Share capital, reserves and retained earnings

12 Months Ended

Dec. 31, 2024

Disclosure Of Share Capital Reserves And Retained Earnings [Abstract]

Share capital, reserves and retained earnings

19. Share capital, reserves and retained earnings

As at December 31, 2024, 2023 and 2022 the equity attributable to owners of the Company is analysed as follows:


	31/12/24			31/12/23			31/12/22
Share capital		55,073			55,073			55,073
Reserves		20,659			20,448			23,292
Retained earnings		(21,726	)		(6,576	)		9,493
Total		54,006			68,945			87,858

As at December 31, 2024, the Company’s share capital, which is totally authorized and issued, is composed of 55,073,045 ordinary shares with par value of Euro 1 each, for a total of 55,073.

Ordinary shareholders have the right to receive dividends, as approved by shareholders’ meetings, and to express one vote per each share owned.

Share capital is owned, as at December 31, 2024, 2023 and 2022, as follows:


	31/12/24			31/12/23			31/12/22
Mr. Pasquale Natuzzi		56.2	%		56.2	%		56.2	%
Mrs. Anna Maria Natuzzi		2.6	%		2.6	%		2.6	%
Mrs. Annunziata Natuzzi		2.5	%		2.5	%		2.5	%
Other investors		38.7	%		38.7	%		38.7	%
Total		100.0	%		100.0	%		100.0	%

An analysis of “Reserves” is as follows:


	31/12/24		31/12/23		31/12/22
Legal reserve		10,971		10,971		10,971
Majority shareholder capital contribution		488		488		488
Shareholders: unpaid share capital		—		—		(165	)
Share premium reserve		175		175		175
Stock option reserve		1,501		1,133		824
Reserve for gain on disposal of Non-controlling interests		4,219		4,219		4,219
Foreign operations translation reserve		1,792		2,335		5,468
Remeasurement of defined benefit plan		1,195		1,127		1,312
Reserve from Shareholder Financing		318		—		—
Total		20,659		20,448		23,292

The “Legal reserve” is related to the requirements of Italian law, which provide that 5% of net income of the Parent Company is retained as a legal reserve, until such reserve is 20% of the issued share capital. The legal reserve may be utilized to offset losses; any portion which exceeds 20% of the issued share capital is distributable as dividends. The legal reserve totaled 10,971 as at December 31, 2024, 2023 and 2022.

The “Majority shareholder capital contribution” is one of the Parent Company’s reserves, which is restricted for capital grants received.

The "Shareholders: unpaid share capital" reserve is zero as of December 31, 2024 and 2023, as the Group collected the residual part of the share capital that was subscribed by a beneficiary of stock options.

The "Share premium reserve" refers to the value of the service provided by the beneficiary who subscribed to the stock option, for the portion accrued in 2022.

The "Stock option reserve" represents the value of the services provided as at 31 December 2024 by the beneficiaries of the stock option plan and includes both the part accrued but not yet exercised and the part relating to the tranche not yet expired.

The “Reserve for gain on disposal of Non-controlling interests” reports the recognition, for the share pertaining to the Group, of the contribution by the shareholder Troung Thanh Furniture (TTF) who carried out the relevant payment in March 2022 for the acquisition of 20% stake in Natuzzi Singapore PTE LTD. No further contribution took place in 2023 and 2024.

The “Foreign operations translation reserve” relates to the translation of foreign subsidiaries’ financial statements for those subsidiaries which have assessed their functional currency being different from Euro.

The “Remeasurement of defined benefit plan” refers to the calculation of the present value of the employees’ leaving entitlement at each reporting date, in compliance with applicable regulations and adjusted to take into account actuarial gains or losses. In particular, such actuarial gains or losses are reported in OCI (see note 4 (q)).

The “Reserve from Shareholder Financing” originates from the granting of a three-year loan by the majority shareholder at a below-market interest rate. The difference between the contractual interest rate and the market interest rate has been recognized as an equity contribution. (See Note 20).

OCI accumulated in reserves, net of tax, is reported in the following tables.


	31/12/24		31/12/23			31/12/22
Foreign operation translation		1,792		2,335			5,468
Remeasurement of defined benefit plan		1,195		1,127			1,312
Owners of the Company		2,987		3,462			6,780
Non-controlling interests		148		(17	)		144
Total OCI		3,135		3,445			6,924

The disaggregation of changes of OCI by each type of reserve in equity is shown in the tables below.

Year ended December 31, 2024


	Foreign operations translation reserve			Remeasurement of defined benefit plan		Total
Exchange difference on translation of foreign operations		(1,064	)		—		(1,064	)
Share of OCI of equity-method investees		686			—		686
Actuarial gains/(losses) on employees’ leaving entitlement		—			68		68
Total		(378	)		68		(310	)

Year ended December 31, 2023


	Foreign operations translation reserve			Remeasurement of defined benefit plan			Total
Exchange difference on translation of foreign operations		(2,003	)		—			(2,003	)
Share of OCI of equity-method investees		(1,257	)		—			(1,257	)
Actuarial gains/(losses) on employees’ leaving entitlement		—			(185	)		(185	)
Total		(3,260	)		(185	)		(3,445	)

Year ended December 31, 2022


	Foreign operations translation reserve			Remeasurement of defined benefit plan		Total
Exchange difference on translation of foreign operations		524			—		524
Share of OCI of equity-method investees		(784	)		—		(784	)
Actuarial gains/(losses) on employees’ leaving entitlement		—			2,309		2,309
Total		(260	)		2,309		2,049