Antares Vision SpA
Headquarters: Via del Ferro 16, Travagliato (BS), Italy
Authorized share capital 171,806 euros subscribed and paid up for 169,453 euros
Commercial Registry of Brescia, tax code and VAT number. 02890871201
Chamber of Commerce REA no. 000000523277
CONSOLIDATED ACCOUNTS AT 31/12/2021
OPERATING REPORT
Dear shareholders,
Together with this document, we submit the consolidated financial statements as at 31 December 2021 (hereinafter also referred to as “Financial Statements”) of the group of companies (“Antares Vision Group” or the “Group”) headed by Antares Vision SpA (the “Company parent company”), comprising the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, cash flow statement and explanatory notes.
In it we explain our business activities, show the results, consolidated financial position and cash flows and highlight the most significant facts that have characterized the operations of the Antares Vision group in 2021; we also provide you with information on the main events that occurred after the end of the period.
Refer to the notes for an analysis of the Group’s main risks and their management.
Commercial activities
Antares Vision Group is a technological partner of excellence in the digitalization and innovation of companies and institutions, to guarantee the safety of products and people, the competitiveness of companies and the protection of the planet. Antares Vision Group is the technological catalyst for supply chain transparency and sustainable transition, to protect the competitiveness of companies and the specificities of each country. It offers a unique and comprehensive ecosystem of technologies for product quality control (systems and inspection machines) and product traceability throughout the supply chain (from raw materials to production, from distribution to the consumer), with integrated production data and supply chain management, also through the application of artificial intelligence and blockchain technology. Antares Vision Group is active in the life sciences sector (pharmaceuticals, biomedical devices and hospitals), food and beverages, cosmetics and with potential for expansion into other sectors. World leader in drug traceability, it provides the main global manufacturers (more than 50% of the top 20 multinationals) and various government authorities with solutions to monitor the supply chain and validate the authenticity of products.
Communities
board of directors
The General Meeting of Antares Vision SpA of February 22, 2021 (with effect from the date of opening of trading on the Mercato Telematico Azionario, today Euronext Star Milan) appointed a Board of Directors composed of nine members , who will remain in office for three years, i.e. until the accounts are closed on December 31, 2023.
|
board of directors |
|
|
Office |
Name and nickname |
|
President and CEO |
Emidio Zorzella* |
|
CEO |
Massimo Bonardi* |
|
Director with powers |
Alioscia Berto* |
|
Director |
Fabio Forestelli** |
|
Director |
Martina Paola Alessandra Monico*** |
|
Director |
Marco Claudio Vitale **** |
|
Director |
Fiammetta Roccia*** |
|
Director |
Cristina Spagna**** |
|
Director |
Fabiola Mascardi**** |
*Executive
** Director with powers in the subsidiary FT System Srl
*** Non-executive and non-independent.
**** Non-executive and independent.
College of Statutory Auditors
The General Meeting of Shareholders of Antares Vision SpA of February 22, 2021 (with effect from the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan) appointed a Board of Statutory Auditors composed of three full members and two alternate members, who will remain in office for three years, i.e. until the accounts are closed on December 31, 2023.
|
College of Statutory Auditors |
|
|
Office |
Name and nickname |
|
President |
Enrico Broli |
|
Acting auditor |
Germano Giancarli |
|
Acting auditor |
Stefania Bettoni |
|
Substitute Auditor |
Paul Belleri |
|
Substitute Auditor |
Ramona Corti |
Board Committees
On February 22, 2021, subject to the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA and appointed a Control, Risks and Sustainable Development Committee composed of three non-executive and independent directors, two of whom have adequate knowledge and experience in accounting, finance and risk management.
|
Control, Risks and Sustainable Development Committee * |
|
|
Office |
Name and nickname |
|
President |
Marco Claudio Vitale** |
|
Member |
Cristina Spagna |
|
Member |
Fabiola Mascardi** |
* The functions and powers relating to transactions with related parties have also been entrusted to the Control, Risks and Sustainable Development Committee.
** Director with adequate knowledge and experience in accounting, finance and risk management.
On February 22, 2021, subject to the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan, the Board of Directors followed the recommendations of the Corporate Governance Code approved by Borsa Italiana SpA and appointed an Appointments and Remuneration Committee composed of three non-executive and independent directors, one of whom has adequate knowledge and experience of financial policy and remuneration.
|
Appointments and Compensation Committee |
|
|
Office |
Name and nickname |
|
President |
Cristina Spagna* |
|
Member |
Marco Claudio Vitale |
|
Member |
Fabiola Mascardi |
* Director with adequate knowledge and experience of financial matters and remuneration policies.
Supervisory Board
The Supervisory Board was appointed on March 29, 2021 and will remain in office until the date of the General Meeting called to approve the accounts as of December 31, 2023.
|
Supervisory Board |
|
|
Office |
Name and nickname |
|
President |
Francesco Menini |
|
Internal member |
Martina Monica |
|
Internal member |
Silvia Baresi |
Independent Auditors
On February 22, 2021 (with effect from the opening date of trading on the Mercato Telematico Azionario, now Euronext Star Milan), the General Meeting of Antares Vision SpA appointed EY SpA, whose registered office is located at Via Meravigli 12 , Milan, registered in the Companies Registry Milan Registry, registration number and tax code 00434000584, REA 606158, VAT number 00891231003 and under no. 70945 of the register of auditors of the Ministry of Economy and Finance in accordance with art. 6 et seq. of Legislative Decree no. 39/2010, as amended by Legislative Decree no. 135/2016, as the company appointed to audit the accounts for the financial years 2021 to 2029.
Consolidation scope
At the end of the financial year, the scope of consolidation broke down as follows:
|
CONSOLIDATION SCOPE |
|||||
|
name |
Headquarter |
Change |
Direct parent company |
direct investment |
Indirect investment |
|
Antares Vision Inc. |
New York, United States |
USD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision North America LLC |
New Jersey, United States |
USD |
Antares Vision Inc. America |
100.00% |
100.00% |
|
Imago Technologies GmbH |
Friedberg, Germany |
USD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision do Brasil Ltda |
Sao Paulo, Brazil |
BRL |
Antares Vision SpA |
99.99% |
|
|
System Legg Ltda |
Sao Paulo, Brazil |
BRL |
Antares Vision do Brasil Ltda |
99.99% |
99.99% |
|
T2 SOFTWARE |
Sao Paulo, Brazil |
BRL |
Antares Vision do Brasil Ltda |
51.00% |
50.99% |
|
Pharmatrack Systems Ltda |
Sao Paulo, Brazil |
BRL |
T2 SOFTWARE |
73.00% |
37.23% |
|
Antares Vision France SAS |
Rillieux-la-Pape, France |
USD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision Ireland Ltd |
Galway, Ireland |
USD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision Rus OOO |
Moscow, Russia |
SCRUB |
Antares Vision SpA |
100.00% |
|
|
Antares Vision Asia Pacific Ltd |
hong kong |
HKD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision (Shenzhen) International Trading Co., LTD |
Shenzhen, China |
CNY |
Antares Vision Asia Pacific Ltd |
100.00% |
100.00% |
|
FT System Srl |
Piacenza, Italy |
USD |
Antares Vision SpA |
100.00% |
|
|
FT System North America LLC |
Massachusetts, United States |
USD |
FT System Srl |
100.00% |
100.00% |
|
FT Hexagon |
Challes-les-Eaux, France |
USD |
FT System Srl |
100.00% |
100.00% |
|
Pen-Tec Srl |
Parma, Italy |
USD |
FT System Srl |
100.00% |
100.00% |
|
Tecnel S.r.l. |
Parma, Italy |
USD |
FT System Srl |
100.00% |
100.00% |
|
Commerceticity doo |
Zagreb, Croatia |
HRK |
Antares Vision SpA |
82.80% |
|
|
Tradeticity Service doo |
Belgrade, Serbia |
RSD |
Commerceticity doo |
100.00% |
82.80% |
|
Convel S.r.l. |
Vicenza, Italy |
USD |
Antares Vision SpA |
100.00% |
|
|
Antares Vision Germany |
Friedberg, Germany |
USD |
Antares Vision SpA |
100.00% |
|
|
Innovative digital marking solutions |
London, UK |
GBP |
Antares Vision SpA |
70.00% |
|
|
Applied vision company * |
Ohio, United States |
USD |
Antares Vision Inc. America |
100.00% |
100.00% |
|
rfXcel Corporation |
Delaware, United States |
USD |
Antares Vision Inc. America |
100.00% |
100.00% |
|
rfXcel Limited |
UK |
GBP |
rfXcel Corporation |
100.00% |
100.00% |
|
rfXcel LLC |
Russia |
SCRUB |
rfXcel Corporation |
100.00% |
100.00% |
|
Antares Vision India Private Limited |
Mumbai, India |
RNI |
Antares Vision SpA |
99.998% |
|
|
FT System Srl |
0.002% |
||||
|
Markirovka as a service |
Russia |
SCRUB |
Innovative Marketing Digital Solutions (IMDS) Uk Ltd |
100.00% |
70.00% |
* The merger between Applied Vision Holdings Corporation, Applied Vision Corporation and Applied Vision Services Corporation became effective in the first half of 2021.
Refer to the notes for a more detailed description of the changes in the scope of consolidation compared to December 31, 2020.
