than the cost.
Property, plant and equipment
Property, plant and equipment are recognised at purchase cost or production cost, including any charges directly
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Notes to the Consolidated Financial Statements
attributable. They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets
and net of any impairment losses.
Ordinary maintenance expenses are charged in full to the profit or loss for the year they are incurred. Extraordinary
maintenance expenses are capitalized if they increase the value or the useful life of the related asset.
The costs included under leasehold improvements relate to refurbishment works carried out on premises, mainly
commercial, not owned by the Group.
Depreciation methods, useful lives and net book values are reviewed annually. The depreciation rates representing
the useful lives are listed below:
Category of property, plant and equipment
Depreciation rate or period
Land
not depreciated
Buildings and construction
2.5% - 10%
Production facilities and equipment
4% - 25%
Improvements to leased retail premises
Shorter of lease term (*) and useful life
Improvements to leased industrial and corporate premises
Shorter of lease term (*) and useful life
Furniture and fixture - retail
Shorter of lease term (*) and useful life
Furniture and fixture - corporate and industrial
7% - 20%
Other tangible fixed assets
4% - 50%
Assets under construction
0%
(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain
When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements
and any gains or losses are recognised in the profit or loss.
If the term of a lease agreement is terminated in advance, the useful life of non-current assets related to such premise
is adjusted consistently.
The value of land is stated separately from the value of buildings. Depreciation is only charged on the value of buildings.
Property, plant and equipment are subsequently carried at cost less accumulated amortisation and impairment losses
as described in the paragraph “Impairment test” in the current section.
An owned investment property is recognised at acquisition cost. The cost of a purchased investment property comprises
its purchase price and any directly attributable expenditure which includes, for example, professional fees for legal
services, property transfer taxes and other transaction costs. After initial recognition, investment property is measured
using the cost model.
Intangible assets
Only identifiable assets, controlled by the Group and capable of producing future economic benefits, are included in
intangible assets.
Intangible assets include trademarks, licenses, store lease acquisition costs, software, development costs and
goodwill.
Trademarks are recognised at cost or at the value attributed upon acquisition and include the cost of trademark
registration in the various countries in which the Group operates. The Directors estimate a useful life of between 20
and 40 years for trademarks, assuming there are no risks or limitations on control over their use. Every trademark is
tested for impairment whenever indicators of impairment emerge. The useful life of trademark registration costs is
estimated to be 10 years. The caption trademark also includes other intellectual property rights which useful life is
determinated in accordance with the relevant contracts.
Store lease acquisition costs (or key money) represent expenditures incurred to enter into or take over retail store
lease agreements. When the lease contracts fall under the application of IFRS 16 Leases, the store lease acquisition
is included within the initial direct costs that contribute to the formation of the right of use assets. Otherwise, the store
lease acquisition is an intangible assets.
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Intangible assets with a definite useful life are subsequently carried at cost less impairment losses and are amortised
on a straight-line basis at the following rates:
Category of intangible assets
Amortisation rate or period
Trademarks and other intellectual property rights
2.5% - 25%
Store lease acquisition costs
Shorter of lease term (*) and useful life
Software
10% - 33%
Development costs and other intangible assets
10% - 33%
Assets in progress
0%
(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain
Intangible assets with indefinite useful lives are not amortised, but they are tested for impairment at least once per year.
The Group does not report intangible assets with indefinite useful lives other than goodwill, an asset that produces future
economic benefits, but which is not individually identified and separately measured, and is initially recognised at cost.
Goodwill is not amortised but tested for impairment every year to check if its value has been impaired. If specific events
or altered circumstances indicate the possibility that goodwill has been impaired, the impairment test is performed more
frequently.
Impairment test
Intangible assets with indefinite useful lives are tested for impairment at least once per year. Goodwill acquired in a
business combination shall be, from the acquisition date, allocated to the cash generating units (“CGU”) or group of
CGUs that are expected to benefit from the synergies of the combination. CGUs and group of CGUs are determined
based on the organisational structure of the Group and represent groups of assets that generate independent cash
inflows from continuing use of the relevant assets.
The group of CGUs to which goodwill has been allocated are tested for impairment annually and, whenever there is
an indication of impairment, the carrying value of the cash generating unit is compared with their recoverable amount.
If changes in the composition of one or more cash-generating units to which goodwill has been allocated occur, the
goodwill is reallocated to the units affected.
Property, plant and equipment, right of use assets and intangible assets (other than goodwill) are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs).
The carrying amount of the CGUs and group of CGUs tested for impairment for consolidation purposes is represented
by the net invested capital, which means the net equity adjusted by the net financial position including the lease
liabilities.
Recoverable amount is the higher of fair value less costs to sell and value in use, as calculated based on an estimate
of the future cash flows expected to derive from the cash generating unit tested for impairment. Estimated cash flow
is based on budget, forecast and on long-term projections approved by the management. A long-term growth rate is
calculated and applied to project future cash flows. In assessing value in use, the estimated future cash flows are
discounted to their present value using a discount rate post-tax that reflects current market assessments of the time
value of money and the risks specific to the CGU.
An impairment loss is recognised in the profit or loss for the period whenever the recoverable amount of the cash
generating unit or group of cash generating units is lower than its book value.
Non-current assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period. An impairment loss recognised for goodwill is never reversed in
subsequent years.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the top management.
The only reportable segment identified, as in previous years, corresponds to the entire Prada Group.
Further details can be found in Note 8 “Operating segments”.
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Notes to the Consolidated Financial Statements
Right of use assets and lease liabilities
Right of use assets and lease liabilities are regulated by IFRS 16 Leases which apply to all lease contracts that provide
for the payment of fixed rents, including those indexed and those that set a guaranteed minimum.
The Group recognise the right of use assets and the lease liabilities at the commencement date of the lease and based
on the lease term.
The identification of a lease term is very important, especially in the field of real estate, because the form, legislation
and common business practice can vary considerably from one jurisdiction to another. The Group determines the
lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to
terminate the lease under the control of the Company. The management evaluates the exercise of the option if it’s
considered “reasonably certain” based on several factors and circumstances that create an incentive for the lessee to
exercise, or not to exercise the option, including any expected changes in facts and circumstances from the
commencement date until the exercise date of the option.
The lease term begins on the ‘commencement date’ of the lease. This is defined as the date on which the lessor makes
an underlying asset available for use by a lessee. It is the date on which the lessee initially recognises and measures
right of use assets and lease liabilities.
The commencement date is not necessarily the date on which the depreciation of the right of use assets starts. For
retail premises, the asset leased is ready for use when works on premises are completed and, therefore, the
depreciation of the right of use assets shall begin after the completion of works necessary to bring a store to its
working condition according to the management instructions (consistently with the IAS 16 requirements).
The right of use assets are measured at cost, identified as the initial measurement of the lease liabilities, increased by
any initial direct costs incurred by the lessee (key money, legal fees, agent fees or other incremental costs incurred to
conclude the contract) or by any restoration cost necessary to bring back the premises to its original condition. The
right of use assets are depreciated over the lease term or, if shorter, the useful life of the asset.
The lease liabilities are measured at the present value of the lease payments that are not paid at that date. The lease
payments are discounted using an incremental borrowing rate calculated at Group level. The profit or loss caption
“interest expenses IFRS 16” represents the adjustment to the present value of the lease liabilities. Since most leases
stipulated by the Group do not have an interest rate implicit in the lease, the discount rate applicable to future lease
payments is determined as the risk-free rate of each contract currency in which the leases are stipulated, with payment
dates based on the terms of the specific lease, increased by the parent company’s credit spread.
A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was
not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or
more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification
is defined as “the date when both parties agree to a lease modification”. When this occurs, the right of use assets and
the lease liabilities are updated accordingly. If a lease is terminated before the original lease term date defined at the
commencement date, both the right of use assets and the lease liabilities are remeasured, impacting also the profit or
loss statement.
In addition, the options for the extension and early termination of the lease agreements are re-evaluated when a
significant event or a change occurs in the circumstances that are under the control of the Group and this will influence
the assessment of the reasonable certainty of the exercise options.
Low value contracts (when the price of the asset, new and recognised on a single-component basis approach, is less
than Euro 5,000) and leases whose lease term is shorter than 12 months are not in the scope of IFRS 16 Leases, so
they are recognised through profit or loss on a straight-line basis over the lease term. Purely variable rents, typically
linked to sales without a guaranteed minimum, are also excluded from the scope of application of such standard and
are recognized in the statement of profit and loss in the period in which the condition that triggers those payments
occurs.
A lessee is expected to make judgement about whether other changes are substantive based on its understanding of
those changes and based on how they were historically managed by the Group. As a result, in the Group’s view, a
modification of the contract such as a renewal or an extension of the lease term is to be considered substantive only
when it is not consistent with the usual practices applied by the Group and in the industry as a whole.
The right of use assets are subsequently measured at cost less accumulated depreciation and impairment losses as
described in the paragraph “Impairment test” in the current section.
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ANNUAL REPORT
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Investments in equity instruments, associates and joint ventures
The initial recognition of investments in equity instruments (previously “available for sale”) is at purchase cost, increased
by any directly attributable transaction costs. The Group evaluates these instruments at fair value and the related
changes are recognised in a specific equity reserve. This change (Fair Value through Other Comprehensive Income) is
also included in the statement of comprehensive income as “items not recyclable to profit or loss”, therefore only
dividends received will be recorded in the statement of profit or loss of the Group. IFRS 9 also provides for an alternative
treatment that allows the recognition of fair value changes directly to profit or loss (Fair Value Through Profit or Loss).
The choice of this accounting treatment (FVTPL or FVOCI) has to be done for each investment and has to be considered
irrevocable once adopted. Any exceptions to the initial recognition will be reported in the Notes to the Consolidated
Financial Statements.
In the case of securities listed on active markets, the fair value is the price recorded at the end of the trading day of the
period under review. For investments for which there is no an active market, the fair value is determined based on the
price of recent transactions between independent parts of substantially similar instruments, or by using other valuation
techniques such as, for example, income assessments or based on flow analysis discounted financial figures.
Associated undertakings (“associates”) are recognised in the Consolidated Financial Statement using the equity method.
Associates are companies in which the Group has significant influence but does not exercise control. Significant influence
is defined as the power to participate in the financial and operating policy decisions of the investee without having control
or joint control.
Deferred tax assets
Deferred tax assets are amounts of income taxes recoverable in future periods in relation to deductible temporary
differences or carryforward of unused tax losses.
Deductible temporary differences are differences between the carrying amount of an asset or liability in the statement
of financial position and its tax value which, in determining taxable income for future years, will result in deductible
amounts when the carrying amount of the asset or liability is realized or settled.
Deferred tax assets are recognised for all deductible temporary differences, tax losses carried-forward and unused tax
credits only to the extent that is probable that taxable income will be available in future years against which the deductible
temporary differences can be used. Recoverability is reviewed at every year end. Deferred tax assets are measured at
the tax rates which are expected to apply to the period when the asset is realized based on tax rates (and tax laws) that
have been enacted or substantively enacted at the reporting date.
Deferred tax assets are not discounted.
Deferred tax assets are recognised through the profit or loss unless the tax amount is generated from a transaction or
an event directly recognised in equity or from a business combination.
Derivative financial instruments
Derivative financial instruments that hedge interest rate risk and exchange rate risk exposure are recognised at the fair
value based on hedge accounting rules.
According to these rules, within the framework of IFRS 9, future cash flow hedging contracts such as those listed
above are qualified as cash flow hedges. Hedge accounting treatment is allowed if derivative financial instruments are
designated as a hedge of the exposure to changes in future cash flows of a recognised asset or liability or a highly
probable transaction which could affect profit or loss. In this case, the change in fair value of the hedging instrument
is recognised in shareholders’ equity. Accumulated gains or losses are reversed from shareholders’ equity and
recognised in the profit or loss for the period in which the profit or loss effect of the hedged operation is recognised.
Any gain or loss on a hedging instrument (or portion thereof) which is no longer effective as a cash flow hedge is
immediately recognised in the profit or loss. If the hedged transaction is no longer expected to take place, any related
cumulative gain or loss outstanding in equity will be recognised in the profit or loss.
Non-current financial liabilities
Non-current financial liabilities include payables to banks for medium and long-term loans.
Non-current financial liabilities are initially recognised at fair value on the transaction date less transaction costs which
are directly attributable to the acquisition. After initial recognition, non-current financial liabilities are valued at amortised
cost, which means at the initial amount less principal repayments already made, plus or minus the amortisation (using
the effective interest method) of any difference between that initial amount and the maturity amount.
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Notes to the Consolidated Financial Statements
Employee benefits
Defined benefit plans are recognised using actuarial techniques to estimate the amount of the obligations resulting from
employee service in the current and past periods and discounting it to determine the present value of the Group’s obligations.
The present value of the obligations is determined by an independent actuary using the Projected Unit Credit Method.
Actuarial gains and losses are recognised directly in equity, net of the tax effect.
Other long-term employee benefits are recognised among non-current liabilities and their value corresponds to the present
value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement.
The recognition of these benefits is usually subject to the attainment of specific earnings by the Group, and their payment,
deferred over time to keep the beneficiaries in the organisation, is remeasured using indices relating to the Group’s
profitability or market value. Like defined benefit plans, other long-term benefits are also valued using the Projected Unit
Credit Method. Unlike defined benefits plans, the actuarial gains and losses of other long-term benefits are recognised
through profit or loss rather than through net equity.
Long-term employee benefits in the form of share-based payments (“phantom shares”) are cash-settled and fall within the
scope of IFRS 2. These benefits are measured at fair value, the estimation of which follows a risk neutral approach. In the
model, the risk free rate curve is deducted from the Euro area rates at the valuation date; in addition, the expected dividend
rate of the underlying was taken into account. Until the liability is settled, the fair value is restated at the date of each year
and at the settlement date. Changes in fair value are recognised through profit or loss.
Provisions for risks and charges and contingent assets
The Prada Group is mainly involved in civil and tax disputes and the related provisions for risks and charges are booked in
the financial statements both on the basis of historical experience and on the basis of assumptions concerning future events
that are difficult to predict as also depending on factors that are not under the full control of the Group. Therefore it is
possible that after the reporting period, departures between the estimates made and the actual results materialise so that
it might be necessary to make adjustments to the values of the liabilities recognised.
Application of exemptions to some or all the disclosures required by IAS 37 are applied when these could prejudice
seriously the position the Group in a dispute with other parties on the subject matter of the provision, contingent liability or
contingent asset.
Deferred tax liabilities
Deferred tax liabilities are amounts of income taxes due in future periods in respect of taxable temporary differences.
Taxable temporary differences are differences between the carrying amount of an asset or liability in the statement
of financial position and its tax base which, in determining the taxable income for future years, will result in taxable
amounts when the carrying amount of the asset or liability is recovered or settled.
Deferred tax liabilities are recognised for all taxable timing differences except when liability is generated by the initial
recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination
that does not affect the accounting result or the tax result at the transaction date.
Deferred tax liabilities are measured at the tax rates which are expected to apply to the period when the liability is
settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax liabilities are not discounted.
Deferred tax liabilities are recognised through the profit or loss unless the tax amount is generated from a transaction
or an event directly recognised in equity or from a business combination.
Accounting in hyperinflationary economies
Non-monetary assets and liabilities and gains and losses of entities whose functional currency is the currency of a
hyperinflationary economy are restated to reflect the changes in the general pricing power of their functional currency,
in accordance with IAS 29, by applying the change in the general price index between the date those items were acquired
or incurred and the end of the reporting period.
Therefore, for non-monetary items recognised at their historical cost, the opening Statement of Financial Position is
restated to reflect the effect of inflation from the date on which the assets were acquired and the liabilities were incurred
or assumed to the date of the previous year closing Statement of Financial Position. This effect is recognised in equity.
Afterward, all the corresponding restated data in the subsequent financial statements and the Statement of Profit or Loss
items are restated by applying the change in the general price index for the current reporting period, thereby generating
a gain or loss, charged to the income statement in a specific item called “net monetary position gain or loss”.
Moreover, IAS 21 states that the financial statements of a subsidiary whose functional currency is the currency of a
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hyperinflationary economy must be translated into a different presentation currency, i.e., all the amounts (assets,
liabilities, items of equity, income and expenses) must be translated at the closing rate of the reporting period, except for
comparative amounts that are translated into a currency of a non-hyperinflationary economy.
Since June 30, 2022, the Turkish economy has been considered hyperinflationary according to the definition and criteria
set out in “IAS 29 - Financial Reporting in Hyperinflationary Economies” as inflation in Turkey has risen exponentially,
with a cumulative inflation rate over three years that exceeds 100%.
Dec 31, 2020
Dec 31, 2021
June 30,
2022
Dec. 31,
2022
Dec. 31,
2023
Dec. 31,
2024
Three-year cumulative CPI*
54.2%
74.4%
136.4%
156.2%
268.3%
290.8%
(*) source: Turkish Statistical Institute
Revenue recognition and cost recognition
Revenues from the sale of goods are recognised in the profit or loss when all of the following criteria have been
satisfied:
―
identification of the contract (in writing, orally or in accordance with other customary business practices) with a
customer;
―
identification of the performance obligations in the contract;
―
determination of the transaction selling price for each performance obligations;
―
the amount of revenue (transaction selling price) can be measured reliably;
―
the significant risks and rewards of ownership are transferred to the buyer;
―
all control over the goods sold has ceased;
―
the economic benefits generated by the transaction will probably be enjoyed by the Group;
―
the costs pertaining to the transaction can be reliably measured;
―
each performance obligation has been satisfied.
Royalties are accounted for based on sales made by the licensees and the terms of the contracts.
Costs are recognised on an accrual basis. In particular, a cost is immediately recognised in the profit or loss when:
―
an expense does not generate any future economic benefit;
―
the future economic benefits do not qualify or cease to qualify as assets for recognition in the statement of
financial position;
―
a liability is incurred and no asset has been recognised.
Pre-opening rents
Costs incurred during the pre-opening period of new or refurbished retail stores are charged to the profit or loss when
incurred, except for the suspension of the depreciation of the right of use assets.
Interest expenses
Interest expenses might include interest on bank overdrafts, on short and long term loans, financial charges related
to the adjustments of the present value of the lease liabilities, amortisation of initial costs of loan operations, changes
in the fair value of derivatives – insofar as chargeable to the profit or loss –, annual interest maturing on the present
value of post-employment benefits and interests on late payments.
Taxation
The provision for taxation is determined based on a realistic estimate of the tax charge of each consolidated entity, in
accordance with the tax rates (and tax laws) that have been enacted or substantially enacted in each country at the
reporting date.
Current taxes are recognised in the profit or loss as an expense, except for taxes deriving from transactions or events
directly recognised through shareholders’ equity which are directly charged to equity.
The implementation of the Global Minimum Tax, provided for in Directive No. 2022/2523 of December 15, 2022
(implementing the OECD/G20 Pillar II proposal), is effective in Italy from January 1, 2024 as per Italian Legislative
Decree No. 209 of December 27, 2023.
Given the complexity of the system outlined in the above legislation to ensure this minimum level of taxation, for the
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Notes to the Consolidated Financial Statements
first three tax periods (for the Prada Group - financial years 2024 to 2026) the possibility of applying a simplified
regime has been provided for (so-called “transitional safe harbours”). This simplified regime is primarily based on
accounting information already available for each jurisdiction and the application of three tests (De Minimis test,
Simplified Effective Tax Rate test and Routine Profits test); passing at least one of these tests allows the disapplication
of any additional taxes required to reach the prescribed minimum tax level and the reduction of compliance burdens.
The top-up tax recorded in the caption “Taxation” as of December 31, 2024 is related to the Pillar II jurisdictions that
do not pass any of the transitional safe harbour tests. The amount accrued as of December 31, 2024 is the best
estimate effect based on the information known or reasonably estimable to date.
The Group, with the support of external consultants, has performed analyses and calculation of the impacts of the
new legislation and has set up the compliance requirements related to the application of Pillar II, implemented by
adequate company systems and procedures.
The Prada Group's exposure arising from the application of Pillar II depends on the fact that:
(i)
most of the Group's entities, assumed at aggregate level in the jurisdictions in which they are located, pass at
least one of the three tests referred to above;
(ii) with respect to entities that, on the other hand, do not satisfy, at the aggregate level in the jurisdictions in which
they are located, any of the three tests mentioned above, it is considered that their profits, and therefore the
potential tax exposure arising from the Pillar II framework, do not have a relevant impact on the profits and tax
liability of the Group as a whole.
The Group has applied the temporary exception, introduced in May 2023 by IASB with the “Amendments to IAS 12
Income taxes: International Tax Reform – Pillar II Model Rules”, regarding the accounting requirements for deferred
taxes under IAS 12; therefore, the Group neither recognises nor discloses information about deferred tax assets and
liabilities related to Pillar II income taxes.
Earnings or losses per share
Earnings or losses per share are calculated by dividing the net result attributable to the parent company by the
weighted average number of ordinary shares in issue.
Changes of accounting policies, errors and changes of estimates
The accounting policies adopted change from one year to the next only if the change is required by an accounting
standard or if it helps provide more reliable and meaningful information on the impact of operations on the entity’s
statement of financial position, profit or loss or cash flows.
Changes of accounting policy are accounted for retroactively with the effect allocated to the opening equity of the
earliest of the periods presented. The other comparative amounts reported for each prior period are also adjusted as
if the new policy had been applied from the outset. A prospective approach is adopted only when it would be
impracticable to restate the comparative information.
The application of a new or amended accounting standard is accounted for as requested by the standard itself. If the
standard does not regulate the transition method, the change is accounted for on a retroactive basis or, if impracticable,
on a prospective basis.
Material errors are treated on the same basis as changes of accounting policy as described above. Non-material
errors are corrected through the profit or loss in the period in which the error was identified.
Changes of accounting estimates are accounted for prospectively in the profit or loss for the year in which the change
is made if it only affects the profit or loss for that year, or in the profit or loss for the year in which the change is made
and in subsequent periods if they are also affected by the change.
Use of estimates
In accordance with IFRS, preparation of these consolidated financial statements requires the use of estimates and
assumptions when determining certain types of assets, liabilities, revenues and costs and when assessing contingent
assets and liabilities.
These assumptions refer, first of all, to operations and events not settled at the end of the period. Therefore, upon
payment, the actual outcome may differ from the estimated amounts. Estimates and assumptions are reviewed
periodically and the effects of each change are immediately recognised in the profit or loss.
Significant estimates are used mainly for impairment tests, when determining the provisions for risks and bad debts,
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the inventory obsolescence provision, the post-employment benefits, the share-based plans, the tax computation, the
measurement of derivatives, the lease term of contracts with renewal or early termination options (in accordance with
IFRS 16) and the useful life of property, plant and equipment and intangible assets.
Impact of climate change-related matters on financial statements
The Group has defined a climate strategy with the objective of reducing greenhouse gases (GHG) emissions, positively
contributing to the global goal of fighting climate change. The strategy, which is integrated into Group’s business
model and operations, includes medium-term carbon reduction targets related to direct GHG emissions (scope 1),
indirect GHG energy emissions (scope 2), and other indirect GHG emissions from sources not owned or controlled by
the Company itself (scope 3).
The main actions ongoing to reach the targets for scope 1, 2 and 3 are the following:
―
electrification of industrial sites heating/cooling systems;
―
switch to a green company car fleet;
―
increase in self-produced energy from owned photovoltaic systems;
―
investment in renewable energy procurement, including Collective Virtual Power Purchase Agreements (CVPPA)
for which effects for the Group will be granted in the next few years;
―
increase of LEED Gold or Platinum certifications;
―
raw materials transition plan towards lower impact alternatives.
The above actions have had and will have an impact on the Group's Consolidated Financial Statements in terms of
investments and recurring operations (e.g. purchase of certified renewable energy, purchase of lower impact raw
materials).
Management has also assessed the impact of climate change and the measures taken to comply with the climate strategy
on the criteria for the preparation of the Consolidated Financial Statements, with particular reference to the estimates
and assumptions as defined in the section “Use of Estimates”.
In addition, to align the performance of the Group’s key personnel with the interests of the stakeholders and to reinforce
the Group’s commitment to ESG issues, the Group has established a long-term variable incentive plan that includes
financial indicators and the achievement of specified sustainability objectives. Fulfillment of these criteria was taken into
account in the evaluation of the long-term incentive plans.
At this stage, management has assessed that the impact on the Group's financial statements is not material as it has not
identified any specific asset or liability whose measurement could be significantly affected by climate change issues.
Impact of the outbreak of war in Ukraine on financial statements
The effects of the ongoing conflict have been considered in the preparation of the financial statements as of December
31, 2024. The only notable impact on the preparation of the financial statements is the valuation of the assets held in
Russia and Ukraine and in particular the right of use assets related to the lease agreements still in place in the two
countries and two buildings owned in Moscow and St. Petersburg (net book value as of December 31, 2024 is Euro
15.4 million).
Consistently with last year, the right of use assets have been entirely written-down while the recoverable amount of
the buildings has been assessed with the support of leading independent real estate firm, based on the fair value using
the Comparative Method of valuation. The writedown recorded in the current fiscal year is equal to Euro 0.6 million.
The management will continue to closely monitor the evolution of the business and legal scenario to ensure the
appropriate valuation of the assets recognised in the consolidated financial statements of the Group and to abide by
the law and regulations being imposed.
7. Mergers and acquisitions
Most significant mergers and acquisitions include:
On January 9, 2024, Prada S.p.A. purchased 19% of the share capital of Prada Middle East Fzco. As a result, Prada
S.p.A.'s stake in Prada Middle East Fzco increased from 60% to 79%.
On July 10, 2024, Prada S.p.A. established the company Prada Bahrain Wll with the aim of expanding commercial
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Notes to the Consolidated Financial Statements
activities in Bahrein.
On December 20, 2024, Prada S.p.A. purchased 40% of the share capital of Effepì S.r.l..
8. Operating segments
In accordance with IFRS 8, which defines an operating segment as “a business division whose operating results are
regularly reviewed by top management in order to adopt decisions to allocate appropriate resources to the segment and
assess its performance”, the management identified each owned brand as the operating segments.
For financial statements presentation all operating segments identified have been aggregated into a single reportable
segment which corresponds to the entire Prada Group and is consistent with the core principles of IFRS 8.
It should be noted that the two main brands, Prada and Miu Miu, have similar economic and business profile and they
represent together 99% of the Group’s revenue. The other brands, which represent the remaining 1% of the Group’s
revenue, have been considered as not material.
The main economic indicators assessed to determine that the operating segments, Prada and Miu Miu, have similar
economic characteristics are:
―
long-term financial performance (in particular, average gross margin)
―
currency, competitive, operating and financial risks.
Moreover, Prada and Miu Miu present products of similar nature, similar production processes and customers and
the same distribution channels.
Therefore, as of December 31, 2024 it has been identified only one reportable segment as occurred in previous years.
Net sales
Detailed information on the net sales by distribution channel and brand are provided below and in the Financial
Review together with the related comments.
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
%
change
current
exc. rates
%
change
constant
exc. rates (*)
Net revenues
Retail net sales (Directly Operated Stores and e-commerce)
4,849,208
89.3%
4,189,676
88.6%
15.7%
18.0%
Wholesale net sales (independent customers and franchisees)
460,818
8.5%
433,206
9.2%
6.4%
7.1%
Royalties
121,531
2.2%
103,529
2.2%
17.4%
17.4%
Total net revenues
5,431,557
100%
4,726,411
100%
14.9%
17.0%
Retail net sales by brand
Prada
3,563,376
73.5%
3,488,276
83.3%
2.2%
4.2%
Miu Miu
1,228,053
25.3%
648,936
15.5%
89.2%
93.2%
Church's
31,659
0.7%
28,555
0.7%
10.9%
10.1%
Other
26,120
0.5%
23,909
0.6%
9.2%
9.0%
Total retail net sales
4,849,208
100%
4,189,676
100%
15.7%
18.0%
Retail net sales by geographic area
Asia Pacific
1,604,413
33.1%
1,446,146
34.5%
10.9%
13.1%
Europe
1,531,622
31.6%
1,312,023
31.3%
16.7%
17.5%
Americas
829,809
17.1%
767,365
18.3%
8.1%
8.9%
Japan
656,431
13.5%
483,838
11.5%
35.7%
45.8%
Middle East
226,933
4.7%
180,304
4.3%
25.9%
26.0%
Total retail net sales
4,849,208
100%
4,189,676
100%
15.7%
18.0%
(*) calculated excluding the effect of the hyperinflation in Turkey
134
134
ANNUAL REPORT
2024
Geographic information
The following table reports the carrying amount of the Group’s non-current assets by geographic area, as required by
IFRS 8, “Operating Segments”, for entities, like the Prada Group, that have a single reportable segment:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Europe
3,191,693
3,135,326
Americas
1,092,143
900,086
Asia Pacific
846,836
623,716
Japan
298,067
276,239
Middle East and Africa
148,068
137,437
Total
5,576,807
5,072,804
The total amount of Euro 5,577 million (Euro 5,073 million as of December 31, 2023) refers to the Group’s non-
current assets excluding, as per IFRS 8, those relating to derivatives, deferred tax assets and the pension fund surplus.
Consolidated Statement of Financial Position
9. Cash and cash equivalents
The cash and cash equivalents are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Cash on hand
3,634
5,900
Bank current accounts
213,236
245,113
Bank deposit accounts
734,858
377,376
Other cash equivalents
59,835
61,130
Total
1,011,563
689,519
As of December 31, 2024, the bank accounts and deposits accruing interest income had yields in the range of 0% and
5.77% annually (0% and 5.95% as of December 31, 2023). These ranges do not include the bank accounts and
deposits in Turkish lira, which have had very high yields due to high inflation and were not relevant in terms of amount.
For the bank deposits, interest income had average yield of 3.70% as of December 31, 2024 (3.94% as of December
31, 2023).
10. Trade receivables, net
The trade receivables, net are detailed below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Trade receivables – third parties
435,403
414,621
Allowance for bad and doubtful debts
(14,062)
(11,341)
Trade receivables – related parties
2,392
1,871
Total
423,733
405,151
135
135
Notes to the Consolidated Financial Statements
The change in the allowance for bad and doubtful debts is set forth below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Opening balance
11,341
11,595
Exchange differences
150
(244)
Increases
4,277
2,979
Reversals
(932)
(173)
Utilization
(774)
(2,816)
Closing balance
14,062
11,341
11. Inventories, net
The inventories, net can be broken down as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Raw materials
132,455
115,531
Work in progress
45,893
38,580
Finished products
799,772
726,295
Return assets
16,862
12,942
Allowance for obsolete and slow-moving inventories
(128,822)
(110,370)
Total
866,160
782,978
The stock increase was largely attributable to the need to support sales growth. In 2024, the inventory allowance was
increased, net of the utilisations and reversal, by Euro 18.5 million with allocations for slow-moving products and raw
materials.
The changes in the allowance for obsolete and slow-moving inventories in 2024 are as follows:
(amounts in thousands of Euro)
Raw
materials
Finished
products
Total allowance for obsolete
and slow-moving inventories
Opening balance
41,663
68,707
110,370
Exchange differences
6
243
249
Increases
4,164
24,122
28,286
Utilisation
-
(10,030)
(10,030)
Reversal
-
(53)
(53)
Closing balance
45,833
82,989
128,822
136
136
ANNUAL REPORT
2024
The changes in the allowance for obsolete and slow-moving inventories in 2023 were as follows:
(amounts in thousands of Euro)
Raw
materials
Finished
products
Total allowance for obsolete
and slow-moving inventories
Opening balance
32,222
56,222
88,444
Exchange differences
-
(185)
(185)
Increases
9,441
12,801
22,242
Utilisation
-
(97)
(97)
Reversal
-
(34)
(34)
Closing balance
41,663
68,707
110,370
12. Derivative financial instruments: assets and liabilities
Derivative financial instruments: assets and liabilities, current and non-current portions:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Financial assets regarding derivative instruments - current
12,487
17,550
Financial assets regarding derivative instruments - non-current
2,571
890
Total financial assets - derivative financial instruments
15,058
18,440
Financial liabilities regarding derivative instruments – current
(27,778)
(7,543)
Financial liabilities regarding derivative instruments – non-current
(399)
-
Total financial liabilities - derivative financial instruments
(28,177)
(7,543)
Net carrying amount – current and non-current portion
(13,119)
10,897
The net carrying amount of derivatives, considering both the current and non-current portions, has the following
composition:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
IFRS7
Category
Forward contracts
9,844
11,187
Level II
Options
2,658
2,423
Level II
Interest rate swaps
2,556
4,830
Level II
Positive fair value
15,058
18,440
Forward contracts
(24,472)
(7,474)
Level II
Options
(3,705)
(69)
Level II
Negative fair value
(28,177)
(7,543)
Net carrying amount – current and non-current
(13,119)
10,897
All the above derivative instruments are classified as Level II in the fair value hierarchy. The Group has not entered
137
137
Notes to the Consolidated Financial Statements
into any derivative contracts that could be qualified as Level I or III.
The fair values of derivatives arranged to hedge interest rate risks (interest rate swaps or “IRS”) and of derivatives
arranged to hedge foreign exchange risks (forward contracts and options) were determined by using one of the most
widely used valuation platforms on the financial market and are based on the interest rate curves and on spot and
forward exchange rates at the reporting date.
The Group entered into the derivative contracts in the course of its risk management activities in order to hedge
financial risks stemming from exchange rate and interest rate fluctuations. In addition, the Group mitigated the interest
rate risk balancing exposures of floating-rate debt with floating-rate liquidity investments.
Foreign exchange rate transactions
The cash flows of the Group are exposed to exchange rate volatility because it operates on an international scale. In order
to hedge this risk, the Group enters into options and forward sale and purchase agreements, so as to protect the value of
identified cash flows in Euro (or in other currencies used locally). The expected future cash flows mainly regard the
collection of intercompany trade receivables, the settlement of intercompany trade payables and financial cash flows.
The notional amounts of the derivative contracts (translated at the December 31, 2024 exchange rates reported in Note
38) designated as foreign exchange risk hedges are as stated below.
Contracts in effect as of December 31, 2024 to hedge projected future trade cash flows:
(amounts in thousands of Euro)
Options
Forward sale
contracts
December 31
2024
Currency
US Dollar
86,630
294,542
381,172
Chinese Renminbi
69,627
235,518
305,145
Japanese Yen
104,869
117,748
222,617
Korean Won
91,375
74,732
166,107
GB Pound
43,416
70,552
113,968
Hong Kong Dollar
7,436
48,893
56,329
Turkish Lira
-
46,955
46,955
Thai Baht
-
29,151
29,151
Canadian Dollar
-
28,766
28,766
Taiwan Dollar
-
24,938
24,938
Swiss Franc
-
22,418
22,418
Malaysia Ringgit
-
13,465
13,465
Other currencies
-
55,758
55,758
Total
403,353
1,063,436
1,466,789
Contracts in effect as of December 31, 2024 to hedge projected future financial cash flows:
(amounts in thousands of Euro)
Forward sale
contracts
December 31
2024
Currency
US Dollar
40,382
40,382
Swiss Franc
23,952
23,952
Korean Won
19,580
19,580
Taiwan Dollar
8,802
8,802
Malaysia Ringgit
1,292
1,292
Other currencies
8,409
8,409
Total
102,417
102,417
138
138
ANNUAL REPORT
2024
Contracts in effect as of December 31, 2023 to hedge projected future trade cash flows:
(amounts in thousands of Euro)
Options
Forward sale
contracts
December 31
2023
Currency
US Dollar
55,204
238,914
294,118
Chinese Renminbi
57,318
173,229
230,547
Korean Won
54,406
115,788
170,194
Japanese Yen
-
118,339
118,339
GB Pound
-
77,096
77,096
Canadian Dollar
7,035
17,620
24,655
Taiwan Dollar
-
22,811
22,811
Hong Kong Dollar
8,457
29,312
37,769
Swiss Franc
-
18,143
18,143
Malaysia Ringgit
-
11,620
11,620
Other currencies
4,798
80,766
85,564
Total
187,218
903,638
1,090,856
Contracts in effect as of December 31, 2023 to hedge projected future financial cash flows:
(amounts in thousands of Euro)
Forward sale
contracts
December 31
2023
Currency
US Dollar
43,514
43,514
GB Pound
35,671
35,671
Swiss Franc
33,153
33,153
Korean Won
20,925
20,925
Taiwan Dollar
8,876
8,876
Malaysia Ringgit
3,939
3,939
Other currencies
26,329
26,329
Total
172,407
172,407
All contracts in place as of December 31, 2024 have a maturity shorter than twelve months, except for some forward
contracts to hedge future financial cash flows which mature after December 31, 2025 and whose notional net amount
is Euro 17.2 million (referring entirely to forward sale contracts).
All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties
are expected to default. A liquidity analysis of the derivative contracts maturities is provided in the financial risks
section of these Notes.
139
139
Notes to the Consolidated Financial Statements
Interest rate transactions
The Group enters into interest rate swaps (“IRS”) in order to hedge the risk of interest rate fluctuations on bank loans. The
key features of the IRS agreements in place as of December 31, 2024 and December 31, 2023 are summarized below:
Interest Rate Swap (IRS) Agreement
Hedged loan
Contract
Currency
Notional
amount
Interest
rate
Maturity
date
Fair value as
of Dec. 31
2024
Currency
Type
of debt
Amount
Expiry
IRS
Euro/000
20,168
1.46%
May-2030
449
EUR
Term Loan
20,168
May-2030
IRS
Euro/000
100,000
1.33%
Apr-2025
346
EUR
Term Loan
100,000
Apr-2025
IRS
Euro/000
27,000
2.65%
Feb-2026
(88)
EUR
Term Loan
27,000
Feb-2026
IRS
GBP/000
36,450
2.78%
Jan-2029
1,849
GBP
Term Loan
36,450
Jan-2029
Total fair value (amounts in thousands of Euro)
2,556
Interest Rate Swap (IRS) Agreement
Hedged loan
Contract
Currency
Notional
amount
Interest
rate
Maturity
date
Fair value as
of Dec. 31
2023
Currency
Type
of debt
Amount
Expiry
IRS
Euro/000
23,833
1.46%
May-2030
875
EUR
Term Loan
23,833
May-2030
IRS
Euro/000
100,000
1.33%
Apr-2025
2,332
EUR
Term Loan
100,000
Apr-2025
IRS
Euro/000
52,200
2.65%
Feb-2026
190
EUR
Term Loan
52,200
Feb-2026
IRS
GBP/000
39,300
2.78%
Jan-2029
1,433
GBP
Term Loan
39,300
Jan-2029
Total fair value (amounts in thousands of Euro)
4,830
The IRS convert variable interest rates on bank loans into fixed interest rates. They have been arranged with major
financial institutions, and no counterparties are expected to default.
Information on financial risks
Capital management
The Group’s capital management strategy aims to guarantee a fair economic return to shareholders, protect the
interests of other stakeholders, maintain a balanced capital structure with a high degree of creditworthiness, reducing
the average cost of debt and minimizing financial risks.
140
140
ANNUAL REPORT
2024
Categories of financial assets and liabilities according to IFRS 7
Financial assets
The following is the detail of financial assets required by IFRS 7 under the categories required by IFRS 9:
(amounts in thousands of Euro)
Financial
assets
designated
at fair value
Held
to collect
Held
to collect
and sale
Other
Equity
instruments
Total
Notes
Cash and cash equivalents
-
-
-
1,011,563
-
1,011,563
9
Trade receivables, net
-
423,733
-
-
-
423,733
10
Derivative financial instruments
15,058
-
-
-
-
15,058
12
Other investments
-
-
-
-
37,624
37,624
18
Total as of December 31, 2024
15,058
423,733
-
1,011,563
37,624
1,487,978
(amounts in thousands of Euro)
Financial
assets
designated
at fair value
Held
to collect
Held
to collect
and sale
Other
Equity
instruments
Total
Notes
Cash and cash equivalents
-
-
-
689,519
-
689,519
9
Trade receivables, net
-
405,151
-
-
-
405,151
10
Derivative financial instruments
18,440
-
-
-
-
18,440
12
Investments in equity instruments
-
-
-
-
5,184
5,184
18
Other investments
-
-
-
-
36,426
36,426
18
Total as of December 31, 2023
18,440
405,151
-
689,519
41,610
1,154,720
Financial liabilities
The following is the detail of financial liabilities required by IFRS 7 under the categories required by IFRS 9:
(amounts in thousands of Euro)
Financial liabilities
designated
at fair value
Amortised
cost
Financial
liabilities
held for trading
Total
Notes
Financial payables
-
412,337
-
412,337
21,22,26
Trade payables
-
481,615
-
481,615
23
Derivative financial instruments
28,177
-
-
28,177
12
Lease liabilities
-
2,375,113
-
2,375,113
20
Total as of December 31, 2024
28,177
3,269,065
-
3,297,242
(amounts in thousands of Euro)
Financial liabilities
designated
at fair value
Amortised
cost
Financial
liabilities
held for trading
Total
Notes
Financial payables
-
492,613
-
492,613
21,22,26
Trade payables
-
453,387
-
453,387
23
Derivative financial instruments
7,543
-
-
7,543
12
Lease liabilities
-
2,110,888
-
2,110,888
20
Total as of December 31, 2023
7,543
3,056,888
-
3,064,431
141
141
Notes to the Consolidated Financial Statements
Fair Value
The reported amount of derivative instruments, whether assets or liabilities, reflects their fair value, as explained in
this Note 12.
The carrying amount of cash and cash equivalents, financial receivables and trade receivables, as adjusted for
impairment where necessary in accordance with IFRS 9, approximates their estimated realizable value and, hence,
their fair value.
The amount of the investments in equity instruments corresponds to its fair value (Level I).
The lease liabilities are reported at their present value, while all other financial liabilities are stated at their fair value.
Credit risk
Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual
obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognised in the
financial statements. However, according to management, the Group’s credit risk regards essentially the trade
receivables from wholesale and other commercial partners, and the cash holdings. The Group has implemented
specific control systems to manage such risk, as explained in the section describing risk factors in the Financial
Review.
Trade receivables
The table below provides an aging analysis of the trade receivables before accounting for the allowance for bad and
doubtful debts:
(amounts in thousands of Euro)
December
31, 2024
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade receivables
437,795
376,641
34,956
8,277
2,981
817
14,123
Total
December 31, 2024
437,795
376,641
34,956
8,277
2,981
817
14,123
(amounts in thousands of Euro)
December
31, 2023
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade receivables
416,492
331,052
55,306
9,854
3,717
2,570
13,993
Total
December 31, 2023
416,492
331,052
55,306
9,854
3,717
2,570
13,993
The following table provides an aging analysis of the trade receivables after accounting the allowance for bad and
doubtful debts:
(amounts in thousands of Euro)
December
31, 2024
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade receivables less allowance
for bad and doubtful accounts
423,733
373,853
34,926
8,107
2,839
791
3,217
Total
December 31, 2024
423,733
373,853
34,926
8,107
2,839
791
3,217
(amounts in thousands of Euro)
December
31, 2023
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade receivables less allowance
for bad and doubtful accounts
405,151
329,418
54,350
8,780
3,578
2,548
6,477
Total
December 31, 2023
405,151
329,418
54,350
8,780
3,578
2,548
6,477
142
142
ANNUAL REPORT
2024
Bank current accounts and deposits
The bank deposits are broken down by currency below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Currency
Euro
514,735
171,804
US Dollar
91,434
86,191
Hong Kong Dollar
55,307
55,624
Other Currencies
73,382
63,757
Total bank deposit accounts
734,858
377,376
The Group aims to reduce the financial counterparty risk on bank deposits by allocating the available funds to multiple
accounts that differ by currency, country and bank (always investment grade); such investments are always short-term.
The bank current accounts are broken down by currency as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Currency
UAE Dirham
42,197
14,988
Euro
32,519
54,569
Korean Won
22,411
6,442
US Dollar
18,374
70,098
Hong Kong Dollar
7,824
6,406
GB Pound
594
12,644
Other currencies
89,317
79,966
Total bank current accounts
213,236
245,113
For its operational activities and business processes the Group makes use of financial counterparties of primary
standing and appropriate level of diversification; as a result the counterparty risk on bank accounts can be considered
not significant.
Liquidity risk
Liquidity risk refers to the difficulty the Group could have in securing new funds, leading to a failure in meeting its
financial obligations. The Directors are responsible for managing liquidity risk, while the Group Chief Financial Officer
(CFO), supported by the Deputy Group CFO, is in charge of optimizing the management of financial resources.
According to the Directors, the funds and credit lines currently available, in addition to those that will be generated
by operating and financing activities, will enable the Group to meet its financial requirements arising from investing
activities, working capital management, punctual loan repayment and dividend payment in the foreseeable period.
To provide greater financial flexibility, on April 17, 2024 Prada S.p.A. signed a new Euro 800 million Sustainability-
Linked Revolving Credit Facility (5-year duration), replacing the existing Euro 400 million facility. This new Revolving
Credit Facility is undrawn as of December 31, 2024.
As of December 31, 2024, the Group had undrawn cash credit lines of Euro 1,296 million available at banks (Euro 768
million as of December 31, 2023), of which Euro 861 million were committed credit lines and Euro 435 million were
uncommitted ones.
143
143
Notes to the Consolidated Financial Statements
An aging analysis of the trade payables is set forth below:
(amounts in thousands of Euro)
December
31, 2024
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade payables
481,615
404,736
54,869
5,349
3,671
3,313
9,677
Total
December 31, 2024
481,615
404,736
54,869
5,349
3,671
3,313
9,677
(amounts in thousands of Euro)
December
31, 2023
Not
overdue
Overdue (in days)
1 ≤ 30
31 ≤ 60
61 ≤ 90
91 ≤ 120
> 120
Trade payables
453,387
372,015
56,875
8,958
3,473
1,694
10,372
Total
December 31, 2023
453,387
372,015
56,875
8,958
3,473
1,694
10,372
Financial liabilities under derivative financial instruments (forward contracts and options)
The maturities of the financial liabilities according to the earliest date on which the Group could be required to pay
(worst-case scenario) are presented in the following tables.
As required by IFRS 7, the following tables show the financial liabilities under forward contracts and options designated
as cash flow hedges where a negative cash flow is expected at the reporting date:
(amounts in thousands of Euro)
Future
contractual
cash flows at
Dec. 31, 2024
6 mths
or less
6 to 12
mths
1 to 2
years
2 to 3
years
3 to 4
years
more
than
4 years
Net cash flows (outflows / in
flows) of forward contracts
(24,472)
(13,007)
(11,066)
(399)
-
-
-
Net cash flows (outflows /
inflows) of options
(3,705)
(1,849)
(1,852)
(4)
-
-
-
Net amount
(28,177)
(14,856)
(12,918)
(403)
-
-
-
(amounts in thousands of Euro)
Future
contractual
cash flows at
Dec. 31, 2023
6 mths
or less
6 to 12
mths
1 to 2
years
2 to 3
years
3 to 4
years
more
than
4 years
Net cash flows (outflows / in
flows) of forward contracts
(7,474)
(3,803)
(3,671)
-
-
-
-
Net cash flows (outflows /
inflows) of options
(69)
-
(1)
(22)
(46)
-
-
Net amount
(7,543)
(3,803)
(3,672)
(22)
(46)
-
-
Financial liabilities under derivative financial instruments (interest rate swaps)
There are no interest rate swaps with a negative cash flow in 2023 and 2024.
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ANNUAL REPORT
2024
Financial liabilities
(amounts in thousands of Euro)
Carrying
amount at
Dec. 31, 2024
Future
contractual
cash flows at
Dec. 31, 2024
on
demand
6 mths
or less
6 to 12
mths
1 to 2
years
2 to 3
years
3 to 4
years
more
than 4
years
Lease liabilities
2,375,113
2,681,664
-
249,134
247,122
428,078
373,811
308,782
1,074,737
Financial liabilities – third parties
(without deferred costs on loans)
404,453
424,062
- 172,372
20,275
153,523
17,352
22,583
37,957
Financial liabilities – related parties
8,149
8,636
-
2,088
6,548
-
-
-
-
Total
2,787,715
3,114,362
-
423,594
273,945
581,601
391,163
331,365
1,112,694
(amounts in thousands of Euro)
Carrying
amount at
Dec. 31, 2023
Future
contractual
cash flows at
Dec. 31, 2023
on
demand
6 mths
or less
6 to 12
mths
1 to 2
years
2 to 3
years
3 to 4
years
more
than 4
years
Lease liabilities
2,110,888
2,334,644
-
239,094
226,276
388,426
329,148
290,240
861,460
Financial liabilities – third parties
(without deferred costs on loans)
487,327
519,976
-
120,942
43,942
156,610
151,900
10,442
36,140
Financial liabilities – related parties
5,853
5,853
-
1,505
4,348
-
-
-
-
Total
2,604,068
2,860,473
-
361,541
274,566 545,036 481,048 300,682
897,600
Some of the above financial liabilities contain loan covenants, as described in Note 26.
Sensitivity on exchange rate risk
The exchange rate risk to which the Group is exposed is concentrated largely with Prada S.p.A. and it results from
fluctuation of foreign currencies against the Euro.
Prada S.p.A. is the Group’s parent and worldwide distributor of brand products. Intercompany transactions involving
the parent and the subsidiaries are mainly settled in the local currency of the latter. Therefore, foreign exchange risk
mainly arises from such intercompany transactions. Derivative transactions are put in place to mitigate such foreign
exchange rate risk.
In terms of exposure, the most important currencies for the Group are the British Pound, Hong Kong Dollar, Japanese
Yen, US Dollar, Chinese Renminbi and Korean Won.
The following table shows the sensitivity of the consolidated net income and equity to a range of hypothetical
fluctuations in the main foreign currencies against the Euro, based on the statement of financial position of the
Group’s companies as of December 31, 2024:
(amounts in thousands of Euro)
Euro strengthens by 5%
Euro weakens by 5%
Impact on net
result
Impact on net
equity
Impact on net
result
Impact on net
equity
GP Pound
246
3,700
(634)
(4,938)
Hong Kong Dollar
1,000
3,299
(1,142)
(3,774)
Japanese Yen
(3,185)
4,631
3,537
(5,042)
US Dollar
1,842
16,393
(2,283)
(19,288)
Chinese Renminbi
1,938
12,149
(2,357)
(14,031)
Korean Won
(834)
4,785
1,194
(4,933)
Other currencies
(5,618)
2,756
6,210
(3,047)
Total
(4,611)
47,713
4,525
(55,053)
The total impact on equity (positive for Euro 47.7 million and negative for Euro 55.1 million) is the sum of the
145
145
Notes to the Consolidated Financial Statements
theoretical effect on the statement of profit or loss and on the cash flow hedge reserve of a hypothetical strengthening
or weakening of the Euro against the other currencies.
The effects on the financial statement items are presented above before taxes. The sensitivity analysis is based on
currency exposure at the end of the period, which might not reflect the actual exposure during the period. For this
reason it is purely indicative.
Sensitivity on interest rate risk
The Prada Group is exposed to interest rate fluctuations mainly with regard to interest expense on the medium / long-
term debt of the parent company, Prada S.p.A., and of some of its subsidiaries. The financial risk management is
under the ultimate responsibility of the Group CFO.
The following table shows the sensitivity of the consolidated net income and equity to a hypothetical shift in the
interest rate curve based on the financial position of the Group’s companies as of December 31, 2024:
(amounts in thousands of Euro)
Interest rate curve shift
+0.50%
-0.50%
Impact on net
result
Impact on net
equity
Impact on net
result
Impact on net
equity
Euro
1,377
1,638
(1,377)
(1,646)
GP Pound
(131)
427
131
(439)
Hong Kong Dollar
316
316
(316)
(316)
Japanese Yen
11
11
(11)
(11)
US Dollar
513
513
(513)
(513)
Other currencies
596
596
(596)
(596)
Total
2,682
3,501
(2,682)
(3,521)
The total impact on equity (positive and negative for Euro 3.5 million) is the sum of the theoretical effect on the
statement of profit or loss and on the cash flow hedge reserve of a hypothetical shift in the interest rate curve. The
effects on the financial statement items are presented above before taxes.
The sensitivity analysis is based on the net financial position at the end of the period, which might not reflect the actual
exposure to interest rate risk during the period. For this reason it is purely indicative.
Other risks
Risks factors affecting the international luxury goods market and those specific to the Prada Group are described in
the Financial Review in the paragraph “Risks factors and management”.
13. Receivables due from, and advance payments to, related
parties – current and non-current
The current receivables due from, and advance payments to, related parties are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Financial receivables
7
2
Other receivables and advances
134
136
Receivables due from, and advance payments to, related parties - current
141
138
146
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ANNUAL REPORT
2024
The non-current receivables due from, and advance payments to, related parties are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Financial receivables
369
-
Receivables due from, and advance payments to, related parties - non-current
369
-
Additional information on related party transactions is provided in Note 40.
14. Other current assets
The other current assets are set forth below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
VAT
37,833
38,317
Taxation and other tax receivables
62,283
82,853
Other assets
15,584
15,063
Prepayments
124,011
124,244
Guarantee deposits
5,613
6,935
Total
245,324
267,412
Other assets
The other assets are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Advances to suppliers
9,589
6,493
Incentives for retail investments
484
455
Other receivables
5,511
8,115
Total
15,584
15,063
Prepayments
The prepayments are detailed below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Rental costs
6,309
3,371
Insurance
3,203
2,180
Design costs
31,494
33,194
Fashion shows and advances on advertising campaigns
43,640
37,163
Other
39,365
48,336
Total
124,011
124,244
147
147
Notes to the Consolidated Financial Statements
Prepayments primarily relate to costs incurred to design collections, launch advertising campaigns and host fashion
shows, that will generate revenue after the reporting period.
Guarantee deposits
The guarantee deposits refers primarily to security deposits paid under retail leases.
15. Property, plant and equipment
The historical cost and accumulated depreciation of the past two years are set forth below:
(amounts in thousands of Euro)
Land and
buildings
Production
plant and
machinery
Leasehold
improvements
Furniture
& fittings
Other
tangibles
Assets under
construction
Total
Historical cost
1,401,574
281,459
1,443,765
708,792
232,658
71,307
4,139,555
Accumulated depreciation
(214,678)
(206,819)
(1,113,221)
(406,587)
(165,374)
-
(2,106,679)
Net carrying amount as of
December 31, 2023
1,186,896
74,640
330,544
302,205
67,284
71,307
2,032,876
Historical cost
1,476,603
300,975
1,556,832
781,981
229,670
100,361
4,446,422
Accumulated depreciation
(245,303)
(221,184)
(1,129,733)
(434,101)
(161,046)
-
(2,191,367)
Net carrying amount as of
December 31, 2024
1,231,300
79,791
427,099
347,880
68,624
100,361
2,255,055
The changes in the net carrying amount for the year are as follows:
(amounts in thousands of Euro)
Land and
buildings
Production
plant and
machinery
Leasehold
improvements
Furniture
& fittings
Other
tangibles
Assets under
construction
Total net
carrying
amount
Opening balance
1,186,896
74,640
330,544
302,205
67,284
71,307
2,032,876
Change in the consolidation area
-
533
-
-
276
-
809
Additions
35,624
15,240
179,226
77,616
8,547
99,324
415,577
Depreciation
(28,116)
(14,229)
(123,650)
(47,411)
(11,902)
-
(225,308)
Disposals
(510)
(121)
(224)
(190)
(44)
(1,303)
(2,392)
Exchange differences
28,235
79
6,043
5,225
81
16
39,679
Other movements
9,937
4,223
37,843
15,352
4,385
(68,707)
3,033
Impairment
(766)
(574)
(9,442)
(4,953)
(38)
(276)
(16,049)
Revaluation IAS 29
-
-
6,759
36
35
-
6,830
Closing balance
1,231,300
79,791
427,099
347,880
68,624
100,361
2,255,055
The increase in leasehold improvements and furniture & fittings regarded primarily restyling and relocation projects
for the retail premises.
The assets under construction at the end of the period concern retail and industrial projects.
Impairment test
As required by IAS 36 “Impairment of assets”, it has been assessed whether there was any indicator of impairment on
property, plant and equipment, right of use and intangible assets (other than goodwill), allocated to CGUs. The CGUs
for which an indicator of impairment emerged have been tested for impairment.
The Discounted Cash Flow method used to identify the recoverable amount of the CGUs consists of discounting the
projected cash flows generated by the activities directly attributable to the CGU (value in use). Value in use is the sum
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ANNUAL REPORT
2024
of the present value of the future cash flows expected from the CGU (based on management’s best estimate) and the
present value of the related operating activities at the end of the period (terminal value).
The projected cash flows do not consider either significant improvements in the performance of the assets existing as
of December 31, 2024 or future developments of new activities.
For each CGUs tested, the weighted average cost of capital (“WACC”) was determined by taking into due consideration
the risk profile of the CGU, as well as other specific parameters, such as geographic location.
The “g” rate of growth used to calculate the terminal value was assumed in line with inflation expectations prospects
and not higher than the long-term growth expected for the luxury goods market.
As a result of the impairment test as of December 31, 2024, the Group recognized impairment losses on property,
plant and equipment equal to Euro 3.2 million, in addition to the impairment equal to Euro 12.9 million related to
asset disposal and/or substitution. Total impairment recognized on property, plant and equipment during the year
amounts to Euro 16 million.
16. Intangible assets
The historical cost and accumulated amortisation / impairment of the past two years are set forth below:
(amounts in thousands of Euro)
Trademarks
and
intellectual
property
rights
Goodwill
Store lease
acquisition
Software
Other
intangibles
Assets in
progress
Total
Historical cost
407,798
580,909
49,885
300,639
65,432
50,003
1,454,666
Accumulated amortisation /
impairment
(231,012)
(65,402)
(49,873)
(197,154)
(65,201)
-
(608,642)
Net carrying amount as of
December 31, 2023
176,786
515,507
12
103,485
231
50,003
846,024
Historical cost
412,090
583,484
52,157
372,937
65,434
53,288
1,539,390
Accumulated amortisation /
impairment
(243,360)
(67,977)
(52,101)
(242,778)
(65,254)
-
(671,470)
Net carrying amount as of
December 31, 2024
168,730
515,507
56
130,159
180
53,288
867,920
The changes in the net carrying amount for the year are as follows:
(amounts in thousands of Euro)
Trademarks
and
intellectual
property
rights
Goodwill
Store lease
acquisition
Software
Other
intangibles
Assets in
progress
Total net
carrying
amount
Opening balance
176,786
515,507
12
103,485
231
50,003
846,024
Additions
1,138
-
-
32,955
-
42,775
76,868
Amortisation
(10,658)
-
1,618
(44,985)
(1,167)
-
(55,192)
Disposals
-
-
-
(203)
-
(201)
(404)
Exchange differences
1,464
-
3
18
2
(1)
1,486
Other movements
-
-
(1,577)
39,009
1,138
(39,288)
(718)
Impairment
-
-
-
(120)
(24)
-
(144)
Closing balance
168,730
515,507
56
130,159
180
53,288
867,920
149
149
Notes to the Consolidated Financial Statements
The net carrying amount of trademarks and intellectual property rights at the reporting date is broken down in the
following table:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Miu Miu
105,013
110,565
Church's
40,947
42,190
Prada
5,617
5,419
Other trademarks and other intellectual property rights
17,153
18,612
Total
168,730
176,786
During the year no impairment was recognised for the Group’s trademarks.
The capital expenditures for software refer to technological and digital evolution projects in the retail, manufacturing
and corporate areas.
The total capital expenditure for property, plant and equipment and intangible assets in the twelve months ended
December 31, 2024 was Euro 493.3 million, as broken down below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Retail
324,039
215,884
Real estate
30,855
381,711
Industrial, logistics and corporate
138,360
155,106
Total
493,254
752,701
Impairment test
As required by IAS 36 “Impairment of assets”, intangible assets with indefinite useful lives are not amortised, but they
are tested for impairment at least once a year. The Group does not report intangible assets with indefinite useful lives
other than goodwill.
Consistently with last year, the groups of CGUs - which represent the lowest level within the Group at which
management tests goodwill for impairment - correspond to the brands Prada and Miu Miu (the operating segments
identified for segment reporting purpose in compliance with IFRS 8 as reported in Note 8).
As of December 31, 2024, the goodwill recognised in the consolidated financial statements is Euro 515.5 million, and
it is allocated to the following group of CGUs as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Prada
424,262
424,262
Miu Miu
91,245
91,245
Total
515,507
515,507
The impairment tests as of December 31, 2024 did not identify any impairment losses for the groups of CGU listed above.
The Discounted Cash Flow method used to identify the recoverable amount of the group of CGUs consists of discounting
the projected cash flows generated by the activities directly attributable to the operating segment to which the intangible
asset or net invested capital has been assigned (value in use). Value in use is the sum of the present value of the future cash
flows expected on the basis of the business plan projections prepared by the management for each group of CGUs and the
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150
ANNUAL REPORT
2024
present value of the related operating activities at the end of the period (terminal value). The recoverable amount was
estimated with the assistance of a leading consulting firm.
The business plans used for the impairment tests were prepared by the management starting from the 2025 budget and
cover a period that does not exceed five years. The 2025 budget was approved by the Board of Directors on January 23,
2025. The business plans do not take into account either significant improvements in the performance of the assets existing
as of December 31, 2024 or future developments of new activities.
For each group of CGUs tested, the weighted average cost of capital (“WACC”) was determined by taking into due
consideration the risk profile of the CGUs’ group activities, as well as other specific parameters, such as geographic location.
The “g” rate of growth used to calculate the terminal value was assumed equal to 2.5%, in line with inflation expectations
prospects and not higher than the long-term growth expected for the luxury goods market.
The WACC (post-tax) and g-rates used for impairment tests of groups of CGUs that include goodwill are reported below:
CGU
2024
WACC
g-rate
Prada
7.2%
2.5%
Miu Miu
7.2%
2.5%
Concerning such group of CGUs, an analysis of the sensitivity of the impairment test has been performed to changes
in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is
allocated. It has been verified that no reasonable change in the key assumptions would generate a reduction in the
recoverable amount to the extent of constituting an impairment loss.
However, since the value in use is measured on the basis of estimates and assumptions, management cannot guarantee
that the value of goodwill or other tangible and intangible assets will not be subject to impairment in the future.
Church’s
IAS 36 requires an entity to assess at each annual reporting date whether there are indications of impairment for any
other asset (excluding goodwill) recognised in the Statement of Financial Position.
In this respect, an impairment test was carried out on Church’s group of CGUs, which include the value of the brand for
Euro 41 million subject to depreciation with a residual useful life of 15 years, in order to identify any further potential
impairment following the reorganisation process started in 2022.
The Discounted Cash Flow method used to identify the recoverable amount (value in use) consisted of discounting the
projected cash flows generated by the net invested capital. The recoverable amount was estimated with the assistance
of a leading consulting firm. The cash flow projections used for the impairment test were based on the business plan
prepared by management. The rate used to discount the cash flows is the weighted average cost of capital (WACC) in a
post-tax configuration. For the year ended December 31, 2024, the WACC used to discount the cash flows generated by
the Church’s group of CGUs was 7.3%, and it was determined taking into due consideration the risk profile of the group
of CGU’s activities. The “g” rate of growth used to calculate the terminal value was assumed equal to 2.5%, in light of
the medium-term inflation rate in the countries where Church’s operates and of the growth outlook for the luxury goods
market.
The impairment test as of December 31, 2024 did not identify any impairment losses.
A sensitivity analysis of the impairment test was carried out to changes in the key assumptions used to determine the
recoverable amount for the group of CGUs and did not show any potential impairment loss. The “break-even” WACC at
which the recoverable amount would be equal to the carrying amount is 10.2%.
151
151
Notes to the Consolidated Financial Statements
17. Right of use assets
The changes in the net carrying amount of the right of use assets for the year ended December 31, 2024 are shown below:
(amounts in thousands of Euro)
Real estate
Other
Total net
carrying amount
Opening balance
2,020,536
4,016
2,024,552
New contracts, initial direct costs and remeasurements
658,950
8,731
667,681
Depreciation
(451,529)
(2,634)
(454,163)
Contracts termination
(389)
5
(384)
Exchange differences
42,799
4
42,803
Impairment
(8,563)
-
(8,563)
Revaluation IAS 29
7,029
-
7,029
Closing balance
2,268,833
10,122
2,278,955
The right of use assets increased by Euro 254.4 million, mainly as a result of new leases and remeasurements of
existing leases totaling Euro 667.7 million, net of depreciation of Euro 454.2 million, termination of contracts of Euro
0.4 million, writedowns of Euro 8.6 million and foreign exchange differences impact of Euro 42.8 million.
The increase for new leases, initial direct costs and remeasurements is attributable to lease renewals (largely in Asia
and Europe) and the remeasurement of the liability to adjust it to indexes commonly used in the real estate industry
(mainly the consumer price index).
Right of use assets “other”, amounting to Euro 10.1 million, includes plant, machinery, vehicles and hardware.
Impairment test
As required by IAS 36 “Impairment of assets”, it has been assessed whether there was any indicator of impairment on
property, plant and equipment, right of use and intangible assets (other than goodwill), allocated to CGUs. The CGUs
for which an indicator of impairment emerged have been tested for impairment.
Please refer to the Note 15 Property, plant and equipment for the details of the impairment test carried out. As a
result of the impairment test as of December 31, 2024, Euro 8.6 million impairment losses has been recorded on the
right of use assets of the CGUs tested.
18. Investments in equity instruments, associates and joint
ventures
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Investments in equity instruments
-
5,184
Associates and joint ventures
37,624
36,426
Total
37,624
41,610
The increase in “Associates and joint ventures” includes the acquisition of Effepì S.r.l..
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ANNUAL REPORT
2024
19. Other non-current assets
The other non-current assets are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Guarantee deposits
84,513
70,510
Prepayments for commercial agreements
41,733
45,907
Pension fund surplus (Note 27)
4,773
4,652
Other long-term assets
8,067
10,435
Total
139,086
131,504
The guarantee deposits are set forth below by nature and maturity:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Nature:
Stores
71,146
58,672
Offices
4,952
5,409
Warehouses
438
181
Other
7,977
6,248
Total
84,513
70,510
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Maturity:
Between one to two years
14,143
15,750
Between two to five years
34,632
25,802
After more than five years
35,738
28,958
Total
84,513
70,510
The guarantee deposits refer primarily to security deposits paid under retail leases.
20. Lease liabilities
The following table sets forth the changes in the lease liabilities:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Opening balance
2,110,888
2,107,577
New contracts, initial direct costs and remeasurements
658,907
602,172
Payments (net of interests)
(438,833)
(429,685)
Contracts termination
(4,078)
(108,023)
Exchange differences
48,229
(61,153)
Closing balance
2,375,113
2,110,888
153
153
Notes to the Consolidated Financial Statements
The lease liabilities increased from Euro 2,111 million as of December 31, 2023 to Euro 2,375 million as of December
31, 2024, primarily as a result of new contracts and remeasurements for lease extensions or modifications for Euro
658.9 million, net of the payments of the period for Euro 438.8 million, termination of contracts of Euro 4.1 million,
and the foreign exchange differences impact for the period for Euro 48.2 million.
The lease liabilities were concentrated mainly in the following countries: U.S.A., Italy and Japan.
21. Short-term financial payables and bank overdrafts
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Short-term bank loans
34,322
64,778
Current portion of long-term loans
149,126
83,865
Deferred costs on loans
(201)
(305)
Total
183,247
148,338
Short-term financial payables as of December 31, 2024 are uncommitted credit lines partially used by Prada Fashion
Commerce (Shanghai) co Ltd and Prada Japan co Ltd.
The short-term bank loans are broken down by currency below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Japanese Yen
20,238
13,753
Chinese Renminbi
13,187
-
Euro
-
50,000
Other currencies
897
1,025
Total
34,322
64,778
The Group generally borrows at variable interest rates, as explained in Note 26, and manages the risk of interest rate
fluctuations by using hedging contracts, as explained in Note 12.
Additional information on the covenants applicable to the long-term loans is reported in Note 26.
22. Payables due to related parties – current
The current payables due to related parties are shown below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Financial payables
8,149
5,853
Other payables
130
5
Total
8,279
5,858
The current financial payables due to related parties regard loans granted by non-controlling shareholders of the
Group’s subsidiaries in the Middle East.
Additional information on related party transactions is provided in Note 40.
154
154
ANNUAL REPORT
2024
23. Trade payables
The trade payables are detailed as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Trade payables – third parties
475,822
447,615
Trade payables – related parties
5,793
5,772
Total
481,615
453,387
24. Tax payables
The tax payables are detailed hereunder:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Current taxation
99,306
32,409
VAT and other taxes
77,832
89,414
Total
177,138
121,823
The Group recognises current tax liabilities of Euro 99.3 million as of December 31, 2024 (Euro 32.4 million as of
December 31, 2023) against tax receivables (shown among the current assets) of Euro 62.3 million (Euro 82.9 million
as of December 31, 2023), as reported in Note 14.
25. Other current liabilities
The other current liabilities are as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Payables for capital expenditure
124,163
92,137
Accrued expenses and deferred income
26,560
24,052
Other payables
220,537
185,954
Total
371,260
302,143
The other payables are detailed below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Short-term benefits for employees and other personnel
121,969
115,066
Customer advances
46,342
32,737
Provision for returns from customers
50,451
35,450
Other
1,775
2,701
Total
220,537
185,954
155
155
Notes to the Consolidated Financial Statements
26. Long-term financial payables
The long-term financial payables are as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Long-term bank borrowings
221,005
338,684
Deferred costs on loans
(64)
(262)
Total
220,941
338,422
Prada S.p.A.’s loan covenants were fully complied with as of December 31, 2024 and they are expected to be complied
with within the next 12 months as well.
The long-term bank borrowings as of December 31, 2024, excluding amortised costs, are set forth below:
Borrower
Amount
(Euro
thousands)
Type
of loan
Currency
Expiry date
Interest
rate (1)
Current
Portion
(Euro
thousands)
Non-current
Portion
(Euro
thousands)
Pledge
Covenant
(2)
Prada S.p.A.
20,171
Term-loan
EUR
05/2030
2.737%
3,666
16,505
Mortgage
loan
n.a.
Prada S.p.A.
100,000
Term-loan
EUR
04/2025
2.000%
100,000
-
-
Leverage
≤ 3
Prada S.p.A.
100,000
Term-loan
EUR
07/2026
3.137%
-
100,000
-
Leverage ≤
3.5
Prada S.p.A.
27,000
Term-loan
EUR
02/2026
3.549%
12,600
14,400
-
Leverage
≤ 3.5
Prada S.p.A.
3,000
Term-loan
EUR
01/2025
3.682%
3,000
-
-
Leverage
≤ 3
Prada S.p.A.
22,222
Term-loan
EUR
11/2026
3.662%
11,111
11,111
-
Leverage
≤ 3.5
Kenon Ltd
42,783
Term-loan
GBP
01/2029
4.477%
4,975
37,808
Mortgage
loan
Loan to value
< 60%
Prada
Fashion
Commerce
(Shanghai)
co Ltd
26,961
Term-loan
RMB
07/2026
3.451%
13,774
13,187
-
n.a.
Prada
Fashion
Commerce
(Shanghai)
co Ltd
27,994
Term-loan
RMB
08/2029
3.796%
-
27,994
-
n.a.
Total
370,131
149,126
221,005
(1) the interest rates include the effect of any interest rate risk hedges
(2) “leverage” is the ratio between the net financial position (deficit) and the sum of “EBIT”, “Interest expenses on lease liabilities” and “Depreciation,
amortisation and impairment on tangible and intangible fixed assets”
“loan to value" is the ratio between the amount of the mortgage loan and the market value of the property
Covenants are calculated on a semester basis based on the financial information as of December 31 and June 30
In 2024, the current portions of long-term loans were repaid for a total amount of Euro 84 million. Prada Fashion
Commerce (Shanghai) co Ltd stipulated a new medium/long-term loan, with a term of 5 years, for the amount of RMB
400 million (Euro 52.7 million), which was drawn at the end of the year for RMB 212.3 million (Euro 27.4 million).
Moreover, on April 17, 2024 Prada S.p.A. signed a new Euro 800 million Sustainability-Linked Revolving Credit
Facility (5-year duration), replacing the existing Euro 400 million facility. This new Revolving Credit Facility is undrawn
as of December 31, 2024.
156
156
ANNUAL REPORT
2024
Prada S.p.A.’s mortgage loan is secured by the Group’s headquarter building in Milan, and Kenon Ltd’s mortgage loan
is secured by the building on Old Bond Street, London, used for one of the most prestigious Prada stores in Europe
and offices.
The Group generally borrows at variable interest rates and manages the risk of interest rate fluctuations through
hedging agreements, as described in Note 12.
The financial payables are set forth hereunder by their portions with fixed (that are connected to the existing IRS) and
variable interest rates:
December 31, 2024
December 31, 2023
variable
interest rates
fixed
interest rates
variable
interest rates
fixed
interest rates
Short-term financial payables
33%
67%
77%
23%
Long-term financial payables
56%
44%
44%
56%
27. Long-term employee benefits
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Post-employment benefits
40,974
42,092
Other long-term employee benefits
40,775
18,783
Total liabilities for long-term benefits
81,749
60,875
Pension plan surplus (Note 19)
(4,773)
(4,652)
Net liabilities for long-term benefits
76,976
56,223
Post-employment benefits
The net balance of long-term employee benefits as of December 31, 2024 is a liability of Euro 77 million (Euro 56.2
million as of December 31, 2023) and all the benefits fall within the scope of defined benefit plans.
The post-employment benefits consist of:
―
Euro 19.9 million (Euro 21.3 million as of December 31, 2023) in liabilities accounted for by Italian companies;
―
Euro 21.1 million by the foreign subsidiaries (Euro 20.8 million as of December 31, 2023).
The Italian liabilities regard the “Trattamento di Fine Rapporto” (“TFR”, or staff leaving indemnities), a deferred
benefit for employees that is mandatory for Italian businesses and is based on the employees’ length of service and
salary. The present value of the liability recognised was determined by projecting the amount accrued as of December
31, 2024 as per Italian law to the estimated future date of employment termination, and then discounting it to the
present value at the same reporting date using the projected unit credit method (“PUCM”).
157
157
Notes to the Consolidated Financial Statements
The following table presents the changes in long-term employee benefits as of December 31, 2024:
(amounts in thousands of Euro)
Defined Benefit
Plans in Italy
(TFR)
Defined Benefit
Plans
in other countries
(including Japan)
Pension Funds
in UK
Other
long-term
employee
benefits
Total
Opening balance
21,335
20,757
(4,652)
18,783
56,223
Current service cost
(48)
3,736
43
26,440
30,171
Financial charges (income)
769
182
(236)
614
1,329
Actuarial (gains) / losses
(668)
(271)
(195)
249
(885)
Benefits paid
(1,525)
(2,851)
586
(5,435)
(9,225)
Contributions
-
-
(97)
-
(97)
Exchange differences
-
(442)
(222)
124
(540)
Closing balance
19,863
21,111
(4,773)
40,775
76,976
The actuarial gains and losses are reported below:
(amounts in thousands of Euro)
Defined Benefit
Plans in Italy
(TFR)
Defined Benefit
Plans
in other countries
(including Japan)
Pension Funds
in UK
Actuarial adjustments due to:
(a) Changes in financial assumptions
(682)
(392)
2,457
(b) Changes in other assumptions
(e.g. demographic assumptions, remuneration increases)
14
121
(2,652)
Actuarial (gains) / losses
(668)
(271)
(195)
The current service cost and financial charges / (income) are recognised in the statement of profit or loss. For the item
other long-term employee benefits only, the actuarial differences are also recognised in the statement of profit or loss.
The TFR liability was measured on the basis of an independent appraisal by Federica Zappari, an Italian actuary, member
(n. 1134) of the Ordine Nazionale degli Attuari (Italian Society of Actuaries). The technical basis was processed using
statistical data, whereas the demographic assumptions involved variables such as the probabilities of death, retirement,
resignations and dismissals; contract expiration; leaving indemnity advances; supplementary pension schemes.
In the Consolidated Statement of Financial Position, the post-employment benefits are stated gross of the pension plan
surplus for the Group companies operating in the United Kingdom that supply pension services to their employees. In
2024 Church & Co Ltd has terminated the Works Retirement Benefits Scheme with effective date on April 1, 2024. As
of December 31, 2024, the fair value of the remaining pension plan (Staff pension scheme) was a surplus of Euro 4.8
million (Euro 4.7 million as of December 31, 2023). The fair value of the plan assets was determined by the independent
actuary Broadstone Limited. It is detailed below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Fair value of plan assets
36,022
44,539
Fair value of plan liabilities
(31,249)
(39,887)
Pension plan surplus
4,773
4,652
158
158
ANNUAL REPORT
2024
The composition of the main plan assets on the reporting date is as follows:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Equities
7,430
9,960
Alternatives
2,144
11,273
Bonds
24,732
20,994
Cash
1,716
2,312
Total
36,022
44,539
The main actuarial assumptions used as of December 31, 2024 are as follows:
Defined Benefit
Plans in Italy
(TFR)
Pension Funds
in UK
Defined Benefit
Plans in Japan
Average duration of plan (years)
10
11
9.9
Average increase in remuneration
2.60%
2.99%
2.61%
Rate of inflation
2.00%
2.99%
N/A
The main actuarial assumptions used as of December 31, 2023 are as follows:
Defined Benefit
Plans in Italy
(TFR)
Pension Funds
in UK
Defined Benefit
Plans in Japan
Average duration of plan (years)
10
11
9.7
Average increase in remuneration
2.60%
2.74%
2.61%
Rate of inflation
2.50%
2.74%
N/A
The discount rate used to measure defined benefit plans was determined on the basis of yields on bonds with an AA
rating and a maturity date similar to that of the plans.
With respect to the December 31, 2024 liability, a sensitivity analysis was performed on the main actuarial variables
such as the discount rate, salary changes and inflation rate. The analysis did not lead to significant changes in the
liability, except for the sensitivity analysis conducted on the interest rate curve, according to which a 50 basis point
increase or decrease would cause an increase or decrease in the Group’s total defined benefit obligation (“DBO”) up
to approximately Euro 3 million (or 4% of the current debt on the balance sheet).
Other long-term employee benefits
The other long-term employee benefits meet the IAS 19 and IFRS 2 definition of long-term employee benefits for the
Group’s key management personnel. Their actuarial valuation as of December 31, 2024, calculated using PUCM and
fair value methodologies, resulted in Euro 40.8 million (Euro 18.8 million as of December 31, 2023), according to an
independent actuarial appraisal.
Phantom stock options beneficiaries are entitled to cash payment based on the variable number of phantom shares
assigned, depending on the achievement by the Group of economic and financial objectives and ESG target, in the
period covered by the phantom share plans.
Phantom stock options value will be determined as the difference between the Prada share price at the end of the
remuneration plan and its value at the beginning of the plan when stock options were assigned to the beneficiary.
As of December 31, 2024 there are four phantom stock options plans reserved to the Group top management, with
vesting period in the years 2025, 2026 (two plans) and 2027, totaling n. 13,973,601 options.
159
159
Notes to the Consolidated Financial Statements
Details of the phantom stock options assigned as of December 31, 2024 are set forth below:
Number of Phantom stock options
Assigned as of December 31, 2023
3,232,430
Increase of the period
4,465,191
Payments of the period
-
Total as of December 31, 2024
7,697,621
The fair value of the options assigned is calculated with the Monte Carlo model, in line with IFRS2 requirements, and
amounts to Euro 32.8 million.
28. Provisions for risks and charges
The changes in the provisions for risks and charges are as follows:
(amounts in thousands of Euro)
Provision for
legal disputes
Provision for
tax disputes
Other
provisions
Total
Opening balance
1,133
582
48,152
49,867
Exchange differences
11
11
1,405
1,427
Reversals
(845)
(885)
(435)
(2,165)
Utilisation
(576)
(418)
(5,379)
(6,373)
Increases
806
2,218
18,504
21,528
Closing balance
529
1,508
62,247
64,284
The provisions for risks and charges represent Directors’ best estimate of the maximum outflow of resources needed to settle
liabilities deemed to be probable. In the Directors’ opinion, based on the information available to them, the total amount
accrued for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them.
Other provisions
The other provisions amount to Euro 62.2 million as of December 31, 2024 and mainly relate for Euro 52 million to
contractual obligations to restore leased commercial properties to their original condition. Other provisions also
include the Group's commitment in relation to the SEA BEYOND project.
29. Other non-current liabilities
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Deferred income for commercial agreements
89,739
98,713
Accrued costs for lease payments (out of scope for IFRS 16)
5,534
4,616
Other non-current liabilities
37
38
Total
95,310
103,367
160
160
ANNUAL REPORT
2024
30. Equity attributable to the owners of the Group
The equity attributable to the owners of the Group is set forth below:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Share capital
255,882
255,882
Share premium reserve
410,047
410,047
Other reserves
2,762,948
2,436,466
Actuarial reserve
(9,314)
(10,147)
Fair Value investments in equity instruments reserve
-
(8,773)
Cash flow hedge reserve
(8,064)
6,296
Translation reserve
148,959
92,998
Net income for the year
838,907
671,026
Total
4,399,365
3,853,795
Share capital
As of December 31, 2024, approximately 80% of Prada S.p.A.’s share capital was owned by Prada Holding S.p.A. and
the remainder is listed on the Main Board of the Hong Kong Stock Exchange.
Share premium reserve
The share premium reserve of Euro 410 million is the same as that of December 31, 2023.
Other reserves
The other reserves amount to Euro 2,762.9 million as of December 31, 2024, up by Euro 326.5 million compared to
December 31, 2023. The increase is mainly due to the allocation of the previous year's profit of Euro 671 million,
offset in part by the distribution of dividends totaling Euro 350.6 million to Prada S.p.A. shareholders.
Translation reserve
Changes in this reserve result from the translation into Euro of the foreign currency financial statements of the
consolidated companies. The reserve increased from Euro 93 million as of December 31, 2023 to Euro 149 million
as of December 31, 2024.
Net income for the year
The Group’s net result for the twelve months ended December 31, 2024 is a profit of Euro 838.9 million (versus a
profit of Euro 671 million for the twelve months ended December 31, 2023).
161
161
Notes to the Consolidated Financial Statements
31. Equity attributable to Non-controlling interests
The following table shows the changes in the Non-controlling interests during the years ended December 31, 2024
and December 31, 2023:
(amounts in thousands of Euro)
December 31
2024
December 31
2023
Opening balance
23,014
18,805
Translation differences
612
(467)
Dividends
(250)
(250)
Net income for the year
4,493
2,366
Actuarial reserve
4
(11)
Sale of shares to the Group
(9,576)
-
Share capital increase
-
2,571
Other reserves
1,768
-
Closing balance
20,065
23,014
Consolidated Statement of Profit or Loss
For a detail explanation of the financial and business performances of 2024, refer to the Financial Review.
32. Net revenues
The consolidated net revenues are generated primarily from sales of finished products and are stated net of returns
and discounts.
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Net sales
5,310,026
4,622,882
Royalties
121,531
103,529
Total
5,431,557
4,726,411
The Financial Review describes the net sales by distribution channel, brand and geographic area.
162
162
ANNUAL REPORT
2024
33. Cost of goods sold
The cost of goods sold has the following composition:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Purchases of raw materials and manufactoring services, net of change in inventories
693,552
567,472
Depreciation, amortisation and impairment on tangible and intangible fixed assets
20,678
18,690
Depreciation and impairment of the right of use assets
4,095
3,878
Labor cost
181,046
159,442
Short-term and low value lease (IFRS 16)
119
134
Logistics costs, duties and insurance
195,375
175,024
Total
1,094,865
924,640
The incidence of the cost of goods sold on net revenues for the twelve months ended December 31, 2024 was 20.2%,
an increase from the 19.6% of 2023. Excluding the effect of exchange rate differences, the incidence of the cost of
goods sold was substantially stable.
34. Operating expenses
The operating expenses are detailed below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
% of net
revenues
twelve months
ended
December 31
2023
% of net
revenues
Product design and development costs
158,084
2.9%
150,616
3.2%
Advertising and communications costs
473,095
8.7%
420,288
8.9%
Selling costs
2,082,752
38.3%
1,872,626
39.6%
General and administrative costs
343,211
6.3%
296,549
6.3%
Total
3,057,142
56.3%
2,740,079
58.0%
Operating expenses totaled Euro 3,057.1 million, up by Euro 317.1 million versus 2023. The increase was attributable
primarily to variable costs resulting from the sales increase, higher marketing spend, personnel expenses, and IT
spend.
The following table sets forth depreciation, amortisation, impairment, personnel cost and rent expense included
within the operating expenses in accordance with the requirements of IAS 1:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Depreciation, amortisation and impairment on tangible and intangible fixed assets
276,015
221,839
Depreciation and impairment of the right of use assets
458,631
460,220
Labor cost
907,836
817,085
Pure variable lease (IFRS 16)
316,961
252,373
Short term and low value lease (IFRS 16)
19,649
16,640
163
163
Notes to the Consolidated Financial Statements
35. Financial income / (expenses)
The net interest and other financial income / (expenses) are presented below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Interest expenses on borrowings
(19,802)
(18,596)
Interest income
19,095
26,064
Interest income / (expenses) IAS 19
(950)
(709)
Exchange gains / (losses) – realized
(2,512)
(14,867)
Exchange gains / (losses) – unrealized
(7,867)
(12,440)
Other financial income / (expenses)
(9,279)
(11,483)
Interest and other financial income / (expenses), net
(21,315)
(32,031)
Interest expenses on lease liabilities
(69,623)
(58,825)
Dividends from investments
111
627
Total financial expenses
(90,827)
(90,229)
The net financial expenses of Euro 90.8 million were substantially in line with 2023, due to lower exchange rate losses
offset by higher interest expense on the lease liabilities.
36. Taxation
Income taxes have the following composition:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Current taxation
363,081
317,642
Deferred taxation
(18,508)
(19,571)
Pillar II – top-up tax
750
-
Total
345,323
298,071
The taxation for the twelve months ended December 31, 2024 was Euro 345.3 million, corresponding to 29.0% of the
profit before tax.
The best estimate effect on the income taxes as of December 31, 2024 of the Pillar II jurisdictions that do not pass
any of the transitional safe harbour tests lead to an accrual for the top-up tax of Euro 750 thousand.
In 2024, an agreement between Prada S.p.A. and the Italian Tax Authority was signed to settle the disputed
deductibility of the commission paid by Prada S.p.A. to Prada Asia Pacific Ltd to remunerate its support activity for
the wholesale distribution for the period from 2016 to 2021. Based on this agreement, Prada S.p.A. paid around Euro
15.2 million of taxes and interest; no penalties were applied by virtue of the correctness of the Transfer Pricing
documentation prepared by Prada S.p.A..
Following the payment of the taxes described above, Prada S.p.A. recalculated the Patent Box benefit on trademarks
with a higher benefit estimated at approximately Euro 3 million, of which Euro 2.3 million has been already recognised
to profit or loss.
164
164
ANNUAL REPORT
2024
The reconciliation between the Group’s theoretical tax rate and its effective tax rate for 2024 and 2023 is presented
in the table below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Group’s weighted theoretical tax rate (calculated in absolute values on the
basis of subsidiaries’ pre-taxable income / loss)
27.9%
27.2%
Non deductible expenses, net of not taxable income
0.8%
1.6%
Write-off of the deferred tax asset and utilization of tax losses carried forward
-0.1%
0.1%
Prior years taxes adjustments
0.1%
1.3%
Withholding and other income taxes
0.3%
0.5%
Effective tax rate of the Group
29.0%
30.7%
The changes in deferred tax assets and liabilities are set forth below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Opening balance
339,116
332,235
Exchange differences
3,501
(14,858)
Deferred taxes on derivative instruments recorded in equity (cash flow hedges)
4,530
1,209
Deferred taxes on post-employment benefits recorded in equity (reserve for actuarial differences)
(262)
1,021
Deferred taxes on revaluation IAS 29
1,451
(120)
Other movements
162
(61)
Deferred taxes for the year in profit or loss
17,057
19,690
Closing balance
365,555
339,116
The deferred tax assets and liabilities are classified by nature hereunder:
(amounts in thousands of Euro)
December 31, 2024
December 31, 2023
Deferred tax
assets
Deferred tax
liabilities
Deferred tax
assets
Deferred tax
liabilities
Inventories
259,178
-
240,317
-
Receivables and other assets
3,141
729
2,595
738
Useful life of non-current assets
29,414
10,208
32,322
8,839
Deferred taxes due to acquisitions
-
10,468
-
10,881
Provision for risks / accrued expenses
34,864
2,799
26,482
1,662
Non-deductible / taxable charges / income
9,827
3,209
11,367
2,652
Deferred tax assets and liabilities on lease contracts
46,978
2,575
40,605
2,909
Tax loss carryforwards
5,249
-
5,491
-
Derivative financial instruments
3,632
1,115
682
2,686
Long term employee benefits
9,215
1,193
9,191
1,163
Other
7,473
11,120
5,795
4,201
Total
408,971
43,416
374,847
35,731
165
165
Notes to the Consolidated Financial Statements
The tax loss carryforwards as of December 31, 2024, including those already recognised in the Group’s financial
statements, are detailed below:
(amounts in thousands of Euro)
December 31
2024
Expiring within 5 years
2,133
Expiring after 5 years
2,816
Available for carryforward with no time limit
118,092
Total tax loss carryforwards
123,041
The Directors updated the deferred tax assets recognised on tax loss carryforwards taking into consideration, for
their recoverability, the macroeconomic scenario and the business developments of each of the Group’s companies.
37. Earnings and dividends per share
Earnings per share basic and diluted
Earnings per share are calculated by dividing the net profit attributable to the Group’s shareholders by the weighted
average number of ordinary shares outstanding.
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Group net income in Euro
838,907,132
671,026,021
Weighted average number of ordinary shares in issue
2,558,824,000
2,558,824,000
Basic and diluted earnings per share in Euro, calculated on weighted average number of shares
0.328
0.262
Dividends per share
The Board of Directors of the Company has proposed a final dividend of Euro 419,647,136 (Euro 0.164 per share) for
the twelve months ended December 31, 2024.
During 2024, the Company distributed dividends of Euro 350,558,888 (Euro 0.137 per share), as approved at the
Shareholders’ General Meeting held on April 24, 2024 to approve the December 31, 2023 financial statements.
The dividends and the related Italian withholding tax due (Euro 18.3 million), determined by applying the ordinary
Italian tax rate to the entire amount of the dividends distributed to the beneficial owners of the Company’s shares held
through the Hong Kong Central Clearing and Settlement System, were fully paid during the year.
The dividends paid in the past three years are detailed hereunder:
Financial
statements ended
December 31
2023
Financial
statements ended
December 31
2022
Financial
statements ended
December 31
2021
Total dividends paid (Euro)
350,558,888
281,470,640
179,117,680
Dividends per share (Euro)
0.137
0.110
0.070
Date of approval by Shareholders’ Meeting
24/04/2024
27/04/2023
28/04/2022
Date of payment
May 2024
May 2023
May 2022
166
166
ANNUAL REPORT
2024
38. Additional information
Number of employees
The average number of full-time equivalent (“FTE”) employees (calculated by dividing the number of actual hours
worked by the total number of scheduled hours), by business division, is presented below:
(number of employees)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Production
3,707
3,406
Product design and development
1,022
973
Advertising and communications
258
240
Selling
8,808
8,473
General and administrative services
1,187
1,099
Total
14,982
14,191
As headcount, the Group has 15,216 employees as of December 31, 2024.
Employee remuneration
The employee remuneration by business division is presented below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Production
181,046
159,442
Product design and development
83,990
71,452
Advertising and communications
39,115
35,133
Selling
633,797
574,475
General and administrative services
150,934
136,025
Total
1,088,882
976,527
The classification by type of employee remuneration is presented below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Wages and salaries
808,326
737,374
Post-employment benefits and other long-term benefits
60,364
43,064
Social contributions
165,836
151,967
Other
54,356
44,122
Total
1,088,882
976,527
167
167
Notes to the Consolidated Financial Statements
Distributable reserves of the parent company, Prada S.p.A.
(amounts in thousands of Euro)
December 31
2024
Possible
utilization
Distributable
amount
Summary of utilization
in the last three years
Coverage
of losses
Distribution
of dividends
Share capital
255,882
-
-
-
Share premium reserve
410,047
A, B, C
410,047
-
-
Legal reserve
51,176
B
-
-
-
Other reserves
182,899
A, B, C
182,899
-
-
Retained earnings
1,584,943
A, B, C
1,564,427
16,176
550,147
Cash flow hedge reserve
(9,341)
-
-
-
Distributable amount
2,157,373
16,176
550,147
A: share capital increase
B: coverage of losses
C: distributable to shareholders
Under Italian Civil Code Article 2431, the share premium reserve is fully distributable since the amount of the legal
reserve is equal to or exceeds 20% of the share capital.
Under Italian Legislative Decree 38/2005, Article 7, Euro 20.5 million of the retained earnings is not distributable.
168
168
ANNUAL REPORT
2024
Exchange rates
The exchange rates against the Euro used for consolidation of the Statements of Financial Position and Statements of
Profit or Loss whose presentation currency differed from that of the Consolidated Financial Statements as of
December 31, 2024 and December 31, 2023 are listed hereunder:
Currency
Average rate
December 31
2024
Average rate
December 31
2023
Closing rate
December 31
2024
Closing rate
December 31
2023
UAE Dirham
3.975
3.972
3.816
4.059
Australian Dollar
1.640
1.628
1.677
1.626
Brazilian Real
5.821
5.405
6.425
5.362
Canadian Dollar
1.482
1.459
1.495
1.464
Swiss Franc
0.953
0.972
0.941
0.926
Czech Koruna
25.118
24.000
25.185
24.724
Danish Kronor
7.459
7.451
7.458
7.453
GB Pound
0.847
0.870
0.829
0.869
Hong Kong Dollar
8.445
8.467
8.069
8.631
Japanese Yen
163.776
151.794
163.060
156.330
Korean Won
1,475.136
1,412.443
1,532.150
1,433.660
Kuwait Dinar
0.332
0.332
0.320
0.340
Kazakhstani Tenge
507.287
493.268
546.740
502.240
Moroccan Dirham
10.756
10.955
10.510
10.912
Macau Pataca
8.697
8.721
8.304
8.913
Mexican Peso
19.797
19.210
21.550
18.723
Malaysian Ringgit
4.954
4.929
4.645
5.078
New Zealand Dollar
1.788
1.761
1.853
1.750
Norwegian Krone
11.629
11.417
11.795
11.241
Philippine Peso
61.972
60.150
60.301
61.283
Qatari Riyal
3.946
3.933
3.789
4.029
Chinese Renminbi
7.788
7.656
7.583
7.851
Romanian Leu
4.975
4.946
4.974
4.976
Russian Ruble
100.170
92.347
116.562
100.014
Saudi Riyal
4.061
4.057
3.904
4.144
Swedish Kronor
11.431
11.474
11.459
11.096
Singapore Dollar
1.446
1.452
1.416
1.459
Thai Baht
38.192
37.617
35.676
37.973
Turkish Lira
35.538
25.685
36.737
32.653
Taiwan Dollar
34.738
33.685
34.085
33.800
Ukrainian Hryvna
43.451
39.549
43.686
41.996
US Dollar
1.082
1.082
1.039
1.105
Vietnamese Dong
26,144.849
25,732.534
25,311.000
26,437.000
South African Rand
19.841
19.941
19.619
20.348
169
169
Notes to the Consolidated Financial Statements
Auditor’s compensation
The total fees and expenses recognised to Deloitte & Touche S.p.A. and its network for auditing the financial
statements of the years ended December 31, 2024 and December 31, 2023 and for providing non-audit services are
presented below (amounts in thousands of Euro):
Type of service
Audit firm
Provided to
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Audit services
Deloitte & Touche S.p.A.
Prada S.p.A.
550
514
Audit services
Deloitte & Touche S.p.A.
Subsidiaries
229
227
Audit services
Deloitte Network
Subsidiaries
1,017
967
Total audit fees to Deloitte Network
1,796
1,708
Other advisory services
Deloitte Network
Prada S.p.A.
150
756
Other advisory services
Deloitte Network
Subsidiaries
90
111
Total non-audit fees to Deloitte Network
240
867
Total compensation to Deloitte Network
2,036
2,575
39. Remuneration of Board of Directors, five highest paid
individuals and Senior Managers
Remuneration of Prada S.p.A. Board of Directors for the year ended December 31, 2024:
(amounts in thousands of Euro)
Directors’ fees
Salaries
Bonuses
and other
incentives
Benefits
in kind
Pension,
healthcare
and TFR
contrbutions
Total
Patrizio Bertelli
20,468
-
-
-
28
20,496
Paolo Zannoni
4,953
24
-
-
10
4,987
Andrea Guerra
-
1,685
3,554
58
1,543
6,840
Miuccia Prada Bianchi
20,468
-
-
-
28
20,496
Andrea Bonini
-
1,019
1,421
31
60
2,531
Lorenzo Bertelli
-
304
462
16
53
835
Yoël Zaoui
165
-
-
-
28
193
Marina Sylvia Caprotti
125
-
-
-
-
125
Cristiana Ruella
107
-
-
-
-
107
Pamela Yvonne Culpepper
160
-
-
-
28
188
Anna Maria Rugarli
170
-
-
-
28
198
Maurizio Cereda
50
-
-
-
2
52
Total
46,666
3,032
5,437
105
1,808
57,048
The Directors’ Fees include both the remuneration approved by the shareholders at the Annual General Meeting and
the remuneration approved by the Board of Directors, with the favorable opinion of the Board of Statutory Auditors,
for the Directors holding special offices.
The Salaries of Andrea Guerra, Andrea Bonini and Lorenzo Bertelli are inclusive also of their Directors’ Fees.
170
170
ANNUAL REPORT
2024
Remuneration of Prada S.p.A. Board of Directors for fiscal year ended December 31, 2023:
(amounts in thousands of Euro)
Directors’ fees
Salaries
Bonuses
and other
incentives
Benefits
in kind
Pension,
healthcare
and TFR
contrbutions
Total
Patrizio Bertelli
19,273
-
-
-
27
19,300
Paolo Zannoni
4,408
24
-
-
5
4,437
Andrea Guerra
-
1,671
2,633
44
1,295
5,643
Miuccia Prada Bianchi
19,273
-
-
-
27
19,300
Andrea Bonini
-
958
692
34
157
1,841
Lorenzo Bertelli
-
240
182
15
62
499
Yoël Zaoui
147
12
-
-
27
186
Marina Sylvia Caprotti
147
-
-
-
-
147
Maurizio Cereda
133
-
-
-
5
138
Pamela Yvonne Culpepper
133
-
-
-
27
160
Anna Maria Rugarli
113
-
-
-
15
128
Stefano Simontacchi
4
-
-
-
-
4
Total
43,631
2,905
3,507
93
1,647
51,783
Remuneration of five highest paid individuals
The Group’s five highest paid individuals included three Board of Director members for 2024 and three Board
Members for 2023. The total remuneration of the remaining two highest paid individuals for the twelve months ended
December 31, 2024 and the remaining two highest paid individuals for the twelve months ended December 31, 2023
is set forth below:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Remuneration and other benefits
16,727
15,463
Bonuses and other incentives
12,582
16,788
Non-monetary benefits
413
271
Pension / social security, healthcare and TFR contributions
32
301
Total
29,754
32,823
Excluding the remuneration of the Board of Directors’ members, the remuneration of the highest paid individuals by
range of amount is as follows:
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Less than HKD 8,000,000
-
-
Between HKD 8,000,000 and HKD 20,000,000
-
-
Between HKD 20,000,000 and HKD 50,000,000
1
1
More than HKD 50,000,000
1
1
Total individuals
2
2
171
171
Notes to the Consolidated Financial Statements
Senior Managers remuneration
The remuneration of the Senior Managers is as follows:
(amounts in thousands of Euro)
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Remuneration and other benefits
25,692
23,133
Bonuses and other incentives
24,723
20,518
Non-monetary benefits
1,381
1,104
Pension / social security, healthcare and TFR contributions
3,345
2,597
Total
55,141
47,352
There were 23 Senior Managers as of December 31, 2024, and 26 Senior Managers as of December 31, 2023.
The remuneration range of the Senior Managers is as follows:
twelve months
ended
December 31
2024
twelve months
ended
December 31
2023
Less than HKD 4,000,000
3
8
between HKD 4,000,000 and HKD 8,000,000
7
14
between HKD 8,000,000 and HKD 16,000,000
9
2
between HKD 16,000,000 and HKD 50,000,000
3
1
more than HKD 50,000,000
1
1
Total individuals
23
26
The above table does not include the remuneration of Senior Managers who are also Directors.
The amounts reported in the tables setting forth the remuneration of the Prada S.p.A. Board of Directors, five highest
paid individuals and Senior Managers are those recognised in the Statement of Profit or Loss.
172
172
ANNUAL REPORT
2024
40. Related party transactions
The Group carries out transactions with companies classifiable as related parties according to IAS 24, “Related Party
Disclosures”. In the twelve months ended December 31, 2024, these transactions referred primarily to the purchase
or sale of finished and semi-finished products and raw materials, the supply of services, loans and leases.
The following tables present the effect of related-party transactions on the Consolidated Financial Statements in
terms of end-of-year Statement of Financial Position balances and total transactions affecting the Statement of Profit
or Loss.
Statement of financial position balances as of December 31, 2024
(amounts in thousands of Euro)
Trade
receivables
(net)
Receivables
due from, and
advance
payments to,
related parties
– current
Receivables
due from, and
advance
payments to,
related parties
– non current
Right
of use
assets
Trade
payables
Payables
due to
related
parties –
current
Lease
liabilities
Other
liabilities
Les Femmes S.r.l.
812
7
369
-
1,985
-
-
-
Filati Biagioli Modesto S.p.A.
-
-
-
-
270
-
-
-
Luigi Fedeli e Figlio S.r.l.
-
-
-
-
-
-
-
-
Spelm Sa
-
-
-
2,749
-
-
2,818
-
Rubaiyat Modern Lux.Pr.Co. Ltd
-
-
-
-
275
5,569
-
-
Immobiliare Rivalsa S.p.A. (*)
-
5
-
47,740
9
-
39,257
-
Ludo Due S.r.l.
-
-
-
6,641
-
-
7,744
-
Peschiera Immobiliare S.r.l.
12
-
-
4,338
72
-
4,910
-
Premiata S.r.l.
-
-
-
-
220
-
-
-
Conceria Superior S.p.A.
14
-
-
-
1,670
-
-
-
Perseo S.r.l.
-
-
-
-
247
-
-
-
Antica Buca di San Francesco S.r.l.
9
-
-
-
-
-
-
-
Effepi S.r.l.
-
-
-
-
779
-
-
-
Al Tayer Group Llc
-
-
-
-
31
-
-
-
Al Tayer Insignia Llc
1,285
-
-
-
176
2,580
-
-
Danzas Llc
-
-
-
-
-
-
-
-
Store Specialists Inc
141
-
-
-
24
130
-
-
Al Sanam Rent a Car Llc
-
-
-
-
-
-
-
-
Prada Holding S.p.A.
96
-
-
19
35
-
19
-
PH-RE Llc
-
129
-
139,724
-
-
163,590
-
Members of the Board of
Directors of Prada S.p.A.
-
-
-
-
-
-
-
10,285
Total as of December 31, 2024
2,369
141
369
201,211
5,793
8,279
218,338
10,285
(*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019,
was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use assets and lease liabilities amounts are recognised
under lease agreements (including remeasurements pursuant to the automatic renewal of an existing lease) entered into between the Company and
Immobiliare Rivalsa S.p.A. prior to the Acquisition.
173
173
Notes to the Consolidated Financial Statements
Statement of financial position balances as of December 31, 2023
(amounts in thousands of Euro)
Trade
receivable
(net)
Receivables
due from, and
advance
payments to,
related parties
– current
Receivables
due from, and
advance
payments to,
related parties
– non current
Right
of use
assets
Trade
payables
Payables
due to
related
parties –
current
Lease
liabilities
Other
liabilities
Les Femmes S.r.l.
716
2
-
-
2,470
-
-
-
Filati Biagioli Modesto S.p.A.
59
-
-
-
171
-
-
-
Luigi Fedeli e Figlio S.r.l.
-
-
-
-
2
-
-
-
Spelm Sa
-
-
-
3,415
-
-
3,486
-
Rubaiyat Modern Lux.Pr.Co. Ltd
-
-
-
-
55
3,428
-
-
Immobiliare Rivalsa S.p.A. (*)
-
-
-
29,521
-
-
22,964
-
Ludo Due S.r.l.
-
-
-
7,940
-
-
8,830
-
Peschiera Immobiliare S.r.l.
-
1
-
2,474
41
-
3,009
-
Premiata S.r.l.
-
-
-
-
187
-
-
-
Conceria Superior S.p.A.
-
-
-
-
2,317
-
-
-
Perseo S.r.l.
-
-
-
-
252
-
-
-
Al Tayer Group Llc
-
-
-
-
17
-
-
-
Al Tayer Insignia Llc
1,016
-
-
-
145
2,425
-
-
Danzas Llc
-
-
-
-
113
-
-
5
Al Sanam Rent a Car Llc
-
-
-
-
2
-
-
-
Prada Holding S.p.A.
57
-
-
-
-
-
-
-
PH-RE Llc
-
135
-
161,391
-
-
185,114
-
Others
4
-
-
-
-
-
-
-
Members of the Board of
Directors of Prada S.p.A.
-
-
-
-
-
-
-
8,575
Total as of December 31, 2023
1,852
138
-
204,741
5,772
5,853
223,403
8,580
(*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019,
was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use assets and lease liabilities amounts are recognised
under lease agreements (including remeasurements pursuant to the automatic renewal of an existing lease) entered into between the Company and
Immobiliare Rivalsa S.p.A. prior to the Acquisition.
174
174
ANNUAL REPORT
2024
Statement of profit or loss transactions for the twelve months ended December 31, 2024
(amounts in thousands of Euro)
Net
revenues
Cost of
goods sold
General,
admin. &
selling costs
(income)
Interest
income
Interest
expenses
Royalties
Les Femmes S.r.l.
-
8,577
3
7
-
-
Filati Biagioli Modesto S.p.A.
-
7,589
114
-
-
-
Luigi Fedeli e Figlio S.r.l.
-
910
3
-
-
-
Spelm Sa
-
-
604
-
25
-
Rubaiyat Modern Lux.Pr.Co. Ltd
-
-
-
-
265
-
Immobiliare Rivalsa S.p.A. (*)
-
-
6,023
-
645
-
Ludo Due S.r.l.
-
-
1,091
-
103
-
Peschiera Immobiliare S.r.l.
-
236
641
-
154
-
Premiata S.r.l.
-
96
731
-
-
-
Conceria Superior S.p.A.
31
17,540
211
-
-
-
Perseo S.r.l.
-
802
-
-
-
-
Antica Buca di San Francesco S.r.l.
1
-
(15)
-
-
-
Effepi S.r.l.
-
182
-
-
-
-
Al Tayer Group Llc
-
-
409
-
-
-
Al Tayer Insignia Llc
3,220
-
138
-
145
-
Danzas Llc
-
-
10
-
-
-
Al Sanam Rent a Car Llc
-
-
7
-
-
-
Stores Specialists Inc
-
2,610
140
-
-
20
Prada Holding S.p.A.
-
-
72
-
2
-
PH-RE Llc
-
-
14,940
-
1,549
-
Total as of December 31, 2024
3,252
38,542
25,122
7
2,888
20
(*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019,
was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use assets and lease liabilities amounts are recognised
under lease agreements (including remeasurements pursuant to the automatic renewal of an existing lease) entered into between the Company and
Immobiliare Rivalsa S.p.A. prior to the Acquisition.
175
175
Notes to the Consolidated Financial Statements
Statement of profit or loss transactions for the twelve months ended December 31, 2023
(amounts in thousands of Euro)
Net
revenues
Cost of
goods sold
General, admin.
& selling costs (income)
Interest
income
Interest
expenses
Les Femmes S.r.l.
-
8,730
-
11
-
Filati Biagioli Modesto S.p.A.
-
4,327
113
77
-
Luigi Fedeli e Figlio S.r.l.
-
2
-
-
-
Spelm Sa
-
-
591
-
30
Rubaiyat Modern Lux.Pr.Co. Ltd
-
-
-
-
56
Immobiliare Rivalsa S.p.A. (*)
-
-
1,206
-
75
Ludo Due S.r.l.
-
-
1,115
-
118
Peschiera Immobiliare S.r.l.
-
47
575
-
27
Premiata S.r.l.
-
54
720
-
-
Conceria Superior S.p.A.
-
12,996
172
-
-
Perseo S.r.l.
-
714
-
-
-
Al Tayer Group Llc
-
-
297
-
-
Al Tayer Insignia Llc
3,187
-
139
-
124
Danzas Llc
-
254
170
-
-
Al Sanam Rent a Car Llc
-
-
12
-
-
Prada Holding S.p.A.
22
-
73
-
2
PH-RE Llc
-
-
16,119
-
1,805
Others
2
-
-
-
-
Total as of December 31, 2023
3,211
27,124
21,302
88
2,237
(*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019,
was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use assets and lease liabilities amounts are recognised
under lease agreements (including remeasurements pursuant to the automatic renewal of an existing lease) entered into between the Company and
Immobiliare Rivalsa S.p.A. prior to the Acquisition.
The foregoing tables report information on transactions with related parties in accordance with IAS 24, “Related Party
Disclosures”, while the following transactions also fall within the scope of application of the Hong Kong Stock Exchange
Listing Rules.
The transactions with related party PH-RE Llc (formerly PABE-RE Llc) refer to the transaction between such company
and Prada Japan co Ltd in relation to the lease of two buildings in Aoyama, Tokyo for Prada and Miu Miu stores. The
transactions reported for the twelve months ended December 31, 2024 are regulated by Chapter 14A of the Listing
Rules because they are considered continuing connected transactions subject to disclosure, but they are exempt from
the independent shareholders’ approval requirement. As required by the Listing Rules, comprehensive disclosure of
those continuing connected transactions is contained in Prada S.p.A.’s Announcements dated, respectively, July 15,
2015 (“Prada Aoyama”) and May 26, 2017 (“Miu Miu Aoyama”).
Apart from the non-exempt continuing connected transactions and non-exempt connected transactions reported above,
no other transaction reported in the 2024 consolidated financial statements meets the definition of “connected
transaction” or “continuing connected transaction” contained in Chapter 14A of the Hong Kong Stock Exchange Listing
Rules or, if it does meet the definition of “connected transaction” or “continuing connected transaction” according to
Chapter 14A, it is exempt from the announcement, disclosure and independent shareholders’ approval requirements
laid down in Chapter 14A.
176
176
ANNUAL REPORT
2024
41. Financial trend
(amounts in thousands of Euro)
December 31
2024
December 31
2023
December 31
2022
December 31
2021
December 31
2020
Net revenues
5,431,557
4,726,411
4,200,674
3,365,667
2,422,739
Gross margin
4,336,692
3,801,771
3,312,094
2,547,358
1,743,378
Operating income - (EBIT)
1,279,550
1,061,692
775,990
489,484
20,061
Net income / (loss) - Group
838,907
671,026
465,193
294,254
(54,139)
Total assets
8,549,959
7,615,051
7,377,578
6,959,011
6,527,927
Total liabilities
4,130,529
3,738,242
3,876,556
3,830,368
3,676,207
Net equity attributable to owners of the Group
4,399,365
3,853,795
3,482,217
3,113,894
2,832,057
42. Consolidated companies
Company
Local
currency
Share
capital
(000s of local
currency)
%
Interest
Registered
office
Principal
place of
operation
Date of
incorporation /
establishment
(MM/DD/YYYY)
Main business
Italy
Prada S.p.A.
EUR
255,882
Milan
Italy
Group Holding /
Manufacturing /
Services /
Distribution /
Retail
Artisans Shoes S.r.l. (*)
EUR
1,000
66.7
Montegranaro
Italy
02/09/1977
Manufacturing
IPI Logistica S.r.l. (*)
EUR
600
100
Milan
Italy
01/26/1999
Services
Marchesi 1824 S.r.l. (*)
EUR
1,000
100
Milan
Italy
07/10/2013
Food & Beverage
Figline S.r.l. (*)
EUR
535
100
Milan
Italy
07/24/2019
Manufacturing
Luna Rossa Challenge S.r.l. (*)
EUR
10
100
Grosseto
Italy
12/01/2021
Management
sailing team
Pelletteria Scandicci S.r.l. (*)
EUR
10
100
Terranuova
Bracciolini
Italy
08/02/2024
Dormant
Europe
Prada Retail UK Ltd (*)
GBP
5,000
100
London
U.K.
01/07/1997
Retail
Prada Germany Gmbh (*)
EUR
215
100
Munich
Germany
03/20/1995
Retail / Services
Prada Austria Gmbh (*)
EUR
40
100
Vienna
Austria
03/14/1996
Retail
Prada Spain Sl (*)
EUR
240
100
Madrid
Spain
05/14/1986
Retail
Prada Retail France Sas (*)
EUR
7,252
100
Paris
France
10/10/1984
Retail
Prada Hellas Sole Partner Llc (*)
EUR
4,350
100
Athens
Greece
12/19/2007
Retail
Prada Monte-Carlo Sam (*)
EUR
2,000
100
Monaco
Principality
of Monaco
05/25/1999
Retail
Prada Sa (*)
EUR
31
100
Luxembourg
Switzerland
07/29/1994
Trademarks /
Services
Prada Netherlands Bv (*)
EUR
20
100
Amsterdam
Netherlands
03/27/2000
Retail
Prada Czech Republic Sro (*)
CZK
2,500
100
Prague
Czech
Republic
06/25/2008
Retail
Prada Portugal Unipessoal
Lda (*)
EUR
5
100
Lisbon
Portugal
08/07/2008
Retail
Prada Rus Llc (*)
RUB
250
100
Moscow
Russian
Federation
11/07/2008
Retail
Prada Bosphorus Deri Mamuller
Ltd Sirketi (*)
TRY
353,000
100
Istanbul
Turkey
02/26/2009
Retail
Prada Ukraine Llc (*)
UAH
240,000
100
Kiev
Ukraine
10/14/2011
Retail
Prada Sweden Ab (*)
SEK
500
100
Stockholm
Sweden
12/18/2012
Retail
Prada Switzerland Sa (*)
CHF
24,000
100
Lugano
Switzerland
09/28/2012
Retail
Prada Kazakhstan Llp (*)
KZT
500,000
100
Almaty
Kazakhstan
06/24/2013
Retail
177
177
Notes to the Consolidated Financial Statements
Company
Local
currency
Share
capital
(000s of local
currency)
%
Interest
Registered
office
Principal
place of
operation
Date of
incorporation /
establishment
(MM/DD/YYYY)
Main business
Europe
Kenon Ltd (*)
GBP
84,000
100
London
U.K.
02/07/2013
Real Estate
Tannerie Limoges Sas (*)
EUR
600
60
Isle
France
08/19/2014
Manufacturing
Prada Denmark Aps (*)
DKK
26,000
100
Copenhagen
Denmark
05/19/2015
Retail
Prada Belgium Sprl (*)
EUR
4,075
100
Brussels
Belgium
12/04/2015
Retail
Hipic Prod Impex Srl (*)
RON
25,471
100
Sibiu
Romania
04/15/2016
Manufacturing
Prada San Marino S.r.l. (*)
EUR
26
100
Falciano
San Marino
04/15/2021
Retail
Prada Norway As (*)
NOK
30
100
Oslo
Norway
09/01/2022
Retail
Luna Rossa Challenge 2024 Sl
EUR
10
100
Barcelona
Spain
06/27/2023
Management
sailing team
Church UK Retail Ltd
GBP
0.001
100
Northampton
U.K.
07/16/1987
Under liquidation
Church & Co. Ltd (*)
GBP
2,811
100
Northampton
U.K.
01/16/1926
Manufacturing /
Services
Church & Co. (Footwear) Ltd
GBP
44
100
Northampton
U.K.
03/06/1954
Trademarks
Church Germany Gmbh
EUR
200
100
Munich
Germany
09/18/2018
Under liquidation
Americas
Prada USA Corp. (*)
USD
579,211
100
New York
U.S.A.
10/25/1993
Distribution /
Services / Retail
Prada Canada Corp. (*)
CAD
300
100
Toronto
Canada
05/01/1998
Distribution / Retail
Prada USA Cafe Corp.
USD
0.001
100
New York
U.S.A.
06/10/2024
Dormant
Post Development Corp. (*)
USD
86,592
100
New York
U.S.A.
02/18/1997
Real Estate
Prada Retail Mexico, S. de R.L.
de C.V.
MXN
269,140
100
Mexico City
Mexico
07/12/2011
Retail
Prada Brasil Importação e
Comércio de Artigos de Luxo
Ltda (*)
BRL
340,000
100
Sao Paulo
Brazil
04/12/2011
Retail
Prada Panama Sa (*)
USD
30
100
Panama
Panama
09/15/2014
Dormant
Prada Retail Aruba Nv (*)
USD
2,011
100
Oranjestad
Aruba
09/25/2014
Retail
Prada Saint Barthelemy Sarl (*)
EUR
1,600
100
Gustavia
St. Barthelemy
04/01/2016
Retail
Asia-Pacific and Japan
Prada Asia Pacific Ltd (*)
HKD
3,000
100
Hong Kong
Hong Kong
S.A.R., P.R.C.
09/12/1997
Retail / Services
Prada Taiwan Ltd
TWD
3,800
100
Hong Kong
Taiwan P.R.C.
09/16/1993
Retail
Prada Retail Malaysia Sdn. Bhd. (*)
MYR
36,000
100
Kuala Lumpur
Malaysia
01/23/2002
Retail
Prada Singapore Pte Ltd (*)
SGD
1,000
100
Singapore
Singapore
10/31/1992
Retail
Prada Korea Llc (*)
KRW
8,125,000
100
Seoul
South Korea
11/27/1995
Retail
Prada (Thailand) co Ltd (*)
THB
572,000
100
Bangkok
Thailand
06/19/1997
Retail
Prada Japan co Ltd (*)
JPY
1,200,000
100
Tokyo
Japan
03/01/1991
Retail
Prada Guam Llc
USD
0.001
100
Guam
Guam
02/04/2021
Retail
Prada Saipan Llc (*)
USD
1,405
100
Northern
Marianas
Islands
Saipan
01/20/2021
Retail
Prada Australia Pty Ltd (*)
AUD
13,500
100
Sydney
Australia
04/21/1997
Retail
Prada Trading (Shanghai) Co
Ltd (***)
RMB
1,653
100
Shanghai
P.R.C.
02/09/2004
Dormant
Prada Fashion Commerce
(Shanghai) Co Ltd (***)
RMB
924,950
100
Shanghai
P.R.C.
10/31/2005
Retail
Church Hong Kong Retail Ltd
HKD
29,004
100
Hong Kong
Hong Kong
S.A.R., P.R.C.
06/04/2004
Dormant
Prada Dongguan Trading Co.
Ltd (***)
RMB
8,500
100
Dongguan
P.R.C.
11/28/2012
Services
Prada New Zealand Ltd (*)
NZD
3,500
100
Wellington
New Zealand
07/05/2013
Retail
Prada Vietnam Limited Liability
Company (*)
VND
146,246,570
100
Hanoi
Vietnam
09/09/2014
Retail
Prada Macau Co Ltd
MOP
25
100
Macau
Macau
S.A.R., P.R.C.
01/22/2015
Retail
Prada Philippines Inc. (*)
PHP
380,000
60
Manila
Philippines
10/10/2023
Retail
178
178
ANNUAL REPORT
2024
Company
Local
currency
Share
capital
(000s of local
currency)
%
Interest
Registered
office
Principal
place of
operation
Date of
incorporation /
establishment
(MM/DD/YYYY)
Main business
Middle East
Prada Middle East Fzco (*)
AED
18,000
79
Jebel Ali Free
Zone
U.A.E.
05/25/2011
Distribution /
Services
Prada Emirates Llc (**)
AED
300
38.7
Dubai
U.A.E.
08/04/2011
Retail
Prada Kuwait Wll (**)
KWD
50
38.7
Kuwait City
Kuwait
09/18/2012
Retail
Prada Retail Wll (*)
QAR
15,000
100
Doha
Qatar
02/03/2013
Retail
Prada Saudi Arabia Ltd (*)
SAR
26,666
75
Jeddah
Saudi Arabia
07/02/2014
Retail
Prada Bahrain Wll (*)
BHD
5
100
Manama
Bahrain
07/10/2024
Retail
Other countries
Prada Retail South Africa (pty)
Ltd (*)
ZAR
50,000
100
Sandton
South Africa
06/09/2014
Dormant
(*) Company owned directly by Prada S.p.A.
(**) Company consolidated based on definition of control per IFRS 10
(***) Wholly foreign owned enterprises
43. Disclosures regarding non-controlling interests
The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS
12. The amounts are stated before the consolidation adjustments.
December 31, 2024 financial statements (amounts in thousands of Euro):
Company
Group's
percentage
interest
Local
currency
Total
assets
Total
equity
Net
revenues
Net
income/ (loss)
Dividends
paid to non-
controlling
shareholders
Artisans Shoes S.r.l.
66.7
EUR
44,773
6,798
77,380
1,381
(250)
Prada Emirates Llc
38.7
AED
167,395
7,825
162,170
8,026
-
Prada Middle East Fzco
79
AED
130,447
64,595
94,802
5,798
-
Prada Kuwait Wll
38.7
KWD
41,521
5,781
24,151
506
-
Prada Saudi Arabia Ltd
75
SAR
51,216
4,601
14,585
(232)
-
Tannerie Limoges Sas
60
EUR
11,626
248
10,747
(17)
-
Prada Philippines Inc.
60
PHP
8,599
6,463
4,128
158
-
December 31, 2023 financial statements (amounts in thousands of Euro):
Company
Group's
percentage
interest
Local
currency
Total
assets
Total
equity
Net
revenues
Net
income/ (loss)
Dividends
paid to non-
controlling
shareholders
Artisans Shoes S.r.l.
66.7
EUR
40,351
6,167
59,936
423
(250)
Prada Emirates Llc
29.4
AED
141,903
(505)
128,257
6,348
-
Prada Middle East Fzco
60
AED
127,346
55,052
87,175
3,289
-
Prada Kuwait Wll
29.4
KWD
44,829
4,957
19,941
823
-
Prada Saudi Arabia Ltd
75
SAR
30,495
4,562
10,921
(746)
-
Tannerie Limoges Sas
60
EUR
9,729
264
9,850
-
-
There were no significant restrictions on the Group’s ability to access or use assets or to settle liabilities at the end of
the reporting period.
179
179
Notes to the Consolidated Financial Statements
44. Events after the reporting date
No significant events to be reported.
Independent
Auditor's Reports
CHAPTER 10
181
181
Independent Auditor's Reports
Independent Auditor’s Reports
The Independent Auditor’s Reports included in this Annual Report are in two different formats taking into account the
differences between the International Auditing Standards (ISAs) issued by the International Auditing and Assurance
Standard Boards (IAASB) and the auditing standards adopted in the Italian jurisdiction (ISA Italia). Specifically, in
accordance to the regulations applicable in Hong Kong, where the Company’s shares are listed on the Main Board of
the Hong Kong Stock Exchange, the Independent Auditor’s report is issued in accordance with ISAs, while in Italy,
where the Company is domiciled, the Independent Auditor’s report is issued for statutory purposes in accordance
with ISA Italia pursuant to art. 14 of Italian Legislative Decree No. 39 of January 27, 2010.
182
182
ANNUAL REPORT
2024
183
183
Independent Auditor's Reports
184
184
ANNUAL REPORT
2024
185
185
Independent Auditor's Reports
186
186
ANNUAL REPORT
2024
187
187
Independent Auditor's Reports
188
188
ANNUAL REPORT
2024
189
189
Independent Auditor's Reports
190
190
ANNUAL REPORT
2024