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VCP/ADN/lsm - RC061842023BD1332


Italian Wine Brands S.p.A.
Independent auditor’s report pursuant to
article 14 of Legislative Decree no. 39, dated
January 27, 2010, and article 10 of Regulation
(EU) 537/2014
Consolidated Financial statements at
December 31, 2023


(Translation from the original Italian text)


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Tel: +39 02 58.20.10
www.bdo.it
Viale Abruzzi, 94
20131 Milano



Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona

BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842
Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013
BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte
della rete internazionale BDO, network di società indipendenti.



Independent auditor’s Report
pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010, and article
10 of Regulation EU 537/2014



To the Shareholders of
Italian Wine Brands S.p.A.



Report on the consolidated financial statements
Opinion
We have audited the consolidated financial statements of Italian Wine Brands Group (the “Group”), which
comprise the consolidated statement of financial position as of December 31, 2023, the comprehensive
income statement, the statement of changes in shareholders’ equity and the statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including material accounting
policy information.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
the Group as of December 31, 2023, and of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the European Union,
as well as the regulation issued to implement art. 9 of Legislative Decree no. 38/05.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the consolidated financial statements section of our report. We are independent of Italian Wine Brands
S.p.A. (the “Company”) in accordance with the ethical and independence requirements applicable in Italy
to the audit of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014
Page 2 of 5


Key audit matter
Audit response

IMPAIRMENT OF GOODWILL
Note 6 “Goodwill”
The total goodwill, equal to Euro 215,969
thousand, arises from the following business
combinations: Provinco Italia S.p.A. for Euro 11,289
thousand, Enoitalia S.p.A. 156,942 thousand,
Enovation Brands Inc. for Euro 17,038 thousand,
Barbanera S.r.l. for Euro 16,687 thousand, Fossalto
S.r.l. for Euro 1,159 thousand and Raphael Dal Bo
AG for Euro 12,854 thousand.
As at December 31, 2023, goodwill was subjected
to impairment testing which consists in estimating
the recoverable value of the CGUs - made up of the
subsidiaries - and comparing them with the net
book value of the related assets, including goodwill
pursuant to IAS 36.
The value in use corresponds to the current value
of the future financial flows that are expected to
be associated with the assets subject to
impairment, using a rate that reflects the specific
risks of the individual CGUs at the measurement
date.
As at December 31, 2023, no losses in value emerge
between the book value and the related value in
use (determined according to the Discounted Cash
Flow methodology).
The impairment of goodwill is a key audit matter in
the audit of the consolidated financial statements,
due to the subjectivity in the determination of
parameters used to estimate the value in use.

The main audit activities performed are detailed as
follows:
▪ impairment test verification, with the
support of BDO experts, related to
— reasonableness of key assumptions
and hypotheses underlying the cash
flow forecasts;
— analysis of the Company’s
impairment test based on the
applicable standards;
— assessment of the key assumptions
underlying the impairment model
with reference to cash flows,
discount rate, growth rate and
terminal value valuation;
— mathematical accuracy verification
of the impairment model.
▪ verification of the adequacy of the
information provided in the financial
statements notes.
Responsibilities of the Directors and the Board of Statutory Auditors for the Consolidated Financial
Statements
The Directors are responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the European
Union, as well as the regulation issued to implement art. 9 of Legislative Decree no. 38/05 and, in the
terms prescribed by the law, for such internal control as they determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless they either intend to liquidate the Parent Company
Italian Wine Brands S.p.A. or to cease operations, or has no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Group’s
financial reporting process.



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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014
Page 3 of 5

Auditor’s Responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with ISA Italia, we exercised professional judgment and maintain
professional skepticism throughout the audit. We also have:
▪

Identified and assessed the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, designed and performed audit procedures responsive
to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
▪

Obtained an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
▪

Evaluated the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
▪

Concluded on the appropriateness of the Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
▪

Evaluated the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
▪

Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion on the consolidated financial
statements.
We have communicated with Those charged with governance, as properly identified in accordance with
ISA Italia, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We have also provided those charged with governance with a statement that we have complied with
ethical and independence requirements applicable in Italy, and we have communicated all relationships
and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate relevant risks or the safeguards measures applied.
From the matters communicated with Those charged with governance, we determined those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We described those matters in our auditor’s report.


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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014
Page 4 of 5
Other information communicated pursuant to article 10 of Regulation (EU) 537/2014
We were initially engaged by the Shareholders meeting of Italian Wine Brands S.p.A. on April 22, 2021, to
perform the audits of the Company’s and the consolidated financial statements of the Group of each fiscal
year starting from December 31, 2021, to December 31, 2029.
We declare that we did not provide prohibited non-audit services, referred to article 5, paragraph 1, of
Regulation (EU) 537/2014, and that we remained independent of the Company in conducting the audit.
We confirm that the opinion on the consolidated financial statements of Italian Wine Brands S.p.A.
included in this audit report is consistent with the content of the additional report prepared in accordance
with article 11 of Regulation (EU) 537/2014, submitted to Those charged with governance.
Reports on other legal and regulatory requirements
Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815
The Directors of Italian Wine Brands S.p.A. are responsible for the application of the requirements of
Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical standards
pertaining the electronic reporting format specifications (ESEF – European Single Electronic Format)
(hereinafter the “Delegated Regulation”) to the consolidated financial statements, to be included in the
Annual financial report.
We have performed the procedures required under Auditing Standard (SA Italia) no. 700B in order to
express an opinion on the compliance of the consolidated financial statements at December 31, 2023 to
the requirements of the Delegated Regulation.
In our opinion, the consolidated financial statements at December 31, 2023 have been prepared in XHTML
format and have been marked-up, in all material respects, in compliance to the requirements of
Delegated Regulation.
Due to certain technical limitations, some information included in the explanatory notes to the
consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be
reproduced in an identical manner with respect to the corresponding information presented in the
consolidated financial statements in XHTML format.
Opinion pursuant to article 14, paragraph 2, (e), of Legislative Decree no. 39 dated 27 January 2010
and of article 123-bis, paragraph 4, of Legislative Decree no. 58, dated 24 February 1998
The Directors of Italian Wine Brands S.p.A. are responsible for the preparation of the report on operations
and of the corporate governance report of Italian Wine Brands Group as at December 31, 2023, including
their consistency with the consolidated financial statements and their compliance with the applicable laws
and regulations.
We have performed the procedures required under Auditing Standard (SA Italia) n. 720B in order to
express an opinion on the consistency of the report on operations and of specific information of the
corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98,
with the consolidated financial statements of Italian Wine Brands Group as at December 31, 2023, and on
their compliance with the applicable laws and regulations, and in order to assess whether they contain
material misstatements.
In our opinion, the report on operations and the above mentioned specific information of the corporate
governance report are consistent with the consolidated financial statements of Italian Wine Brands Group
as at December 31, 2023, and are compliant with applicable laws and regulations.






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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014
Page 5 of 5


With reference to the assessment pursuant to article 14, paragraph 2, (e), of Legislative Decree no. 39/10
based on our knowledge and understanding of the entity and its environment obtained through our audit,
we have nothing to report.

Milan, April 9, 2024
BDO Italia S.p.A.
Signed by Vincenzo Capaccio
Partner





As disclosed by the Directors, the accompanying consolidated financial statements of Italian Wine Brands S.p.A.
constitute an official version which is compliant with the provisions of the Commission Delegated Regulation (EU)
2019/815.


This independent auditor’s report has been translated into English from the original issued in Italian solely for the
convenience of international readers. Accordingly, only the original text in Italian language is authoritative.


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VCP/ADN/lsm - RC061842023BD1330


Italian Wine Brands S.p.A.
Independent auditor’s report pursuant to
article 14 of Legislative Decree no. 39, dated
January 27, 2010, and article 10 of Regulation
(EU) 537/2014
Financial statements at
December 31, 2023


(Translation from the original Italian text)


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Page 1 of 5

Tel: +39 02 58.20.10
www.bdo.it
Viale Abruzzi, 94
20131 Milano


Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona

BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.
Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842
Iscritta al Registro dei Revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013
BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte
della rete internazionale BDO, network di società indipendenti.


Independent auditor’s Report
pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010, and article
10 of Regulation (EU) 537/2014


To the shareholders of
Italian Wine Brands S.p.A.


Report on the financial statements
Opinion
We have audited the financial statements of Italian Wine Brands S.p.A. (the Company), which comprise
the statement of financial position as at December 31, 2023, the comprehensive income statement,
statement of changes in shareholders’ equity and statement of cash flows for the year then ended, and
notes to the financial statements, including material accounting policy information.
In our opinion the financial statements give a true and fair view of the financial position of the Company
as at December 31, 2023, and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the European Union, as well as
the regulation issued to implement art. 9 of Legislative Decree no. 38/05.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with
the ethical and independence requirements applicable in Italy to the audit of financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.


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Italian Wine Brands S.p.A. Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014

Key audit matter
Audit response
VALUATION OF INVESTMENTS
Note 2.1 “Accounting policies – Equity investments”
and Note 7 “Equity investments”
Investments in subsidiaries are accounted for a total
amount of Euro 263,904 thousand in the financial
statements and refer to the wholly owned
subsidiaries Giordano Vini S.p.A., Provinco Italia
S.p.A., Enoitalia S.p.A., Enovation Brands Inc.,
Barbanera S.r.l., Fossalto S.r.l. and Italian Wine
Brands UK Ltd.
Investments in subsidiaries and associates are valued
at the purchased cost eventually decreased in the
event of distribution of capital or capital reserves or
in presence of impairment losses determined by
applying the so-called impairment test.
Valuation of investments is a key audit matter in the
audit of the financial statements.


The main audit activities performed are detailed as
follows:
▪ verification of the proper classification and
related accounting treatment based on the
applicable accounting standards;
▪ obtaining and examination of the financial
statements as at December 31, 2023, of the
subsidiaries and other companies;
▪ comparison the carrying amount of the
investment with the equity portion
attributable to the parent company;
▪ impairment test verification, with the
support of BDO experts, related to
— reasonableness of key assumptions
and hypotheses underlying the cash
flow forecasts;
— analysis of the Company’s
impairment test based on the
applicable standards;
— assessment of the key assumptions
underlying the impairment model
with reference to cash flows,
discount rate, growth rate and
terminal value valuation;
— mathematical accuracy verification
of the impairment model.
▪ verification of the adequacy of the
information provided in the financial
statements notes.



Responsibilities of the Directors and the Board of Statutory Auditors for the Financial Statements
The directors are responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards as adopted by the European Union, as well as
the regulation issued to implement art. 9 of Legislative Decree no. 38/05 and, in the terms prescribed by
law, for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless they either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the
Company’s financial reporting process.


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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISA Italia will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also have:
▪ Identified and assessed the risks of material misstatement of the financial statements,
whether due to fraud or error, designed and performed audit procedures responsive to those
risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
▪ Obtained an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
▪ Evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
▪ Concluded on the appropriateness of directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
▪ Evaluated the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We have communicated with those charged with governance, as properly identified in accordance with ISA
Italia, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We have also provided those charged with governance with a statement that we have complied with
relevant ethical and independence requirements applicable in Italy and communicated with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate relevant risks or the safeguards measures applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We described those matters in the auditor’s report.


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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article10 of EU
Regulation no. 537/2014

Other information communicated pursuant to article 10 of Regulation (EU) 537/2014
We were initially engaged by the shareholders meeting of Italian Wine Brands S.p.A. on April 22, 2021, to
perform the audits of the financial statements of each fiscal year starting from December 31, 2021, to
December 31, 2029.
We declare that we did not provide prohibited non audit services, referred to article 5, paragraph 1, of
Regulation (EU) 537/2014, and that we remained independent of the company in conducting the audit.
We confirm that the opinion on the financial statements included in this audit report is consistent with the
content of the additional report prepared in accordance with article 11 of the Regulation (EU) 537/2014,
submitted to those charged with governance.

Report on other legal and regulatory requirements
Opinion on the compliance to the requirements of Delegated Regulation (EU) 2019/815
The directors of Italian Wine Brands S.p.A. S.p.A. are responsible for the application of the requirements
of Delegated Regulation (EU) 2019/815 of European Commission regarding the regulatory technical
standards pertaining the electronic reporting format specifications (ESEF – European Single Electronic
Format) (hereinafter the “Delegated Regulation”) to the financial statements, to be included in the
Annual financial report.
We have performed the procedures required under Auditing Standard (SA Italia) no. 700B in order to
express an opinion on the compliance of the financial statements as at December 31, 2023 to the
requirements of the Delegated Regulation.
In our opinion, the financial statements as at December 31, 2023 have been prepared in XHTML format in
compliance to the requirements of Delegated Regulation.

Opinion pursuant to article 14, paragraph 2, (e), of Legislative Decree no. 39/10 and of article 123-bis
of Legislative Decree no. 58/98.
The directors of Italian Wine Brands S.p.A. are responsible for the preparation of the report on operations
and of the corporate governance report of Italian Wine Brands S.p.A. as at December 31, 2023, including
their consistency with the financial statements and their compliance with the applicable laws and
regulations.
We have performed the procedures required under Auditing Standard (SA Italia) no. 720B in order to
express an opinion on the consistency of the report on operations and of specific information of the
corporate governance report as provided by article 123-bis, paragraph 4, of Legislative Decree no. 58/98,
with the financial statements of Italian Wine Brands S.p.A. as at December 31, 2023, and on their
compliance with the applicable laws and regulations, and in order to assess whether they contain material
misstatements.
In our opinion, the report on operations and the above mentioned specific information of the corporate
governance report are consistent with the financial statements of Italian Wine Brands S.p.A. as at
December 31, 2023, and are compliant with applicable laws and regulations.







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Italian Wine Brands S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, dated January 27, 2010 and article 10 of EU
Regulation no. 537/2014

With reference to the assessment pursuant to article 14, paragraph 2, (e), of Legislative Decree no. 39/10
based on our knowledge and understanding of the entity and its environment obtained through our audit,
we have nothing to report.

Milan, April 9, 2024
BDO Italia S.p.A.
Signed by Vincenzo Capaccio
Partner






As disclosed by the Directors, the accompanying separate financial statements of Italian Wine Brands S.p.A.
constitute an official version which is compliant with provisions of the Commission Delegated Regulation (EU)
2019/815.


This independent auditor’s report has been translated into English from the original issued in Italian solely for the
convenience of international readers. Accordingly, only the original text in Italian language is authoritative.



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1 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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2 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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3 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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Contents
Composition of Administrative and Supervisory bodies 4
Letter to Shareholders 5
Key economic, equity and financial data 7
Directors’ Report on Operations 8
Risks 48
Directors’ Responsibility Statement 50
Consolidated Annual Financial Reports
Consolidated Statement of Financial Position 53
Comprehensive Income Statement 55
Statement of changes in Shareholders’ Equity 56
Statement of Cash Flows 57
Form and contents of the Consolidated Financial Report 58
Notes 84
Separate Financial Statements 121
These separate and consolidated financial statements constitute an official version in English language which is
compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.

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Corporate Bodies
Board of Directors
Alessandro Mutinelli
(Chief Executive Officer and Chairman)
Giorgio Pizzolo
(Deputy Chairman)
Simone Strocchi
Sofia Barbanera
Antonella Lillo
(Indipendent Director)
Massimiliano Mutinelli
Marta Pizzolo
Board of Statutory Auditors
David Reali
(Chairman of the Board of Statutory Auditors)
Debora Mazzaccherini
(Statutory Auditor)
Eugenio Romita
(Statutory Auditor)
Indipendent Auditors
BDO Italia S.p.A.
Euronext Growth Advisor
Intesa Sanpaolo S.p.A.

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Letter to shareholders
Dear Shareholders,
It is with great satisfaction that I present this financial statement to you, which grows in
margins and cash generation compared to the previous year.
This result takes on even greater value when compared with the general market trend, which
recorded a contraction in volumes shipped, due to the reduced spending capacity of end
consumers.
Adjusted EBITDA exceeded the threshold of Euro 44 million for the first time in IWB's history,
with 19% growth compared to the previous year. The banking net financial position improved
from Euro 122M to Euro 96M, while that including IFRS 16 and deferred prices improved from
Euro 147M to Euro 115M, with an adjusted NFP/EBITDA index of 2.6x. All this with an
unchanged turnover compared to the previous year. This NFP, the result of a season of very
intense acquisitions, which led the group to double in size in just 3 years, is mostly financed
with a bond loan of Euro 130 million, at a fixed rate 2.5% expiring in May 2027.
In 2023 we integrated the last acquisition realized in December 2022, namely the Barbanera
Vini company, which led to the expansion of our perimeter into a key area for Italian wine,
Tuscany. We have also laid the foundations for the new group's corporate structure, which
started on January 1, 2024, with a reduction to just two Italian operating companies (in
addition to the holding company): (i) IWB Italia SpA, within which all the production sites have
merged and where we concentrated marketing to "wholesale" customers and (ii) Giordano
Vini SpA, dedicated to "direct to consumer" sales, with the Giordano and Svinando brands. In
essence, we have reduced the company perimeter by 5 companies (4 Italian and 1 foreign),
with a significant rationalization of structures, processes and information systems.
The aim is to have a lean and efficient group, which knows how to respond promptly to the
market, with quality and service, enhancing its people and assets.
We have also invested in environmental sustainability, with two new photovoltaic systems,
which came into operation between the end of 2023 and the beginning of 2024, which will
allow us to cleanly self-produce approximately 1/3 of the group's energy needs.
The IWB group is today widely diversified: it exports to over 80 countries, is present in both
the modern and ho.reca channels (off-trade and on-trade), sells directly to the final consumer
with its own online platform, has its own brands that cover different price ranges.
But we know that there is still a lot to do, many new customers to reach in every corner of the
earth, new products and brands to develop, processes to make more efficient.
Because the limit to improvement does not exist.

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My mandate and that of the entire Board of Directors comes to an end with the approval of
this Financial statements. First of all, I would like to thank all the IWB people, my
colleagues, for their commitment in these challenging years, in which we have faced together
situations never seen before, and, nevertheless, we have managed to grow, to make better
and more strong what was there before. I thank my fellow directors for the professionalism with
which they contributed to the group's strategic choices. And the statutory auditors, who with their
careful supervision helped us operate in the safest way for the company. And finally, I thank
our shareholders, who have been close to us over these years. Today we leave them a stronger
company than the one at the beginning of their mandate.
Alessandro Mutinelli
Chairman and Chief Executive Officer

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KEY Economic, Equity and Financial data



INCOME DATA
2022 2021
pro-forma pro-forma
Revenues 429,127 430,312 408,934
Adjusted EBITDA 44,330 37,177 41,829
% 10.3% 8.6% 10.2%
Adjusted EBIT 30,764 24,894 31,353
EBIT 27,372 23,530 28,332
% 6.4% 5.5% 6.9%
Adjusted net profit/(loss) 18,910 15,212 20,463
% 4.4% 3.5% 5.0%
Net Result 16,458 14,212 18,284
% 3.8% 3.3% 4.5%
FINANCIAL DATA
2022
Restated
Net working capital 12,138 24,242 9,970
Net Invested Capital 325,423 339,861 281,210
Shareholders' equity 209,490 193,315 159,954
Net financial position 115,932 146,547 121,256
Net financial debt without IFRS 16 100,718 129,498 107,977
Net Financial position - third parties lenders 96,313 121,877 107,977
MAIN INDICES
2022 2021
pro-forma pro-forma
Net financial position / Adjusted Ebitda 2.62 3.94 2.90
Net financial position / Shareholders’ Equity 0.55 0.76 0.76
EPS 1.75 1.50 2.08
2023
2021
€thousand
2023
€thousand
2023

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Directors' Report on operations
1. Analysis of the Company's situation, performance and management results
1.1.1 International market
In 2023 IWB maintained the level of revenues of the previous year and improved the price and
mix of products sold to support margins despite a market which saw the export of Italian wine
to the world record a decrease of 4.4% IN volume and 7.3% in value.
The analysis, carried out by UIV
(1)
, indicates decreases in volumes in all the major importing
countries with the exception of Germany, which closed the year with a +7% due to the increase
in bulk wine orders (+16%). The market situation was particularly complex in the United States,
which recorded -13% in volume, also due to excess stocks held by distributors, but also in
Canada and Japan, both with volumes equal to -11% and in the UK with volumes falling by 9%
and where IWB managed to achieve 7% growth in value.
At the same time, there was a contraction in average prices due to the growth in imports of
bulk wine (+9%) and large formats (+6%) accompanied by a decrease in price lists
(approximately -11%) and the contextual lower impact of bottled products (-7%) and sparkling
wines, down 11% in volumes but the only type to increase in average price (+5 %).
Overall, the year 2023 has been negative for all producing countries. Infact, global wine
imports from the five top buyers closed at 16.9 billion euros, 7.5% less than the previous year,
with volumes at -6.7 percent. France, the main exporting country, showed a worse volume
trend than Italy (-10%), but less decrease in terms of values (-5 percent).
1.1.2. Off trade Domestic Market
During 2023, inflationary pressure did not spare the wine sector, which saw a growth in prices
(equal to +5%), especially within modern distribution and discount stores. The year ended with
sales that came close to 3.3 billion euros, marking a substantial improvement compared to
2022, but with a drop in purchased volumes of more than two percentage points. Specifically,
in all sales channels, excluding e-commerce, inflation has impacted value sales, but has
affected volume sales: the exception is Cash&Carry, the only channel to have also shown a
positive sign in the volumes of wine purchased (+9.4%).
Among the different categories, still and semi-sparkling wines, thanks to the significant
increase in prices (+5.5% compared to +1.2% for sparkling wines), reported increases in value
(+2.2%) but decreases in volume (-3.1%). After the setback suffered the previous year, the
"race" of sparkling wines resumed in 2023, which saw a significant recovery in both values
(+4.5%) and volumes (+3.3%) sales, although driven by cheaper products (generic sparkling
wines).
1
Unione Italiana Vini

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The issues that had already characterized 2022, i.e. (i) inflation (ii) high interest rates (iii)
geopolitical tensions, which had determined a prudent attitude in consumption were
increased by the contingent effects of the flood in Emilia Romagna and the abundant rains in
the Center and South of Italy with the consequent spread of the downy mildew which,
combined with the hail in Northern Italy, determines the poorest harvest in recent decades.
However we must point out the positive impact due to:
a) the slowdown in inflation which supported the decrease in the cost of all production
factors and energy costs;
b) the opportunities arising from new market segments with the debut already at
Prowein 2023 of World of Zero, the area dedicated to alcohol-free and low-alcohol
wines;
c) a better mechanism for the protection of geographical indications following the
favorable vote of the Comagri of the European Union Parliament.
The annual Prowein Business Report, just presented, tells of a wine industry that is more
focused than usual to economic and market trends: (x) on the one hand great uncertainty also
due to a possible recession, (y) on the other the growing trends in health and well-being. While
less than half of operators, wineries and traders believe climate change represents a short-
term threat.
1.1.3 2024 Trends
In this context, the Wine Trade Monitor 2024 indicates the main factors that will influence the
wine market in the next 24 months in key markets:
• “Old Continent” wines, particularly those from France, Italy and Spain, continue to capture
the palates and preferences of wine merchants around the world. France tops the popularity
ranking, with 88% of operators stocking French wines, followed by Italy with 77% and Spain
with 72%.
• Sustainability is becoming increasingly important: 23% of operators focus on reducing carbon
footprint, 19% on protecting natural resources and another 19% on respecting biodiversity.
Low alcohol wines are carving out their niche, especially in Germany, Canada and the United
Kingdom. Consumption trends highlight a preference for naturalness (organic, CSR, natural
wines), innovation (low alcohol, vegan, pet'nats wines) and a more pronounced price
segmentation from premium to entry offers -level.
• The trend towards the online sale of wine continues: 53% of those interviewed expect growth
in this sector, against 40% who expect stability and a small 7% who expect a decline.

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• Grape varieties driving demand for still wines include chardonnay, cabernet sauvignon and
pinot noir, with significant variations nationwide. Authenticity, reflected in the winemaker's
approach, terroir and craftsmanship, plays a vital role in driving sales, especially among wine
merchants.
• In the particularly lively segment of sparkling wines, there is fierce competition between the
various denominations, each with its own identity and its own appeal on the market. This trend
indicates a consumer preference for sparkling wines that offer excellent value for money,
authenticity and diversity of styles; Consumers are increasingly looking for alternatives that
don't compromise on quality or complexity, despite being more affordable than traditional
choices like champagne.
• The classic 75cl bottle remains the most popular format, although there is a shift towards
smaller formats and a decline in larger formats and Bag-in-Box, especially in Europe. Packaging
innovation is largely focused on the 75cl bottle, with 68% of professionals predicting growth in
classic bottles and 24% in light glass bottles.
• The screw cap is consolidating its position as the industry standard, demonstrating growing
acceptance not only in Anglo-Saxon markets, where it was already popular, but also in more
traditional ones. This trend highlights a change in perception towards greater openness to
packaging innovations that combine practicality and quality preservation.
• The industry outlook is a mix of anticipation and caution. Around 24% of professionals expect
the market to progress, while 49% expect stagnation and 27% a decline. Sales expectations are
equally diverse: 40% are optimistic about growth, 39% expect a setback and 21% are preparing
for a downturn. Despite uncertain forecasts, France and Italy emerge as leaders in growth
potential, closely followed by Spain and Portugal. Interestingly, small-scale buyers are more
optimistic: 28% of those buying fewer than 10,000 bottles a year expect growth, compared to
just 11% of those buying over a million bottles.
In conclusion, the wine sector in 2024 will face significant challenges, but there are also
opportunities to capitalize on new consumer trends.
1.1.4 IWB Group – Operation & Activities
IWB is the leading listed Italian private wine producer; its activities develop thanks to (i) the
broadest product portfolio on the market in each segment, (ii) the diversification of the channels
in which it operates, reference markets and portfolio customers. It is in the ideal position to
seize all opportunities, including the growth through external lines, leveraging its production
and commercial efficiency.


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Given the market context, the results obtained in terms of turnover and the leadership position
that the group has managed to maintain take on even more value thanks to:
• progressive growth on international markets achieved both by consolidating the positioning
in the reference countries and by entering new and high-potential geographies, leveraging in
particular the relationship and management capacity of the Wholesale channel;
• timely and effective entry into the channels with the greatest potential (i) e-commerce in the
pandemic period, (ii) ho.re.ca, in the post-pandemic period, at the same time as the
repositioning of consumption from off-trade channels;
• the significant entry into the sparkling, premium and organic wine categories, thanks also to
the acquisitions of Raphael Dal Bo, Enoitalia, Barbanera;
• careful management of the supply chain, which allowed it to significantly improve the level of
margins and production continuity despite an increase in energy and raw material costs and to
manage price review agreements with its main customers aimed at not jeopardizing market
positioning and volume trends;
• ever-increasing attention to sustainability issues both in terms of the development of organic
products and in terms of "decarbonisation" of the production process;
• the expansion of the commercial structure, in particular for the wholesale channel, to reach
more customers in every corner of the Earth.
In conclusion, we can state that, despite the short-term uncertainties, which are impacting
general consumption, we maintain a positive outlook on the sector and in particular on the
Group's prospects.

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Sales are primarily made through a portfolio of proprietary brands, including the following:

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From a corporate point of view, the Group carried out a significant reorganization in 2023
which led to the creation of two business area, in addition to the Holding, to manage the
different sales channels.
1) IWB Italia S.p.A constituted from the merge of Enoitalia S.p.A., Provinco Italia S.p.A.,
Barbanera S.r.l., Fossalto S.r.l, and the B2B and production branch of Giordano Vini S.p.A with
the mission of:
(i) develop the Group's B2B Business both in the Wholesale channel and in the Ho.re.ca channel
also through the coordination of foreign companies focused on the management and growth
of the main reference markets.
(ii) guarantee flexible production with respect to the needs of the different brands and
optimized from the point of view of costs and supply chain efficiency.
The Group's production structure consists of (i) n. 5 owned cellars located respectively in Diano
d'Alba (CN), in Torricella (TA), in Calmasino (VR), in Montebello (VI) and in Cetona (SI) and (ii)
of n. 9 bottling lines, one of which is located in Diano d'Alba (CN), three in Montebello (VI),
four in Calmasino (VR) and one in Cetona (SI).
2) Giordano Vini S.p.A. as a purely commercial company focused on direct sales to the final
consumer:
(i) through integrated management of all direct contact channels (Direct Mailing, Teleselling
and Web;
(ii) offering personalized delivery and payment services;
(iii) enriching the offer to the customer with traditional Italian food products and
complementary functional products to make the consumption experience further attractive.
IWB S.p.A. maintains management and coordination activity for the Group companies by
directly holding controlling interests in the main companies: Giordano Vini S.p.A., Italian Wine
Brands Italia S.p.A, Enovation Brands Inc., and IWB UK Ltd. (company established during 2022
as the Group's exporter into the British market in compliance with the new regulations which
came into force in January 2024 and which require the formal indication of the exporter on the
label)

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The corporate organizational chart of the Italian Wine Brands Group is provided below.
• IWB Italia S.p.A constituted by the merger, effective from 1 January 2024, of Provinco Italia S.p.A.,
Enoitalia S.p.A, Barbanera S.r.l.; Fossalto S.r.l. and the B2B and production branch of Giordano Vini
S.p.A.
• Giordano Vini S.p.A remains as a company focused on B2C sales
The aim of the demerge, in addition to organizational simplification, is a better focus on commercial
and production activities and the maximization of business synergies
• the company Provinco Deutschland GmbH was placed into liquidation in December 2023

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1.2.1 Consolidated Report
Below is a summary of the annual consolidated economic and financial results obtained by the
Italian Wine Brands Group in the period between 2021 and 2023 with data expressed in
thousands of Euros, that indicate a significant improvement compared to the previous year.
As regards 2022, the economic results of Enovation Brands Inc. are consolidated starting from
the acquisition and therefore limited to the April-December period; for the Barbanera s.r.l. and
Fossalto s.r.l. the consolidation was carried out only at 12/31/22 and only at the balance sheet
level.

(1) The Adjusted EBITDA indicates the Ebitda net of management adjustments as detailed on page 18.
(2) The Adjusted Net Result indicates the Net Result deducting management adjustments and the related tax effect as
detailed on page 18
(3) Consolidated data referring to all companies forming part of the Group's perimeter for the period 1 January - 31
December of each financial year





31.12.2022 31.12.2021
€thousand
pro-forma (3) pro-forma (3)
Revenue from sales
429,127 430,312 390,654 408,934 313,227
Change in inventories
(19,765) 3,320 610 19,524 13,333
Other income
4,410 5,897 5,574 2,953 2,645
Total revenues
413,772 439,529 396,838 431,411 329,204
Purchase costs
(271,847) (298,387) (271,790) (295,527) (217,705)
Costs for services
(70,911) (78,190) (70,990) (72,362) (62,009)
Personnel costs
(25,078) (24,256) (21,633) (20,492) (14,563)
Other operating costs
(1,606) (1,520) (1,368) (1,200) (898)
Total operating costs
(369,443) (402,352) (365,781) (389,581) (295,174)
Adjusted EBITDA (1)
44,330 37,177 31,057 41,829 34,030
EBITDA
40,962 35,871 29,735 38,808 31,009
Adjusted net profit/(loss) (2)
18,910 15,212 12,040 20,463 16,715
Net profit/(loss)
16,458 14,212 11,033 18,284 14,537
Net financial debt
115,932 146,547 146,547 121,256 121,256
of which net financial debt - third-party
lenders
96,313 121,877 121,877 107,977 107,977
of which net financial debt - Deferred
price acquisitions
4,405 7,621 7,621 0 0
of which net financial debt - lease
liabilities
15,214 17,049 17,049 13,279 13,279
31.12.2023
31.12.2022
31.12.2021

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The reclassified consolidated financial and economic data are shown below.
The statement of financial position as of 12/31/2022 was updated during the half-yearly report
in consideration of the update of the valuation of the Barbanera srl inventory and consequently
of the goodwill as indicated in the note



Restated 31/12/2022: The amount relating to the goodwill of Barbanera s.r.l. and Fossalto s.r.l. as of 31/12/2022 increased by
Euro 1,226 thousand compared to what was recorded in the financial statements as of 31 December 2022 as a result of a detailed
evaluation of the raw materials which revealed that some types of wine, acquired by the company in the period 2018-2021 were
no more aligned with the fair value at the acquisition date. The different evaluation is essentially due to the natural evolution of
the product which may be attributable to the impossibility of storing it in a suitable manner due to the absence of tanks with a
capacity compatible with the existing inventories. These different factors compared to those expected constitute new information
learned on facts and circumstances existing at the acquisition date which, if known, would have influenced the measurement of
the amounts recognized on that date. The counterbalance is accounted for in the inventory which decreased by Euro 1,613
thousand and in deferred taxes which decreased by Euro 387 thousand.

Reclassified statement of financial position
€thousand
31.12.2023
Restated
31.12.2022
31.12.2022 31.12.2021
Other intangible assets
38,775 39,021 39,021 35,983
Goodwill
215,969 215,969 214,743 181,085
Tangible assets
51,823 52,131 52,131 50,124
Right-of-use assets
15,465 17,709 17,709 14,042
Equity investments
5 5 5 3
Total Fixed Assets
322,036 324,835 323,609 281,237
Inventory
78,552 101,202 102,815 77,908
Net trade receivables
52,130 61,599 61,599 68,144
Trade Payables
(113,790) (136,717) (136,717) (137,367)
Other assets (liabilities)
(4,754) (1,842) (1,842) 1,286
Net working capital
12,138 24,242 25,855 9,970
Payables for employee benefits
(1,654) (1,444) (1,444) (1,212)
Net deferred and prepaid tax assets (liabiliies)
(6,797) (7,483) (7,870) (8,451)
Other provisions
(301) (288) (288) (334)
NET INVESTED CAPITAL
325,423 339,861 339,861 281,210
Shareholders' equity
209,490 193,315 193,315 159,954
Profit (loss) for the period
16,300 11,242 11,242 14,537
Share capital
1,124 1,124 1,124 1,046
Other reserves
192,274 181,314 181,314 144,371
Shareholders’ equity of NCIs
(209) (366) (366) 0
Net Financial position - third parties lenders
96,313 121,877 121,877 107,977
Deferred price acquisitions
4,405 7,621 7,621 -
Lease liabilities
15,214 17,049 17,049 13,279
TOTAL SOURCES
325,423 339,861 339,861 281,210

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Reclassified Income statement
€thousand
Adjusted Adjusted Adjusted Adjusted
31.12.2022 31.12.2021
pro-forma pro-forma
Revenue from sales
429,127 430,312 390,654 408,934
Change in inventories
(19,765) 3,320 610 19,524
Other income
4,410 5,897 5,574 2,953
Total revenue
413,772 439,529 396,838 431,411
Purchase costs
(271,847) (298,387) (271,790) (295,527)
Costs for services
(70,911) (78,190) (70,990) (72,362)
Personnel costs
(25,078) (24,256) (21,633) (20,492)
Other operating costs
(1,606) (1,520) (1,368) (1,200)
Operating costs
(369,443) (402,352) (365,781) (389,581)
Adjusted EBITDA
44,330 37,177 31,057 41,829
Write-downs
(1,601) (833) (803) (1,212)
Amortization and depreciation
(11,965) (11,450) (9,666) (9,264)
Operating result Adjusted
30,764 24,894 20,588 31,353
Non recurring items
(3,368) (1,306) (1,322) (3,021)
Net releases (accruals) for provision risks and charges
(24) (59) (54) 0
EBIT
27,372 23,530 19,213 28,332
Net financial income/(expenses)
(7,798) (5,645) (5,518) (4,308)
EBT
19,574 17,885 13,695 24,024
Taxes
(3,116) (3,673) (2,662) (5,739)
Net Result
16,458 14,212 11,033 18,284
Tax effect of non recurring charges
940 364 369 843
Net profit before non recurring items and related tax effect 18,910 15,212 12,040 20,463
31.12.2023
31.12.2022

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Management & Adjustments
1
Adjusted accounting data as of 31/12/2023 (with reference to Adjusted Ebitda and Adjusted Net Result) represented gross of
non-recurring costs, totaling Euro 3,367 thousand in the year.
i) Costs for services equal to Euro 1,139 thousand and relating to i) Euro 347 thousand for the acquisition of Barbanera, ii) Euro
327 thousand commissions prior to the closing of Barbanera. iii) Euro 74 thousand for costs relating to the management of fraud
against Enovation Brands iv) Euro 303 thousand for non recurring legal & consultancy fees, corporate and settlement costs; v) 89
thousand euros for charges related to the revamping of the Giordano bottling plant and other minor non recurring.
ii) Personnel costs equal to Euro 259 thousand relating to conciliations with former employees and internal charges related to the
revamping of the Giordano bottling plant.
iii) Other operating costs: equal to Euro 41 thousand for transaction costs for previous years services.
iv) Costs for services and personnel amounting to a total of Euro 1,928 thousand relating to the full accrual and assignment of the
first tranche of the 2023-2025 Stock Grant Plan, representing 20% of the total value of the plan itself and in line with the
achievement of the profitability target 2023. In particular 2023 Adjusted Ebitda equal to at least Euro 44.0 million.





Reclassified Income statement
€thousand
Reported
Management adjustments Adjusted
31.12.2023 (1) (2) 31.12.2023
Revenue from sales
429,127 429,127
Change in inventories
(19,765) (19,765)
Other income
4,410 0 4,410
Total revenue
413,772 0 0 413,772
Purchase costs
(271,847) (271,847)
Costs for services
(73,662) 1,139 1,612 (70,911)
Personnel costs
(25,654) 259 317 (25,078)
Other operating costs
(1,647) 41 (1,606)
Operating costs
(372,810) 1,439 1,928 (369,443)
Adjusted EBITDA
40,962 1,439 1,928 44,330
Write-downs
(1,601) (1,601)
Amortization and depreciation
(11,965) (11,965)
Operating result Adjusted
27,396 1,439 1,928 30,764
Non recurring items -
(1,439) (1,928) (3,368)
Net releases (accruals) for provision risks and charges
(24) (24)
EBIT
27,372 0 0 27,372
Net financial income/(expenses)
(7,798) (7,798)
EBT
19,574 0 0 19,574
Taxes
(3,116) (3,116)
Net Result
16,458 0 0 16,458
Tax effect of non recurring charges
940
Net profit before non recurring items and related tax effect
18,910

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19 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


19 |


Alternative performance indicators
In this annual financial report, some economic-financial indicators, which are not identified as
accounting measures within the IFRS, but which allow us to comment on the performance of
the Group's business are presented and commented. These quantities, defined below, are
used to comment on the performance of the Group's business in compliance with the
provisions of the Consob Communication of 28 July 2006 (DEM 6064293) and subsequent
amendments and additions (Consob Communication no. 0092543 of 3 December 2015 which
implements the ESMA/2015/1415 guidelines). The alternative performance indicators listed
below should be used as an informative supplement to the provisions of the IFRS to assist users
of the financial report in better understanding the economic, equity and financial performance
of the Group. It is underlined that the criteria used by the Group may not be homogeneous
with that adopted by other groups and the balance obtained may not be comparable with that
determined by the latter. Below is the definition of the alternative performance indicators
used in the Annual Financial Report and their use
Net Result (or Profit) before non-recurring charges and related tax effect or Adjusted Net
Result (or Profit) represents the profit/loss net of (i) costs and income of a non-recurring
nature, (ii) costs linked to the medium-long term incentive plan for management in line with
the provisions of the "Terms and Conditions” of the bond loan (iii) and related taxes. The
indicator provides useful and immediate feedback on the income trend for the year not
influenced by non-recurring components.
Profit before taxes (EBT): it is equal to the net result before taxes or before the tax effect; it is
used to evaluate the profitability of the company regardless of the effect of taxes.
Operating result or EBIT represents the net result excluding the tax effect, financial charges
and income, charges and income from equity investments. It is used to measure the ability of
the company/Group to generate a "profit" including the impact deriving from investments.
Adjusted operating result or Adjusted EBIT: is represented by the operating result (EBIT) net
of costs and income of non-recurring nature and costs related to the medium-long term
incentive plan for management in line with the provisions of the "Terms and Conditions” of
the bond loan. It is used to measure the ability of the company/Group to generate a "profit"
including the impact deriving from investments and net of non-recurring expenses and income
and the Incentive Plan
Gross Operating Margin or EBITDA", is the operating result less the impact of (iii)
"Revaluations/(Write-downs" including the write-down of trade receivables, (iv) "Provisions

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20 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


20 |

and releases for risks" and item (v) " Depreciation". It is used to measure the ability to generate
a management result, excluding the impact deriving from the investment.
Adjusted Gross Operating Margin or Adjusted EBITDA", compared to the Gross Operating
Margin or EBITDA, it is net of costs and income of a non-recurring nature and costs linked to
the medium-long term incentive plan for management in line with the provisions of the "Terms
and Conditions of the bond loan”. It is used to measure the ability to generate a management
result, excluding the impact deriving from investment and non-recurring charges.
Total fixed assets: is calculated as the sum of the following items: Goodwill; Other intangible
assets, Tangible assets, Rights of use assets; Financial fixed assets including equity investments.
The indicator is used to highlight the total fixed assets and the necessity of long term resources
to finance it.
Working capital: it is calculated as sum of Inventories (or Warehouse), Net Trade Receivables,
Trade Payables. The indicator represents short-term management assets and liabilities and
helps to explain short-term operative cash generation.
Net working capital: it is calculated as the sum of Working Capital, Other assets and liabilities.
The indicator represents short-term managerial and operational assets and liabilities and helps
to explain short-term cash generation.
Other receivables and debts (or Other Assets and Liabilities) is given by the sum of the
following items: other current and non-current assets, current tax assets, other current
liabilities and current tax liabilities. These items exclude any fair value of hedging derivatives
of current financial assets. It is used to calculate net working capital.
Net invested capital (CIN): it is calculated as the sum of: Net working capital, Total fixed assets,
Payables for employee benefits, Deferred and prepaid taxes and Other provisions. This
indicator represents and explains the "requirement" of capital necessary for running the
company at the balance sheet date, financed in the two components (x) (Net equity and (y)
Net financial position; Deferred price of acquisitions; Lease liabilities.
Net financial position (NFP) or also Net Financial Debt in the ESMA definition: it is calculated
as the sum of the following items: cash and cash equivalents, non-current/current financial
liabilities which also include debts linked to the price of acquisitions still to be paid and
positive/negative fair value values on hedging derivatives and current and non-current
financial assets, payables for rights of use.
It is divided into:
a) Deferred price of acquisitions

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b) Lease liabilities
c) NFP or financial debt - third party lenders or banking equal to the total net of (a) and (b)
This APM is used to evaluate (a) third-party resources, other than third-party equity, needed
by the group (b) it is necessary for the evaluation of covenants.
Net Financial Debt excluding the effects of IFRS 16 indicates the Net Financial Position minus
the lease liabilities calculated pursuant to IFRS 16 and is used to evaluate the financial position
of banking origin and/or due to the of acquisitions.
Net financial position or net financial debt - third parties lenders /(or banking) indicates the
Net financial position less (i) lease liabilities calculated in accordance with IFRS 16 (ii) any earn
outs and deferred prices relating to acquisitions is used to evaluate the financial position of
banking origin
EPS: earnings per share is calculated by dividing the group profit/loss for the year by the
weighted average number of ordinary shares in circulation in the reference period, excluding
treasury (own) shares. For the purposes of calculating the diluted profit/loss per share, the
weighted average of shares in circulation is modified by assuming the conversion of all
potential shares resulting in a dilutive effect. It is used to evaluate the profitability of the
company/Group.
Pro-forma (PF): in the years in which acquisitions were completed, it indicates the Group's
revenues or income statement as if the acquisitions had been completed on January 1st and
therefore with effect from January 1st to December 31st regardless of the actual closing date.
It allows investors to compare the details of revenues by country or channel and the income
statement of two subsequent years in a homogeneous way to highlight the organic growth (or
decrease) regardless of the effect of the acquisitions themselves.








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22 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


22 |

1.2.2 Economic and financial situation of the Parent Company
The situation of IWB S.p.A. as at 31 December 2023 shown here represents the separate
financial statements of IWB S.p.A, and presents:
• a Net Result for the period of Euro 7.2 million (Euro 9.4 million at 12/31/2022);
• net financial debt - third party lenders of Euro 85.7 million (Euro 87.4 million at 12/31/2022).
Below are summarized statements of the financial position and income statement of the
Parent Company.

In relation to the above financial situation, it is noted that:
- as at 31 December 2023, the shareholdings in subsidiary companies are made up of Giordano
Vini S.p.A. for Euro 32,823 thousand; from Provinco Italia S.p.A. for Euro 21,433 thousand and
by Enoitalia S.p.A. for Euro 151,225 thousand; Enovation Brands Inc. for Euro 15,066 thousand;
Barbanera S.r.l. and Fossalto S.r.l. for a total of 43,358 thousand. The increase compared to 31
December 2022 is due to "capitalised" costs relating to the acquisition of Barbanera S.r.l. and
Fossalto S.r.l.
Reclassified statement of financial position
€thousand
31.12.2023 31.12.2022 31.12.2021
Other intangible assets
112 119 196
Goodwill
0 0 0
Tangible assets
82 102 122
Right-of-use assets
60 119 179
Equity investments
263,904 263,557 205,481
Total Fixed Assets
264,157 263,897 205,978
Inventory
0 0 0
Net trade receivables
5,800 2,558 2,282
Trade Payables
(328) (319) (211)
Other assets (liabilities)
360 3,225 4,736
Net working capital
5,832 5,464 6,807
Payables for employee benefits
(60) (42) (37)
Net deferred and prepaid tax assets (liabiliies)
464 32 85
Other provisions
0 0 0
NET INVESTED CAPITAL
270,394 269,351 212,833
Shareholders' equity
180,256 174,199 140,266
Profit (loss) for the period
7,204 9,444 9,780
Share capital
1,124 1,124 1,046
Other reserves
171,927 163,630 129,440
Shareholders’ equity of NCIs
0 0 0
Net Financial position - third parties lenders
85,659 87,384 72,351
Deferred price acquisitions
4,405 7,621 -
Lease liabilities
74 146 216
TOTAL SOURCES
270,394 269,351 212,833

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23 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


23 |


- it should be noted that as a result of the merger effective from 1 January 2024 of the
companies Provinco Italia S.p.A., Barbanera S.r.l., Fossalto S.r.l. in Enoitalia S.p.A. which gave
rise to IWB Italia S.p.A. the relative value of the shareholding corresponds to the sum of the
values of the companies involved in the merger.


In relation to the above income statement situation, it is noted that:
- the dividends refer entirely to the subsidiary Provinco Italia S.p.A.;
- costs for services include Euro 776 thousand for directors' fees (excluding the impact of the
incentive plan), statutory auditors and supervisory bodies and Euro 597 thousand for
consultancy.
- financial income refers to interest income accrued on loans granted to the subsidiaries
Giordano Vini S.p.A. (equal to Euro 789 thousand), Enoitalia S.p.A. (equal to Euro 125
thousand); financial charges are mainly represented by interest expense relating to the bond
loan and amounting to Euro 3,479 thousand.



Reclassified Income statement
€thousand
31.12.2023 31.12.2022 31.12.2021
Revenue from sales
2,472 1,688 1,369
Change in inventories
0 0 0
Other income
4 121 72
Total revenue
2,476 1,809 1,441
Purchase costs
(3) (1) (16)
Costs for services
(2,049) (1,083) (979)
Personnel costs
(1,269) (1,123) (728)
Other operating costs
(178) (115) (214)
Operating costs
(3,498) (2,322) (1,937)
Adjusted EBITDA
(1,022) (513) (496)
Write-downs
0 0 0
Amortization and depreciation
(154) (169) (170)
Operating result Adjusted
(1,176) (681) (666)
Non recurring items
(1,926) (67) (1,083)
Net releases (accruals) for provision risks and charges
0 0 0
EBIT
(3,102) (748) (1,749)
Net financial income/(expenses)
(2,462) (2,777) (1,859)
Dividends from subsidiaries
11,360 12,180 12,402
EBT
5,797 8,656 8,794
Taxes
1,407 788 986
Net Result
7,204 9,444 9,780

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24 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
24 |
1.2.3 Consolidated net financial position
Below is the detail of the net financial debt at 31 December 2023 compared with the debt at
31 December 2022 and 31 December 2021 exposed on the basis of the new scheme envisaged
by ESMA guidance 32-382-1138 of 4 March 2021.
The net financial position - third party lenders is below 100 million; in 18 months the
acquisitions made in 2022 are fully repaid.
€thousand
31.12.2023 31.12.2022 31.12.2021
A. Cash 23 41 444
B. Cash equivalents 70,878 61,008 58,660
C. Other current financial activities 524 674 1,113
D. Liquidity (A) + (B) + (C) 71,424 61,723 60,217
E. Current financial debt (included financial instruments but
not included current part of non current financial debt)
27,927 37,950 31,889
F. Current part of non current financial debt 3,985 3,968 2,967
G. Current financial debt (E) + (F) 31,912 41,918 34,855
H. Net current financial debt (G) - (D) (39,512) (19,806) (25,361)
I. Non current financial debt (excluded current part and
financial instruments)
7,217 12,947 4,931
J. Financial instruments 131,248 131,018 130,795
K. Trade payables and other non current debts/right of use 16,980 22,387 10,891
L. Non current financial debt (I) + (J) + (K) 155,444 166,353 146,617
M. Net financial position (H) + (L) 115,932 146,547 121,256
of which
Deferred price aquisitions 4,405 7,621 0
Current payables for the acquisition of right of use 3,106 3,090 2,388
Non Current payables for the acquisition of right of use 12,108 13,959 10,891
Net financial position without the effect of IFRS 16 and deferred
price aquisitions
96,313 121,877 107,977

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25 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
25 |
1.3 Group performance
Volume of activity – Revenues
Italian Wine Brands S.p.A. confirms itself as the first listed Italian wine group, consolidating
Euro 429.1 million in revenues in 2023.
At the level of reference markets, IWB achieves its turnover mainly and increasingly with
foreign customers due to its historical vocation and the decision to seize the greatest growth
opportunities outside Italy.
The revenues highlight a further strengthening of the Group on international markets, where
sales of Euro 361.5 million were achieved (+1.7% compared to 2022 PF revenues). The increase
was obtained as a result of further penetration on the international market, confirming that,
even in an unfavorable market context, IWB is recognized as a reference partner for (i) the
quality and breadth of the product portfolio (ii ) the solid widespread presence on the market
(iii) the quality and reliability of services in particular from Wholesale and Ho.re.ca customers.
The data above also highlights how the acquisitions have guaranteed greater geographical
diversification of revenues, contributing to the strengthening of the Group in key countries
such as the UK (+3.22% CAGR 21PF/23), Germany (+4% CAGR 21PF/ 23) and in particular in the
United States, the first destination market for Italian wine abroad where the Group achieved
a CAGR 21PF/23 of +28.2% and which prospectively represents one of the main growth drivers.
Added to this is the progressive penetration into emerging markets which, included in the item
Other Countries (+17.1% compared to 2022PF revenues) constitute and will increasingly
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Revenues from sales - Italy 67,380 73,521 70,625 75,681 (8.35%) (5.64%)
Revenues from sales - Foreign markets 361,500 355,356 318,593 332,342 1.73% 4.29%
UK 104,473 98,073 95,365 98,048 6.53% 3.22%
Germany 66,616 69,210 56,399 61,568 (3.75%) 4.02%
Switzerland 40,857 43,032 42,039 49,076 (5.05%) (8.76%)
US 31,646 33,556 29,216 19,252 (5.69%) 28.21%
Austria 17,009 16,530 16,415 17,833 2.90% (2.34%)
France 16,709 14,153 13,888 13,259 18.06% 12.26%
Poland 11,495 11,021 7,486 9,417 4.30% 10.48%
Netherlands 8,744 8,467 5,643 9,912 3.27% (6.08%)
Belgium 7,521 8,103 7,657 10,013 (7.18%) (13.33%)
Canada 7,444 6,698 5,818 4,654 11.14% 26.47%
Ireland 7,260 5,963 5,480 6,847 21.76% 2.97%
Denmark 6,430 8,425 7,139 7,535 (23.68%) (7.63%)
Sweden 2,624 2,858 1,814 2,260 (8.17%) 7.75%
China 1,808 2,561 1,336 1,616 (29.40%)
NA
5.79%
Hungary 1,728 1,807 1,732 1,869 (4.36%)
NA
(3.83%)
Other countries 29,136 24,901 21,167 19,184 17.01% 23.24%
Other Revenues 247 1,436 1,436 910 (82.79%) (47.90%)
Total Revenues from sales 429,127 430,312 390,654 408,934 (0.28%) 2.44%

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26 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
26 |
represent a pool of potential growth to support further increases in turnover in the medium
term.
In parallel with the increase in the "country portfolio", the expansion of the customer base
continues. In this regard, it should be noted that the turnover relating to the two main
customers amounted respectively to (i) 80,142 thousand euros and (ii) 54,977 thousand euros.
Since these are international customers with sales referring to multiple countries, it should be
noted that sales by product at an overall customer level are not available in a relevant way and
the cost of the report would currently be excessive
The Group's exposure to sales made in the Russian Federation is limited, although growing
significantly, amounting in total to approximately Euro 3.4 million in 2023, fully collected as a
result of the policy which provides for advance payments for sales in Russia.
The breakdown of sales revenues by distribution channels highlights::
(i) a marked strengthening of wholesale (sales to large-scale retail chains and state
monopolies) despite the difficult market context;
(ii) a repositioning of the distance selling channel (direct sales to private individuals) to pre-
pandemic levels as a result of new consumption habits;
(iii) revenues more than doubled in ho.re.ca compared to 2021PF, the year of the Group's entry
into this channel which, having overcome the contingent slowdown in consumption due to
macroeconomic and exchange rate uncertainties, may continue to represent an area of
consistent growth in the Group's development strategy in its own premium brand products.
The overall revenues confirm the validity of IWB's strategic choices which, thanks to (i) a strong
positioning on all sales channels (ii) an integrated and international commercial team (iii) a
brand/product portfolio capable of satisfying diversified needs of customers manages not only
to maintain but to improve its market positioning and its customer base in a macroeconomic
and sector context still characterized by high inflation and uncertainty in consumption.
The breakdown of revenues by business area is shown below.
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Total Revenues from sales 429,127 430,312 390,654 408,934 (0.28%) 2.44%
Revenues from wholesale division 311,845 303,471 279,013 299,379 2.76% 2.06%
Revenues from distance selling division 62,257 68,545 68,502 82,706 (9.17%) (13.24%)
Direct Mailing 30,426 34,539 34,539 43,701 (11.91%) (16.56%)
Teleselling 12,155 13,902 13,902 16,806 (12.57%) (14.96%)
Digital / WEB 19,677 20,104 20,061 22,198 (2.13%) (5.85%)
Revenues from ho.re.ca division 54,778 56,860 41,703 25,938 (3.66%)
NA
45.32%
Other Revenues 247 1,436 1,436 910 (82.79%) (47.90%)

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27 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
27 |
Wholesale revenues have increased by 50% in the last 3 years, going from Euro 212.1 million
in 2021 (non-pro-forma data) to Euro 311.9 million in 2023. The wholesale distribution channel
is therefore confirmed by far the main contributor to the Group's revenues despite the
contingent market situation.
The following is a breakdown of the sales revenues of the wholesale channel by country.
In the countries in which it operates through the Wholesale channel, IWB has managed to
obtain growth rates much higher than those expressed by the reference market, virtuously
combining organic growth, development of own-brand products and higher margins and
targeted M&A operations. These results were obtained mainly thanks to:
- a continuous renewal, expansion, extension and enrichment of the own-brand product
portfolio, in particular in the "premium" range which make the commercial offer of the IWB
Group essential for reference customers as it is synonymous with quality in a unique and
recognizable packaging.
Prosecco remains the main growth driver (+7% in the year also due to the price increases
finalized at the end of 2022) and the first product category for the company, but alongside
prosecco, is to be noted the growth in turnover of the company's main brands such as Grande
Alberone (+4%) as well as Elettra currently being launched (+14%). Added to these are the new
Barbanera lines.
- a consolidated presence in the countries with the highest "resilient" per capita consumption
of wine to which is added the ability to enter new countries/markets both as a reference
partner for portfolio customers and as an ability to acquire new customers among the such as:
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Revenues wholesale division - Italy 40,077 43,450 42,457 42,607 (7.76%) (3.02%)
Revenues from wholesale division - Foreign markets 271,768 260,021 236,557 256,772 4.52% 2.88%
UK 71,153 64,502 62,423 72,470 10.31% (0.91%)
Germany 39,623 41,327 30,394 32,615 (4.12%) 10.22%
Switzerland 38,100 40,017 39,152 45,486 (4.79%) (8.48%)
US 22,871 23,340 21,945 15,379 (2.01%) 21.95%
Austria 14,838 14,205 14,157 15,149 4.45% (1.03%)
France 12,567 9,654 9,654 7,749 30.17% 27.35%
Poland 10,740 10,321 6,922 8,841 4.06% 10.22%
Belgium 7,124 7,560 7,166 9,354 (5.76%) (12.73%)
Netherlands 7,508 6,497 4,943 9,176 15.57% (9.54%)
Ireland 6,942 5,744 5,267 6,707 20.86% 1.73%
Denmark 5,584 7,305 7,099 7,513 (23.55%) (13.79%)
Canada 4,626 4,234 3,534 3,085 9.25% 22.46%
Sweden 2,490 2,282 1,764 2,222 9.12% 5.85%
Hungary 1,719 1,799 1,724 1,866 (4.45%) (4.01%)
China 711 1,220 1,220 1,565 (41.71%) (32.58%)
Other countries 25,170 20,014 19,192 17,593 25.77% 19.61%
Total Revenues from sales - wholesale division 311,845 303,471 279,013 299,379 2.76% 2.06%

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28 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
28 |
(i) Tesco in the UK (ii) complete coverage of the US states obtained thanks to the agreement
signed with Southern Glazer's (iii) inclusion in Duty Free in Canada (iv) Selling & Taster in
Denmark (v) Migros in Turkey ( vi) numerous listings in GPA, one of the main Brazilian chains.
- to a widespread international commercial force which represents an element of uniqueness
in the sector and which has made it possible to: (i) develop the Eastern European market with
revenues growing by 25% compared to 2022 (growth in Russia is accompanied by growth in
Ukraine , Slovakia, Romania, Baltic States, Bulgaria) (ii) achieve further significant growth in
the UK thanks to Prosecco and in France both thanks to the increase in the product portfolio
sold to the two main customers and to the progressive success of Prosecco compared to
Champagne (iii) lights and shadows as regards the Pacific area: Japan and South Korea doing
well; China is relatively declining although the situation should progressively improve thanks
to the agreement with a local structure, managed by Italy, which should bring important
commercial results.
In the Direct Sales market, the repositioning of consumption started in the post-pandemic
period continues in favor of other channels, in particular ho.re.ca. The channel is also affected
by the different appeal of traditional sales methods (mailing and teleselling) and suffers from
the greater competitiveness of digital channels which allow the consumer to make the most
of commercial offers. The cumulative annual result of online sales detected by the Nielsen
panel is negative for both still & semi-sparkling wines and sparkling wines. The first category
recorded -12.9% in value and -7.7% in volume, while sparkling wines recorded -8.5% in value
and -5.8% in volume. In particular, DOP wines, typically with a higher average price, record a
total annual performance of -14.9% in value and -12.7% in volume.
This year too, the repositioning of the mix of products purchased towards products with a
lower average price continues. Trend confirmed by the decrease in prices which stands at -
5.6% for still and semi-sparkling wines and -2.9% for sparkling wines.
To address this situation, the distance selling division has further integrated the Giordano and
Svinando sales platforms with the aim of making the most of an offer that combines own-brand
products, with higher margins, and highly recognizable brands and competitive prices that
allow to accelerate the acquisition of new customers.

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29 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
29 |
The sales revenues of the distance selling division broken down by country are shown below.
To be noted the contribution of sales made through digital platforms which came to represent
32% of the division's overall sales compared to 19% in 2019.
New payment methods have also been introduced and should allow for a further improvement
in the user experience and encourage the maintenance of the customer base and repurchases.
These positive results are the result of the strategy undertaken since the beginning of 2017
and aimed at the progressive shift of outbound telephone sales towards the conversion of
orders on digital channels.
The table below shows the evidence of the revenues of the distance selling division divided by
sales channel.
The decrease in direct sales is more than compensated by the notable growth in revenues from
the Ho.re.ca channel, favored by M&A, which accelerated the entry process and allowed the
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Revenues from distance selling division - Italy 24,446 27,682 27,639 32,794 (11.69%) (13.66%)
Revenues from distance selling div - Foreign markets 37,812 40,864 40,864 49,912 (7.47%) (12.96%)
Germany 23,214 24,594 24,594 27,987 (5.61%) (8.92%)
UK 5,425 6,169 6,169 9,058 (12.07%) (22.61%)
France 3,951 4,183 4,183 5,409 (5.54%) (14.53%)
Switzerland 2,502 2,798 2,798 3,552 (10.60%) (16.08%)
Austria 2,074 2,246 2,246 2,678 (7.66%) (12.00%)
Netherlands 353 417 417 583 (15.52%) (22.25%)
Belgium 261 427 427 604 (38.96%) (34.34%)
Other countries 33 30 30 39 9.67% (8.83%)
Total Revenues from sales - distance selling division 62,257 68,545 68,502 82,706 (9.17%) (13.24%)
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Revenues from distance selling division - Italy 24,446 27,682 27,639 32,794 (11.69%) (13.66%)
Direct Mailing 9,911 12,292 12,292 15,441 (19.37%) (19.88%)
Teleselling 7,386 8,376 8,376 9,990 (11.82%) (14.02%)
Digital / WEB 7,148 7,013 6,970 7,363 1.92% (1.47%)
% Direct Mailing on total Italy 40.54% 44.41% 44.48% 47.08%
% Teleselling on total Italy 30.21% 30.26% 30.30% 30.46%
% Digital / WEB on total Italy 29.24% 25.34% 25.22% 22.45%
Revenues from distance selling div - Foreign markets 37,812 40,864 40,864 49,912 (7.47%) (12.96%)
Direct Mailing 20,514 22,247 22,247 28,261 (7.79%) (14.80%)
Teleselling 4,769 5,526 5,526 6,816 (13.70%) (16.36%)
Digital / WEB 12,529 13,091 13,091 14,835 (4.30%) (8.10%)
% Direct Mailing on total International revenues 54.25% 54.44% 54.44% 56.62%
% Teleselling on total International revenues 12.61% 13.52% 13.52% 13.66%
% Digital / WEB on total International revenues 33.13% 32.04% 32.04% 29.72%
Total Revenues from sales - distance selling division 62,257 68,545 68,502 82,706 (9.17%) (13.24%)

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30 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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Group to (i) position itself on significant customers already at the end of the post-pandemic
period in the phase in which consumption opportunities have moved outside the domestic
environment and (ii) at the same time being in an extremely favorable situation to acquire new
customers at the same time.
The following table shows the breakdown of the sales revenues of the ho.re.ca channel by
country.
Revenues by country demonstrate that IWB is present in the main markets with a potential
capacity to increase sales favored by the product portfolio which allows for optimal positioning
and a significant ability to introduce new references.
In 2023, UK remains the first on-trade market for IWB with revenues growing by 1.8%. In this
country the Group operates in the segment with a wide range of wines focused in particular
on Prosecco and sparkling wines. The nation is in fact the second largest importer of wine in
the world in terms of volumes and the first in sparkling wines.
The presence in the United States is ensured by the direct presence on the market through
Enovation Brands Inc, acquired in 2022 which, in the strategy of the IWB Group, will constitute
a factor in accelerating sales in the US market for all the brands in the portfolio. A similar
commercial development is expected in the Canadian market. As regards the USA, the on-trade
channel plays a double strategic role for the Group: both sales and visibility for historic brands
(such as Voga Italia and Ca Montini) which are also marketed in the wholesale channel. In the
€thousand
31.12.2023
31.12.2022
pro-forma
31.12.2022
31.12.2021
pro-forma
∆ % 22 / 23 Cagr 21 /23
Revenues ho.re.ca division - Italy 2,858 2,390 530 280 19.60%
NA
219.52%
Revenues from ho.re.ca division - Foreign markets 51,920 54,471 41,172 25,658 (4.68%)
NA
42.25%
UK 27,895 27,402 26,773 16,520 1.80%
NA
29.95%
US 8,775 10,216 7,271 3,872 (14.11%)
NA
50.53%
Germany 3,778 3,290 1,412 966 14.83%
NA
97.78%
Canada 2,819 2,464 2,284 1,569 14.39%
NA
34.02%
China 1,097 1,341 116 51 (18.19%)
NA
366.03%
Netherlands 883 1,553 282 153 (43.15%)
NA
140.56%
Denmark 846 1,120 41 22 (24.51%)
NA
522.05%
Poland 755 700 564 576 7.84%
NA
14.48%
Ireland 319 219 212 140 45.15%
NA
50.74%
Switzerland 255 216 88 38 18.17%
NA
159.62%
France 191 316 50 100 (39.63%)
NA
38.13%
Belgium 136 116 64 55 17.50%
NA
57.55%
Sweden 134 576 50 38 (76.68%)
NA
88.87%
Austria 98 78 13 7 24.77%
NA
279.03%
Hungary 9 8 8 3 17.75%
NA
78.67%
Other countries 3,933 4,857 1,945 1,551 (19.03%)
NA
59.25%
Total Revenues from sales - ho.re.ca division 54,778 56,860 41,703 25,938 (3.66%) 45.32%

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first half of 2023, two premium brands of the group were launched in the USA: Poggio del
Concone and Ronco di Sassi and reserved, in the introduction phase, for the Ho.re.ca channel.
Interesting returns are expected from these launches, also thanks to the new partnership with
the largest distributor of wines & spirits in the nation. It should be noted that in 2023 revenues
are reduced by the exchange rate effect.
The growth in Germany was notable also thanks to the acquisition of Barbanera which, in
addition to volumes, brought a positive increase in Premium products with higher margins.

Margins’ Analysis
The cost components which, deducted from the Total Revenue item, contributed to the
Adjusted Gross Operating Margin of the Italian Wine Brands Group are represented in detail
below.


In 2023 the Group's margin exceeded 10% and returned to 2021 levels.
The table above indicate:
• a reduction in the incidence of raw material consumption on turnover due to (i) the
increase in list prices negotiated to counterbalance the 2022 inflationary effects on
production costs (ii) the reduction in the cost of dry materials renegotiated with the
main suppliers (iii) the different "mix" of sales who benefit from the greater incidence
of premium products with higher margins which offset the increase in turnover
through the wholesale channel, structurally characterized by a greater incidence of the
raw material on sales compared to distance selling channel;
Adjusted €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Revenues from sales and other revenues
433,537 436,209 396,228 411,887 (0.61%) 2.59%
Raw materials consumed (291,612) (295,066) (271,180) (276,003) (1.17%) 2.79%
% of total revenues (67.26%) (67.64%) (68.44%) (67.01%)
Costs for services (70,911) (78,190) (70,990) (72,362) (9.31%) (1.01%)
% of total revenues (16.36%) (17.92%) (17.92%) (17.57%)
Personnel (25,078) (24,256) (21,633) (20,492) 3.39% 10.63%
% of total revenues (5.78%) (5.56%) (5.46%) (4.98%)
Other operating costs (1,606) (1,520) (1,368) (1,200) 5.67% 15.68%
% of total revenues (0.37%) (0.35%) (0.35%) (0.29%)
Adjusted EBITDA
44,330 37,177 31,057 41,829 19.24% 2.95%
% of total revenues 10.23% 8.52% 7.84% 10.16%
31.12.2023
31.12.2022
∆ % 22/23
Cagr % 21/23

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32 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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• costs for services (net of non-recurring costs) , equal to Euro 70.9 million, significantly
reduced compared to 2022 due mainly to (i) lower energy costs (ii) optimization of
transport costs in addition to reductions deriving from lower B2C sales volumes (duties
and excise duties , mailing). The greater commercial investments in advertising and
commissions are therefore more than compensated.
Below is a breakdown of the costs for services (escluding the impact of non recurring
and adjustment) incurred by the Group during 2023 compared with the same items in
2022 and 2021.
Personnel costs (net of non-recurring costs) recorded an increase in absolute values from Euro
24.3 million in 2022 to Euro 25.1 million in 2023, attributable to the greater percentage of wine
production and bottling carried out internally which made it possible to significantly reduce
processing costs external and to increase the overall operating margin.
The revenue and cost dynamics described above made it possible to obtain an adjusted Gross
Operating Margin of Euro 44.3 million in 2023 (10.2% of sales revenue), a significant
improvement both in absolute and percentage terms compared to 2022. .
Adjusted €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Services from third parties 11,509 12,892 11,868 14,397
Duties and excise duties 6,476 7,886 7,887 8,272
Transport 17,769 19,873 18,518 19,448
Postage expenses 3,566 3,921 3,921 4,119
Fees and rents 1,836 1,308 1,138 1,180
Consulting 3,044 2,898 2,175 3,552
Advertising costs 1,826 1,562 1,183 1,299
Utilities 3,201 5,866 5,582 2,597
Remuneration of Directors, Statutory Auditors and Supervisory Body
3,630 1,606 1,514 3,328
Maintenance 2,003 2,074 1,775 2,018
Costs for outsourcing 7,169 7,721 7,721 8,984
Commissions 3,176 2,863 1,599 1,677
Other costs for services 8,457 8,143 6,532 3,693
Non-recurring expenses (2,751) (424) (424) (2,200)
Total 70,911 78,190 70,990 72,362
31.12.2023
31.12.2022

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Below is the detail of the cost items which from the adjusted EBITDA lead to the pre-tax income
of the Italian Wine Brands Group.

From the table above, it emerges that in 2023, the income statement of the Italian Wine Brands
Group was characterized by a significant improvement in the operating result despite:
(i) the increase in non-recurring charges mainly determined by the incentive plan;
(ii) the increase in the item Write-downs which includes non-collectible B2C receivables mainly
referring to the two-year period 2020-2021 in which Giordano's turnover reached levels higher
than the historical average.
Financial charges increase as a result of interest rates increase. Compared to net financial debt,
the increase is however limited thanks to:
(i) the fixed interest rate of 2.5% relating to the bond loan;
(ii) the conditions negotiated on the revolving/self-liquidating lines stipulated during the last
two years.



Adjusted €thousand
31.12.2022 31.12.2021
pro-forma pro-forma
Adjusted EBITDA 44,330 37,177 31,057 41,829 19.24% 2.95%
Write down (1,601) (833) (803) (1,212) 92.26% 14.93%
% of total revenues (0.37%) (0.19%) (0.20%) (0.29%)
Depreciation and amortization (11,965) (11,450) (9,666) (9,264) 4.50% 13.65%
% of total revenues (2.76%) (2.62%) (2.44%) (2.25%)
Non recurring items (3,368) (1,306) (1,322) (3,021) 157.85% 5.58%
% of total revenues (0.78%) (0.30%) (0.33%) (0.73%)
Release (provision) for risks and charges (24) (59) (54) - (58.22%) NA
% of total revenues (0.01%) (0.01%) (0.01%) -
Operating profit (loss)
27,372 23,530 19,213 28,332 16.33% (1.71%)
% of total revenues 6.31% 5.39% 4.85% 6.88%
Financial income (expences) (7,798) (5,645) (5,518) (4,308) 38.14%
% of total revenues (1.80%) (1.29%) (1.39%) (1.05%)
Result before taxes
19,574 17,885 13,695 24,024 9.44%
% of total revenues 4.51% 4.10% 3.46% 5.83%
31.12.2023
31.12.2022
∆ % 22/23
Cagr % 21/23

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Investments in Fixed Capital, Net Working Capital and Financial Situation.
In 2023 investments in fixed capital increased, amounted to a total of Euro 7.8 million, divided
between tangible assets (Euro 4.3 million, mainly investments for Enoitalia's photovoltaic
systems) and intangible assets (Euro 3.4 million, mainly acquisitions of addresses and
customers for Euro 2.5 million, software developments and website development for Euro 0.5
million).
Net Working Capital shows a very significant improvement of 12.1 million euros due to:
(i) the significant reduction in inventory which represents a first positive effect of the corporate
reorganisation;
(ii) partially offset by the decrease in trade payables resulting from the conditions applied to
the purchases of commercial products.
The dynamics described above of i) limited volumes of investments in fixed capital, ii) decrease
of inventory, iii) consistent cash flows produced by operational management, have allowed
the improvement of net bank debt which, together with the reduction of debts calculated in
accordance with IFRS16 it allows to reach a NFP/Adjusted EBITDA ratio of 2.6.

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2 Significant events
2.1 Significant events occurred during the year
In January 2023, as part of the activities aimed at closing the consolidated financial statements
as of 31 December 2022, a fraud emerged which affected the accounts of the company
Enovation Brands Inc starting from years prior to the acquisition by the IWB Group:
(i) the amount prior to the closing is regulated pursuant to the declarations and guarantees of
the SPA and has been consequently deducted from the acquisition price;
(ii) the amount following the closing, net of the tax benefit and the third party share, is equal
to Euro 457 thousand and was accounted for in the financial statements closed on 31
December 2022.
On 27 April 2023 the Shareholders' Meeting in second call resolved:
• the 2023–2025 Incentive Plan which aims to (i) aligning the interests of executive directors
and managers with strategic responsibilities with those of shareholders, allowing the pursuit
of important economic-financial targets (ii) retain the beneficiaries within the group; and (iii)
develop a sense of belonging for key resources through the attribution of financial instruments
representing the value of the Company.
• the authorization to purchase and dispose of treasury shares for the purpose of providing
the Company with a stock of treasury shares to be allocated to service the Incentive Plan, as
consideration in extraordinary operations - including the exchange of shareholdings with
other parties, in the scope of operations in the interest of the Company, such as potential,
further sector aggregations, under continuous analysis, and evaluation by the Board of
Directors - as well as any future incentive and loyalty plans adopted by the Company and/or
other purposes permitted pursuant to by law in the interests of the Company itself.
• to allocate the 2022 profit for the year of Euro 9.444 thousand as per the proposal of the Board
of Directors and in particular to distribute an ordinary monetary dividend of Euro 0.1 per share,
gross of the withholding tax set aside by law, for each share existing and entitled to the
dividend, with therefore exclusion from the calculation of n. 10,681 treasury shares owned by
the company, for a total dividend of Euro 946 thousand. The ex-dividend date was May 2, 2023,
record date May 3, and payment starting from May 4, 2023.
• the appointment of the Board of Statutory Auditors, which will remain in office until the
approval of the 2025 financial statement.

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On 28 April 2023, it was completed the merger deed between Giordano Vini S.p.A. and
Pro.di.ve S.r.l (Svinando platform). The objective of this operation is the ever-increasing
integration of digital sales platforms aimed at (i) offering customers an increasingly innovative
mix of own-brand products/third-party products with very high recognisability (ii) increasing
effective market penetration aimed at acquiring new customers. The corporate simplification
thus obtained is also functional to optimizing costs.
On 01 August 2023 the agreements were finalized respectively between:
(i) IWB S.p.A and Norina S.r.l;
(ii) IWB S.p.A and the “brothers” Giovanni Pecora and Alberto Pecora.
aimed on the one hand (i) at formalizing the recognition, in favor of IWB S.p.A, of the amounts
deriving from the fraud perpetrated to the detriment of Enovation Brands Inc (which occurred
on dates prior to the closing) both in terms of amount and in terms of dates and methods of
disbursement in line with the amounts included in the financial statements as at 31 December
2022 (ii) and to redefine the time terms for the recognition of the conditions for the fulfillment
of the deferred price relating to the acquisition of Enovation Brands Inc. (from the average
Ebitda of the two-year period 2022/ 2023 to the average Ebitda of the two-year period
2024/2025). At the same time and consistently, the deadline for payment of the third tranche
of the Enovation stake acquired by Norina S.r.l. was extended from 10 May 2024 to 10 May
2026.
The signing of the contracts was preceded by the favorable opinion of the independent
director as the amendment constitutes an agreement with related parties.
On 14 September 2023, the Boards of directors of the Group's Italian subsidiaries approved
the corporate reorganization projects aimed at rationalizing and increasing the efficiency of
the operating companies. The objective was to concentrate Italian activity on two operating
companies (from 6 to the beginning of 2024):
a) one whose mission is sales to business customers (both wholesale channel and ho.re.ca
channel) and production for all Group companies, further improving sales synergies and
optimizing product and process costs;
b) one focused on direct sales to end customers.
The proposed merger operation therefore aims to rationalize the organization of the activities
of the companies involved, improving efficiency and simplifying management, dedicating the
two companies to a specific businesses each.

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Finally, the Merger will make it possible to achieve significant savings in the governance and
administrative management costs of the entities involved and will make it possible to seek
balanced operational dimensions that allow the competitive challenge and development of
the company to be met.
The demerger and merger deeds were finalized on 5 December and effective from 31
December 2023 and 1 January 2024 respectively.
2.2 Significant events that occurred after the end of the financial year
There are no significant events following the end of the financial year other than the
effectiveness of the merger between Provinco Italia S.p.A., Enoitalia S.p.A, Barbanera S.r.l. and
Fossalto S.r.l. which took place on 1 January 2024.
3. Outlook
The IWB Group is proud and very satisfied about 2023 results: (i) stable turnover despite the
market (ii) Ebitda margin above 10% (iii) significant cash generation.
The Group is aware of the uncertainty of the general macroeconomic situation worsened by the
conflicts in Ukraine and in the Middle East; nevertheless it continues to be confident in the
potential growth of its business in the medium / long term thanks to the strong competitive
positioning, to the solid financial structure, to the management's constant commitment to
controlling costs and improving the efficiency of the production organization.
In this sector the absolute greatest cost is the one of the bulk wine. In 2023, production stood
at 50.4 million quintals of wine grapes compared to 67.2 in 2022, 25.1% less looking at the
national average, but with several Regions seeing harvest losses of well over 30%, reaching in
some cases losses of 2/3 on last year's production (Source: Official Report about the 2023
harvest campaign - Ministry of Agricultural Policies).
In normal condition the harvest outcome will lead to potential bulk wine cost increase but the
stock level at the Italian wineries, as a result of the abundant previous harvest and the drop in
sales in terms of volume, is able to counterbalance it.
In this context, the IWB Group positively face 2024 with:

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(i) the main contracts renegotiated with the main customers;
(ii) commercial initiatives in new countries aimed at expanding the customer
portfolio;
(iii) presence in all commercial channels, therefore with the possibility of following
customer movements from one channel to another, without losing turnover;
(iv) a solid and consolidated production structure;
(v) corporate integration, effective from 1 January 2024 which will allow further
industrial and financial synergies to be obtained;
(vi) a good level of raw material stock, which allows the year's purchases to be better
negotiated;
(vii) significantly reduced debt characterized by a fixed interest rate of 2.5%.
and consequently in the best position to obtain further improved results compared to 2023.
Our job is to bring consistent results, to manage the company efficiently, to be state of the art,
to understand where consumers demand is going and consequently offer them products in
line with their desires.
This is the way we managed and we will improve our results.
The market context could also favor a further growth through M&A consistently with the
strategy of the Group of growth on international markets, strengthening of brands and
premium products.

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4. Ethic Code and organizational model
On 23 March 2023, the Board of Directors updated the model, introduced in July 2021, to adapt
it to the introduction of new crimes and on 14 September 2023, upon completion of the model,
the Whistleblowing procedure was approved.
5. Agreements with Related parties
The operations carried out fall within normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
In summary we note:
(i) a commercial leasing contract stipulated on 1 February 2012 between Provinco Italia S.p.A.
and Provinco S.r.l. pursuant to which Provinco S.r.l. has leased to Provinco Italia S.p.A. the
property located in Rovereto (TN) – Via per Marco, 12/b; the lease has a duration of six years
(until 31 January 2018) with tacit renewal for the same period unless canceled 12 months
before the expiry; the agreed fee is equal to Euro 60 thousand per year indexed to the ISTAT
index plus VAT. For 2023 the fee was Euro 69,067.14.
(ii) a service contract with Electa SpA regarding support for investor relations activities for an
amount of Euro 40 thousand on an annual basis.
The relationships described above are regulated at market conditions.
It should also be noted that on 1 August 2023, as detailed in the paragraph Significant events
that occurred during the year, following the favorable opinion of the independent director, the
amendments to the ownership contract were signed with Norina S.r.l and the brothers
Giovanni Pecora and Alberto Pecora aimed at formalizing (i) the recognition in favor of IWB of
the economic and financial effects prior to the closing for the fraud suffered by Enovation itself
(ii) the postponement to 2024-2025 of the performance objectives to which is linked the
determination of the deferred price for the acquisition of 55% of Enovation Brands Inc.
Please note that the Parent Company IWB has adopted and follows the related Related Party
Procedure in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.
6. Information relating to food safety, environment and sustainability, health and safety
ethics
Italian Wine Brands has always accompanied its significant growth on the markets with a
concrete commitment to continuous improvement, gradually pursuing important

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certification objectives in line with the requests of the international customers served and in
coherence with the internal growth of the organization.
Adherence, therefore, to the certification standards has always been progressive and
concretely supported by the internal growth of the organization with the aim of remaining in
line with customer expectations international served.
GFSI CERTIFICATIONS (FOOD SAFETY)
The Group's operational sites (Diano d'Alba, Calmasino, Montebello and Cetona) operate and
are certified according to the Global Food Safety Initiative (GFSI) in a manner aligned with the
requirements defined by the food safety standards:
• BRCGS food;
• IFS food (International Featured Standard).
The companies join it for each site in the "unannounced" audit mode, as requested by the
international large-scale retail trade served, confident in the commitment of the entire
organization to compliance with the defined rules.
The systems adopted guarantee independent audits on food safety systems to validate and
certify the high standards of food safety applied also with the involvement of the supply chain
and to satisfy customer requirements. Furthermore, these certifications constitute a
prerequisite for access to the global market in line with the Group's mission.
The objective of GFSI certifications is therefore to ensure the quality and safety of food
products offered to consumers by large-scale retail suppliers and retailers: these are therefore
operational tools used for due diligence and to select suppliers in the agri-food chain.
This approach makes it possible to reduce the overall costs of supply chain management and
at the same time increase and guarantee the level of safety for the entire supply chain up to
the final consumers.
Furthermore, GFSI certifications represent a great opportunity to demonstrate the continuous
commitment of the Group companies towards safety, quality and compliance with the rules
that regulate the agri-food sector, guaranteeing the selection and qualification of suppliers and
providing a reference framework to manage the safety, integrity, legality and quality of
products. The requirements of the standard relate to the quality management system, HACCP

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system and relevant prerequisite programs, including GMP (Good Manufacturing Practice),
GLP (Good Laboratory Practice) and GHP (Good Hygiene Practice) requirements.
The certification includes the assessment of the suitability of the production departments
including warehousing sites, of the operating systems and of the procedures and control
plans applied by the companies.
This standard offers companies the opportunity to:
• communicate your commitment to safety and, in the event of an accident, limit the possible
legal consequences, demonstrating that you have taken all reasonable measures to avoid it;
• build and make operational a management system to check that the quality, safety and
legal compliance constraints that regulate the food sector are respected, with specific
reference to the laws in force in the countries of destination of the finished products;
• have a tool to improve the management of food safety, through the control and monitoring
of significant factors;
• reduce the incidence of any deviations, rework and possible product recalls.
Certification to the BRCGS global standard for food safety also promotes efficient supply chain
management, reducing the need for external auditing and increasing the overall reliability of
the supply chain.
The Provinco Italia company, IWB sales company, is IFS Broker certified.
The IFS Broker aims to guarantee the safety and quality of the products marketed. The
standard promotes correct communication between customers and suppliers with the aim
that product requirements and specifications are respected and guaranteed.
The standard monitors the parties involved to ensure that appropriate measures are in place
so that suppliers operate in accordance with established quality and safety requirements. The
certification also guarantees the monitoring of supplier compliance so that they supply
products in compliance with regulations and specifications and offers benefits in terms of
excellence in quality and customer satisfaction to obtain a competitive advantage in the
markets.
UNI EN ISO 14001:2015 ENVIRONMENTAL CERTIFICATION


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The Calmasino, Montebello and Cetona sites are certified according to the ISO 14001:2015
environmental standard.
Being certified according to ISO 14001 is not mandatory, but is the result of the voluntary
choice of the company/organization that decides to establish/implement/maintain
active/improve its own environmental management system.
This ISO 14001 certification demonstrates that the certified organization has an adequate
management system to keep the environmental impacts of its activities under control, and
systematically seeks improvement in a coherent, effective and above all sustainable way. ISO
14001 is therefore not a product certification (like eco-labels), but a process certification.
Certified companies have committed to:
• carry out an environmental analysis, with in-depth knowledge of the relevant
environmental aspects (emissions, use of resources, etc.), of the legislative framework
and of the requirements applicable to the company and evaluating the significance of
the impacts;
• define a company policy;
• define specific environmental responsibilities;
• define, apply and maintain active the activities, procedures and records required by
the 1400 requirements.
• The certified environmental management system allows IWB companies:
• the control and maintenance of legislative compliance and monitoring of
environmental performance;
• the reduction of waste of resources (water consumption, energy resources, etc.);
• facilitations in financing procedures and bureaucratic/administrative simplifications;
• to have a support tool in investment or technological change decisions;
• to have a tool for creating and maintaining corporate value, safeguarding corporate
assets and transparency in acquisition/merger operations (risk management);
• to guarantee a systematic and pre-arranged approach to environmental emergencies;
• Define operational methods for the prevention of environmental crimes;
• Improve the relationship and communication with the authorities;
• Improve corporate image and reputation (brand integrity).

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SUSTAINABILITY CERTIFICATION LONG LIVE sustainability in viticulture
Today, with the commitment of the entire organization, from the workers to the top
management, the operational sites of Calmasino and Montebello are managed in
compliance with the VIVA certification standard for sustainability in viticulture.
VIVA is the program of the Ministry of the Environment and Energy Security which has
promoted the sustainability of the Italian wine sector since 2011. The Program is aimed
at creating a production model that respects the environment and enhances the
territory, to protect the quality of Italian wines and offer opportunities on the
international market. VIVA represents the public standard for measuring and
improving the sustainability performance of viticulture in Italy.
The VIVA Program is designed for companies because it allows them to evaluate the
optimal use of resources and measure improvements over time. It is designed for
consumers, because it provides a transparent and traceable system to verify the
commitment of producers in both the environmental and socio-economic fields. VIVA,
in fact, is also an innovative organizational label, which makes sustainability data
accessible, expressed in 3 indicators: Air, Water and Territory, validated by a
verification body and guaranteed by the Ministry of the Environment and Energy
Security. The application of the indicators, developed on the basis of the main
international standards and norms and the use of the "Improvement Plans" envisaged
by the Programme, allow producers to develop effective strategies for reducing the
impacts generated.
Enoitalia is at the second renewal (valid for two years) of the VIVA sustainability
certification to which it has joined as an Organization since 2018, which aims to
improve and communicate to consumers and all stakeholders in the wine sector the
commitment with a view to a transition towards production models and increasingly
sustainable consumption.
Advantages:
• Reduction of environmental impacts.
The detailed analysis of wine production, whether corporate or a specific product,
increases companies' awareness of the impact it has on climate change, on water
resources, on agricultural land and on the territory in a broader sense, while providing
the tools to reduce it over time.
• Competitiveness and marketing.

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the environmental values associated with a product are an important driver of
competitiveness in the national and international market.
• Economic saving.
The measures for the reduction of greenhouse gases and water consumption,
involving energy efficiency and technological renewal interventions, are able to reduce
not only the impact of the winery on the environment, but also the production costs
and waste of resources.
• Credibility and reliability.
The work carried out, certified by an independent third party, obtains recognition from
distribution and consumers at a national and international level, allowing, in addition
to access to incentives and tenders, to compete on foreign markets that are very
attentive to environmental issues.
HEALTH AND SAFETY IN THE WORKPLACE - UNI ISO 45001:2018 CERTIFICATION
The operational sites of the Italian Wine Brands Giordano spa Group adopt and
implement an Occupational Health and Safety Management System compliant with
the UNI-ISO 45001:2018 standard.
The human capital of the IWB Group organizations constitutes the main resource: the
health and well-being of employees are some of the main keys to the success of the
Group's companies.
The organization is committed to providing its employees with a safe and healthy
working environment, proactively anticipating possible improvements in operational
procedures and working environments.
ISO 45001 in IWB aims to create a Management System regarding Health and Safety
at work, based on the awareness of the organization, on the improvement of health
and safety conditions and working conditions at a global level and on the
minimization of professional risks. The system aims to continuously monitor, capable
of identifying, analyzing and evaluating risks affecting personnel, in order to adopt
appropriate measures that improve the working environment and operating
conditions.
It is therefore a strategic and operational decision that confirms the commitment to:

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• promote employee motivation and involvement by strengthening collaboration,
participation and awareness;
• reduce injuries and prevent health problems due to working practices through
careful monitoring and involvement of workers;
• support adequate development and dissemination of the Health and Safety at Work
policy, with clear and evident leadership from management and a commitment to
comply with current legislation;
• define objectives regarding safety and health at work which are monitored in their
application by a multidisciplinary team;
• monitor performance and results regarding safety and health at work.
• improve and protect the organisation's reputation;
With this certification, the accredited external body SGS ITALIA S.p.A. has recognized
the Group's operating companies for having implemented a management system in
line with the highest safety standards and for having also pursued their objectives on
a continuous basis, making improvements measurable to safety conditions in the
workplace.
As part of its management system, the Group has established its commitment
through the "Quality Policy" as a tool with which the entire company's mission is to
offer an ever-increasing number of customers in the world wines and food and wine
products of the best Italian tradition, the convenience of the Group's exclusive
service, considering the protection of workers' health and safety as an integral part
of its activity.
ISO 9001 QUALITY
Enoitalia within the group is ISO 9001:2015 certified. The standard is intended as the reference
for planning, implementing, monitoring and improving both operational and support
processes. The quality management system is implemented and implemented as a means to
achieve the objectives. The customer and his satisfaction are at the center of the company
logic; every activity, application and monitoring of activities/processes is in fact aimed at

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determining maximum customer satisfaction. The application phases of the standard start
from the definition of the procedures and records for each individual process or macro-process
identified within the company organization in line with a careful analysis of the company
opportunities and the company mission and vision expressed through the company quality
policy.

ETHICAL: Sedex – SMETA

SEDEX (Supplier Ethical Data Exchange) is a non-profit organization based in London
committed to increasing the diffusion of ethical principles along global supply chains and is the
largest platform in Europe that collects and processes data on the ethical behavior of chains
of supply. Sedex is a web system designed to help organizations manage data on working
practices in the supply chain. The global collaborative platform SEDEX provides an effective
solution for sharing ethical data between trading partners, supporting effective supply chain
management and the improvement of procedures to be followed within it.
The Calmasino, Montebello and Cetona sites are registered within the portal which, through a
periodically updated self-assessment questionnaire, evaluates compliance with the defined
ethical requirements and transparently makes the company profile available to the supply
chain and to customers and commercial partners.
Enoitalia spa is also subjected every two years to ethical audits according to the Sedex Smeta
2 pillar scheme and to audits with the aim of ascertaining supply chain security.
Sedex SMETA (Sedex Member Ethical Trade Audit) is a common audit and reporting
methodology developed by Sedex members in order to satisfy the multiple needs of
customers.
In addition to the principles contained in the ETI (Etical Trade Initiative) basic code, integrating
them with the applicable national and local laws, the SMETA service also verifies the
performance regarding the right to work of immigrant workers, the management systems, the
implementation, the subcontracting, working from home and environmental problems.
The SMETA 2 pillars audit verifies working conditions, health and safety, right to work -
Management Systems - Subcontracting and Homeworking - Environmental Assessment
(shortened version).



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HEADCOUNT
Below is the year end and average number of personnel by category as of 31 December 2023,
31 December 2022 and 31 December 2021.
7. Own Shares
As of 12/31/2023 the Parent Company holds n. 65,259 ordinary shares, representing 0.69% of
the ordinary share capital. During 2023:
- 54,578 treasury shares were acquired;
- no assignments have been made.
At Average no At Average no At Average no
31.12.2023 31.12.2023 31.12.2022 31.12.2022 31.12.2021 31.12.2021
Executives 7 8 8 8 6 6
Middle managers 20 21 23 23 21 21
Employee 211 210 202 205 174 161
Workers 138 141 140 144 127 128
Total
376 380 373 379 328 317

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8. RISKS
The Group is mainly exposed to financial risks, credit risk and liquidity risk.
Risks deriving from changes in exchange rates
The Group is subject to market risk deriving from exchange rate fluctuations, as it operates in
an international context, with transactions conducted in different currencies. Exposure to risk
derives both from the geographical distribution of the commercial activity and from the
different countries in which the purchases take place. To mitigate this risk, particularly as a
consequence of the exposure arising from the acquisition of Enoitalia, the Group has defined
suitable forward contracts in USD.
Risks deriving from changes in rates
Even if financial debt is mainly regulated by a fixed interest rate, the Group is still exposed to
the risk of its fluctuation. The evolution of interest rates is constantly monitored by the
Company and the opportunity to proceed with adequate coverage of interest rate risk may be
assessed in relation to their evolution. Currently the Group does not hedge, considering that
most of its financial debt benefit from fixed interest rate. The only exception is an IRS-OTC on
a minor loan.
Derivative financial instruments in relation to which it is not possible to identify an active
market are recorded at fair value and are included in the items of financial assets and liabilities
and other assets and liabilities. The relative fair value was determined through valuation
techniques based on market data, in particular using specific pricing models recognized by the
market.
Credit Risk
Credit risk represents the exposure of Group companies to potential losses resulting from
failure to fulfill obligations undertaken by counterparties.
The receivables essentially consist of receivables from end consumers for which the risk of
non-collection is moderate and in any case of a low individual amount. The Company is
organized with preventive control tools for the solvency of each individual customer, as well
as credit monitoring and remindingtools through analysis of collection flows, payment delays
and other statistical parameters.
Credits towards large-scale retail trade and the ho.re.ca channel are secured; for shipments to
countries with a high risk index, advance payment is required.




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Liquidity Risk
The Group finances its activities both through the cash flows generated by operational
management and through the use of external financing sources and is therefore exposed to
liquidity risk, represented by the fact that financial resources may not be sufficient to meet
financial obligations and commercial within the pre-established terms and deadlines. The cash
flows, financing needs and liquidity of the Group are controlled by considering the maturity of
the financial assets (trade receivables and other financial assets) and the financial flows
expected from the related operations. The Group has both secured and unsecured lines of
credit, consisting of short-term revocable lines in the forms of hot financing, current account
overdrafts and signature credit.
Risk of default and “covenant” on debt
The risk in question concerns the presence in financing contracts of provisions that legitimize
the counterparties to ask the debtor, upon the occurrence of certain events, for the immediate
repayment of the sums lent.
Operational and management risks
IWB (i) is not an energy-intensive group (ii) is an "asset light group" i.e. it does not own land
therefore its production and revenues are not strictly linked to the harvesting of a "specific"
territory.
The strategic value of the Group is the ability of its oenologists to create high quality blends
starting from bulk wines purchased in Italy and to offer them to the market with an excellent
quality/price ratio and in packages of high commercial and marketing value.
In an extreme long-term scenario that is currently not conceivable, if global warming, fires or
a period of drought would affect production or harvest in Italy, IWB could consider the
production and sale of bulk wine purchased outside Italy by "expanding" its company name
and its scope of application and in the event of any different conditions applied by suppliers
IWB could in any case review its agreements with customers as done in 2022 when the lack of
dry material and inflation affected production costs. The potential negative effects from
climate change would therefore be temporary. The "harvest" risk is monitored through
constant relationships with suppliers and wine associations.
The investment in the photovoltaic system (x) is part of the sustainability path that IWB has
undertaken on a voluntary basis by obtaining the Viva certification for the subsidiary IWB Italia
(y) and contributes to reducing energy costs.
For the above reasons, the risk relating to climate change is not included in the impairment
assessments.

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9. Directors’ Responsibility Statement
The Directors are responsible for preparing the Financial Statements in accordance with
applicable laws and regulations; the Directors are required to prepare financial statements for
each financial year, which give a true and fair view of the assets, liabilities and financial position
of the Company and the Group, and of the profit or loss of the Group for that period. The
Directors have elected to prepare Group financial statements and Separate financial
statements in accordance with International Financial Reporting Standards (‘IFRSs’). In
preparing the financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state that the financial statements comply with IFRSs as adopted by the European Union; and
– prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for ensuring that the Company keeps adequate accounting
records which correctly explain and record the transactions of the Company, enabling at any
time the assets, liabilities, financial position and profit or loss of the Company to be determined
with reasonable accuracy and ensuring that the financial statements are prepared in
accordance with IFRSs as adopted by the European Union. The Directors are also responsible
for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The Directors are responsible for
the maintenance and integrity of the corporate and financial information included on the
Group’s website www.italianwinebrands.it.
Legislation governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions. In accordance with the Central Bank (Investment Market
Conduct) Rules, the Directors are required to include a management report containing a fair
review of the business and a description of the principal risks and uncertainties the Group is
facing. The Directors are also required by applicable law and the Listing Rules issued by
Euronext Dublin to prepare a Directors’ Report relating to Directors’ Corporate Governance.

Each of the Directors, whose names and functions are listed on page 4, confirms that, to the
best of their knowledge and belief:
– the Consolidated Financial Statements for the year ended 31 December 2023 have been
prepared in accordance with IFRSs as adopted by the European Union. They give a true and
fair view of the assets, liabilities, and financial position of the Group and the undertakings
included in the consolidation, taken as a whole, as at that date and its profit for the year then
ended;
– the Company financial statements, prepared in accordance with IFRSs as adopted by the
European Union give a true and fair view of the assets, liabilities and financial position of the
Company as at 31 December 2023;
– The pages 15-34 of Directors’ Report include a fair review of the development and
performance of the business for the year ended 31 December 2023 and the financial position
of the Company and the Group at year end;

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– the Risk Management Report provides a description of the principal risks and uncertainties
which may impact the future performance of the Company and the Group at year end; and
– the Consolidated Financial Statements, taken as a whole, provides the information necessary
for shareholders to assess the Company’s and Group’s position and performance, business
model and strategy and is fair, balanced and understandable.


Alessandro Mutinelli
Chief Executive Officer & Chairman



























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STATEMENT OF FINANCIAL POSITION
Note
31.12.2023
Restated
31.12.2022
31.12.2022
Amounts in EUR
Non-current assets
Intangible assets
5 38,774,598 39,020,818 39,020,818
Goodwill
6 215,968,880 215,968,880 214,743,000
Land, property, plant and equipment
7 51,823,036 52,130,951 52,130,951
Right-of-use assets
7 B 15,464,554
17,709,172 17,709,172
Equity investments
8 5,109 5,109 5,109
Other non-current assets
9 235,310 429,732 429,732
Non-current financial assets
- - -
Deferred tax assets
10 2,693,710 1,951,640 1,564,520
Total non-current assets
324,965,198 327,216,302 325,603,302
Current assets
Inventory
11 78,552,355 101,201,958 102,814,958
Trade receivables
12 52,129,713 61,599,269 61,599,269
Other current assets
13 8,310,750 6,082,797 6,082,797
Current tax assets
14 1,674,105 3,493,237 3,493,237
Current financial assets
524,162 674,237 674,237
Cash and cash equivalents
15 70,900,191 61,049,148 61,049,148
Total current assets
212,091,275 234,100,647 235,713,647
Total assets 537,056,473 561,316,949 561,316,949
Shareholders’ equity
Share capital 1,124,468 1,124,468 1,124,468
Reserves 145,344,279 142,277,658 142,277,658
Reserve for defined benefit plans (63,762) (22,659) (22,659)
Reserve for stock grants 789,694 65,947 65,947
Profit (loss) carried forward 46,203,906 38,992,842 38,992,842
Net profit (loss) for the period 16,300,463 11,242,499 11,242,499
Total Shareholders’ Equity of parent company shareholders 209,699,049 193,680,755 193,680,755
Shareholders’ equity of NCIs
(208,671) (366,135) (366,135)
Total Shareholders’ Equity 16 209,490,377 193,314,619 193,314,619
Non-current liabilities
Financial payables
17 143,336,515 152,393,087 152,393,087
Lease liabilities
17 12,107,779 13,959,419 13,959,419
Provision for other employee benefits
18 1,654,245 1,443,925 1,443,925
Provisions for future risks and charges
19 300,637 288,172 288,172
Deferred tax liabilities
10 9,490,667 9,434,874 9,434,874
Other non-current liabilities
21
- - -
Total non-current liabilities 166,889,843 177,519,477 177,519,477
Current liabilities
Financial payables
17 28,805,836 38,827,981 38,827,981
Lease liabilities
17 3,106,456 3,089,661 3,089,661
Trade payables
20 113,789,742 136,717,241 136,717,241
Other current liabilities
21 10,758,709 8,938,396 8,938,396
Current tax liabilities
22
4,215,509 2,909,575 2,909,575
Provisions for future risks and charges
19
- - -
Total current liabilities 160,676,252 190,482,853 190,482,853
Total shareholders’ equity and liabilities 537,056,473 561,316,949 561,316,949

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Restated 31/12/2022: The amount relating to the goodwill of Barbanera s.r.l. and Fossalto s.r.l. as of 31/12/2022 increased by
Euro 1,226 thousand compared to what was recorded in the financial statements as of 31 December 2022 as a result of a detailed
evaluation of the raw materials which revealed that some types of wine, acquired by the company in the period 2018-2021 were
no more aligned with the fair value at the acquisition date. The different evaluation is essentially due to the natural evolution of
the product which may be attributable to the impossibility of storing it in a suitable manner due to the absence of tanks with a
capacity compatible with the existing inventories. These different factors compared to those expected constitute new information
learned on facts and circumstances existing at the acquisition date which, if known, would have influenced the measurement of
the amounts recognized on that date. The counterbalance is accounted for in the inventory which decreased by Euro 1,613
thousand and in deferred taxes which decreased by Euro 387 thousand.


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COMPREHENSIVE INCOME STATEMENT
Note
31.12.2023 31.12.2022
Amounts in EUR
Revenue from sales 23 429,127,486 390,654,334
Change in inventories 11 (19,764,596) 610,153
Other income 23
4,409,594 5,573,930
Total revenue 413,772,484 396,838,417
Purchase costs 24
(271,847,220)(271,789,668)
Costs for services 25 (73,661,770) (71,413,602)
Personnel costs 26 (25,653,665) (21,783,374)
Other operating costs 27
(1,647,420) (2,116,351)
Operating costs (372,810,074)(367,102,995)
EBITDA 40,962,410 29,735,423
Depreciation and amortization 5-7
(11,964,772) (9,666,058)
Provision for risks 19
(24,441) (53,660)
Write-ups / (Write-downs) 28
(1,601,476) (802,986)
Operating profit/(loss) 27,371,721 19,212,718
Finance revenue 1,489,920 1,522,120
Borrowing costs
(9,287,567) (7,039,704)
Net financial income/(expenses) 29
(7,797,647) (5,517,584)
EBT
19,574,074 13,695,134
Taxes 30 (3,116,150) (2,661,939)
(Loss) Profit from discontinued operations
- -
Profit (loss) (A) 16,457,924 11,033,196
Attributable to:
(Profit)/Loss of NCIs (157,461) 209,303
Group profit (loss)
16,300,463 11,242,499
Other Profit/(Loss) of comprehensive income statement:
Other items of the comprehensive income statement for the
period to be subsequently released to profit
or loss
251,734 17,915
Other items of the comprehensive income statement for the
period not to be subsequently released to profit
or loss
Actuarial gains/(losses) on defined benefit plans
18 (41,103) 54,974
Tax effect of Other profit/(loss) - -
Total other profit/(loss), net of tax effect (B) 210,632 72,889
Total comprehensive profit/(loss) (A) + (B) 16,668,555 11,106,085


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Statement of changes in Shareholders’ Equity
Amounts in Eur
Share Capital Capital Reserves Translation reserve
Reserve for stock
grants
Reserve for defined
benefit plans
Retained earnings
Shareholders’
equity of NCIs
Total
Balance at 1 January 20221,046,266 112,232,204 196,117 518,220 (77,633) 46,039,212 - 159,954,386
Capital increase 78,203 26,238,037 26,316,240
Purchase of own shares (1,446,020) (1,446,020)
Sale of own shares - -
Dividends - (879,216) (879,216)
Stock grants 1,278,338 (452,274) (826,065) -
Legal reserve 72,515 (72,515) -
Reclassification and other changes 3,688,551 (5,268,575) (156,832) (1,736,856)
Total comprehensive profit/ (loss) 17,915 54,974 11,242,499 (209,303) 11,106,085
Balance at 31 December 2022 1,124,468 142,063,627 214,032 65,947 (22,659) 50,235,341 (366,135) 193,314,619
Capital increase -
Purchase of own shares (984,657) (984,657)
Sale of own shares -
Dividends (944,930) (944,930)
Stock grants 789,694 789,694
Legal reserve -
Reclassification and other changes 3,799,543 (65,947) (3,086,505) 3 647,095
Total comprehensive profit/ (loss) 251,734 (41,103) 16,300,463 157,461 16,668,555
Balance at 31 December 2023 1,124,468 144,878,513 465,766 789,694 (63,762) 62,504,369 (208,671) 209,490,377


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STATEMENT OF CASH FLOWS
Amounts in Eur
Notes 31.12.2023 31.12.2022
Profit (loss) before taxes 19,574,074 13,695,134
Adjustments for:
- non-monetary items - stock grant - -
- allocations to the provision for bad debts net of utilizations 1,601,476 802,986
- non-monetary items - provisions / (releases) 24,441 53,660
- non-monetary items - amortisation/depreciation 11,964,772 9,666,058
Adjusted profit (loss) for the period before taxes 33,164,763 24,217,839
Cash flow generated by operations
Income tax paid (1,993,366) (1,888,999)
Other financial (income)/expenses without cash flow (financial amortisation) 3,479,355 3,473,329
Total 1,485,989 1,584,330
Changes in working capital
Change in receivables from customers 7,868,080 17,823,645
Change in trade payables (22,927,499) (17,206,508)
Change in inventories 22,661,239 (3,009,645)
Change in other receivables and other payables 1,789,065 2,115,358
Other changes (11,635) (299,235)
Change in post-employment benefits and other provisions 157,242 (242,417)
Change in other provisions and deferred taxes (686,277) (543,689)
Total 8,850,215 (1,362,491)
Cash flow from operations (1) 43,500,966 24,439,678
Capital expenditure:
- Tangible (4,264,347) (6,297,749)
- Intangible (3,356,446) (3,630,091)
- Net cash flow from business combination (*): - (48,858,251)
- Financial - -
Cash flow from investment activities (2) (7,620,793) (58,786,090)
Financial assets
Long-term borrowings/ (repayments) - Bond (3,250,000) (3,250,000)
Short-term borrowings (paid) 3,000,000 6,657,000
Long-term borrowings/ (repayments) - Bond (10,246,000) (10,019,000)
Collections / (repayments) revolving loan (3,500,000) 7,500,000
Collections / (repayments) other financial payables (5,730,000) 6,620,628
Change in other financial assets 150,076 438,925
Change in other financial liabilities (6,212,143) 5,847,903
Purchase of own shares (984,657) (1,446,020)
Sale of own shares - -
Dividends paid (944,930) (879,216)
Monetary capital increases - 26,316,240
Change in reserve for stock grants 789,694 -
Other changes in shareholders equity 898,829 (1,494,293)
Cash flow from financing activities (3) (26,029,131) 36,292,168
Cash flow from continuing operations 9,851,042 1,945,755
Change in cash and cash equivalents (1+2+3) 9,851,042 1,945,755
Cash and cash equivalents at beginning of period 61,049,148 59,103,393
Cash and cash equivalents at end of period 70,900,191 61,049,148



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FORM AND CONTENT OF THE CONSOLIDATED ANNUAL FINANCIAL REPORT

Introduction
This Financial Report as at 31 December 2023 was prepared pursuant to the EGM Regulation
and in compliance with the International Accounting Standards (“IFRS”) issued by the
International Accounting Standards Board (“IASB”) and endorsed by the European Union.
“IFRS” also means the International Accounting Standards (“IAS”) still in force, as well as all the
interpretative documents issued by the Interpretation Committee, previously called the
International Financial Reporting Interpretations Committee (“IFRIC”) and even before that the
Standing Interpretations Committee ( “SIC”).

Directive 2004/109/EC (the “Transparency Directive”) and Delegated Regulation (EU)
2019/815 introduced the obligation for issuers of securities listed on regulated markets in the
European Union to draw up the annual financial report in the language XHTML, based on the
ESEF (European Single Electronic Format), approved by ESMA. The Financial Statements Report
and the Notes to the Financial Statements as of 31 December 2023 are "marked" to the ESEF
taxonomy, using an integrated computer language (iXBRL) for both the consolidated and
statutory financial statements of IWB S.p.A.
Financial Statement’s schemes
This Financial Report as at 31 December 2023 consists of the Statement of Financial Position,
the Comprehensive Income Statement, the Statement of Changes in Shareholders' Equity, the
Cash Flow Statement and the Explanatory Notes, and is accompanied by the directors' report
on the performance of the management.
The scheme adopted for the Financial Position provides for the distinction of assets and
liabilities between current and non-current.
The Group has chosen for the presentation of the components of the profit/loss for the year
in a single statement of comprehensive income, which includes the result for the year and, by
homogeneous categories, the income and expenses which, based on IFRS , are charged directly
to equity. The income statement scheme adopted provides for the classification of costs by
nature.
The statement of changes in equity includes, in addition to the overall profits/losses for the
period, the amounts of transactions with capital holders and the movements that occurred
during the year in the reserves.
In the statement of cash flows, the financial flows deriving from operating activities are
presented using the indirect method, whereby the profit or loss for the year is adjusted by the
effects of non-monetary operations, by any deferral or provision of previous or future


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operating receipts or payments, and from elements of revenues or costs connected to the
financial flows deriving from the investment activity or financial activity.


1. Consolidation Area

The consolidation area includes - IWB S.p.A, an Italian company listed on the EGM active in the
production and sale of wine mainly on international markets through all sales channels
(wholesale, ho.re.ca, direct sales); - the controlled companies.
Subsidiaries are all investee companies in which the Group simultaneously has:
- decision-making power, i.e. the ability to direct the relevant activities of the investee, i.e.
those activities that have a significant influence on the results of the investee itself;
- right to variable results (positive or negative) deriving from the participation in the
consolidated entity;
- ability to use one's decision-making power to determine the amount of results deriving from
the investment in the consolidated entity.
The financial statements of subsidiaries are included in the consolidated financial
statements from the date on which control is assumed until the moment in which such control
ceases to exist. The shares of net equity and the result attributable to minority shareholders
are indicated separately, respectively in the consolidated Statement of Financial Position and
Comprehensive Income Statement.
The entities included in the consolidation area and the related percentages of direct or indirect
ownership by the Group are listed below:
Company
Country
Share Capital
Currency Value
Parent Company
Percentage Held
Percentage held
directly
IWB S.p.A.
Italy
EUR 1,124,468
- Holding
Provinco Italia S.p.A.
Italy
EUR 132,857
IWB S.p.A. 100% 100%
Giordano Vini S.p.A.
Italy
EUR 14,622,511
IWB S.p.A. 100% 100%
IWB Italia S.p.A.
Italy
EUR 1,453,055
IWB S.p.A. 100% 100%
Enovation Brands Inc
United States
USD 1,000
IWB S.p.A. 85% 85%
Barbanera S.r.l.
Italy
EUR 113,915
IWB S.p.A. 100% 100%
Fossalto S.r.l.
Italy
EUR 10,000
IWB S.p.A. 100% 100%
Italian Wine Brands Uk Ltd
England
GBP 1
IWB S.p.A. 100% 100%
Provinco Deutschland GmbH
Germany
EUR 25,000
Provinco Italia S.p.A. 100% -
Raphael Dal Bo AG
Swiss
CHF 100,000
Provinco Italia S.p.A. 100% -
The merger project which brought about the aggregation of Enoitalia S.p.A, Provinco Italia
S.p.A, Barbanera S.r.l., Fossalto S.r.l. and the B2B and production branch of Giordano Vini S.p.A.
is effective from 1 January 2024.



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2. Preparation Principles
The consolidated Annual Financial Report was drawn up with a view to going concern, with the
presentation currency being the Euro and the amounts shown are rounded to the nearest
whole number, including, unless otherwise indicated, the amounts highlighted in the
accompanying notes.
The general principle adopted in the preparation of this consolidated Annual Financial Report
is that of cost, with the exception of derivative financial instruments measured at fair value.

2.1 Accounting Policies
The most material accounting policies adopted in the preparation of these consolidated
financial statements are:

Business combinations
Business combinations are accounted for using the acquisition method. The cost of an
acquisition is calculated as the sum of the amount paid, valued at fair value as at the acquisition
date, and the amount of any non-controlling interest held in the acquired asset. For each
business combination, the purchaser must assess any non-controlling interest held in the
acquired property at fair value or proportionate to the non-controlling interests held in the net
identifiable assets of the acquired property. Acquisition costs are expensed and classified as
administrative expenses.
At the acquisition date, the identifiable assets acquired and liabilities assumed are recognized
at fair value at the acquisition date; exceptions to this are deferred tax assets and liabilities,
assets and liabilities for employee benefits, liabilities or equity instruments relating to share-
based payments of the acquired company or share-based payments issued in place of
contracts of the acquired company, and assets (or groups of assets and liabilities) held for sale,
which are instead measured according to their reference standard.
Any contingent consideration must be recorded by the purchaser at fair value at the date of
acquisition and classified according to IAS 32.
Goodwill is initially measured at cost, which is the excess of the sum of the consideration
transferred in the business combination, the value of shareholders' equity attributable to non-
controlling interests and the fair value of any investment previously held in the acquiree over
the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the
value of the net assets acquired and liabilities assumed at the acquisition date exceeds the sum
of the consideration transferred, the value of the shareholders' equity pertaining to non-
controlling interests and the fair value of any investment previously held in the acquiree, this
excess is immediately recognized in profit or loss as income from the transaction concluded.





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The portions of shareholders' equity pertaining to non-controlling interests at the acquisition
date can be measured at fair value or at the pro-rata value of the net assets recognized for the
acquiree. The choice of valuation method is made on a transaction-by-transaction basis.
Any contingent consideration provided for in the business combination contract is measured
at fair value at the acquisition date and included in the value of the consideration transferred
in the business combination for the purpose of determining goodwill. Any subsequent changes
in this fair value, which may be qualified as adjustments arising during the measurement
period, are retrospectively included in goodwill. Changes in fair value that qualify as
adjustments arising during the measurement period are those resulting from additional
information on facts and circumstances that existed at the acquisition date, obtained during
the measurement period (which may not exceed one year from the business combination).
In the case of business combinations carried out in stages, the equity investment previously
held in the acquiree is revalued at fair value at the date of acquisition of control and any
resulting profit or loss is recognized in the income statement. Any amounts deriving from the
equity investment previously held and recognized in Other comprehensive income are
restated in profit or loss as if the equity investment had been sold.
If the initial amounts of a business combination are incomplete at the reporting date of the
financial statements in which the business combination took place, provisional amounts of the
items for which recognition cannot be completed are reported in the consolidated financial
statements. These provisional amounts are adjusted during the measurement period to take
into account new information obtained about facts and circumstances existing at the
acquisition date that, if known, would have affected the amount of the assets and liabilities
recognized at that date.
Transactions in which the parent company acquires or sells further non-controlling interests
without changing the control exercised over the subsidiary are transactions with shareholders
and therefore the relative effects must be recognized in shareholders' equity: there will be no
adjustments to goodwill and no gains or losses recognized in the income statement.
Ancillary charges relating to business combinations are recognized in profit or loss in the period
in which they are incurred.





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Intangible assets with indefinite useful life

Goodwill

Goodwill is recognized as an asset with an indefinite useful life and is not amortized, but tested
for impairment annually, or more frequently if there is an indication that specific events or
changed circumstances may have caused an impairment loss. Impairment losses are
immediately recognized in comprehensive income statement and are not subsequently
reversed. After the initial recognition, goodwill is valued at cost, net of any accumulated
impairment losses.

In order to test for impairment, goodwill acquired in a business combination is allocated, at
the acquisition date, to the individual cash-generating units or groups of cash-generating units
that should benefit from the synergies of the combination, regardless of whether other assets
or liabilities of the acquiree are assigned to those units or groups of units.

Each unit or group of units to which goodwill is allocated represents the lowest level at which
goodwill is monitored for internal management purposes.

Any loss in value is identified by comparing the carrying amount of the cash generating unit
with its realizable value. If the realizable value of the cash-generating unit is lower than the
carrying amount attributed, the related impairment loss is recognized. This impairment loss is
reversed if the reasons for it no longer exist.

If goodwill has been allocated to a cash-generating unit and the entity disposes of part of the
assets of that unit, the goodwill associated with the disposed asset shall be included in the
carrying amount of the asset when determining the gain or loss on disposal. The goodwill
associated with the discontinued asset must be determined on the basis of the relative values
of the discontinued asset and the portion of the cash-generating unit retained.

Trademark

With effect from 1 January 2014, the Directors of Giordano Vini S.p.A., also with the support
of an independent expert, attributed an indefinite useful life to the trademark acquired as part
of a merger transaction. As part of the business combination carried out in 2015, with regard
to Provinco Italia S.p.A., part of the purchase price was allocated to the trademarks owned by
Provinco, attributing an indefinite useful life to them as well.

Intangible assets with finite useful life

Intangible assets with finite useful life are valued at purchase or production cost net of
amortization and accumulated impairment losses. Depreciation is commensurate with the

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expected useful life of the asset and begins when the asset is available for use. The useful life
is reviewed annually, and any changes are made prospectively.
Whenever there are reasons to do so, intangible assets with a finite useful life are tested for
impairment.
Other intangible assets
Other intangible assets are recognized in the statement of financial position only if it is
probable that the use of the asset will generate future economic benefits and if the cost of the
asset can be measured reliably. Once these conditions are met, intangible assets are recorded
at purchase cost, which corresponds to the price paid plus accessory charges.
The gross carrying amount of other intangible assets with a finite useful life is systematically
allocated over the years in which they are used, by means of straight line amortizations basis,
in relation to their estimated useful life. Amortization begins when the asset is available for
use and is proportionate, for the first reporting period, to the period of actual use. The
amortization rates used are determined on the basis of the useful life of the related assets.
The useful life values used for the purposes of preparing this Consolidated Annual Financial
Report are as follows:
CATEGORY
USEFUL LIFE
Concessions, licenses, trademarks and similar rights
10 years
Industrial patent and use of intellectual property
3 years
Project for adjustment of management control
3 years
Software and other intangible assets
3-4 years



Right-of-use assets
Lease contracts are recorded as rights of use under non-current assets with a balancing entry
in a financial liability. The cost of the fee is broken down into its components of financial
expense, recorded in profit or loss over the term of the contract, and repayment of principal,
recorded as a reduction of the financial liability. The right of use is amortized on a monthly
basis on a straight-line basis over the shorter of the asset's useful life and the term of the
contract.
Rights of use and financial liabilities are initially measured at the present value of future
payments discounted using the incremental borrowing rate.




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Land, property, plant and equipment
Tangible assets are composed of:
• industrial land and buildings
• plant and equipment
• industrial and commercial equipment
• other assets
These are recorded at purchase or production cost, including directly attributable ancillary
charges necessary for putting the asset into operation for its intended use.
The cost is reduced by depreciation, with the exception of land, which is not depreciated
because it has an indefinite useful life, and any losses in value.
Depreciation is calculated on a straight-line basis using percentages that reflect the economic
and technical deterioration of the asset and is calculated from the moment in which the asset
is available for use.
Significant parts of property, plant and equipment with different useful life are accounted for
separately and depreciated over their useful life.
The useful life of assets and residual values are reviewed annually at the time of closing the
financial statements. The useful life values used for the purposes of preparing this
Consolidated Annual Financial Report are as follows:
CATEGORY
USEFUL LIFE
Land
Indefinite
Buildings
18-50 years
Plant and equipment:
- Means of transport for interiors
10-12 years
- Generic plant
8-18 years
- Machinery
6-15 years
- Vats and tanks
4-20 years
Industrial and commercial equipment:
- Cars
5-8 years
- Equipment
8-12 years
- Electronic machines
4-8 years
- Ordinary office machines and furniture
15 years
- Goods on loan for use
4 years





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Routine maintenance and repair costs are recognized directly in profit or loss in the period in
which they are incurred.
Profits and losses arising from the sale or disposal of property, plant and equipment are
determined as the difference between the sale proceeds and the net carrying amount of the
asset and are recognized in profit or loss for the period.
Leasehold improvements with the characteristics of fixed assets are capitalized in the category
of the asset to which they refer and are depreciated over their useful life or, if shorter, over
the duration of the lease agreement.

Financial charges, incurred for investments in assets which normally require a certain period
of time to be ready for use or sale (qualifying asset pursuant to IAS 23 - Borrowing Costs), are
capitalized and amortized over the useful life of the class of assets to which they refer.
All other financial charges are recognized in profit or loss in the period in which they are
incurred.



Impairment of assets
At least once a year it is checked whether the assets and/or the cash generating units ("CGUs")
to which the assets are attributable may have suffered an impairment loss. If there is such
evidence, the realizable value of the assets/CGUs is estimated. Goodwill and other intangible
assets with an indefinite useful life are tested for impairment annually or more frequently,
whenever there is an indication that the asset may be impaired.
Realizable value is defined as the higher of its fair value less costs to sell and value in use. The
value in use is defined on the basis of the discounting the future cash flows expected from the
use of the asset, gross of taxes, applying a discount rate that reflects current market changes
in the time value of money and the risks of the asset.
If it is not possible to estimate the realizable value of the individual fixed asset, the recoverable
value of the cash-generating unit (CGU) to which the fixed asset belongs is determined.
If the realizable value of an asset (or cash-generating unit) is lower than its carrying amount,
the carrying amount is reduced to its recoverable amount and the loss is recognized in profit
or loss. Subsequently, if an impairment loss on assets other than goodwill ceases to exist or
decreases, the carrying amount of the asset (or cash-generating unit) is increased to the new
estimate of its realizable value (which, however, may not exceed the net carrying amount that




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the asset would have had if the impairment loss had never been recognized). This reversal is
immediately recognized in profit or loss.



Equity investments
Investments in subsidiaries not included in the scope of consolidation are stated at cost,
adjusted for impairment. The positive difference resulting from the acquisition between the
acquisition cost and the portion of the shareholders' equity at replacement cost of the investee
company pertaining to the period is therefore included in the carrying amount of the
investment. If there is evidence that these investments have suffered a loss in value, this is
recorded in the income statement as a write-down. In the event that any share of the losses
of the investee exceeds the carrying amount of the investment, and the entity has an
obligation to account for them, the value of the investment is written off and the share of any
further losses is recognized as a provision in the liabilities. If, subsequently, the loss in value
no longer exists or is reduced, a reversal of the impairment loss within the limits of cost is
recognized in profit or loss.
Associates are all companies over which the Group is able to exercise significant influence as
defined by IAS 28 - Investments in Associates and Joint Ventures. Such influence is normally
presumed to exist when the Group holds a percentage of voting rights between 20% and 50%,
or when - even with a lower percentage of voting rights - it has the power to participate in the
determination of financial and management policies by virtue of particular legal ties such as,
for example, participation in shareholders' agreements together with other forms of significant
exercise of governance rights.

Joint arrangements are agreements under which two or more parties have joint control on the
basis of a contract. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the
unanimous consent of the parties sharing control. Such agreements may give rise to joint
ventures or joint operations.
A joint venture is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the arrangement. Joint ventures differ from joint
operations, which are arrangements that give the parties to the arrangement which have joint
control over the initiative, rights over the individual assets and obligations for the individual
liabilities relating to the arrangement. In the case of joint operations, it is mandatory to
recognize the assets and liabilities, costs and revenues of the arrangement in accordance with
the relevant accounting standards. The Group has no joint operation arrangements in place.





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Financial instruments
Financial instruments are included in the financial statements items described below.
Investments and other non-current financial assets include investments in subsidiaries
and other non-current financial assets. Current financial assets include trade receivables and
cash and cash equivalents. In particular, cash and cash equivalents include bank deposits.
Financial liabilities refer to financial payables, including payables for advances on orders,
assignment of receivables, as well as other financial liabilities (which include the negative fair
value of derivative financial instruments), trade payables and other payables.
Non-current financial assets
Non-current financial assets other than equity investments, as well as financial liabilities, are
accounted for in accordance with IFRS 9. Loans and receivables not held for trading and assets
held with the intention of keeping them in the portfolio until maturity are valued at amortized
cost, using the effective interest method. When financial assets do not have a fixed maturity,
they are valued at purchase cost. Evaluations are regularly carried out to verify whether there
is objective evidence that a financial asset may have been impaired. If there is objective
evidence, the impairment loss shall be recognized as an expense in the income statement for
the period. With the exception of derivative financial instruments, financial liabilities are stated
at amortized cost using the effective interest method.


Trade receivables and payables
Trade receivables are initially recorded at amortized cost, which coincides with the adjusted
nominal value, in order to adjust it to the presumed realizable value, by recording a provision
for bad debts. This provision for bad debts is commensurate with both the size of the risks
relating to specific receivables and the size of the general risk of non-collection impending on
all the receivables, prudentially estimated based on past experience and the degree of known
financial equilibrium of all debtors.
Trade and other payables are recorded at their nominal value, which is considered
representative of the settlement value. Receivables and payables in foreign currencies are
aligned with the exchange rates prevailing on the reporting date and gains or losses deriving
from conversion are entered in profit or loss.
Receivables assigned as a result of factoring transactions are eliminated from the statement
of financial position if the risks and rewards of ownership have been substantially transferred
to the assignee, thus constituting a non-recourse assignment. The portion of disposal costs
that is certain to be included in the quantum amount is recognized as a financial liability.






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Collections received on behalf of the factoring company and not yet transferred, generated by
the contractual terms and conditions that provide for the periodic and predetermined transfer,
are stated under financial liabilities.


Cash and cash equivalents
The item relating to cash and cash equivalents includes cash, bank current accounts, postal
current accounts, deposits repayable on demand and other short-term highly liquid financial
investments that are readily convertible into cash and are subject to an insignificant risk of
change in value.

Financial liabilities
Financial liabilities include financial payables, including payables for deferred price parts
relating to the assignment of non-recourse receivables, as well as other financial liabilities.
Financial liabilities, other than derivative financial instruments, are initially recorded at market
value (fair value) less transaction costs; they are subsequently valued at amortized cost, i.e.,
at their initial value, net of principal repayments already made, adjusted (upwards or
downwards) on the basis of the amortization (using the effective interest method) of any
differences between the initial value and the value at maturity.


Inventory
Inventory is recorded at the lower of purchase or production cost and realizable value,
represented by the amount that the entity expects to obtain from their sale in the normal
course of business. The cost configuration adopted is the weighted average cost. Purchase
costs include prices paid to suppliers increased by ancillary costs incurred up to entry into the
warehouse, net of discounts and rebates. Production costs include both direct costs of
materials and labor and reasonably attributable indirect production costs. In the allocation of
production overheads, the normal production capacity of the plants is taken into account for
the allocation of the cost of the products.
Provisions are made for the value of inventory determined in this way to take into account
inventory considered obsolete or slow-moving.
Inventory also includes production cost relating to returns expected in future periods in
connection with deliveries already made, estimated based on the sales value less the average
mark-up applied.




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Assets and liabilities held for sale
Assets and liabilities held for sale and discontinued operations are classified as such if their
carrying amount will be recovered principally through sale rather than through continuing use.
These conditions are considered to have been met when the sale or discontinuance of the
group of assets being disposed of is considered highly probable and the assets and liabilities
are immediately available for sale in the conditions in which they are located.
When an entity is involved in a disposal plan that results in a loss of control of an investee, all
assets and liabilities of that investee are classified as held for sale when the above conditions
are met, even if, after disposal, the entity continues to hold a non-controlling interest in the
subsidiary.
Assets held for sale are valued at the lower of their net carrying amount and fair value net of
selling costs.


Employee benefits
Bonuses paid under defined-contribution plans are recognized in profit or loss for the portion
accrued during the year.
Until 31 December 2006, the provision for employee severance indemnities (TFR) was
considered a defined benefit plan. The rules governing this fund were amended by Law 296 of
27 December 2006 ("2007 Finance Act") and subsequent Decrees and Regulations issued in
early 2007. In light of these changes, and in particular with reference to companies with at
least 50 employees, this scheme is now to be considered a defined benefit plan solely for the
amounts accrued before 1 January 2007 (and not yet paid at the reporting date), while for the
amounts accrued after that date it is similar to a defined contribution plan.
Defined-benefit pension plans, which also include severance indemnities due to employees
pursuant to Article 2120 of the Italian Civil Code, are based on the working life of the
employees and the remuneration received by the employee during a predetermined period of
service. In particular, the liability representing the benefit due to employees under defined
benefit plans is recorded in the financial statements at its actuarial value.
The recognition of defined benefit plans requires the actuarial estimation of the amount of
benefits accrued by employees in exchange for service rendered in the current and prior
periods and the discounting back of such benefits in order to determine the present value of
the entity's commitments. The present value of the commitments is determined by an




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independent actuary using the “projected unit credit method”. This method considers each
period of service provided by employees at the company as an additional unit under law:
actuarial liability must therefore be quantified only on the basis of the seniority accrued at the
valuation date; therefore, total liability is normally re-proportioned based on the ratio
between the years of service accrued at the valuation date of reference and the total seniority
achieved at the time envisaged for the payment of the benefit. In addition, the above method
provides to consider future salary increases, for whatever reason (inflation, career, contract
renewals, etc.), until the time of termination of employment.
The cost of defined-benefit plans accrued during the year and recorded in profit or loss as part
of personnel expenses is equal to the sum of the average current value of the rights accrued
by the employees present for the work performed during the period, and the annual interest
accrued on the present value of the commitments of the entity at the beginning of the period,
calculated using the discount rate of future disbursements adopted for the estimate of the
liability at the end of the previous period. The annual discount rate adopted for the calculations
is assumed to be equal to the market rate at the end of the period for zero coupon bonds with
a maturity equal to the average residual duration of the liability.
The amount of actuarial losses and gains deriving from changes in the estimates made is
charged to profit or loss.
It should be noted that the valuation of the severance indemnity based on IAS 19 concerned
IWB S.p.A., Giordano Vini S.p.A. Enoitalia S.p.A., Barbanera srl e Fossalto srl whose financial
statements and reporting packages are respectively drawn up on the basis of IFRS and did not
impact Provinco Italia S.p.A .; the effect on this company is estimated not to be significant.

Salary benefits in the form of equity participation
The Group also remunerates its top management through stock grant plans. In such cases, the
theoretical benefit attributed to the parties concerned is debited to profit or loss in the years
covered by the plan, with a balancing entry in the shareholders' equity reserve. This benefit is
quantified by measuring the fair value of the assigned instrument at the assignment date using
financial valuation techniques, including any market conditions and adjusting the number of
rights that are expected to be assigned at each reporting date.

Provisions for future risks and charges
These are provisions arising from current obligations (legal or implicit) and relating to a past
event, for the fulfilment of which it is probable that an outlay of resources will be necessary,
the amount of which can be reliably estimated. If the expected use of resources goes beyond
the next financial year, the obligation is recorded at its present value determined by




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discounting the expected future cash flows discounted at a rate that also takes into account
the cost of money and the risk of the liability.
Provisions are reviewed at each reporting date and, if necessary, adjusted to reflect the best
current estimate; any changes in estimate are reflected in profit or loss for the period in which
the change occurred.
Risks for which the occurrence of a liability is only possible are mentioned in the notes without
making any provision.

Revenue from sales
Revenues are recognized to the extent that it is probable that economic benefits will flow to
the entity and the amount can be measured reliably. Revenues are recognized net of discounts,
allowances and returns.
Revenues from the distance selling division are recognized when the carrier delivers them to
the customer. Revenues from the sale of wine, food products and gadgets are recognized as a
single item.
The distance selling division accepts, for commercial reasons, returns from customers for
distance selling under the terms of sale. In relation to this practice, the amounts invoiced at
the time of shipment of the goods are adjusted by the amounts for which, even on the basis
of historical experience, it can reasonably be expected that at the reporting date not all the
significant risks and rewards of ownership of the goods have been transferred. The returns
thus determined are stated in profit or loss as a reduction in revenues.



Interest income
Interest income is recorded in profit or loss on an accruals basis according to the effective rate
of return method. These mainly refer to bank current accounts.


Public grants
Public grants are recorded when there is a reasonable certainty that they can be received (this
moment coincides with the formal resolution of the public bodies granting them) and all the
requirements of the conditions for obtaining them have been met.
Revenues from public grants are recognized in profit or loss based on the costs for which they
were granted.




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Dividends
The distribution of dividends to shareholders, if resolved, generates a debt at the time of
approval by the Shareholders' Meeting.

Cost recognition
Selling and marketing expenses are recognized in profit or loss at the time they are incurred or
the service is rendered.
Costs for promotional campaigns, mailings or other means are charged at the time of shipment
of the material.
Non-capitalizable research and development costs, consisting solely of personnel costs, are
expensed in the period in which they are incurred.



Interest charges
Interest expense is recognized on an accruals basis, based on the amount financed and the
effective interest rate applicable.



Taxes
Taxes for the period represent the sum of current and deferred taxes.
Current taxes are based on the taxable income for the period. Taxable income differs from the
result reported in profit or loss in that it excludes positive and negative components that will
be taxable or deductible in other years and also excludes items that will never be taxable or
deductible. Current tax liabilities are calculated using the rates in force at the reporting date,
or if known, those that will be in force at the time the asset is realized or the liability is
extinguished.
Deferred tax assets and liabilities are the taxes that are expected to be paid or recovered on
temporary differences between the carrying amount of assets and liabilities in the statement
of financial position and the corresponding tax value used in the calculation of taxable income,
accounted for using the full liability method. Deferred tax liabilities are generally recognized
for all taxable temporary differences, while deferred tax assets are recognized to the extent
that it is probable that there will be taxable results in the future that will allow the use of
deductible temporary differences. These assets and liabilities are not recognized if the
temporary differences arise from goodwill or the from initial recognition (not in business
combination transactions) of other assets or liabilities in transactions that have no influence
on either the accounting result or the taxable result. The tax benefit deriving from the carry-





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forward of tax losses is recognized when and to the extent that it is considered probable that
future taxable income will be available against which these losses can be used.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable income will exist to permit the
recovery of all or part of those assets.

Deferred taxes are calculated based on the tax rate that is expected to be in force when the
asset is realized or the liability is settled.

Deferred taxes are charged directly to profit or loss, with the exception of those relating to
items recognized directly in equity, in which case the related deferred taxes are also charged
to equity.



Financial assets measured at fair value through other comprehensive income (FVOCI)
This category includes equity instruments for which the Group - at the time of initial
recognition or at the time of transition - has exercised the irrevocable option to present the
profits and losses deriving from fair value changes in shareholders' equity (FVOCI).

• These are classified as non-current assets under "Other financial assets at fair value
through other comprehensive income".
• These are initially recognized at fair value, including transaction costs directly
attributable to the acquisition.
• They are subsequently measured at fair value, and gains and losses arising from
changes in fair value are recognized in a specific equity reserve. This reserve will not
be reflected in profit or loss. In the event of disposal of the financial asset, the amount
suspended at equity is reclassified to retained earnings.

Dividends deriving from these financial assets are recorded in profit or loss at the time when
the right to collection arises.

Financial assets at fair value through profit or loss (FVPL)

This valuation category comprises:

- equity instruments for which the Group - at the time of initial recognition or at the
time of transition - did not exercise an irrevocable option to present the profits and
losses deriving from changes in fair value in shareholders' equity. These are classified
as non-current assets under "Other financial assets at fair value through profit or loss";




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- debt instruments for which the Group's business model for asset management
provides for the sale of the instruments and the cash flows associated with the
financial asset represent the payment of outstanding capital. These are classified as
current assets under "Other financial assets at fair value through profit or loss";
- derivative instruments, with the exception of those designated as hedging
instruments, classified under the item "derivative financial instruments".
These are initially recognized at fair value. Transaction costs directly attributable to the
acquisition are recognized in profit or loss. They are subsequently measured at fair value, and
gains and losses arising from changes in fair value are recognized in profit or loss.


Derivative financial instruments designated as hedging instruments
In line with the provisions of IFRS 9, derivative financial instruments are accounted for in
accordance with the procedures established for hedge accounting only when:
- the items covered and the hedging instruments meet the eligibility requirements;
- at the beginning of the hedging relationship, there is a formal designation and
documentation of the hedging relationship, the Group's risk management objectives
and the strategy for hedging;
- the hedging relationship meets all of the following efficacy requirements:
- there is an economic relationship between the hedged item and the hedging
instrument;
- the effect of credit risk is not dominant with respect to the changes associated
with the hedged risk;
- the hedge ratio defined in the hedging relationship is met, including through
rebalancing actions, and is consistent with the risk management strategy adopted
by the Group.
These derivative instruments are measured at fair value.
Depending on the type of hedge, the following accounting treatments are applied:
- Fair value hedge - if a derivative financial instrument is designated as a hedge of
exposure to changes in the fair value of an asset or liability attributable to a particular
risk, the gain or loss from subsequent changes in the fair value of the hedging
instrument is recognized in profit or loss. The gain or loss on the hedged item, for the
part attributable to the hedged risk, modifies the carrying amount of that asset or
liability (basis adjustment) and is also recognized in profit or loss;
- Cash flow hedge - if a derivative financial instrument is designated as a hedge of the
exposure to variability in cash flows of a recognized asset or liability or a highly
probable future transaction, the effective portion of the change in fair value of the





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hedging derivative is recognized directly in equity, while the ineffective portion is
recognized immediately in profit or loss. Amounts that have been recognized directly
in equity are reclassified to profit or loss in the year in which the hedged item has an
effect on profit or loss.
If the hedge of a highly probable future transaction subsequently results in the recognition of
a non-financial asset or liability, the amounts that are suspended in equity are included in the
initial value of the non-financial asset or liability.


Fair value estimation
The fair value of financial instruments listed on an active market is determined on the basis of
market prices at the reporting date. The reference market price for financial assets held is the
current sale price (purchase price for financial liabilities).
The fair value of financial instruments that are not traded on an active market is determined
using various valuation techniques and assumptions based on market conditions at the
reporting date. For medium and long-term liabilities, the prices of similar listed financial
instruments are compared; for the other categories of financial instruments, the cash flows
are discounted.
The fair value of IRSs is determined by discounting the estimated cash flows deriving from
them at the reporting date. For loans, it is assumed that the nominal value, net of any
adjustments made to take int account their collectability, approximates the fair value. The fair
value of financial liabilities for disclosure purposes is determined by discounting the cash flows
from the contract at an interest rate that approximates the market rate at which the entity is
financed.
Fair value measurement
In relation to financial instruments measured at fair value, the classification of these
instruments based on the hierarchy of levels provided for by IFRS 13 is shown below, which
reflects the significance of the inputs used in determining fair value. The following levels can
be distinguished:
Level 1 - unadjusted quotations recognized on an active market for the assets or liabilities being
measured;




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Level 2 - inputs other than the quoted prices mentioned in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e., derived
from prices);
Level 3 – inputs that are not based on observable market data.
As of 31 December 2023, an IRS-OTC derivative contract is recorded in the statement of
financial position to hedge the interest rate risk for the entire duration of the loan; this contract
provides for an exchange of flows between the Company and Credit Agricole defined on the
basis of the residual amount of the underlying loan in each given period; the Mark To Model
value of the derivative is positive by Euro 42.7 thousand. (see Note 17)

2.2 Accounting judgments and estimates
The preparation of the consolidated financial statements and the related notes in application
of the IFRS requires the Management to make estimates and assumptions that have an effect
on the values of revenues, costs , of assets and liabilities in the financial statements and on the
information relating to assets and contingent liabilities at the reference date.
The estimates and assumptions used are based on experience, other factors considered
relevant and available information.
The final results may therefore differ from these estimates. Estimates and assumptions may
vary from one financial year to another and are therefore reviewed periodically; the effects of
any changes made to them are reflected in the income statement in the period in which the
estimate revision takes place.
The main estimates, for which the use of subjective assessments by Management is most
required, are typically used for:
• determination of bad debt provisions for direct sales (wholesale and ho.reca sales are
insured) and any other write-downs of assets;
• acquisitions of companies and related determination of fair values;
• provisions for risk in particular, the evaluation processes concern both the
determination of the degree of probability of the occurrence of the conditions that
may entail a financial outlay, and the estimate of the related amount;
• evaluation of taxes and deferred tax assets, the registration of which is supported by
the Group's taxability prospects resulting from the expected profitability envisaged by
the industrial plans and by the "fiscal consolidation"; ⋅
• definition of the useful life of fixed assets and related depreciation;
• valuation of intangible and tangible assets, equity investments and goodwill based, as
regards the estimate of value in use, on the use of financial plans drawn up on a set of
assumptions and hypotheses of future events which do not will necessarily occur and
determination of the discount rate;
• defined benefit pension plan – actuarial assumptions;




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• The determination of the leasing duration for some leasing contracts in which the
Group is a lessee, even if the Company is reasonably certain of exercising the options
reserved for lessees; the interest rate for rent.
As of the financial statements date at 12/31/2023, no further impacts are expected than those
represented in the comprehensive income statement, statement of financial position and
statement of cash flow.









3. RISKS
The Group is mainly exposed to financial risks, credit risk and liquidity risk.

Risks deriving from changes in exchange rates
The Group is subject to market risk deriving from exchange rate fluctuations, as it operates in
an international context, with transactions conducted in different currencies. Exposure to risk
derives both from the geographical distribution of the commercial activity and from the
different countries in which the purchases take place. To mitigate this risk, particularly as a
consequence of the exposure arising from the acquisition of Enoitalia, the Group has defined
suitable forward contracts in USD.

Risks deriving from changes in rates
Even if financial debt is mainly regulated by a fixed interest rate, the Group is still exposed to
the risk of their fluctuation. The evolution of interest rates is constantly monitored by the
Company and the opportunity to proceed with adequate coverage of interest rate risk may be
assessed in relation to their evolution. Currently the Group does not hedge itself, considering
that most of its financial debt benefit from fixed interest rate. The only exception is an IRS-OTC
on a minor loan.
Derivative financial instruments in relation to which it is not possible to identify an active
market are recorded at fair value and are included in the items of financial assets and liabilities
and other assets and liabilities. The relative fair value was determined through valuation
techniques based on market data, in particular using specific pricing models recognized by the
market.

Credit Risk
Credit risk represents the exposure of Group companies to potential losses resulting from
failure to fulfill obligations undertaken by counterparties.



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The receivables essentially consist of receivables from end consumers for which the risk of
non-collection is moderate and in any case of a low individual amount. The Group is organized
with preventive control tools for the solvency of each individual customer, as well as credit
monitoring and reminder tools through analysis of collection flows, payment delays and other
statistical parameters.
Credits towards large-scale retail trade and the ho.re.ca channel are secured; for shipments to
countries with a high risk index, advance payment is required.


Liquidity Risk
The Group finances its activities both through the cash flows generated by operational
management and through the use of external financing sources and it is therefore exposed to
liquidity risk, represented by the fact that financial resources may not be sufficient to meet
financial obligations and commercial within the pre-established terms and deadlines. The cash
flows, financing needs and liquidity of the Group are controlled by considering the maturity of
the financial assets (trade receivables and other financial assets) and the financial flows
expected from the related operations. The Group has both secured and unsecured lines of
credit, consisting of short-term revocable lines in the forms of hot financing, current account
overdrafts and signature credit.

Risk of default and “covenant” on debt
The risk in question concerns the presence in financing contracts of provisions that legitimize
the counterparties to ask the debtor, upon the occurrence of certain events, for the immediate
repayment of the sums lent.
Operational and management risks
IWB (i) is not an energy-intensive group (ii) is an "asset light group" i.e. it does not own land
therefore its production and revenues are not strictly linked to the harvesting of a "specific"
territory.
The strategic value of the Group is the ability of its oenologists to create high quality blends
starting from bulk wines purchased in Italy and to offer them to the market with an excellent
quality/price ratio and in packages of high commercial and marketing value.
In an extreme long-term scenario that is currently not conceivable, if global warming, fires or
a period of drought affected production or harvest in Italy, IWB could consider the production
and sale of bulk wine purchased outside Italy by "expanding" its company name and its scope
of application and in the event of any different conditions applied by suppliers IWB could in
any case review its agreements with customers as done in 2022 when the lack of dry material
and inflation affected production costs. The potential negative effects from climate change
would therefore be temporary.


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The "harvest" risk is monitored through constant relations with suppliers and wine associations
The investment in the photovoltaic system (x) is part of the sustainability path that IWB has
undertaken on a voluntary basis by obtaining the Viva certification for the subsidiary IWB Italia
(y) and contributes to reducing energy costs.
For the above reasons, the risk relating to climate change is not included in the impairment
assessments.

4. Accounting Principles
4.1 Approved accounting standards and interpretations in force starting from 1 January 2023
Pursuant to IAS 8 "Accounting standards, changes in accounting estimates and errors", the IFRS
in force from 1 January 2023 are indicated below:
• Amendments to IAS 1 - Presentation of financial statements and IFRS Practice Statement
2: Disclosure on accounting standards
these amendments provide guidance for applying materiality judgments to accounting
policy disclosures so that they are more useful; in particular:
• the obligation to indicate "significant" accounting principles has been replaced with the
obligation to indicate "material" ones;
• guidance has been added on how to apply the concept of materiality to disclosures on
accounting standards.
In assessing the relevance of accounting disclosures, entities must consider both the size
of the transactions, other events or conditions and their nature. There were no impacts on
the Group financial statements following these changes..
• Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
These amendments introduce a new definition of “accounting estimates,” distinguishing
them more clearly from accounting policies, and provide guidance for determining
whether changes should be treated as changes in estimates, changes in accounting
principles or errors. There were no impacts on the Group financial statements following
these changes.

• Amendments to IAS 12 Income taxes – deferred and prepaid taxes arising from a single
transaction.
These changes eliminate the possibility of not recognizing deferred taxes at the time of
initial recognition of transactions that give rise to taxable and deductible temporary
differences (e.g. leasing contracts).
With respect to leasing contracts, these amendments also clarify that, where leasing
payments are deductible for tax purposes, it is a matter of judgment (after considering the
applicable tax law) whether such deductions are attributable for tax purposes to the


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liability for leasing recorded in the balance sheet or the related right of use. If tax
deductions are attributed to the right of use, the tax values of the right of use and the lease
liability are equal to their carrying values, and no temporary differences arise upon initial
recognition. However, if the tax deductions are attributed to the leasing liability, the tax
values of the right of use and the leasing liability are nil, giving rise to taxable and
deductible temporary differences, respectively. Even if the gross temporary differences
are equal, a deferred tax liability and asset must still be recognized. There were no impacts
on the Group financial statements following these changes.
• IFRS 17 – Insurance agreements
The accounting standard, published by the International Accounting Standards Board
(IASB) on 18 May 2017 and amended on 25 June 2020, replaces IFRS 4, as amended in
2020, and establishes an integrated approach to the accounting for insurance contracts,
with the objective of ensuring that companies disclose relevant information in their
financial statements, which gives a true picture of the contracts under consideration.
This information provides users of the financial statements with the elements to evaluate
the effect of insurance contracts on the financial position, economic results and cash flows
of companies.
IFRS 17 applies to insurance contracts, reinsurance contracts, as well as investment
contracts with discretionary participation elements. There were no impacts on the Group
financial statements following these changes.
• Annual Improvements (2018-2020)
These are limited amendments to some standards (IFRS 1 First-time adoption of IFRS, IFRS
9 Financial Instruments, IAS 41 Agriculture and illustrative examples of IFRS 16 Leases)
which clarify the wording or correct omissions or conflicts between the requirements of
the IFRS standards. There were no impacts on the Group financial statements following
these changes.
4.2 International accounting standards and/or interpretations issued but not yet entered
into force and/or not endorsed
As required by IAS 8 "Accounting standards, changes in accounting estimates and errors", the
new Standards or Interpretations already issued, but not yet entered into force or not yet
endorsed by the European Union as of 31 December 2023 and therefore not applicable, and
the foreseeable impacts on the Consolidated Financial Statements.
None of these Standards and Interpretations have been adopted by the Group in advance.
• Amendments to IAS 1 - Presentation of financial statements - Classification of liabilities
as current or non-current.
The amendments clarify the criteria that must be applied for the classification of liabilities
as current or non-current and specify that the classification of a liability is not influenced


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by the probability that the settlement of the liability is postponed for twelve months
following the reference financial year. The Group's intention to liquidate in the short term
has no impact on the classification. These changes, which are scheduled to come into force
on 1 January 2024, have not yet been approved by the European Union. No impacts on the
classification of financial liabilities are expected following these changes.
• Amendments to IAS 1 - Presentation of financial statements - non-current liabilities with
covenants
These amendments specify that the covenants to be respected after the balance sheet
date do not affect the classification of the debt as current or non-current at the balance
sheet date. The amendments instead require the entity to provide information on these
covenants in the notes to the financial statements.
These changes, which will come into force on 1 January 2024, have not yet been approved
by the European Union. No impacts are expected on the classification of financial liabilities
and in terms of disclosure following these changes.
• Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback transaction
These changes specify the requirements for accounting for a sale and leaseback after the
transaction date.
In particular, in the subsequent measurement of the liability arising from the leasing
contract, the seller-lessee determines the "lease payments" and the "revised leasing
payments" in such a way as not to recognize profits or losses that relate to the retained
right of use .
These changes, which will come into force on 1 January 2024, have not yet been
approved by the European Union. No impacts on the Group financial statements are
expected as a result of these change.


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Segment Reporting
An operating segment is a component of an entity:
a) that undertakes entrepreneurial activities generating revenues and costs (including
revenues and costs relating to operations with other components of the same entity);
(b) whose operating results are reviewed periodically at the entity's highest operational
decision-making level for the purpose of making decisions regarding resources to be allocated
to the segment and evaluating results; And
c) for which separate financial statement information is available.
IFRS 8 requires an entity to provide financial and descriptive information about its reportable
segments. Reportable segments are operating segments or an aggregation of operating
segments that meet specific criteria:
(i) operating segments are components of an entity for which separate financial information is
available and is regularly evaluated by the Chief Operating Decision Maker (CODM) to make
decisions about resources to allocate to the segment and evaluate its performance.
(ii) in general, information must be presented on the same criteria used internally to evaluate
the performance of operating segments and to decide how to allocate resources to operating
segments.
As of 31 December 2023, the Group has drawn up periodic information relating to the
economic and financial situation of the companies only and an analysis limited to net revenues
by geographical area and distribution channel which submitted to the CODM which are uses
to evaluate the performance of the group as a whole as well as to allocate the resouces.
Paragraph 11 of IFRS 8 defines the segment subject to disclosure and, in particular, provides
that: an entity must separately provide information on each operating segment that:
● has been identified in accordance with paragraphs 5 to 10 or results from the aggregation of
two or more such segments in accordance with paragraph 12, and
● exceeds the quantitative thresholds referred to in paragraph 13."
Based on the above, it is possible to conclude that the Group currently has only one reportable
segment pursuant to IFRS 8. Since the Group is made up of a single reportable segment, it is
specified that:
● the income statement information required by paragraph 32 of IFRS 8 is already included in
the consolidated comprehensive income statement; the information required by par 32 and
33.a are included in the Report on page 26
● the information on investments required by paragraph 33b of IFRS 8 is below


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euro thousands
31.12.2023
Restated
31.12.2022
31.12.2022
Italy 291,655 294,465 293,239
USA 17,741 17,917 17,917
Switzerland 12,876 12,883 12,883
Total non-current assets * 322,271 325,265 324,039
* The total does not include:
- Non-current financial activities
- Deferred tax assets


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Notes
First of all, it should be noted that the Group protects its assets and activities through insurance
policies aimed at guaranteeing in particular:
- receivables: B2B sales are carried out only against and within the limits of the insurance credit
(or against non-recourse assignments, advance payments or letters of credit)
- assets through a property/All risks policy to cover the value of buildings, machinery,
equipment, furnishings and warehouse.
- potential liabilities through a liabilities policy (RCT/O/P)
- as well as a D&O and EPL consistent with the Group's structure.




5. Intangible Assets
Intangible assets almost entirely refer to the brands owned by the Group. The changes are
shown below.


The trademarks and patents item indicated is represented by (i) the Giordano Vini brand, made
up of the value that emerged from the merger of Ferdinando Giordano S.p.A. in Giordano Vini
S.p.A (formerly Alpha S.r.l.) carried out in previous years (ii) by the brands owned by Provinco
Italia S.p.A. for Euro 8,586 thousand valued when the acquisition price was allocated pursuant
to IFRS 3.
It should be noted that the aforementioned brands are identified as having an indefinite useful
life and, consequently, they are not subject to amortization but to an annual impairment test
in the same way as goodwill. The booking value is unchanged compared to that of the
consolidated Annual Financial Report as at 31 December 2022, in line with what was done for
the purposes of goodwill for which refer to the following paragraph.
The increases for the 2023 financial year relate to:
(i) for Euro 3,231 thousand for the development of the following activities which mainly
concerned the company Giordano Vini S.p.A.:
• website implementation activities and start-up of operations in new countries;
• development of the customer base through targeted acquisition through successful
marketing campaigns (“CPA”);
• software development;
(ii) for 52 thousand euros for the registration of new trademarks.
€thousand
INTANGIBLE ASSETS
Net carrying amount
Net carrying amount 01.01.2023 increases decreases amortizations reclassification
increases from
business
combination
31.12.2023
Trademarks & patents 32,427 52 (24) (302) - - 32,154
Software 1,872 517 - (1,056) 36 - 1,368
Set-up costs 10 - - (3) - - 7
Other intangibles assets 4,467 2,512 - (2,242) 191 - 4,928
Intangible assets under construction and advances
245 318 (19) - (226) - 318
Net carrying amount intangible assets 39,021 3,399 (43) (3,603) 0 - 38,774





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6. Goodwill
The overall goodwill is detailed in the following table.
€thousand
Company 31.12.2023
Restated
31.12.2022
31.12.2022
Provinco Italia S.p.A. 11,289 11,289 11,289
Giordano Vini S.p.A. 0 43,719 43,719
Prodive S.r.l. 0 447 447
Enoitalia S.p.A. 156,942 112,776 112,776
Enovation Brands Inc 17,038 17,038 17,061
Barbanera S.r.l. 16,687 16,687
16,597
Fossalto S.r.l. 1,159 1,159
Raphael Dal Bo AG 12,854 12,854 12,854
Total Goodwill
215,969 215,969 214,743
The amount relating to Barbanera s.r.l. and Fossalto s.r.l. increased by Euro 1,226 thousand
compared to what was recorded in the financial statements as at 31 December 2022 as a result
of a detailed evaluation of the raw materials (bulk wines) which revealed that some types of
wine, acquired by the company in the period 2018-2021 were not aligned with the fair value
at the acquisition date.
The different evaluation is essentially attributable to the natural evolution of the product
which derives from the impossibility of conserving it in a suitable manner due to the absence
of tanks with a capacity compatible with the existing inventories.
These different factors detected compared to those expected constitute new information
learned on facts and circumstances existing at the acquisition date which, if known, would
have influenced the measurement of the amounts recognized on that date.
At 31 December 2023, goodwill and intangible assets with an indefinite useful life were
subjected to impairment testing, which consists in estimating the recoverable value of the
CGUs, made up of the subsidiaries, and comparing them with the net book value of the related
assets, including goodwill pursuant to IAS 36.
The value in use corresponds to the current value of the future financial flows that are
expected to be associated with the assets subject to impairment, using a rate that reflects the
specific risks of the individual CGUs at the measurement date.





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The key assumptions used by management are estimates of future increases in sales, operating
cash flows, the growth rate of terminal values and the weighted average cost of capital
(discount rate).

As at 31 December 2023, the cash generating units were subjected to impairment testing in
order to verify the existence of any losses in value, through the comparison between the book
value of the units (including the allocated goodwill , intangible assets with a defined useful life
and other net operating assets) and the value in use, or the present value of the expected
future financial flows that are expected to derive from the continuous use and possible
disposal of the cash generating units at the end of their useful life.
The value in use was determined by discounting the cash flows consistently with the economic
and financial forecasts prepared by the Companies. In order to determine the value in use of
the CGU, the discounted cash l flows of the 5 years of explicit projection are added to a terminal
value determined by discounting the expected perpetual income.
The cash flows projections were drawn up both by reflecting the past experience of the
companies and by appropriately evaluating the current economic situation on a prudential
basis.
The discount rate (WACC, weighted average cost of capital) applied to prospective cash flows,
revised to take into account the evolution of rates and the geographical composition of
revenues is indicated for each CGU in the table below, calculated taking into account
consideration of the sector in which the company operates, the destination markets for the
products, the fully operational debt structure and the current economic situation.

For the cash flows relating to the years following the explicit projection period, a g rate of 2
was assumed.
Consistently with the requirements of IAS 36, a sensitivity analysis was carried out to verify
whether a reasonably possible change in a basic assumption on which the Management based
the determination of the recoverable value of the CGU could cause the book value of the CGU
itself exceeds the recoverable value.
As at 31 December 2023, no losses in value emerge between the book value and the related
value in use (determined according to the Discounted Cash Flow methodology) as per the table
below






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Reportable Segment CGU's 2022
Goodwill
2022
CGU's 2023
Goodwill
2023
Carrying
Amount
Recoverable
amount/VIU
Headroom WACC
IWB Group Enoitalia S.p.A. 112,776
IWB Group Provinco Italia S.p.A 11,289
IWB Group Barbanera S.r.l 16,597
IWB Italia S.p.A.*
186,077
265,686
324,504
58,818
6.6%
IWB Group Giordano Vini S.p.A 43,719
IWB Group Prodive s.r.l. 447
Giordano Vini S.p.A
28,457
35,893
7,436
7.2%
IWB Group Raphael Dal Bo AG 12,854 Raphael Dal Bo AG 12,854 11,957 104,990 93,033 6.2%
IWB Group Enovation Brands Inc 17,061 Enovation Brands Inc 17,038 11,817 26,391 14,573 6.6%
IWB GROUP TOTAL 214,743 IWB GROUP TOTAL 215,969 317,917 491,778 173,861
The change in the CGUs structure compared to 2022 is explained by the corporate
reorganization explained on page 13.































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7. Land, property, plant and equipment
the change in tangible fixed assets is shown below
€thousand
PROPERTY, PLANT AND EQUIPMENT
Gross Value
Hystorical costs
01.01.2023 increases decreases
reclassification/oth
er changes
increases from
business
combination
31.12.2023
Land and buildings
40,198 512 - - - 40,710
Plant and equipments
55,583 1,472 (305) 355 - 57,105
Equipment
21,572 808 (2) (12) - 22,365
Other
7,609 115 (36) 123 - 7,812
Tangible assets under construction and advances
1,101 1,775 (317) (350) - 2,209
Right of use assets
29,888 1,559 - (3,268) - 28,179
Total hystorical costs
155,951 6,241 (660) (3,152) - 158,379
PROPERTY, PLANT AND EQUIPMENT
Accumulated depreciation
Accumulated depreciation
01.01.2023 amortizations decreases other changes
increases from
business
combination
31.12.2023
Land and buildings
(11,399) (766) - - - (12,166)
Plant and equipments
(39,965) (2,606) 206 20 - (42,345)
Equipment
(15,518) (1,002) 2 (21) - (16,540)
Other
(7,049) (197) 35 (115) - (7,327)
Tangible assets under construction and advances
- (0) - - - (0)
Right of use assets
(12,179) (3,790) - 3,254 - (12,714)
total accumulated depretiation
(86,110) (8,362) 243 3,138 - (91,092)

PROPERTY, PLANT AND EQUIPMENT
Net Value
Net Value 01.01.2023 increases decreases amortizations other changes 31.12.2023
Land and buildings
28,798 512 - (766) - 28,544
Plant and equipments
15,618 1,472 (99) (2,606) 375 14,760
Equipment
6,054 808 - (1,002) (33) 5,826
Other
560 115 (1) (197) 8 485
Tangible assets under construction and advances
1,101 1,775 (317) (0) (350) 2,209
Right of use assets
17,709 1,559 - (3,790) (14) 15,464
Total Net Value
69,840 6,241 (417) (8,362) (14) 67,287
the most significant increase from the point of view of actual acquisitions concerns the items:
- For Euro 1,141 thousand relating to investments in the automation and efficiency of the
Giordano production plants relating in particular to (i) new cellar layout (ii) bottling plant (iii)
labeling machine;
- For Euro 1,559 thousand the Enoitalia photovoltaic system in addition to Euro 140 thousand
for the renovation of the roof
- For 808 thousand euros relating to the new autoclaves.


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- For Euro Euro 357k for filters and gas balancers
- For Euro 1,559 relating to bottling machinery in the Montebello plant

7 B. Rights of use
The change in right-of-use assets broken down by underlying type is shown below.


Below are the financial items relating to existing leasing contracts divided by type:
- interest expense charged to the income statement on leasing liabilities;
- short-term and long/medium-term residual lease liabilities;
- the total outgoing financial flows.



Finally, we point out:
- the costs for leasing low-value assets charged to the income statement amount to Euro 428
thousand;
- the costs relating to the variable payments due for the leasing not included in the
measurement of the leasing liabilities amount to Euro 397 thousand.
€thousand
Right of use assets 01.01.2023 increases decreases amortizations other changes 31.12.2023
Land and buildings
13,163 (1,902) (14) 11,247
Plant and equipments
3,559 1,559 (1,547) 3,570
Equipment
890 (292) 598
Other
98 (49) 49
Total
17,709 1,559 - (3,790) (14) 15,464
€thousand
Interests Short term
Medium/long term
(within 5 years)
Long term
(over 5 years)
Cash Out
Land and buildings
(337) (1,867) (9,337) (851) (1,928)
Plant and equipments
(70) (958) (1,549) - (1,543)
Equipment
(43) (246) (349) - (311)
Other
(8) (35) (22) - (56)
Total
(458) (3,106) (11,256) (851) (3,838)



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90 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
90 |

8. Equity investments
The Equity investments item is detailed as follows.
Amounts in Euro
Country
31.12.2023 31.12.2022
Other companies
BCC di Alba e Roero Italy 258 258
Consorzio Conai Italy 675 675
Unione Italiana Vini Scarl Italy 516 516
Consorzio Natura è Puglia Italy 500 500
Consorzio Granda Energia Italy 517 517
Banca Alpi Marittime C.C. Carrù Scpa Italy 293 293
Garzan Italy
Banca Valdichiana Italia 1,100 1,100
Banca Tema Italia 1,250 1,250
Total 5,109 5,109



9. Other not current activities
the item Other non-current assets is detailed as follows.
€thousand
31.12.2023 31.12.2022
Refund of IRAP credits (DL no. 201 of 2011) - 179
Security deposits 235 251
Others - -
Total 235 430



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10. Deferred Taxes
Deferred taxation, both active and passive, arises from the following temporary differences.
Amounts at 31 december 2023
Euro thousand
Description Tax base Tax rate Balance
Losses carried forward
1,345 27.20% 366
Tangible and intangible fixed assets
209 27.90% 58
Provision for risks and charges
153 24.00% 37
Provisions for returs and inventory write down
2,999 27.90% 837
Provision for bads debts
2,935 24.00% 704
Remuneration of directors
2,165 24.00% 520
Exchange rate adjustment
82 24.00% 20
Maintenance
113 24.00% 27
Membership fees deductible in cash
431 27.90% 120
Others
21 24.00% 5
Total Deferred tax assets 2,694
Description
Business combination/Goodwill
25,185 27.90% 7,027
Tangible and intangible fixed assets
8,728 27.90% 2,435
Exchange rate adjustment
123 24.00% 30
Total Provision for deferred taxes 9,491
Amounts at 31 december 2022 Restated
Euro thousand
Description Tax base Tax rate Balance
Tangible and intangible fixed assets
376 27.90% 105
Provision for risks and charges
1,767 24.00% 424
Provisions for returs and inventory write down
1,381 27.90% 385
Provision for bads debts
2,827 24.00% 678
Remuneration of directors
500 24.00% 120
Exchange rate adjustment
310 24.00% 74
Provision for pensions
456 27.90% 127
Others
154 24.00% 37
Total Deferred tax assets 1,951
Description
Business combination/Goodwill
25,708 27.90% 7,173
Tangible and intangible fixed assets
8,109 27.90% 2,262
Total Provision for deferred taxes 9,435



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Amounts at 31 december 2022
Euro thousand
Description Tax base Tax rate Balance
Tangible and intangible fixed assets
376 27.90% 105
Provision for risks and charges
154 24.00% 37
Provisions for returs and inventory write down
1,381 27.90% 385
Provision for bads debts
2,827 24.00% 678
Remuneration of directors
500 24.00% 120
Exchange rate adjustment
310 24.00% 74
Provision for pensions
456 27.90% 127
Others
154 24.00% 37
Total Deferred tax assets 1,564
Description
Business combination/Goodwill
25,708 27.90% 7,173
Tangible and intangible fixed assets
8,109 27.90% 2,262
Total Provision for deferred taxes 9,435

11. Inventory
The details are shown below.
€thousand
31.12.2023
Restated
31.12.2022
31.12.2022
Raw materials and consumables 8,505 10,105 10,105
Semi- finished products 43,742 56,291 57,904
Finished products 23,924 29,963 29,963
Advances 2,381 4,843 4,843
Total 78,552 101,202 102,815
*Restated 31/12/2022: The amount relating to the goodwill of Barbanera s.r.l. and Fossalto s.r.l. as of 31/12/2022 increased by
Euro 1,226 thousand compared to what was recorded in the financial statements as of 31 December 2022 as a result of a detailed
evaluation of the raw materials which revealed that some types of wine, acquired by the company in the period 2018-2021 were
no more aligned with the fair value at the acquisition date. The different evaluation is essentially due to the natural evolution of
the product which may be attributable to the impossibility of storing it in a suitable manner due to the absence of tanks with a
capacity compatible with the existing inventories. These different factors compared to those expected constitute new information
learned on facts and circumstances existing at the acquisition date which, if known, would have influenced the measurement of
the amounts recognized on that date. The counterbalance is accounted for in the inventory which decreased by Euro 1,613
thousand and in deferred taxes which decreased by Euro 387 thousand.




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93 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
93 |
Individual entries include:
- the components for the production of bottles (glass, caps and labels), packaging, wine
products (raw materials);
- foodstuffs, bulk and bottled wine, liqueurs (semi-finished);
- packaging and gadgets (finished products).
The significant decrease compared to 2022 was obtained through better planning of supply
chain activities and constitutes a first benefit of the corporate integration which simplifies the
unitary management of production management and procurement activities intended for
sales.
The book value of inventories is shown net of a write-down provision of 1,893 thousand, the
movements of which in the period are shown below.
€thousand
Provision at 01.01.2023 3,035
Provisions (967)
Increase from business combination
0
Amount used (174)
Provision at the end of the period 1,893
The uses mainly refer to the disposal of food products that have reached their expiry date and
platforms. The increase, compared to 12/31/22, is determined by the revision of the fair value
of the Barbanera warehouse referred to in Note above*

12. Trade Receivables
Trade receivables as of 31 December 2023 and 31 December 2022 are detailed below.
€thousand
31.12.2023 31.12.2022
Trade receivables 56,173 65,416
Provision for bad debts (4,043) (3,816)
Total 52,130 61,599


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During the 2023 financial year, the provision for bad debts had the following movements.
€thousand
31.12.2023
Provision at 01.01.2023 3,816
Provisions 1,611
Increase from business combination 0
Amount used (1,385)
Provision at the end of the period 4,043
The provisions were made based on the estimate of the presumed realizable value of the
receivables, also in light of the possible risks of total or partial uncollectability of the same and
according to economic-statistical criteria, in compliance with the principle of prudence.
Furthermore, the funds are deducted in the accounts as a flat-rate and indistinct deduction
from the total item.
Specifically, for the write-down of receivables relating to the "distance selling" division, the
Group applies a simplified approach, calculating the expected losses over the entire life of the
receivables starting from the moment of initial recognition. The Group uses a matrix based on
historical experience and linked to the aging of the receivables themselves, adjusted to take
into account forecast factors specific to some creditors.
The receivables of the Wholesales and Ho.re.ca division are covered by insurance.
There are no receivables with a contractual duration exceeding 5 years.




13. Other Current Assets
The other assets at 31 December 2023 and 31 December 2022 are detailed as per the following
table:
€thousand
31.12.2023 31.12.2022
Security deposits 441 453
Others 6,977 4,691
Advances to suppliers 222 371
Accruals and prepayments 670 568
Total 8,311 6,083
The item others mainly includes receivables from factors (Enoitalia) amounting to Euro 6,759
thousand.





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14. Current tax assets
Tax credits as of 31 December 2023 and 31 December 2022 are detailed as per the following
table:
€thousand
31.12.2023 31.12.2022
VAT receivables 0 1,620
Tax Credit 1,387 1,814
Others 287 60
Total 1,674 3,493
The reduction to 0 of the VAT credit derives from a better management of the declarations of
intent which allowed the "consumption" of the credit, contributing to the improvement of the
net financial position for a corresponding amount.
With effect from the 2016 financial year, the Parent Company (together with the subsidiaries
Giordano Vini S.p.A., and Provinco Italia S.p.A. and Enoitalia S.p.A.) has opted for the national
IRES tax consolidation regime, the effects of which are also reported in the economic and
financial results as at 31 December 2023 .
Participation in the tax consolidation is governed by specific regulations which are in force for
the entire period of validity of the option.
In summary, the economic relationships of the tax consolidation are defined as follows:
- in relation to financial years with positive taxable income, the subsidiary companies pay to
the Consolidating Company the greater tax owed to the Treasury by the latter;
- consolidated companies with negative taxable income receive compensation from the Parent
Company corresponding to 100% of the tax savings achieved at Group level accounted for on
an accrual basis. The compensation is instead paid only when it is actually used by the Parent
Company, for itself and/or for other Group companies;
- in the event that the Parent Company and its subsidiaries do not renew the option for the
national consolidation, or in the event that the requirements for the continuation of the
national consolidation cease to exist before the three-year period of validity of the option, the
tax losses reportable resulting from the declaration are attributed to the consolidating
company or body.
Enoitalia S.p.A. it became part of the Group consolidation starting from the tax return as of 31
December 2023.





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96 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
96 |
15. Cash and Cash Equivalent
Cash and cash equivalents as of 31 December 2023 and 31 December 2022 are detailed as per
the following table.
€thousand
31.12.2023 31.12.2022
Bank deposits 69,250 59,779
Postal deposits 1,628 1,229
Cheques 0 18
Cash 22 23
Total 70,900 61,049


16. Shareholders' equity
The Group shareholders' equity is made up as follows
Amounts in EUR
31.12.2023 31.12.2022
Share capital 1,124,468 1,124,468
Legal reserve 209,253 209,253
Share premium reserve 136,137,072 136,137,072
Reserve for actuarial gains on defined benefit plans (63,762) (22,659)
Reserve for stock grants 789,694 65,947
Reserve for translate 465,766 214,032
Reserve for the purchase of treasury shares (1,243,417) (258,760)
Other reserves 9,775,605 5,976,062
Prior profits/(losses) 46,203,906 38,992,842
Profit/(loss) of the period 16,300,463 11,242,499
Total reserves 208,574,580 192,556,287
Total Group shareholders’ equity 209,699,049 193,680,755
Shareholders’ equity of NCIs (208,671) (366,135)
Total shareholders’ equity 209,490,377 193,314,619
Share capital
As of 31 December 2023, the share capital of Italian Wine Brands is equal to Euro 1,124,468
divided into no. 9,459,983 ordinary shares, all without indication of par value.



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97 |


• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held on second call on
26 July 2021, approved the proposal to increase the share capital by payment and indivisibly,
for the total amount of Euro 45,500,000.00 (of which Euro 166,412.10 as capital and Euro
45,333,587.90 as a surcharge). The Reserved Capital Increase involves the issuance of a total
of no. 1,400,000 new ordinary shares of the Company, without nominal value, at the unit
subscription price of Euro 32.50 (including premium), with exclusion of the option right
pursuant to article 2441, paragraph 5 of the Civil Code, from reserve for subscription to Gruppo
Pizzolo S.r.l. and released in cash also through compensation.
The Reserved Capital Increase is part of an investment operation by IWB, which involves the
acquisition by the Company of the entire share capital of Enoitalia S.p.A. (“Enoitalia”) and the
reinvestment of Gruppo Pizzolo, majority shareholder of Enoitalia, in the share capital of IWB
through the subscription and release in cash, also through compensation, of the Reserved
Capital Increase
The acquisition transaction was completed on July 27, 2021.
• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held on second call on
16 December 2022, approved the new proposal to increase the subscribed and paid-up share
capital following the execution of the paid and indivisible share capital increase, for the total
amount of Euro 26,316,240, 00 (of which Euro 78,203.00 as capital and Euro 26,238,037.00 as
share premium) through the issue of a total of no. 657,906 new ordinary shares of the
Company (ISIN: IT0005075764), without par value, at the unit subscription price of Euro 40.00
(including premium), with exclusion of the option right pursuant to art. 2441, paragraph 5 of
the Civil Code, reserved for subscription to Holding Marco Barbanera S.r.l. (“HMB”) and
Holding Paolo Barbanera S.r.l. (“HPB”).
The Reserved Capital Increase is part of the IWB investment operation announced on 22
November 2022 and completed on 22 December 2022, which envisaged: (i) the acquisition by
the Company of the entire share capital of Barbanera S.r.l. (“Barbanera”) and Fossalto S.r.l.
(“Fossalto”, together with Barbanera the “Target”), (ii) the reinvestment of HPB and HMB,
shareholders of the Targets, in the share capital of IWB through the subscription and release
in cash, also through compensation, of the Capital Increase Reserved.
The certification of the execution of the Reserved Capital Increase pursuant to art. 2444 of the
Civil Code was filed with the Company Register of Milan Monza Brianza Lodi on 22 December
2022.

Reserves
The share premium reserve was generated by the listing operation, which took place in 2015
and increased as a result of the capital increases as described in the previous paragraph.
The reserve for defined benefit plans is generated by the actuarial profits/(losses) deriving
from the valuation of severance pay pursuant to IAS 19 accumulated.



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98 |

As of December 31, 2023, the Parent Company holds n. holds no. 65,259 ordinary shares,
representing 0.69% of the ordinary share capital which contributed to increasing:
- the treasury share purchase reserve;
- the stock grant reserve.
Minority interests refer to the minority interests in Enovation Brands Inc. held respectively by
Giovanni Pecora (10%) and Alberto Pecora (5%).
The reconciliation statement between the equity and results of the parent company and the
consolidated ones is set out below.
Amounts in EUR
31.12.2023
Profit/(loss)
for the period
Shareholders’
equity
Shareholders' equity IWB SpA - IFRS standards 6,856,302 178,937,566
Elimination of carrying amount of consolidated equity investments:
Carrying amount of consolidated equity investments (262,586,202)
Pro-quota share of consolidated equity investments net of consolidation
differences
24,157,088 293,753,317
Dividends from subsidiaries (14,766,019) -
Consolidation adjustments for transactions between consolidated
companies
53,092 (405,631)
Group shareholders' equity and profit/(loss) for the period 16,300,463 209,699,049
Minority interests 157,461 (208,671)
Consolidated shareholders' equity and profit/(loss) 16,457,924 209,490,377



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99 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
99 |


17. Financial liabilities
The situation al 31 December 2023 is the following.
€thousand
31.12.2023
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - 131,248 - 131,248
Short-term unsecured loans 7,034 - - 7,034
Revolving loans 20,000 - - 20,000
Other loans in addition to e.g. unsecured loans
878 7,217 - 8,095
Financial accrued expenses and charges to be settled
893 - - 893
Total Banks 28,806 7,217 - 36,023
Payables to factoring companies - - - -
Deferred price acquisitions - 4,405 - 4,405
Other financial loans - 467 - 467
Total other lenders - 4,872 - 4,872
Total 28,806 143,337 - 172,142
The situation of the Group's financial debts as of 31 December 2022 is reported below for
comparison.
€thousand
31.12.2022
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - 131,018 - 131,018
Short-term unsecured loans 14,280 - - 14,280
Revolving loans 23,500 - - 23,500
Other loans in addition to e.g. unsecured loans
878 12,947 - 13,825
Financial accrued expenses and charges to be settled
170 - - 170
Total Banks 38,828 12,947 - 51,774
Payables to factoring companies 0 - - 0
Deferred price acquisitions - 7,621 - 7,621
Other financial loans - 807 - 807
Total other lenders 0 8,428 - 8,428
Total 38,828 152,393 - 191,221




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100 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


100 |





The following table shows changes in financial liabilities.
€thousand
31.12.2022
Disbursements /
Other changes
Refunds / Other
changes
Fair value
adjustment
Operating
costs/expenses
31.12.2023
Bond 131,018 3,479 (3,250) 131,248
Short-term unsecured loans 14,280 3,000 (10,246) 7,034
Revolving loans 23,500 (3,500) 20,000
Other loans in addition to e.g. unsecured loans
13,825 (5,730) 8,095
Financial accrued expenses and charges to be settled
170 893 (170) 893
Total Banks 51,774 3,893 (19,646) - - 36,022
Payables to factoring companies 0 - (0) -
Deferred price acquisitions 7,621 (3,217) 4,405
Other financial loans 807 (339) 467
Total other lenders 8,428 - (3,556) - - 4,872
Total 191,221 7,373 (26,452) - - 172,142
Bank debt as of 31 December 2023 consists of the following loans:
• Senior, non-convertible, non-subordinated and unsecured bond of Euro 130 million issued
by Italian Wine Brands S.p.A. on 13 May 2021 with a duration of 6 years (expires 13 May
2027), bullet repayment, fixed annual rate of 2.50%, with annual payment of interest. The
bond is listed on the MOT market managed by Borsa Italiana and on the Irish Stock
Exchange managed by Euronext Dublin.

• “Revolving” medium-term loan signed on 30 July 2021 with BPM and with the Group
companies as beneficiaries on the subscription date. As of 31 December 2023, the loan has
been used for Euro 15 million by the subsidiary Giordano Vini S.p.A. The loans have a
quarterly maturity and a rate equal to the 3M Euribor plus a spread of 1.3%. Maximum
duration 36 months.

• Revolving loan granted by Banca d'Alba to the subsidiary Giordano Vini S.p.A for Euro 1.5
million, to be renewed quarterly with a rate of 3.8%.

• Medium-term loan granted on 28 February 2022 by Intesa San Paolo to the subsidiary
Giordano Vini S.p.A. for an amount of euro 2 million, repayable in quarterly installments
and scheduled for repayment on 28 February 2027, at a rate equal to the 3M Euribor plus
a spread of 1.45%. The residual debt at 31 December 2023 valued using the amortized cost
method amounts to Euro 1.3 million.

• Medium-term loan disbursed on 26 February 2021 by Credit Agricole to the subsidiary
Giordano Vini S.p.A., for an amount of 2.4 million repayable in quarterly installments and
repayment scheduled for 26 February 2026, at a rate equal to the increased 3M Euribor
from a spread of 1.00%. The residual debt at 31 December 2023 valued using the amortized
cost method amounts to Euro 1.1 million.







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101 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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• An IRS-OTC derivative contract was stipulated for the aforementioned loan to cover the
interest rate risk for the entire duration of the loan; this contract provides for an exchange
of flows between the Company and Credit Agricole defined on the basis of the residual
amount of the underlying loan in each given period; the Mark To Model value of the
derivative is positive by Euro 42.7 thousand.
• “Revolving” short-term loan provided to the subsidiary Giordano Vini S.p.A. from Crédit
Agricole for an amount of Euro 5 million, with a quarterly maturity and a rate equal to the
3M Euribor increased by a spread of 1%.
• Medium-term loan disbursed on 4 October 2022 by Credito Emiliano to Giordano for an
amount equal to 1.5 million repayable in monthly installments and scheduled repayment
on 4 April 2024, at a rate equal to the 3M Euribor increased by a spread of 0.95%. The
residual debt at 12/31/2023 valued using the amortized cost method amounts to Euro 341
thousand.
• 2 Loans for a total of Euro 941 thousand granted to Giordano S.p.A. from Simest on
development projects:
o 800 thousand disbursed on 01/28/2022 to be repaid by 12/31/2028 with a pre-
amortization period of 36 months and a rate of 0.55%;
o 141 thousand disbursed on 04/06/2022 to be repaid by 12/10/2025 with a pre-
amortization period of 12 months and a rate of 0.055% (residual at 12/31/2023 Euro 141
thousand).
• Unsecured mortgage contracted on 20 September 2021 by Provinco Italia S.p.A. with
Emilian Credit of Euro 1.5 million repayable with deferred quarterly installments and
repayment scheduled for 20 September 2024 at a fixed rate of 0.8% per annum. The
residual debt at 31 December 2023 is equal to Euro 378 thousand.
• Unsecured mortgage contracted on 29 June 2022 by Provinco Italia S.p.A. with Unicredit
for an amount of Euro 5.0 million repayable with deferred quarterly installments and a
total duration of 36 months supported by an EIB guarantee. The rate is equal to the 3M
Euribor plus a spread of 1.4%. The residual debt at 31 December 2023 is equal to Euro 2.5
million. The resolution includes the availability of a Revolving line equal to Euro 5.0 million
with a duration of 36 months which as of 31 December 2023 has not yet been used.
• Short-term financing, contracted by Provinco Italia S.p.A. with Credito Emiliano S.p.A. on 5
October 2022 for an amount of Euro 2 million. Interest rate equal to the 1-month Euribor
increased by a spread of 0.4%. Duration: maximum 1 year, with renewal. Refund method:
at any time, without penalties for the customer. The residual debt at 31 December 2023 is
equal to Euro 2 million.
• “Revolving” short-term financing provided to the subsidiary Provinco S.p.A. from Crédit
Agricole for an amount of Euro 3 million, with a quarterly maturity and a rate equal to the
3M Euribor on the day of initiation plus a spread of 1%.




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102 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023


102 |



• Loan for a total of Euro 63 thousand granted to Provinco Italia S.p.A. by Simest on
development projects, to be repaid by 11/19/2025 at a rate of 0.55% (residual at
12/31/2023 Euro 53 thousand).

• Line granted by Credito Emiliano to Enoitalia SpA for an amount equal to Euro 1.5 million
at a rate equal to the 3M Euribor increased by a spread of 0.75%, residual value at
12/31/2023 Euro 839 thousand .

• Unsecured mortgage contracted on 30 March 2021 by Barbanera S.r.l. with Intesa
SanPaolo of Euro 1.0 million repayable in monthly installments and a total duration of 6
years. The rate is equal to the 1M Euribor plus a spread of 0.7%. The residual debt at
12/31/23 was Euro 813 thousand.

• Unsecured loan contracted on 26 July 2018 by Barbanera S.r.l. with Credit Agricole of Euro
1.5 million repayable in half-yearly installments and a total duration of 4 years. The rate is
equal to the 6M Euribor plus a spread of 0.5%. The residual debt at 31 December 2023 is
equal to Euro 187 thousand.


• The Deferred Price for the acquisition of Enovation Brands Inc. refers to the unconditional
Consideration to be paid to the sellers and for which a deferred payment has been agreed
respectively equal to (i) USD 3.3 million no later than 10 January 2023 (ii) USD 3.3 million
no later than 10 January 2026 (iii) USD 1.4 million no later than 1 May 2024. The debt is
reduced by USD 927 thousand in consideration of the repayment expected to the pursuant
to art. 8 of the loan agreement as a result of the fraud that emerged in the company's
accounts during the preparatory activities for the preparation of the consolidated financial
statements. For further details, please refer to paragraph 2.2 Significant events that
occurred during the year.

• The earn out of a total of Euro 1,000,000.00 to be paid pro-rata to Holding Marco
Barbanera and Holding Paolo Barbanera in the first half of 2024 in the presence of an
increase in the average Ebitda for the two-year period 2022-2023 compared to 2021 for
the company Barbanera S.r.l. and Fossalto S.r.l.

• As regards the IRS-OTC, the criterion used for measurement and evaluation at the end of
the year is the mark to market prepared by the credit institution. Future flows are
calculated based on the FWD curve of the Eur3M at 12/29/23 and discounted by applying
the relevant coefficients to the future nettings obtained, so as to obtain the current value
at 12/29/23 of the derivative instrument:
euro thousand
2023 2022
Statement of financial position
42,7 84
Income Statement
-41,3 108





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103 |





Financial payables are recorded in the balance sheet at the value resulting from the application
of the amortized cost, determined as the initial fair value of the liabilities net of the costs
incurred to obtain the financing, increased by the cumulative amortization of the difference
between the initial value and the one at maturity, calculated using the effective interest rate
where the application of the amortized cost method is not irrelevant compared to the nominal
value.
The aforementioned financing contracts include terms and conditions usually observable in
the marketplace in similar type of instruments. For example: (i) provision of a financial
covenant (calculation envisaged at Italian Wine Brands Group level) based on the trend of
certain financial parameters at consolidated Group level; (ii) information obligations in relation
to the occurrence of significant events affecting the Company, as well as corporate
information; (iii) commitments and obligations, usual for financing operations of this kind, such
as, by way of example, limits on the assumption of financial debt and the sale of one's assets,
prohibition on distributing dividends or reserves where certain financial parameters are not
respected.
The 'Lease liabilities' relate to the entry into force from 01 January 2019 of the accounting
standard IFRS 16 which provided for the registration of lease contracts in the accounts by
indicating in the non-current assets the amount corresponding to the " Right of use” as a
counterpart to a liability calculated as the present value of future cash disbursements inherent
to the contract itself.
For details, please refer to paragraph 7 B. Rights of use assets.















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Determination of the adjusted Ebitda for the purposes of the Covenant
"Terms and Conditions" of the bond define that on an annual basis the Group determines the
"Consolidated net financial leverage ratio" as the ratio between:
(i) Net financial position of the Group and
(ii) Adjusted EBITDA (consolidated)
This ratio which constitutes the so-called "financial covenant" must be equal to 3.5X (or 4 in
the event that during the year the Group has completed acquisitions for an Enterprise value of
at least 30 million euros)
In 2023 financial year
a) The net financial position is equal to: Euro 115.9 million
b) The adjusted Ebitda is equal to Euro 44.3 million
c) Covenant is equal to 2.62

Any failure to achieve the parameters would not constitute an Event of Default.
















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105 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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18. Termination benefits
Defined contribution plans
In the case of defined contribution plans, the Company pays contributions to public or private
insurance institutions on the basis of a legal or contractual obligation, or on a voluntary basis.
With the payment of contributions the Group fulfills all its obligations.
Payables for contributions to be paid at the closing date are included in the item "Other current
liabilities"; the cost pertaining to the period accrues on the basis of the service provided by the
employee and is recorded under the item "Personnel costs" in the relevant area.
Defined benefit plans
The plans in favor of employees, which can be configured as defined benefit plans, are
represented by severance pay (TFR); the liability is instead determined on an actuarial basis
with the "unit credit projection" method. The actuarial profits and losses determined in the
calculation of these items are shown in a specific equity reserve. The movements in the TFR
liability as of 31 December 2023 are shown below.
€thousand
31.12.2023 31.12.2022
Provision at 01.01. 1,444 1,212
Provisions 234 91
Increases from business combinations 0 427
Increases from transactions “under common control”
0 0
Advances paid during the period
0 0
Benefits paid out in period
(102) (227)
Actuarial (gains)/losses
41 (55)
Financial costs 37 (4)
Provision at the end of the period 1,654 1,444
The "provision for costs for employee benefits" component, "contribution / benefits paid" are
recorded in the income statement under the item "Personnel costs" in the relevant area. The
“financial expenses / (income)” component is recognized in the income statement under the
item “Financial income (expenses)”, while the “actuarial profits/(losses)” component is shown
among other comprehensive income and included in a net equity reserve called “Reserve for
defined benefit plans”.
The main actuarial assumptions used are the following.
Actuarial assumptions 31.12.2023 31.12.2022
Discount rate 3.67% 3.01%
Inflation rate 1.59% 4.53%
Expected average turnover 9.09% 8.87%


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19. . Provision for risks and charges
During the period the item changed as follow:
€thousand
31.12.2023
Non- current Current Total
Provision at 01.01.2023 288 0 288
Provisions 24 0 24
Increase by business combination 0 0 0
Releases 0 0 0
Amounts used (12) 0 (12)
Provision at the end of the period 301 0 301
€thousand
31.12.2022
Non- current Current Total
Provision at 01.01.2022 334 0 334
Provisions 54 0 54
Increase by business combination 8 0 8
Releases 0 0 0
Amounts used (108) 0 (108)
Provision at the end of the period 288 0 288
Non-current liabilities include:
• a provision of Euro 147 thousand relating to potential liabilities relating to the
supplementary indemnity of agent customers set aside by Provinco Italia S.p.A.
determined taking into account the collective economic agreements and the
maximum limit of the art. 1751 of the Italian Civil Code;
• a provision of Euro 154 thousand for a legal case against a former "agent" set aside
by Enoitalia S.p.A.


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20. Trade Payables
This item includes all debts of a commercial nature which have the following geographical
distribution.
€thousand
31.12.2023 31.12.2022
Suppliers Italy 108,318 129,563
Suppliers Foreign markets 5,472 7,154
Total 113,790 136,717



21. Other current liabilities
Other liabilities are made as follow:
€thousand
31.12.2023 31.12.2022
Employees 4,074 3,608
Social security institutions 1,635 1,377
Directors 999 52
Accruals and deferred income
3,458 3,175
Others 593 727
Total 10,759 8,938
Debt toward employees mainly includes salaries for the month of December 2023 paid in
January 2024 and deferred fees for holidays and holidays accrued and not yet taken.
The deferred income item is mainly made up of the share pertaining to future financial years
of the plant grants obtained for Industry 4.0 projects and tax credits relating to Enoitalia.
The item Other mainly includes: advances from customers for Euro 155 thousand; debts to the
board of auditors for Euro 84 thousand and Euro 200 thousand relating to ongoing disputes.



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22. Current Tax liabilities
The item is made as follow:
€thousand
31.12.2023 31.12.2022
VAT 2,416 2,133
IRES 846 385
IRPEF withholding tax 809 770
IRAP 274 (241)
Excise duties 65 6
Other taxes (195) (143)
Total 4,216 2,910


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23. Revenues from sales and Other Income
Revenues from sales and other income as of 31 December 2023, compared with those of the
previous period, are detailed below.


€thousand
31.12.2023 31.12.2022
Revenues from sales - Italy 67,380 70,625
Revenues from sales - Foreign markets 361,500 318,593
UK 104,473 95,365
Germany 66,616 56,399
Switzerland 40,857 42,039
US 31,646 29,216
Austria 17,009 16,415
France 16,709 13,888
Poland 11,495 7,486
Netherlands 8,744 5,643
Belgium 7,521 7,657
Canada 7,444 5,818
Ireland 7,260 5,480
Denmark 6,430 7,139
Sweden 2,624 1,814
China 1,808 1,336
Hungary 1,728 1,732
Other countries 29,136 21,167
Other Revenues 247 1,436
Total Revenues from sales 429,127 390,654
€thousand
31.12.2023 31.12.2022
Capital gain 9 16
Contributions and tax credits 1,437 2,749
Rentals granted 466 426
Chargebacks 116 408
Contingency Income 1,037 1,402
Others 1,344 574
Total Other income 4,410 5,574


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24. Purchase costs
The costs for purchases are divided as follows:
€thousand
31.12.2023 31.12.2022
Provinco Italia S.p.A. 37,877 45,351
Giordano Vini S.p.A. 28,913 36,629
Enoitalia S.p.A. 184,293 182,693
Enovation Brands Inc 1,866 1,034
Barbanera S.r.l. 15,309 0
Raphael Dal Bo AG 3,587 6,083
IWB S.p.A. 3 1
Total
271,847 271,790


25. Costs for services
The costs for services as of 31 December 2023, compared with those of previous periods, are
detailed below.
€thousand
31.12.2023 31.12.2022 31.12.2021
Services from third parties 17,985 19,755 19,750
Transport 17,769 18,518 17,174
Postage expenses 3,566 3,921 4,119
Fees and rents 1,836 1,138 1,001
Consulting 3,044 2,175 2,539
Advertising costs 1,826 1,183 1,098
Utilities 3,201 5,582 1,776
Remuneration of Directors, Statutory Auditors and Supervisory Body
3,630 1,514 2,664
Maintenance 2,003 1,775 1,313
Costs for outsourcing 7,169 7,721 8,984
Commissions 3,176 1,599 898
Other costs for services 8,457 6,532 2,893
Total 73,662 71,414 64,209



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The remuneration of directors, statutory auditors and the supervisory body is detailed as
follows.
€thousand
31.12.2023 31.12.2022
Directors 3,410 1,342
Statutory auditors 162 141
SB 58 31
Total 3,630 1,514

It should be noted that, during 2023, the fees for the Auditing Firm are divided as follows
€thousand
Audit Consulting
Holding 56 0
Subsidiaries 137 3
Total 193 3







26. Personnel costs
Personnel costs at 31 December 2023, compared with those of the previous year, are detailed
below:
€thousand
31.12.2023 31.12.2022
Wages and salaries 17,452 14,897
Social security charges 4,811 4,284
Termination benefits 842 732
Stock grant 130 0
Administration cost 2,264 1,756
Other costs 155 114
Total 25,654 21,783





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The following table shows the number of employees.
At Average no At Average no
31.12.2023 31.12.2023 31.12.2022 31.12.2022
Executives 7 8 8 8
Middle managers 20 21 23 23
Employee 211 210 202 205
Workers 138 141 140 144
Total
376 380 373 379



27. Other operating costs
€thousand
31.12.2023 31.12.2022
Capital losses 33 31
Other taxes 385 366
Damages, penalties/fines 82 48
Concessions and licenses 255 237
Extraordinary Costs 458 1,185
Others 434 249
Total 1,647 2,116


28. Devaluation
The item essentially refers to the subsidiary Giordano Vini S.p.A. and concerns the write-down
of trade receivables recorded in the period


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29. Financial income and expenses
Financial income and expenses are detailed in the following tables.




In detail, interest on loans includes:
• interest expense on medium-long term loans;
• interest paid on bank current accounts mainly relating to the use of current account
overdrafts with various banking institutions;
• realized exchange differences and end-of-period adjustments relating to currency items;
• bank commissions and expenses including those for sureties.
€thousand
31.12.2023 31.12.2022
Bond interests (3,479) (3,473)
Loans (1,460) (424)
Lease liabilities (458) (381)
Bank current accounts (483) (142)
Financial instruments (42) 108
Factoring (1,084) (321)
Bank fees and charges (385) (434)
Exchange rate gain/(loss) (1,254) (1,771)
Others (641) (202)
Total (9,288) (7,040)


€thousand
31.12.2023 31.12.2022
On current accounts 268 22
Exchange rate gain/(loss) 1,181 1,494
Others 41 6
Total 1,490 1,522







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30. Taxes
The taxes at 31 December 2023 compared with those of the previous year are detailed below
€thousand
31.12.2023 31.12.2022
IRES (2,308) (2,490)
IRAP (946) (471)
Taxes for prior periods (212) (224)
Total current taxes (3,465) (3,185)
Prepaid taxes 380 12
Deferred taxes (31) 511
Total deferred taxes 349 523
Total (3,116) (2,662)



31. Agreements with Related parties
The operations carried out fall within normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
In summary we note:
(i) a commercial leasing contract stipulated on 1 February 2012 between Provinco Italia S.p.A.
and Provinco S.r.l. pursuant to which Provinco S.r.l. has leased to Provinco Italia S.p.A. the
property located in Rovereto (TN) – Via per Marco, 12/b; the lease has a duration of six years
(until 31 January 2018) with tacit renewal for the same period unless canceled 12 months
before the expiry; the agreed fee is equal to Euro 60 thousand per year indexed to the ISTAT
index plus VAT. For 2023 the fee was Euro 69,067.14.
(ii) a service contract with Electa SpA regarding support for investor relations activities for an
amount of Euro 40 thousand on an annual basis.
The relationships described above are regulated at market conditions.
It should also be noted that, as detailed in the paragraph Significant events that occurred after
the end of the half-year, it should be noted that on 28 August 2023 the agreements were
finalized between:
• IWB S.p.A and Norina S.r.l;
• IWB S.p.A and the Brothers Giovanni and Alberto Pecora.


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aimed on the one hand (i) at formalizing the recognition, in favor of IWB S.p.A, of the amounts
deriving from the fraud perpetrated to the detriment of Enovation Brands Inc (which occurred
on dates prior to the closing) both in terms of amount and in terms of dates and methods of
disbursement in line with the amounts included in the financial statements as at 31 December
2022 (ii) and to redefine the time terms for the recognition of the conditions for the fulfillment
of the deferred price relating to the acquisition of Enovation Brands Inc. (from the average
Ebitda of the two-year period 2022/ 2023 to the average Ebitda of the two-year period
2024/2025). At the same time and consistently, the deadline for payment of the third tranche
of the Enovation stake acquired by Norina S.r.l. was extended from 10 May 2024 to 10 May
2026.
The signing of the contracts was preceded by the favorable opinion of the independent
Director as the amendment qualifies as a transaction with related parties "of minor
importance" pursuant to and for the purposes of the "Procedure for transactions with related
parties" adopted by the Company and of the Regulation approved with Consob resolution no.
17221/2010.
Please note that the Parent Company IWB has adopted and follows the related Related Party
Procedure in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.


32. Atypical and unusual operations

Pursuant to Consob communication no. DEM/6064293 of 28 July 2006, during the period the
Group did not carry out atypical or unusual operations, as defined by the communication itself,
according to which atypical and/or unusual operations are those that, due to their
significance/relevance, the nature of the counterparties, the object of the transaction, the
method of determining the transfer price and the timing of the event, may give rise to doubts
regarding: the correctness/completeness of the information in the financial statements, the
conflict of interest, the safeguard of the company's assets, the protection of non-controlling
interests.
33. Law for the market and competition (L04/08/2017 n.124 paragraph 125)
In compliance with the obligation of transparency referred to in paragraph 125 of the art. 1
of Law 124/2017, the contributions collected in 2023 are reported below:
(i) OCM contributions for market promotions for Euro 323,917;
(ii) tax credit for heavy consumption of methane gas for Euro 65,073 (DL 115/2022 – DL
144 and 176/2022 – DL 197/2022);
(iii) tax credit for electricity for Euro 192,246 relating to (DL 144 and 176/2022 – DL
197/2022);
(iv) Brexit contribution of Euro 138,216;
(v) advertising contribution of Euro 9,604.


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34 Significant events
34.1 Significant events occurred during the year
In January 2023, as part of the activities aimed at closing the consolidated financial statements
as of 31 December 2022, a fraud emerged which affected the accounts of the company
Enovation Brands Inc starting from years prior to the acquisition by the IWB Group:
(i) the amount prior to the closing is regulated pursuant to the declarations and guarantees of
the share purchase agreement (SPA) and has been consequently deducted from the
acquisition price;
(ii) the amount following the closing, net of the tax benefit and the third party share, is equal
to Euro 457 thousand and was accounted for in the financial statements closed on 31
December 2022.
On 27 April 2023 the Shareholders' Meeting in second call resolved:
• the 2023–2025 Incentive Plan which aims to (i) aligning the interests of executive directors
and managers with strategic responsibilities with those of shareholders, allowing the pursuit
of important economic-financial targets (ii) retain the beneficiaries within the group; and (iii)
develop a sense of belonging for key resources through the attribution of tools representing
the value of the Company.
• the authorization to purchase and dispose of treasury shares for the purpose of providing
the Company with a stock of treasury shares to be allocated to service the Incentive Plan, as
consideration in extraordinary operations - including the exchange of shareholdings with
other parties, in the scope of operations in the interest of the Company, such as potential,
further sector aggregations under continuous analysis and evaluation by the Board of
Directors - as well as any future incentive and loyalty plans adopted by the Company and/or
other purposes permitted pursuant to by law in the interests of the Company itself.
• to allocate the 2022 profit for the year of Euro 9,444 thousand as per the proposal of the
Board of Directors and in particular to distribute an ordinary monetary dividend of Euro 0.1
per share, gross of the withholding tax set aside by law, for each share existing and entitled to
the dividend, with therefore exclusion from the calculation of n. 10,681 treasury shares owned
by the company, for a total dividend of Euro 946 thousand. The ex-dividend date was May 2,
2023, record date May 3, and payment starting from May 4, 2023.
• the appointment of the Board of Statutory Auditors, which will remain in office until the
approval of the 2025 financial statements.


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On 28 April 2023, it was completed the merger deed between Giordano Vini S.p.A. and
Pro.di.ve S.r.l (Svinando platform). The objective of this operation is the ever-increasing
integration of digital sales platforms aimed at (i) offering customers an increasingly innovative
mix of own-brand products/third-party products with very high recognisability (ii) increasing
effective market penetration aimed at acquiring new customers. The corporate simplification
thus obtained is also functional to optimizing costs.
On 01 August 2023 the agreements were finalized respectively between:
(i) IWB S.p.A and Norina S.r.l;
(ii) IWB S.p.A and the “brothers” Giovanni Pecora and Alberto Pecora.
aimed on the one hand (i) at formalizing the recognition, in favor of IWB S.p.A, of the amounts
deriving from the fraud perpetrated to the detriment of Enovation Brands Inc (which occurred
on dates prior to the closing) both in terms of amount and in terms of dates and methods of
disbursement in line with the amounts included in the financial statements as at 31 December
2022 (ii) and to redefine the time terms for the recognition of the conditions for the fulfillment
of the deferred price relating to the acquisition of Enovation Brands Inc. (from the average
Ebitda of the two-year period 2022/ 2023 to the average Ebitda of the two-year period
2024/2025). At the same time and consistently, the deadline for payment of the third tranche
of the Enovation stake acquired by Norina S.r.l. was extended from 10 May 2024 to 10 May
2026.
The signing of the contracts was preceded by the favorable opinion of the independent
director as the amendment constitutes an agreement with related parties.
On 14 September 2023, the Boards of directors of the Group's Italian subsidiaries approved
the corporate reorganization projects aimed at rationalizing and increasing the efficiency of
the operating companies. The objective was to concentrate Italian activity on two operating
companies (from 6 to the beginning of 2024):
a) one whose mission is sales to business customers (both wholesale channel and ho.re.ca
channel) and production for all Group companies, further improving sales synergies and
optimizing product and process costs;
b) one focused on direct sales to end customers.
The proposed merger operation therefore aims to rationalize the organization of the activities
of the companies involved, improving efficiency and simplifying management, dedicating the
two companies to a specific businesses each


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Finally, the Merger will make it possible to achieve significant savings in the governance and
administrative management costs of the entities involved and will make it possible to seek
balanced operational dimensions that allow the competitive challenge and development of
the company to be met.
The demerger and merger deeds were finalized on 5 December and effective from 31
December 2023 and 1 January 2024 respectively.
34.2 Significant events that occurred after the end of the financial year
There are no significant events following the end of the financial year other than the
effectiveness of the merger between Provinco Italia S.p.A., Enoitalia S.p.A, Barbanera S.r.l. and
Fossalto S.r.l. which took place on 1 January 2024.
35. Outlook
The IWB Group is proud and very satisfied about 2023 results: (i) stable turnover despite the
market (ii) Ebitda margin above 10% (iii) significant cash generation.
The Group is aware of the uncertainty of the general macroeconomic situation worsened by
the conflicts in Ukraine and in the Middle East; nevertheless it continues to be confident in the
potential growth of its business in the medium / long term thanks to the strong competitive
positioning, to the solid financial structure, to the management's constant commitment to
controlling costs and improving the efficiency of the production and the organization.
In this sector the absolute greatest cost is the one of the bulk wine. In 2023, production stood
at 50.4 million quintals of wine grapes compared to 67.2 in 2022, 25.1% less looking at the
national average, but with several Regions seeing harvest losses of well over 30%, reaching in
some cases losses of 2/3 on last year's production (Source: Official Report about the 2023
harvest campaign - Ministry of Agricultural Policies).
In normal condition the harvest outcome will lead to potential bulk wine cost increase but the
stock level at the Italian wineries, as a result of the abundant previous harvest and the drop in
sales in terms of volume, is able to counterbalance it.
In this context, the IWB Group positively face 2024 with:
(i) the main contracts renegotiated with the main customers;
(ii) commercial initiatives in new countries aimed at expanding the customer
portfolio;


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(iii) presence in all commercial channels, therefore with the possibility of following
customer movements from one channel to another, without losing turnover;
(iv) a solid and consolidated production structure;
(v) corporate integration, effective from 1 January 2024 which will allow further
industrial and financial synergies to be obtained;
(vi) a good level of raw material stock, which allows the year's purchases to be better
negotiated;
(vii) significantly reduced debt characterized by a fixed interest rate of 2.5%.
and consequently in the best position obtain further improved results compared to 2023.
Our job is to bring consistent results, to manage the company efficiently, to be state of the art,
to understand where consumer demand is going and consequently offer them products in line
with their desires.
This is the way we have perfomed and we will improve our results.
The market context could also favor a further growth through M&A consistently with the
strategy of the Group on international markets, strengthening of brands and premium
products.

*****
For the Board of Directors
The Chairman and Chief Executive Officer
Alessandro Mutinelli

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ANNUAL FINANCIAL REPORT
31 DECEMBER 2023
ITALIAN WINE BRANDS S.P.A.
Registered office in Milan, Viale Abruzzi, 94 (Italy)
joint-stock company with subscribed and paid-up share capital of Euro 1.124.468,80
Tax Code Company Reg. No. 08851780968
Registered in the Companies Register of Milan (Italy)
R.E.A. No. 2053323
www.italianwinebrands.it

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Contents
Composition of Administrative and Supervisory Bodies 123
Directors’ Report on Operations 124
Annual Financial Report
Statement of Financial Position 139
Comprehensive Income Statement 140
Statement of changes in Shareholders’ Equity 141
Statement of Cash Flows 142
Form and content of Financial Report 143
Notes 151

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Corporate Bodies
Board of Directors
Alessandro Mutinelli
(Chief Executive Officer and Chairman)
Giorgio Pizzolo
(Deputy Chairman)
Simone Strocchi
Sofia Barbanera
Antonella Lillo
(Indipendent Director)
Massimiliano Mutinelli
Marta Pizzolo
Board of Statutory Auditors
David Reali
(President of the Board of Statutory Auditors)
Debora Mazzaccherini
(Statutory Auditor)
Eugenio Romita
(Statutory Auditor)
Indipendent Auditors
BDO Italia S.p.A.
Euronext Growth Advisor
Intesa Sanpaolo S.p.A.

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Directors' report on operations

1. Analysis of the Company's situation, performance and management results

1.1. The company and the Group

From a corporate point of view, the Group carried out a significant reorganization in 2023
which led to the creation of two business area to manage the different sales channels.
1) IWB Italia S.p.A constituted from the merge of Enoitalia S.p.A., Provinco Italia S.p.A.,
Barbanera S.r.l., Fossalto S.r.l, and the B2B and production branch of Giordano Vini S.p.A with
the mission of:
(i) develop the Group's B2B Business both in the Wholesale channel and in the Ho.re.ca channel
also through the coordination of foreign companies focused on the management and growth
of the main reference markets.
(ii) guarantee flexible production with respect to the needs of the different brands and
optimized from the point of view of costs and supply chain efficiency.
The Group's production structure consists of (i) n. 5 owned cellars located respectively in Diano
d'Alba (CN), in Torricella (TA), in Calmasino (VR), in Montebello (VI) and in Cetona (SI) and (ii)
of n. 9 bottling lines, one of which is located in Diano d'Alba (CN), three in Montebello (VI),
four in Calmasino (VR) and one in Cetona (SI).

2) Giordano Vini S.p.A. as a purely commercial company focused on direct sales to the final
consumer:
(i) through integrated management of all direct contact channels (Direct Mailing, Teleselling
and Web;
(ii) offering personalized delivery and payment services;
(iii) enriching the offer to the customer with traditional Italian food products and
complementary functional products to make the consumption experience further attractive.
IWB S.p.A. maintains management and coordination activity for the Group companies by
directly holding controlling interests in the main companies: Giordano Vini S.p.A., Italian Wine
Brands Italia S.p.A, Enovation Brands Inc., and IWB UK Ltd. (company established during 2022
as the Group's exporter into the British market in compliance with the new regulations which
came into force in January 2024 and which require the formal indication of the exporter on the
label)



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The corporate organizational chart of the Italian Wine Brands Group is provided below.
• IWB Italia S.p.A constituted from the merger, effective from 1 January 2024, of Provinco Italia
S.p.A., Enoitalia S.p.A, Barbanera S.r.l.; Fossalto S.r.l. and the B2B and production branch of Giordano
Vini S.p.A.
• Giordano Vini S.p.A remains as a company focused on B2C sales
The aim of the demerge, in addition to organizational simplification, is a better focus on commercial
and production activities and the maximization of business synergies
• the company Provinco Deutschland GmbH was placed into liquidation in December 2023

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1.2.1 Economic and financial situation of the Parent Company
The situation of IWB S.p.A. as at 31 December 2023 shown here represents the separate
financial statements of IWB S.p.A, and presents:
• a Net Result for the period of Euro 7.2 million (Euro 9.4 million at 12/31/2022);
• a net financial position of Euro 90.1 million (Euro 95.1 million at 12/31/2022).
Below are summarized statements of the financial position and income statement of the
Parent Company.



Reclassified statement of financial position
€thousand
31.12.2023 31.12.2022 31.12.2021
Other intangible assets
112 119 196
Goodwill
0 0 0
Tangible assets
82 102 122
Right-of-use assets
60 119 179
Equity investments
263,904 263,557 205,481
Total Fixed Assets
264,157 263,897 205,978
Inventory
0 0 0
Net trade receivables
5,800 2,558 2,282
Trade Payables
(328) (319) (211)
Other assets (liabilities)
360 3,225 4,736
Net working capital
5,832 5,464 6,807
Payables for employee benefits
(60) (42) (37)
Net deferred and prepaid tax assets (liabiliies)
464 32 85
Other provisions
0 0 0
NET INVESTED CAPITAL
270,394 269,351 212,833
Shareholders' equity
180,256 174,199 140,266
Profit (loss) for the period
7,204 9,444 9,780
Share capital
1,124 1,124 1,046
Other reserves
171,927 163,630 129,440
Shareholders’ equity of NCIs
0 0 0
Net Financial position - third parties lenders
85,659 87,384 72,351
Deferred price acquisitions
4,405 7,621 -
Lease liabilities
74 146 216
TOTAL SOURCES
270,394 269,351 212,833

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With reference to the above financial situation, it is noted that:
- as at 31 December 2023, the shareholdings in subsidiary companies are made up of Giordano
Vini S.p.A. for Euro 32,823 thousand; Provinco Italia S.p.A. for Euro 21,433 thousand, Enoitalia
S.p.A. for Euro 151,225 thousand; Enovation Brands Inc. for Euro 15,066 thousand; Barbanera
S.r.l. and Fossalto S.r.l. for a total of Euro 43,358 thousand. The increase compared to 31
December 2022 is due to "capitalised" costs relating to the acquisition of Barbanera S.r.l. and
Fossalto S.r.l.
- as a result of the merger effective from 1 January 2024 of the companies Provinco Italia S.p.A.,
Barbanera S.r.l., Fossalto S.r.l. in Enoitalia S.p.A which gave rise to IWB Italia S.p.A the relative
value of the investment corresponds to the sum of the values of the companies involved in the
merger.
- Other assets (liabilities) are represented by receivables and financing from subsidiaries.
With reference to the above income statement situation, it is noted that:
- the dividends refer entirely to the subsidiary Provinco Italia S.p.A.;
- costs for services include Euro 776 thousand for directors' fees (excluding the effect of the
incentive plan), auditors and supervisory bodies and Euro 597 thousand for consultancy fees;
- financial income refers to the interest income accrued on the loan granted to the subsidiaries
Giordano Vini S.p.A. (equal to Euro 789 thousand), Enoitalia Sp.A. (equal to Euro 125
thousand); financial charges are mainly represented by interest expense relating to the bond
loan amounting to Euro 3,479 thousand.

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Reclassified Income statement
€thousand
31.12.2023 31.12.2022 31.12.2021
Revenue from sales
2,472 1,688 1,369
Change in inventories
0 0 0
Other income
4 121 72
Total revenue
2,476 1,809 1,441
Purchase costs
(3) (1) (16)
Costs for services
(2,049) (1,083) (979)
Personnel costs
(1,269) (1,123) (728)
Other operating costs
(178) (115) (214)
Operating costs
(3,498) (2,322) (1,937)
Adjusted EBITDA
(1,022) (513) (496)
Write-downs
0 0 0
Amortization and depreciation
(154) (169) (170)
Operating result Adjusted
(1,176) (681) (666)
Non recurring items
(1,926) (67) (1,083)
Net releases (accruals) for provision risks and charges
0 0 0
EBIT
(3,102) (748) (1,749)
Net financial income/(expenses)
(2,462) (2,777) (1,859)
Dividends from subsidiaries
11,360 12,180 12,402
EBT
5,797 8,656 8,794
Taxes
1,407 788 986
Net Result
7,204 9,444 9,780

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Management & Adjustments
▪ Costs for services equal to Euro 133 thousand related to legal non recurring expenses
▪ Personnel costs equal to Euro 30 thousand related to conciliations with former employees
▪ The Adjustments for Costs for services and personnel amounting to a total of Euro 1,763 thousand relating to the
full accrual and assignment of the first tranche of the 2023-2025 Stock Grant Plan, representing 20% of the total
value of the plan itself and in line with the achievement of the profitability target 2023: that was Adjusted Ebitda
equal to at least Euro 44.0 million












Reclassified Income statement
€thousand
Reported
Management adjustments Adjusted
31.12.2023 (1) (2) 31.12.2023
Revenue from sales
2,472 2,472
Change in inventories
0 0
Other income
4 0 4
Total revenue
2,476 0 0 2,476
Purchase costs
(3) (3)
Costs for services
(3,793) 133 1,612 (2,049)
Personnel costs
(1,450) 30 151 (1,269)
Other operating costs
(178) 0 (178)
Operating costs
(5,424) 163 1,763 (3,498)
Adjusted EBITDA
(2,948) 163 1,763 (1,022)
Write-downs
0 0
Amortization and depreciation
(154) (154)
Operating result Adjusted
(3,102) 163 1,763 (1,176)
Non recurring items -
(163) (1,763) (1,926)
Net releases (accruals) for provision risks and charges
0 0
EBIT
(3,102) 0 0 (3,102)
Net financial income/(expenses)
(2,462) (2,462)
Dividends from subsidiaries
11,360 11,360
EBT
5,797 0 0 5,797
Taxes
1,407 1,407
Net Result
7,204 0 0 7,204
Tax effect of non recurring charges
537
Net profit before non recurring items and related tax effect
8,593

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1.2.2 Net Financial Position
Below is the detail of the net financial position as of 31 December 2023 compared with the net
financial position as of 31 December 2022, shown on the basis of the new scheme envisaged
by ESMA guidance 32-382-1138 of 4 March 2021:
€thousand
31.12.2023 31.12.2022
A. Cash 0 0
B. Cash equivalents 2,043 3,887
C. Other current financial activities 25,563 23,666
D. Liquidity (A) + (B) + (C) 27,606 27,553
E. Current financial debt (included financial instruments but not included
current part of non current financial debt)
17 8,019
F. Current part of non current financial debt 74 72
G. Current financial debt (E) + (F) 92 8,091
H. Net current financial debt (G) - (D) (27,514) (19,462)
I. Non current financial debt (excluded current part and financial
instruments)
0 0
J. Financial instruments 131,248 131,018
K. Trade payables and other non current debts/right of use 4,405 7,695
L. Non current financial debt (I) + (J) + (K) 135,652 138,714
M. Net financial position (H) + (L)* 108,138 119,251
of which
Deferred price aquisitions 4,405 7,621
Current payables for the acquisition of right of use 74 72
Non Current payables for the acquisition of right of use 0 74
Net financial position without the effect of IFRS 16 and deferred price aquisitions*
103,659 111,484
*The figure doesn't include financial receivables from subsidiaries with a maturity of more than 12 months.
N. Other non current financial activities 18,000 24,100
O. NFP (included non current financial receivables) (M) - (N) 90,138 95,151

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2. Significant events
2.1 Significant events occurred during the year
In January 2023, as part of the activities aimed at closing the consolidated financial statements
as of 31 December 2022, a fraud emerged which affected the accounts of the company
Enovation Brands Inc starting from years prior to the acquisition by the IWB Group:
(i) the amount prior to the closing is regulated pursuant to the declarations and guarantees of
the SPA and has been consequently deducted from the acquisition price;
(ii) the amount following the closing, net of the tax benefit and the third party share, is equal
to Euro 457 thousand and was accounted for in the financial statements closed on 31
December 2022.
On 27 April 2023 the Shareholders' Meeting in second call resolved:
• the 2023–2025 Incentive Plan which aims to (i) aligning the interests of executive directors
and managers with strategic responsibilities with those of shareholders, allowing the pursuit
of important economic-financial targets (ii) retain the beneficiaries within the group; and (iii)
develop a sense of belonging for key resources through the attribution of tools representing
the value of the Company.
• the authorization to purchase and dispose of treasury shares for the purpose of providing
the Company with a stock of treasury shares to be allocated to service the Incentive Plan, as
consideration in extraordinary operations - including the exchange of shareholdings with
other parties, in the scope of operations in the interest of the Company, such as potential,
further sector aggregations under continuous analysis and evaluation by the Board of
Directors - as well as any future incentive and loyalty plans adopted by the Company and/or
other purposes permitted pursuant to by law in the interests of the Company itself.
• to allocate the 2022 profit for the year of Euro 9.444 thousand as per the proposal of the
Board of Directors and in particular to distribute an ordinary monetary dividend of Euro 0.1
per share, gross of the withholding tax set aside by law, for each share existing and entitled to
the dividend, with therefore exclusion from the calculation of n. 10,681 treasury shares owned
by the company, for a total dividend of Euro 946 thousand. The ex-dividend date was May 2,
2023, record date May 3, and payment starting from May 4, 2023.
• the appointment of the Board of Statutory Auditors, which will remain in office until the
approval of the 2025 financial statement.

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On 28 April 2023, it was completed the merger deed between Giordano Vini S.p.A. and
Pro.di.ve S.r.l (Svinando platform). The objective of this operation is the ever-increasing
integration of digital sales platforms aimed at (i) offering customers an increasingly innovative
mix of own-brand products/third-party products with very high recognisability (ii) increasing
effective market penetration aimed at acquiring new customers. The corporate simplification
thus obtained is also functional to optimizing costs.
On 01 August 2023 the agreements were finalized respectively between:
(i) IWB S.p.A and Norina S.r.l;
(ii) IWB S.p.A and the “brothers” Giovanni Pecora and Alberto Pecora.
aimed on the one hand (i) at formalizing the recognition, in favor of IWB S.p.A, of the amounts
deriving from the fraud perpetrated to the detriment of Enovation Brands Inc (which occurred
on dates prior to the closing) both in terms of amount and in terms of dates and methods of
disbursement in line with the amounts included in the financial statements as at 31 December
2022 (ii) and to redefine the time terms for the recognition of the conditions for the fulfillment
of the deferred price relating to the acquisition of Enovation Brands Inc. (from the average
Ebitda of the two-year period 2022/ 2023 to the average Ebitda of the two-year period
2024/2025). At the same time and consistently, the deadline for payment of the third tranche
of the Enovation stake acquired by Norina S.r.l. was extended from 10 May 2024 to 10 May
2026.
The signing of the contracts was preceded by the favorable opinion of the independent
director as the amendment constitutes an agreement with related parties.
On 14 September 2023, the Boards of directors of the Group's Italian subsidiaries approved
the corporate reorganization projects aimed at rationalizing and increasing the efficiency of
the operating companies. The objective was to concentrate Italian activity on two operating
companies (from 6 to the beginning of 2024):
a) one whose mission is sales to business customers (both wholesale channel and ho.re.ca
channel) and production for all Group companies, further improving sales synergies and
optimizing product and process costs;
b) one focused on direct sales to end customers.
The proposed merger operation therefore aims to rationalize the organization of the activities
of the companies involved, improving efficiency and simplifying management, dedicating the
two companies to a specific business each.

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Finally, the Merger will make it possible to achieve significant savings in the governance and
administrative management costs of the entities involved and will make it possible to seek
balanced operational dimensions that allow the competitive challenge and development of
the company to be met.
The demerger and merger deeds were finalized on 5 December and effective from 31
December 2023 and 1 January 2024 respectively.
2.2 Significant events that occurred after the end of the financial year
There are no significant events following the end of the financial year other than the
effectiveness of the merger between Provinco Italia S.p.A., Enoitalia S.p.A, Barbanera S.r.l. and
Fossalto S.r.l. which took place on 1 January 2024.
3. Outlook
As a consequence of the corporate reorganisation, in 2024 IWB S.p.A will benefit from a leaner
corporate structure which will allow for easier and more functional coordination, greater cash
flows and dividends.
4. Code of ethics and organizational model
On 23 March 2023, the Board of Directors updated the” model”, introduced in July 2021 to
adapt it to the introduction of new crimes and on 14 September 2023, upon completion of the
model, the Whistleblowing procedure was approved.
5. Agreements with Related parties
The operations carried out fall within normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
In summary we note:
(i) a commercial leasing contract stipulated on 1 February 2012 between Provinco Italia S.p.A.
and Provinco S.r.l. pursuant to which Provinco S.r.l. has leased to Provinco Italia S.p.A. the
property located in Rovereto (TN) – Via per Marco, 12/b; the lease has a duration of six years
(until 31 January 2018) with tacit renewal for the same period unless canceled 12 months
before the expiry; the agreed fee is equal to Euro 60 thousand per year indexed to the ISTAT
index plus VAT. For 2023 the fee was Euro 69,067.14.

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134 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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(ii) a service contract with Electa SpA regarding support for investor relations activities for an
amount of Euro 40 thousand on an annual basis.
The relationships described above are regulated at market conditions.
It should also be noted that on 1 August 2023, as detailed in the paragraph Significant events
that occurred during the year, following the favorable opinion of the independent director, the
amendments to the ownership contract were signed with Norina S.r.l and the brothers
Giovanni Pecora and Alberto Pecora aimed at formalizing (i) the recognition in favor of IWB of
the economic and financial effects prior to the closing for the fraud suffered by Enovation itself
(ii) the postponement to 2024-2025 of the performance objectives to which the determination
of the deferred price is linked for the acquisition of 55% of Enovation Brands Inc.
Please note that the Parent Company IWB has adopted and follows the related Related Party
Procedure in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.
6. Information relating to the environment, safety and personnel
HEALTH & SAFETY
The Group - which holds the ownership of industrial properties intended for production
purposes - has implemented the Risk Assessment Document required by the law on safety at
work.
First of all the aforementioned document provides an analysis of the company’s risks both for
the work activity and for the settlement methods; the measures undertaken to minimize risks,
those still to be taken and those to maintain an adequate level of safety are then identified.
Finally, the timescales necessary for the implementation of the remaining measures are
identified.
The method of carrying out the work activity was considered in the risk analysis without
specific risk situations being identified. The issue is always under control in the periodic
updates of the aforementioned documents.
The Risk Assessment Documents, as well as the Emergency Plans and Floor Plans with safety
signs and escape routes are periodically updated.
During 2023, constant health surveillance activity was carried out as required by current
legislation.
The awareness-raising activity on environmental and safety issues continued during the year
with ad hoc training interventions, as well as on the accident prevention measures to be
adopted and on first aid, providing specific training for fire prevention workers and first aid, in
full compliance with the reference regulatory framework.

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Group Headcount
Below is the year end and average number of personnel by category as of 31 December 2023,
31 December 2022 and 31 December 2021.


7. Own shares
As of 12/31/2023 the Parent Company holds n. 65,259 ordinary shares, representing 0.69% of
the ordinary share capital. During 2023
- 54,578 treasury shares were acquired
- no assignments have been made.

8. RISKS
Risks to which the Company is exposed
The Company is mainly exposed to financial risks, market risk, credit risk and liquidity risk.
Risks deriving from changes in exchange rates
Currency risk is the risk that the value of a financial asset or liability varies following changes
in exchange rates.
With regard to this risk, the strategy adopted is aimed at minimizing the impact on the income
statement of changes in exchange rates and provides for the coverage of the risk deriving from
financial positions denominated in currencies other than the balance sheet currency, if the
need arises .
Based on the above, the exchange rate fluctuations that occurred during the year did not have
significant effects on the financial statements.
Risks deriving from changes in rates
Since financial debt is mainly regulated by fixed interest rates, it follows that the company is
not significantly exposed to the risk of their fluctuation. The evolution of interest rates is
however monitored by the Company and the opportunity to proceed with adequate coverage
of the interest rate risk may be assessed in relation to their evolution.
At Average no At Average no At Average no
31.12.2023 31.12.2023 31.12.2022 31.12.2022 31.12.2021 31.12.2021
Executives 7 8 8 8 6 6
Middle managers 20 21 23 23 21 21
Employee 211 210 202 205 174 161
Workers 138 141 140 144 127 128
Total
376 380 373 379 328 317

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Price Risk
Price risk is represented by the possibility that the value of a financial asset or liability varies
following changes in market prices (other than those relating to currencies and rates). This risk
is typical of financial assets not listed on an active market, which cannot always be realized in
a short time at a value close to their fair value. This risk, given the size of the existing
investments, is not significant and therefore is not subject to hedging.
Credit Risk
Credit risk is represented by the possibility that the issuer of a financial instrument does not
fulfill its obligation and causes a financial loss to the subscriber.
Credit risk derives from sales made as part of ordinary business activity and from the use of
financial instruments that provide for the settlement of positions with the counterparty.
As regards commercial transactions, the company operates exclusively with group companies.
As regards financial transactions, they are carried out with group companies and with primary
large financial institutions with high creditworthiness, whose rating is monitored for the
purpose of limiting the risk of insolvency of the counterparty.
Liquidity Risk
Liquidity risk can manifest itself with the inability to find, under economic conditions, the
financial resources necessary for the operations of the Company. The two main factors that
influence the Company's liquidity are:
Financial resources generated or absorbed by operating or investment activities;
The maturity characteristics of financial debt.
The Company finances its activities both through the cash flows generated by operational
management and through the use of external financing sources and is therefore exposed to
liquidity risk, represented by the fact that financial resources are not sufficient to meet
financial obligations and commercial within the pre-established terms and deadlines. The cash
flows, financing needs and liquidity of the company are controlled by considering the maturity
of the financial assets (trade receivables and other financial assets) and the financial flows
expected from the related operations. The company has both secured and unsecured lines of
credit, consisting of short-term revocable lines in the forms of hot financing, current account
overdrafts and signature credit.
The Company has a composition of the long-term debt structure exposed to interest rate risk
as reported in the explanatory notes.
As regards the exposure connected to trade debts, there is no significant concentration of
suppliers.
Management believes that the funds generated by operating and financing activities will allow
the Company to satisfy its needs deriving from investment activities, management of working
capital and repayment of debts upon their contractual maturity.


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9. Directors’ Responsibility Statement
The Directors are responsible for preparing the Financial Statements in accordance with
applicable laws and regulations; the Directors are required to prepare financial statements for
each financial year, which give a true and fair view of the assets, liabilities and financial position
of the Company and the Group, and of the profit or loss of the Group for that period. The
Directors have elected to prepare Group financial statements and the holding one in
accordance with International Financial Reporting Standards (‘IFRSs’). In preparing the
financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state that the financial statements comply with IFRSs as adopted by the European Union; and
– prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for ensuring that the Company keeps adequate accounting
records which correctly explain and record the transactions of the Company, enabling at any
time the assets, liabilities, financial position and profit or loss of the Company to be determined
with reasonable accuracy and ensuring that the financial statements are prepared in
accordance with IFRSs as adopted by the European Union. The Directors are also responsible
for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The Directors are responsible for
the maintenance and integrity of the corporate and financial information included on the
Group’s website www.italianwinebrands.it.
Legislation governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions. In accordance with the Central Bank (Investment Market
Conduct) Rules, the Directors are required to include a management report containing a fair
review of the business and a description of the principal risks and uncertainties the Group is
facing.The Directors are also required by applicable law and the Listing Rules issued by
Euronext Dublin to prepare a Directors’ Report relating to Directors’ Corporate Governance.

Each of the Directors, whose names and functions are listed on page 4, confirms that, to the
best of their knowledge and belief:
– the Consolidated Financial Statements for the year ended 31 December 2023 have been
prepared in accordance with IFRSs as adopted by the European Union. They give a true and
fair view of the assets, liabilities, and financial position of the Group and the undertakings
included in the consolidation, taken as a whole, as at that date and its profit for the year then
ended;
– the Company financial statements, prepared in accordance with IFRSs as adopted by the
European Union give a true and fair view of the assets, liabilities and financial position of the
Company as at 31 December 2023;

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– the pages 15-34 of Directors’ Report Financial include a fair review of the development and
performance of the business for the year ended 31 December 2023 and the financial position
of the Company and the Group at year end;
– the Risk Management Report provides a description of the principal risks and uncertainties
which may impact the future performance of the Company and the Group at year end; and
– the Financial Statements, taken as a whole, provides the information necessary for
shareholders to assess the Company’s and Group’s position and performance, business model
and strategy and is fair, balanced and understandable.


Alessandro Mutinelli
Chief Executive Officer & Chairman


















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STATEMENT OF FINANCIAL POSITION

Note
31.12.2023 31.12.2022
Amounts in EUR
Non-current assets
Intangible assets
5 111,796 118,988
Land, property, plant and equipment
6 81,722 102,098
Right-of-use assets
6 B 59,535
119,070
Equity investments
7 263,904,359 263,556,633
Other non-current assets
18,750 -
Non-current financial assets
8 18,000,000 24,100,000
Deferred tax assets
9 493,516 31,681
Total non-current assets
282,669,677 288,028,470
Current assets
Trade receivables
10 5,800,317 2,557,898
Other current assets
12 2,718,358 3,574,473
Current tax assets
11 617,131 161,437
Current financial assets
13 25,563,191 23,666,202
Cash and cash equivalents
14 2,042,904 3,887,031
Total current assets
36,741,900 33,847,041
Total assets 319,411,578 321,875,511
Shareholders’ equity
Share capital 1,124,468 1,124,468
Reserves 135,102,908 136,087,565
Reserve for defined benefit plans (2,435) 5,070
Reserve for stock grants 789,694 -
Profit (loss) carried forward 36,037,059 27,537,536
Net profit (loss) for the period 7,204,028 9,444,454
Total Shareholders’ Equity 15 180,255,722 174,199,092
Non-current liabilities
Financial payables
16 135,652,310 138,639,473
Lease liabilities
16 - 74,167
Provision for other employee benefits
17 59,576 42,039
Provisions for future risks and charges
- -
Deferred tax liabilities
29,418 -
Other non-current liabilities
- -
Total non-current liabilities 135,741,304 138,755,679
Current liabilities
Financial payables
18 17,470 8,019,034
Lease liabilities
18 74,167 71,983
Trade payables
19 328,180 318,576
Other current liabilities
20 2,850,845 400,440
Current tax liabilities
21
143,890 110,706
Total current liabilities 3,414,552 8,920,739
Total shareholders’ equity and liabilities 319,411,578 321,875,511

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COMPREHENSIVE INCOME STATEMENT





Note
31.12.2023 31.12.2022
Amounts in EUR
Revenue from sales 21 2,471,513 1,688,399
Other income 21
4,265 120,801
Total revenue 2,475,778 1,809,200
Purchase costs 22
(2,708) (582)
Costs for services 23 (3,792,933) (1,127,715)
Personnel costs 24 (1,450,166) (1,145,349)
Other operating costs 25
(177,734) (114,657)
Operating costs (5,423,541) (2,388,302)
EBITDA (2,947,763) (579,102)
Depreciation and amortization 5 , 6
(154,456) (168,647)
Operating profit/(loss) (3,102,219) (747,749)
Finance revenue 12,547,166 13,038,242
Borrowing costs
(3,648,373) (3,634,461)
Net financial income/(expenses) 26
8,898,793 9,403,781
EBT
5,796,574 8,656,031
Taxes 27 1,407,454 788,422
(Loss) Profit from discontinued operations
- -
Profit (loss) (A) 7,204,028 9,444,454
Attributable to:
(Profit)/Loss of NCIs - -
Group profit (loss)
7,204,028 9,444,454
Other Profit/(Loss) of comprehensive income statement:
Other items of the comprehensive income statement for the
period to be subsequently released to profit
or loss
- -
Other items of the comprehensive income statement for the
period not to be subsequently released to profit
or loss
Actuarial gains/(losses) on defined benefit plans
17 (7,505) 6,836
Tax effect of Other profit/(loss) - -
Total other profit/(loss), net of tax effect (B) (7,505) 6,836
Total comprehensive profit/(loss) (A) + (B) 7,196,523 9,451,290

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CHANGES IN SHAREHOLDER’ EQUITY




















Amounts in Eur
Share Capital Capital Reserves
Reserve for stock
grants
Reserve for defined
benefit plans
Retained earnings Total
Balance at 1 January 2022 1,046,266 110,075,005 267,330 (1,766) 28,879,599 140,266,434
Capital increase 78,203 26,238,037 26,316,240
Purchase of own shares (1,446,020) (1,446,020)
Sale of own shares 490,314 490,314
Dividends - (879,216) (879,216)
Stock grants 788,025 (267,330) (520,695) -
Legal reserve 33,282 (33,282) -
Reclassification and other changes (91,079) 91,129 51
Total comprehensive profit/ (loss) 6,836 9,444,454 9,451,290
Balance at 31 December 2022 1,124,468 136,087,565 - 5,070 36,981,989 174,199,092
Capital increase -
Purchase of own shares (984,657) (984,657)
Sale of own shares -
Dividends (944,930) (944,930)
Stock grants 789,694 789,694
Legal reserve -
Reclassification and other changes -
Total comprehensive profit/ (loss) (7,505) 7,204,028 7,196,523
Balance at 31 December 2023 1,124,468 135,102,908 789,694 (2,435) 43,241,087 180,255,722

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STATEMENT OF CASH FLOW

Amounts in Eur
Notes 31.12.2023 31.12.2022
Profit (loss) before taxes 5,796,574 8,656,031
Adjustments for:
- non-monetary items - stock grant - -
- allocations to the provision for bad debts net of utilizations - -
- non-monetary items - provisions / (releases) - -
- non-monetary items - amortisation/depreciation 154,456 168,647
Adjusted profit (loss) for the period before taxes 5,951,030 8,824,679
Cash flow generated by operations
Income tax paid (461,176) (333,640)
Other financial (income)/expenses without cash flow (financial amortisation) 3,479,355 3,473,329
Total 3,018,179 3,139,689
Changes in working capital
Change in receivables from customers (3,242,419) (276,202)
Change in trade payables 9,604 107,957
Change in inventories - -
Change in other receivables and other payables 4,733,889 2,632,822
Other changes - -
Change in post-employment benefits and other provisions 10,032 12,009
Change in other provisions and deferred taxes (432,416) 53,331
Total 1,078,690 2,529,917
Cash flow from operations (1) 10,047,899 14,494,285
Capital expenditure:
- Tangible - -
- Intangible (67,353) (11,682)
- Financial (347,726) (58,075,548)
Cash flow from investment activities (2) (415,079) (58,087,230)
Financial assets
Long-term borrowings/ (repayments) - Bond (3,250,000) (3,250,000)
Short-term borrowings (paid) - -
Long-term borrowings/ (repayments) - Bond - -
Collections / (repayments) Senior loan - -
Collections / (repayments) other financial payables (8,000,000) 8,000,000
Change in other financial assets 4,203,011 (2,662,025)
Change in other financial liabilities (3,290,066) 9,544,954
Purchase of own shares (984,657) (1,446,020)
Sale of own shares - 490,314
Dividends paid (944,930) (879,216)
Monetary capital increases - 26,316,240
Change in reserve for stock grants 789,694 -
Change in valuation reserve - -
Other changes in shareholders equity (0) 50
Cash flow from financing activities (3) (11,476,948) 36,114,297
Cash flow from continuing operations (1,844,128) (7,478,648)
Change in cash and cash equivalents (1+2+3) (1,844,128) (7,478,648)
Cash and cash equivalents at beginning of period 3,887,031 11,365,680
Cash and cash equivalents at end of period 2,042,903 3,887,031

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FORM AND CONTENT
OF THE FINANCIAL REPORT
Introduction
The financial statements as at 31 December 2023 (hereinafter "separate financial statements")
have been prepared in compliance with the International Accounting Standards ("IFRS") issued
by the International Accounting Standards Board ("IASB") and endorsed by the European
Union. “IFRS” also means the International Accounting Standards (“IAS”) still in force, as well
as all the interpretative documents issued by the Interpretation Committee, previously called
the International Financial Reporting Interpretations Committee (“IFRIC”) and even before that
the Standing Interpretations Committee ( “SIC”) and was drawn up pursuant to the Euronext
Growth Milan Regulation.
1. Basis of preparation
The Separate Financial Statement as at 31 December 2023 consists of the statement of
financial position, the comprehensive income statement, the statement of changes in equity,
the statement of cash flows and the explanatory notes and is accompanied by the directors'
report on the management performance.
The format adopted for the financial position provides for the distinction of assets and
liabilities between current and non-current.
The components of the profit/loss for the year are included directly in the statement of
comprehensive income. The income statement format adopted provides for the classification
of costs by nature.
The statement of changes in equity includes the amounts of transactions with sharecapital
holders and the movements that occurred during the year in the reserves.
In the statement of cash flows, the financial flows deriving from operating activities are
presented using the indirect method, whereby the profit or loss for the year is adjusted by the
effects of non-monetary operations, by any deferral or provision of previous or future
operating receipts or payments and from elements of revenue or costs connected to the
financial flows deriving from the investment activity or financial activity.
The statement of financial position, the comprehensive income statement, the statement of
changes in equity and the statement of cash flows are presented in Euro units; the values
reported in the explanatory notes are expressed in thousands of Euros unless a different
reference is expressed.

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2. Preparation Principles
2.1 Accounting Policies
The separate financial statements have been drawn up with a view to going concern, with the
presentation currency being the Euro and the amounts shown are rounded to the nearest
whole number, including, unless otherwise indicated, the amounts highlighted in the
accompanying notes.
The general principle adopted in the preparation of these separate financial statements is that
of cost, with the exception of derivative financial instruments, measured at fair value.
As regards the details of the accounting policies adopted, unless otherwise indicated, the
principles for the separate financial statements are the same as those reported in the
dedicated section of the consolidated financial statements of the Group to which reference
should be made.
Information relating to the main risks and uncertainties has been summarized in the
management report.
Equity investments
Subsidiary companies are companies over which the Company autonomously has the power
to determine the company's strategic choices in order to obtain the related benefits. Generally,
the existence of control is presumed when one holds, directly and indirectly, more than half of
the voting rights exercisable in the ordinary shareholder meeting also considering the so-called
potential votes (if any) , i.e. the voting rights deriving from convertible instruments.
Equity investments in subsidiary and associated companies are valued at purchase cost,
possibly reduced in the event of distribution of capital or capital reserves or in the presence of
losses in value determined by applying the so-called impairment test.
If the conditions for a previously carried out devaluation cease to exist, the book value of the
investment is restored with attribution to the income statement, within the limits of the
original cost.
Fair value measurement
In relation to financial instruments measured at fair value, the classification of these
instruments based on the hierarchy of levels provided for by IFRS 13 is shown below, which
reflects the significance of the inputs used in determining fair value. The following levels can
be distinguished:
Level 1 - unadjusted quotations recognized on an active market for the assets or liabilities being
measured;

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Level 2 - inputs other than the quoted prices mentioned in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e., derived
from prices);

Level 3 – inputs that are not based on observable market data.


2.2 Accounting judgments and estimates

The preparation of the financial statements and the related notes in application of the IFRS
requires the Management to make estimates and assumptions that have an effect on the
values of revenues, costs , of assets and liabilities in the financial statements and on the
information relating to assets and contingent liabilities at the reference date.
The estimates and assumptions used are based on experience, other factors considered
relevant and available information.
The final results may therefore differ from these estimates. Estimates and assumptions may
vary from one financial year to another and are therefore reviewed periodically; the effects of
any changes made to them are reflected in the income statement in the period in which the
estimate revision takes place.
The main estimates, for which the use of subjective assessments by Management is most
required, are typically used for:
• acquisitions of companies and related determination of fair values to define goodwill
value;
• provisions for risk in particular, the evaluation processes concern both the
determination of the degree of probability of the occurrence of the conditions that
may entail a financial outlay, and the estimate of the related amount;
• evaluation of taxes and deferred tax assets, the registration of which is supported by
the Group's taxability prospects resulting from the expected profitability envisaged by
the industrial plans and by the "fiscal consolidation"; ⋅
• definition of the useful life of fixed assets and related depreciation;
• valuation of intangible and tangible assets, equity investments and goodwill based, as
regards the estimate of value in use, on the use of financial plans drawn up on a set of
assumptions and hypotheses of future events which do not will necessarily occur and
determination of the discount rate;
• defined benefit pension plan – actuarial assumptions
• The determination of the leasing duration for some leasing contracts in which the
Group is a lessee, even if the Company is reasonably certain of exercising the options
reserved for lessees; The determination of the lessee's marginal borrowing rate used
to value lease liabilities

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As of the statement of financial position date at 12/31/2023, no further impacts are expected
than those represented in the income statement, balance sheet and cash flow statement.

3. RISKS
The Group is mainly exposed to financial risks, market risks, credit risk and liquidity risk.
3.1 Risks deriving from changes in exchange rates
Currency risk is the risk that the value of a financial asset or liability varies following changes
in exchange rates.
With regard to this risk, the strategy adopted is aimed at minimizing the impact on the income
statement of changes in exchange rates and provides for the coverage of the risk deriving from
financial positions denominated in currencies other than the balance sheet currency, if the
need arises.
Based on the above, the exchange rate fluctuations that occurred during the year did not have
significant effects on the financial statements.
3.2 Risks deriving from changes in rates
Since financial debt is mainly regulated by fixed interest rates, it follows that the company is
not significantly exposed to the risk of their fluctuation. The evolution of interest rates is
however monitored by the Company and the opportunity to proceed with adequate coverage
of the interest rate risk may be assessed in relation to their evolution.
3.3 Price Risk
Price risk is represented by the possibility that the value of a financial asset or liability varies
following changes in market prices (other than those relating to currencies and rates).
This risk is typical of financial assets not listed on an active market, which cannot always be
realized in a short time at a value close to their fair value.
This risk, given the size of the existing investments, is not significant and therefore is not
subject to hedging.
3.4 Credit Risk
Credit risk is represented by the possibility that the issuer of a financial instrument does not
fulfill its obligation and causes a financial loss to the subscriber.
Credit risk derives from sales made as part of ordinary business activity and from the use of
financial instruments that provide for the settlement of positions with the counterparty.
As regards commercial transactions, the company operates exclusively with group companies.
As regards financial transactions, they are carried out with group companies and with primary
large financial institutions with high creditworthiness, whose rating is monitored for the
purpose of limiting the risk of insolvency of the counterparty.


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3.5 Liquidity Risk
Liquidity risk can manifest itself with the inability to find, under economic conditions, the
financial resources necessary for the operations of the Company. The two main factors that
influence the Company's liquidity are:
Financial resources generated or absorbed by operating or investment activities;
The maturity characteristics of financial debt.
The Company finances its activities both through the cash flows generated by operational
management and through the use of external financing sources and is therefore exposed to
liquidity risk, represented by the fact that financial resources are not sufficient to meet
financial obligations and commercial within the pre-established terms and deadlines. The cash
flows, financing needs and liquidity of the company are controlled by considering the maturity
of the financial assets (trade receivables and other financial assets) and the financial flows
expected from the related operations. The company has both secured and unsecured lines of
credit, consisting of short-term revocable lines in the forms of hot financing, current account
overdrafts and signature credit.
The Company has a composition of the long-term debt structure exposed to interest rate risk
as reported in the explanatory notes.
As regards the exposure connected to trade debts, there is no significant concentration of
suppliers.
Management believes that the funds generated by operating and financing activities will allow
the Company to satisfy its needs deriving from investment activities, management of working
capital and repayment of debts upon their contractual maturity.

4. Accounting Principles
4.1 Approved accounting standards and interpretations in force starting from 1 January 2023
Pursuant to IAS 8 "Accounting standards, changes in accounting estimates and errors", the IFRS
in force from 1 January 2023 are indicated below:
• Amendments to IAS 1 - Presentation of financial statements and IFRS Practice Statement
2: Disclosure on accounting standards
these amendments provide guidance for applying materiality judgments to accounting
policy disclosures so that they are more useful; in particular:
• the obligation to indicate "significant" accounting principles has been replaced with the
obligation to indicate "material" ones;
• guidance has been added on how to apply the concept of materiality to disclosures on
accounting standards.

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In assessing the relevance of accounting disclosures, entities must consider both the size
of the transactions, other events or conditions and their nature. There were no impacts on
the Group financial statements following these changes.
• Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
These amendments introduce a new definition of “accounting estimates,” distinguishing
them more clearly from accounting policies, and provide guidance for determining
whether changes should be treated as changes in estimates, changes in accounting
principles or errors. There were no impacts on the financial statements following these
changes.

• Amendments to IAS 12 Income taxes – deferred and prepaid taxes arising from a single
transaction.
These changes eliminate the possibility of not recognizing deferred taxes at the time of
initial recognition of transactions that give rise to taxable and deductible temporary
differences (e.g. leasing contracts).
With respect to leasing contracts, these amendments also clarify that, where leasing
payments are deductible for tax purposes, it is a matter of judgment (after considering the
applicable tax law) whether such deductions are attributable for tax purposes to the
liability for leasing recorded in the balance sheet or the related right of use. If tax
deductions are attributed to the right of use, the tax values of the right of use and the lease
liability are equal to their carrying values, and no temporary differences arise upon initial
recognition. However, if the tax deductions are attributed to the leasing liability, the tax
values of the right of use and the leasing liability are nil, giving rise to taxable and
deductible temporary differences, respectively. Even if the gross temporary differences
are equal, a deferred tax liability and asset must still be recognized. There were no impacts
on the Group financial statements following these changes.
• IFRS 17 – Insurance agreements
The accounting standard, published by the International Accounting Standards Board
(IASB) on 18 May 2017 and amended on 25 June 2020, replaces IFRS 4, as amended in
2020, and establishes an integrated approach to the accounting for insurance contracts,
with the objective of ensuring that companies disclose relevant information in their
financial statements, which gives a true picture of the contracts under consideration.
This information provides users of the financial statements with the elements to evaluate
the effect of insurance contracts on the financial position, economic results and cash flows
of companies.
IFRS 17 applies to insurance contracts, reinsurance contracts, as well as investment
contracts with discretionary participation elements. There were no impacts on the Group
financial statements following these changes.



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• Annual Improvements (2018-2020)
These are limited amendments to some standards (IFRS 1 First-time adoption of IFRS, IFRS
9 Financial Instruments, IAS 41 Agriculture and illustrative examples of IFRS 16 Leases)
which clarify the wording or correct omissions or conflicts between the requirements of
the IFRS standards. There were no impacts on the financial statements following these
changes.
4.2 International accounting standards and/or interpretations issued but not yet entered
into force and/or not endorsed
As required by IAS 8 "Accounting standards, changes in accounting estimates and errors", the
new Standards or Interpretations already issued, but not yet entered into force or not yet
endorsed by the European Union as of 31 December 2023 and therefore not applicable, and
the foreseeable impacts on the Financial Statements.
None of these Standards and Interpretations have been adopted by the Group in advance.
• Amendments to IAS 1 - Presentation of financial statements - Classification of liabilities
as current or non-current.
The amendments clarify the criteria that must be applied for the classification of liabilities
as current or non-current and specify that the classification of a liability is not influenced
by the probability that the settlement of the liability is postponed for twelve months
following the reference financial year. The Group's intention to liquidate in the short term
has no impact on the classification. These changes, which are scheduled to come into force
on 1 January 2024, have not yet been approved by the European Union. No impacts on the
classification of financial liabilities are expected following these changes.


• Amendments to IAS 1 - Presentation of financial statements - non-current liabilities with
covenants
These amendments specify that the covenants to be respected after the balance sheet
date do not affect the classification of the debt as current or non-current at the balance
sheet date. The amendments instead require the entity to provide information on these
covenants in the notes to the financial statements.
These changes, which will come into force on 1 January 2024, have not yet been approved
by the European Union. No impacts are expected on the classification of financial liabilities
and in terms of disclosure following these changes.

• Amendments to IFRS 16 Leases: Lease liabilities in a sale and leaseback transaction
These changes specify the requirements for accounting for a sale and leaseback after the
transaction date.

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In particular, in the subsequent measurement of the liability arising from the leasing
contract, the seller-lessee determines the "lease payments" and the "revised leasing
payments" in such a way as not to recognize profits or losses that relate to the retained
right of use.
These changes, which will come into force on 1 January 2024, have not yet been
approved by the European Union. No impacts on the financial statements are expected
as a result of these change.























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Notes
5. Intangible assets
Intangible assets almost entirely refer to the IT infrastructure and ERP of the company also
used for the purposes of the Group consolidation. The changes compared to the previous year
are shown below:


















€thousand
INTANGIBLE ASSETS
Net carrying amount
Net carrying amount 01.01.2023 increases decreases amortizations reclassification
increases from
business
combination
31.12.2023
Trademarks & patents - - - - - - -
Software 119 67 - (75) - - 112
Set-up costs - - - - - - -
Other intangibles assets - - - - - - -
Intangible assets under construction and advances
- - - - - - -
Net carrying amount intangible assets 119 67 - (75) - - 112

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6. Land, property, plant and equipment
The change in tangible fixed assets is shown below:
€thousand
PROPERTY, PLANT AND EQUIPMENT IMMOBILIZZAZIONI MATERIALI
Gross Value Valore lordo
Hystorical costs
01.01.2023 increases decreases
reclassification/oth
er changes
increases from
business
combination
31.12.2023
Land and buildings
- - - - - -
Plant and equipments
83 - - - - 83
Equipment
- - - - - -
Other
80 - - - - 80
Tangible assets under construction and advances
- - - - - -
Right of use assets
327 - - - - 327
Total hystorical costs
491 - - - - 491
PROPERTY, PLANT AND EQUIPMENT IMMOBILIZZAZIONI MATERIALI
Accumulated depreciation Fondi ammortamento
Accumulated depreciation
01.01.2023 amortizations decreases other changes
increases from
business
combination
31.12.2023
Land and buildings
- - - - - -
Plant and equipments
(30) (10) - - - (40)
Equipment
- - - - - -
Other
(31) (10) - - - (42)
Tangible assets under construction and advances
- - - - - -
Right of use assets
(208) (60) - - - (268)
total accumulated depretiation
(270) (80) - - - (350)
PROPERTY, PLANT AND EQUIPMENT IMMOBILIZZAZIONI MATERIALI
Net Value Valore netto
Net Value 01.01.2023 increases decreases amortizations other changes 31.12.2023
Land and buildings
- - - - - -
Plant and equipments
53 - - (10) - 43
Equipment
- - - - - -
Other
49 - - (10) - 38
Tangible assets under construction and advances
- - - - - -
Right of use assets
119 - - (60) - 60
Total Net Value
221 - - (80) - 141

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6 B. Right of use
The change in right-of-use assets detailed by underlying destination is shown below


Below are the financial items relating to existing leasing contracts divided by type:
- interest expense charged to the income statement on leasing liabilities;
- short-term and long/medium-term residual lease liabilities;
- the total outgoing financial flows.



Finally, we point out:
- the costs for leasing low-value assets charged to the income statement amount to Euro 36
thousand;
- the costs relating to the variable payments due for the leasing not included in the
measurement of the leasing liabilities amount to Euro 46 thousand.





€thousand
Right of use assets 01.01.2023 increases decreases amortizations other changes 31.12.2023
Land and buildings
119 (60) 60
Plant and equipments
- - -
Equipment
- - -
Other
- - -
Total
119 - - (60) - 60
€thousand
Interests Short term Medium/long term Cash Out
Land and buildings
(3) (74) - (75)
Plant and equipments
- - - -
Equipment
- - - -
Other
- - - -
Total
(3) (74) - (75)

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7. Equity investments
The item is detailed as follow

As at 31 December 2023, the company verified that the equity value calculated as the
difference between the enterprise value and the net financial position of each company was
at least equal to the value of the investment. There were no losses in value.
The increase compared to 31 December 2022 is due to "capitalised" costs relating to the
acquisition of Barbanera S.r.l. and Fossalto S.r.l.


8. Financial non current assets
They refer to medium-term loans granted to Giordano Vini S.p.A.






Amounts in Euro
Country
31.12.2023 31.12.2022
Giordano Vini SpA Italy 32,822,790 32,822,790
Provinco SpA Italy 21,433,193 21,433,193
Enoitalia SpA Italy 151,225,103 151,225,103
Enovation Brands Inc United States 15,065,547 15,065,547
Barbanera S.r.l. Italy 41,357,726 41,010,000
Fossalto S.r.l. Italy 2,000,000 2,000,000
Italian Wine Brands Uk Ltd England 1 1
Total 263,904,359 263,556,633

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9. Deferred Tax Assets
Deferred taxation arises from the following temporary differences:





10. Trade Receivables
Trade receivables from subsidiaries as of 31 December 2023 and 31 December 2022 are
detailed below:

Amounts at 31 december 2023
Euro thousand
Description Tax base Tax rate Balance
Remuneration of directors
2,040 24.00% 490
Exchange rate adjustment
17 24.00% 4
Total Deferred tax assets 494
Description
Exchange rate adjustment
123 24.00% 29
Total Provision for deferred taxes 29
Amounts at 31 december 2022
Euro thousand
Description Imponibile Aliquota Saldo
Remuneration of directors
132 24.00% 32
Total Deferred tax assets 32
€thousand
31.12.2023 31.12.2022
Trade receivables 5,800 2,558
Provision for bad debts 0 0
Total 5,800 2,558

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11. Current tax assets
Tax credits as of 31 December 2023 and 31 December 2022 are detailed below:
12. Other current assets
Le altre attività al 31 dicembre 2023 e al 31 dicembre 2022 sono dettagliate come da tabella
seguente:
With effect from the 2016 financial year, the Parent Company (together with the subsidiaries
Giordano Vini S.p.A. and Provinco Italia S.p.A.) opted for the national IRES tax consolidation
regime, the effects of which are also reported in the economic and financial results as at 31
December 2021.
Participation in the tax consolidation is governed by specific regulations which are in force for
the entire period of validity of the option.
In summary, the economic relationships of the tax consolidation are defined as follows:
- in relation to financial years with positive taxable income, the subsidiary companies pay to
the Consolidating Company the greater tax due to the Consolidating Company;
€thousand
31.12.2023 31.12.2022
VAT receivables 0 87
IRAP receivables 56 56
IRES receivables 561 18
IRPEF withholding tax 0 0
Others 0 0
Total 617 161
€thousand
31.12.2023 31.12.2022
Others 2,455 3,488
Advances to suppliers 92 76
Accruals and prepayments 172 10
Total 2,718 3,574

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- consolidated companies with negative taxable income receive compensation from the Parent
Company corresponding to 100% of the tax savings achieved at Group level accounted for on
an accrual basis. The compensation is instead paid only when it is actually used by the Parent
Company, for itself and/or for other Group companies;
- in the event that the Parent Company and the subsidiaries do not renew the option for the
national consolidation, or in the event that the requirements for the continuation of the
national consolidation cease before the three-year period of validity of the option, the tax
losses reportable resulting from the declaration are attributed to the consolidating company
or body.
Enoitalia SpA became part of the Group consolidation starting from the tax return as of 31
December 2022.
8-13. . Current and non current Financial Assets
Financial assets at 31 December 2023 and 31 December 2022 are detailed as per the following
table:
€thousand
31.12.2023
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Refund on Acquisitions 463 - - 463
Financial credit vs CFO (Buy-back) 0 - - 0
Total other lenders 463 - - 463
Giordano Vini 8,000 - - 8,000
Provinco - - - -
Enoitalia 11,000 - - 11,000
Total Loans to Subsidiaries 19,000 - - 19,000
Shareholder loans to Giordano Vini 6,100 18,000 - 24,100
Total Shareholder loans to Subsidiaries 6,100 18,000 - 24,100
Total 25,563 18,000 - 43,563

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14. Cash and cash equivalents
Cash and cash equivalents as of 31 December 2023 and 31 December 2022 are detailed as per
the following table:
€thousand
31.12.2022
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Refund on Acquisitions 480 - - 480
Financial credit vs CFO (Buy-back) 187 - - 187
Total other lenders 666 - - 666
Giordano Vini 8,000 - - 8,000
Provinco - - - -
Enoitalia 11,000 - - 11,000
Total Loans to Subsidiaries 19,000 - - 19,000
Shareholder loans to Giordano Vini 4,000 24,100 - 28,100
Total Shareholder loans to Subsidiaries 4,000 24,100 - 28,100
Total 23,666 24,100 - 47,766
€thousand
31.12.2023 31.12.2022
Bank deposits 2,043 3,887
Total 2,043 3,887

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15. Net Equity
The company's equity is made up as follows:


Share capital
As of 31 December 2023, the share capital of Italian Wine Brands is equal to Euro 1,124,468
divided into no. 9,459,983 ordinary shares, all without indication of par value.
• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held on second call on
26 July 2021, approved the proposal to increase the share capital by payment and indivisibly,
for the total amount of Euro 45,500,000.00 (of which Euro 166,412.10 as capital and Euro
45,333,587.90 as a surcharge). The Reserved Capital Increase involves the issuance of a total
of no. 1,400,000 new ordinary shares of the Company, without nominal value, at the unit
subscription price of Euro 32.50 (including premium), with exclusion of the option right
pursuant to article 2441, paragraph 5 of the Civil Code, from reserve for subscription to Gruppo
Pizzolo S.r.l. and released in cash also through compensation.
The Reserved Capital Increase is part of an investment operation by IWB, which involves the
acquisition by the Company of the entire share capital of Enoitalia S.p.A. (“Enoitalia”) and the
reinvestment of Gruppo Pizzolo, majority shareholder of Enoitalia, in the share capital of IWB
through the subscription and release in cash, also through compensation, of the Reserved
Capital Increase
The acquisition transaction was completed on July 27, 2021.

• The Extraordinary Shareholders' Meeting of Italian Wine Brands S.p.A. held on second call on
16 December 2022, approved the new proposal to increase the subscribed and paid-up share
capital following the execution of the paid and indivisible share capital increase, for the total
amount of Euro 26,316,240, 00 (of which Euro 78,203.00 as capital and Euro 26,238,037.00 as
share premium) through the issue of a total of no. 657,906 new ordinary shares of the
Company (ISIN: IT0005075764), without par value, at the unit subscription price of Euro 40.00
Amounts in EUR
31.12.2023 31.12.2022
Share capital 1,124,468 1,124,468
Legal reserve 209,253 209,253
Share premium reserve 136,137,072 136,137,072
Reserve for actuarial gains on defined benefit plans (2,435) 5,070
Reserve for stock grants 789,694 -
Reserve for the purchase of treasury shares (1,243,417) (258,760)
Prior profits/(losses) 36,037,059 27,537,536
Profit/(loss) of the period 7,204,028 9,444,454
Total reserves 179,131,253 173,074,624
Total shareholders’ equity 180,255,722 174,199,092

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(including premium), with exclusion of the option right pursuant to art. 2441, paragraph 5 of
the Civil Code, reserved for subscription to Holding Marco Barbanera S.r.l. (“HMB”) and
Holding Paolo Barbanera S.r.l. (“HPB”).
The Reserved Capital Increase is part of the IWB investment operation announced on 22
November 2022 and completed on 22 December 2022, which envisaged: (i) the acquisition by
the Company of the entire share capital of Barbanera S.r.l. (“Barbanera”) and Fossalto S.r.l.
(“Fossalto”, together with Barbanera the “Target”), (ii) the reinvestment of HPB and HMB,
shareholders of the Targets, in the share capital of IWB through the subscription and release
in cash, also through compensation, of the Capital Increase Reserved.
The certification of the execution of the Reserved Capital Increase pursuant to art. 2444 of the
Civil Code was filed with the Company Register of Milan Monza Brianza Lodi on 22 December
2022.
Reserves
The share premium reserve was generated by the listing operation, which took place in 2015
and increased in 2021 as a result of the capital increase as described in the previous paragraph.
The reserve for defined benefit plans is generated by the actuarial profits/(losses) deriving
from the valuation of severance pay pursuant to IAS 19 accumulated.
The other reserves consist of Euro 3,112 thousand of the reserve for "under common control"
operations generated by the first consolidation which took place during the first half of 2015
of the company Giordano Vini S.p.A., net of a negative reserve of Euro 498 thousand generated
by the direct accounting to equity, pursuant to IAS 32 of the charges incurred by the parent
company in relation to the aforementioned capital transactions net of the related deferred
taxation.
As of December 31, 2023, the Parent Company holds n. holds no. 65,259 ordinary shares,
representing 0.69% of the ordinary share capital in circulation.


















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16. Financial Liabilities
The situation as of 31 December 2023 is as follows:


Financial debt as of 31 December 2023 consists of the following loans:
• Senior, non-convertible, non-subordinated and unsecured bond loan of Euro 130 million
issued by Italian Wine Brands S.p.A. on 13 May 2021 with a duration of 6 years (expires 13 May
2027), bullet repayment, annual fixed rate of 2.50%, annual interest. The bond is listed on the
MOT market managed by Borsa Italiana and on the Irish Stock Exchange managed by Euronext
Dublin.

€thousand
31.12.2023
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - 131,248 - 131,248
Short-term unsecured loans - - - -
Revolving loans - - - -
Other loans in addition to e.g. unsecured loans
- - - -
Financial accrued expenses and charges to be settled
17 - - 17
Total Banks 17 - - 17
Payables to factoring companies - - - -
Deferred price acquisitions - 4,405 - 4,405
Other financial loans - - - -
Total other lenders - 4,405 - 4,405
Total 17 135,652 - 135,670
€thousand
31.12.2022
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - 131,018 - 131,018
Short-term unsecured loans - - - -
Revolving loans - - - -
Other loans in addition to e.g. unsecured loans
8,000 - - 8,000
Financial accrued expenses and charges to be settled
19 - - 19
Total Banks 8,019 - - 8,019
Payables to factoring companies - - - -
Deferred price acquisitions - 7,621 - 7,621
Other financial loans - - - -
Total other lenders - 7,621 - 7,621
Total 8,019 138,639 - 146,659

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• The Price The deferred price for the acquisition of Enovation Brands Inc. refers to the
unconditional consideration to be paid to the sellers and for which a deferred payment has
been agreed respectively equal to (i) USD 3.3 million no later than on 10 January 2023 (ii) USD
3.3 million no later than 10 January 2024 (iii) USD 1.4 million no later than 1 May 2024. The
debt is reduced by USD 927 thousand in consideration of the repayment envisaged pursuant
to art. 8 of the financing contract as a result of the fraud that emerged in the company's
accounts during the preparatory activities for the preparation of the consolidated financial
statements. For further details, please refer to paragraph 2.2 Significant events that occurred
during the year.

• The earn out of a total of Euro 1,000,000.00 to be paid pro-rata to Holding Marco Barbanera
and Holding Paolo Barbanera in the first half of 2024 in the presence of an increase in the
average Ebitda for the two-year period 2022-2023 compared to 2021 for the company
Barbanera S.r.l. and Fossalto S.r.l.

Financial payables are recorded in the financial statements at the value resulting from the
application of the amortized cost, determined as the initial fair value of the liabilities net of the
costs incurred to obtain the financing, increased by the cumulative amortization of the
difference between the initial value and the final value. maturity, calculated using the effective
interest rate where the application of the amortized cost method is not relevant compared to
the nominal value
The aforementioned financing contracts present similar clauses and practices for this type of
operation, such as, for example: (i) provision of a financial covenant (calculation envisaged at
Italian Wine Brands Group level) based on the trend of certain financial parameters at
consolidated Group level; (ii) information obligations in relation to the occurrence of significant
events affecting the Company, as well as corporate information; (iii) commitments and
obligations, usual for financing operations of this kind, such as, by way of example, limits on
the assumption of financial debt and the sale of one's assets, prohibition on distributing
dividends or reserves where certain financial parameters are not respected.
The 'Lease liabilities' relate to the entry into force from 01 January 2019 of the accounting
standard IFRS 16 which provided for the registration of lease contracts in the accounts by
indicating in the non-current assets the amount corresponding to the " Right of use” as a
counterpart to a liability calculated as the present value of future cash disbursements inherent
to the contract itself.
For details, please refer to paragraph 6 B. Rights of use assets.





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17. Termination benefits
Defined contribution plans
In the case of defined contribution plans, the Company pays contributions to public or private
insurance institutions on the basis of a legal or contractual obligation, or on a voluntary basis.
With the payment of contributions the Group fulfills all its obligations.
Payables for contributions to be paid at the closing date are included in the item "Other current
liabilities"; the cost pertaining to the period accrues on the basis of the service provided by the
employee and is recorded under the item "Personnel costs" in the relevant area.
Defined benefit plans
The plans in favor of employees, which can be configured as defined benefit plans, are
represented by severance pay (TFR); the liability is instead determined on an actuarial basis
with the "unit credit projection" method. The actuarial profits and losses determined in the
calculation of these items are shown in a specific equity reserve. The movements in the TFR
liability as of 31 December 2023 are shown below.

The "provision for costs for employee benefits" component, "contribution / benefits paid"
are recorded in the income statement under the item "Personnel costs" in the relevant area.
The “financial expenses / (income)” component is recognized in the income statement under
the item “Financial income (expenses)”, while the “actuarial profits/(losses)” component is
shown among other comprehensive income and included in a net equity reserve called
“Reserve for defined benefit plans”.
The main actuarial assumptions used are the following:

€thousand
31.12.2023 31.12.2022
Provision at 01.01. 43 37
Provisions 14 12
Increases from business combinations 0 0
Increases from transactions “under common control”
0 0
Advances paid during the period
0 0
Benefits paid out in period
(6) 0
Actuarial (gains)/losses
8 (7)
Financial costs 1 (0)
Provision at the end of the period 60 43
Actuarial assumptions 31.12.2023 31.12.2022
Discount rate 3.67% 3.01%
Inflation rate 1.59% 4.53%
Expected average turnover 12.72% 8.87%

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19. Trade Payables
This item includes all debts of a commercial nature which have the following geographical
distribution:
20. Other current liabilities
Other liabilities are made up as follows:
21. Revenue from sales and other income
Revenues from sales relate to services provided to subsidiaries and regulated by contracts.
22. Purchasing costs
Purchase costs refer to office materials
€thousand
31.12.2023 31.12.2022
Suppliers Italy 341 317
Suppliers Foreign markets (12) 1
Total 328 319
€thousand
31.12.2023 31.12.2022
Employees 335 259
Social security institutions 595 127
Directors 980 0
Accruals and deferred income
0 0
Others 941 15
Total 2,851 400

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23. Costs for services
The costs for services at 31 December 2023, compared with those of the previous year, are
detailed below:
A) Escluding non recurring costs


B) Including non recurring costs



Adjusted €thousand
Services from third parties 84 103
Fees and rents 181 182
Consulting 597 402
Advertising costs 6 4
Utilities 11 8
Remuneration of Directors, Statutory Auditors and Supervisory Body
2,388 320
Maintenance 9 3
Other costs for services 516 105
Non-recurring expenses (1,744) (45)
Total 2,049 1,083
31.12.2023
31.12.2022
€thousand
31.12.2023 31.12.2022
Services from third parties 84 103
Fees and rents 181 182
Consulting 597 402
Advertising costs 6 4
Utilities 11 8
Remuneration of Directors, Statutory Auditors and Supervisory Body
2,388 320
Maintenance 9 3
Other costs for services 516 105
Total 3,793 1,128

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The remuneration of directors, statutory auditors and supervisory bodies is detailed as follows:
24. Personnel costs
Personnel costs as of 31 December 2023, compared with those of the previous year, are
detailed below:
€thousand
31.12.2023 31.12.2022
Directors 2,321 276
Statutory auditors 55 44
SB 12 0
Total 2,388 320
€thousand
Audit Consulting
Holding 56 0
Total 56 0
€thousand
31.12.2023 31.12.2022
Wages and salaries 969 781
Social security charges 330 315
Termination benefits 54 39
Stock grant 62 0
Other costs 35 10
Total 1,450 1,145

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The table below indicates Holding Headcount


25. Other operating costs
The item "other operating costs" amounts to Euro 178 thousand compared to Euro 115
thousand at 31 December 2022.

26. Financial income and charges
Financial income and expenses are detailed in the following tables:


At Average no At Average no At Average no
31.12.2023 31.12.2023 31.12.2022 31.12.2022 31.12.2021 31.12.2021
Executives 4 5 5 5 4 3
Middle managers 2 2 2 2 2 1
Employee 1 1 1 0
Workers
Total
7 8 8 7 6 4
€thousand
31.12.2023 31.12.2022
On current accounts 1,064 848
Dividends 11,360 12,180
Exchange rate gain/(loss) 123 10
Others 0 1
Total 12,547 13,038
€thousand
31.12.2023 31.12.2022
Bond interests (3,479) (3,473)
Loans (124) (5)
Lease liabilities (3) (5)
Bank fees and charges (4) (14)
Exchange rate gain/(loss) (29) (132)
Others (10) (5)
Total (3,648) (3,634)

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In detail, interest on loans includes:
- interest expense on medium-long term loans;
- bank commissions and expenses including those for sureties.
27. Taxes
Taxes at 31 December 2023, compared with those of the previous year, are detailed below:
28. Agreements with Related parties
The operations carried out fall within normal business management, within the typical activity
of each interested party, and are regulated under standard conditions.
In summary we note:
(i) a commercial leasing contract stipulated on 1 February 2012 between Provinco Italia S.p.A.
and Provinco S.r.l. pursuant to which Provinco S.r.l. has leased to Provinco Italia S.p.A. the
property located in Rovereto (TN) – Via per Marco, 12/b; the lease has a duration of six years
(until 31 January 2018) with tacit renewal for the same period unless canceled 12 months
before the expiry; the agreed fee is equal to Euro 60 thousand per year indexed to the ISTAT
index plus VAT. For 2023 the fee was Euro 69,067.14.
(ii) a service contract with Electa SpA regarding support for investor relations activities for an
amount of Euro 40 thousand on an annual basis.
The relationships described above are regulated at market conditions.
€thousand
31.12.2023 31.12.2022
IRES 1,017 860
IRAP 0 0
Taxes for prior periods (42) (19)
Total current taxes 975 842
Prepaid taxes 462 (53)
Deferred taxes (29) 0
Total deferred taxes 432 (53)
Total 1,407 788

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It should also be noted that on 1 August 2023, as detailed in the paragraph Significant events
that occurred during the year, following the favorable opinion of the independent director, the
amendments to the ownership contract were signed with Norina S.r.l and the brothers
Giovanni Pecora and Alberto Pecora aimed at formalizing (i) the recognition in favor of IWB of
the economic and financial effects prior to the closing for the fraud suffered by Enovation itself
(ii) the postponement to 2024-2025 of the performance objectives to which the determination
of the deferred price is linked for the acquisition of 55% of Enovation Brands Inc.
Please note that the Parent Company IWB has adopted and follows the related Related Party
Procedure in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.

29. Atypical and unusual operations
Pursuant to Consob communication no. DEM/6064293 of 28 July 2006, it is specified that
during the period the Group did not carry out atypical or unusual operations, as defined by the
communication itself, according to which atypical and/or unusual operations are those
operations which due to their significance/relevance , nature of the counterparties, object of
the transaction, method of determining the transfer price and timing of the event may give
rise to doubts regarding: the correctness/completeness of the information in the financial
statements, the conflict of interests, the protection of the company assets, the protection of
minority shareholders.

30. Significant events occurred during the year
In January 2023, as part of the activities aimed at closing the consolidated financial statements
as of 31 December 2022, a fraud emerged which affected the accounts of the company
Enovation Brands Inc starting from years prior to the acquisition by the IWB Group:
(i) the amount prior to the closing is regulated pursuant to the declarations and guarantees of
the SPA and has been consequently deducted from the acquisition price;
(ii) the amount following the closing, net of the tax benefit and the third party share, is equal
to Euro 457 thousand and was accounted for in the financial statements closed on 31
December 2022.
On 27 April 2023 the Shareholders' Meeting in second call resolved:
• the 2023–2025 Incentive Plan which aims to (i) aligning the interests of executive directors
and managers with strategic responsibilities with those of shareholders, allowing the pursuit

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of important economic-financial targets (ii) retain the beneficiaries within the group; and (iii)
develop a sense of belonging for key resources through the attribution of tools representing
the value of the Company.
• the authorization to purchase and dispose of treasury shares for the purpose of providing
the Company with a stock of treasury shares to be allocated to service the Incentive Plan, as
consideration in extraordinary operations - including the exchange of shareholdings with
other parties, in the scope of operations in the interest of the Company, such as potential,
further sector aggregations under continuous analysis and evaluation by the Board of
Directors - as well as any future incentive and loyalty plans adopted by the Company and/or
other purposes permitted pursuant to by law in the interests of the Company itself.
• to allocate the 2022 profit for the year of Euro 9.444 thousand as per the proposal of the
Board of Directors and in particular to distribute an ordinary monetary dividend of Euro 0.1
per share, gross of the withholding tax set aside by law, for each share existing and entitled to
the dividend, with therefore exclusion from the calculation of n. 10,681 treasury shares owned
by the company, for a total dividend of Euro 946 thousand. The ex-dividend date was May 2,
2023, record date May 3, and payment starting from May 4, 2023.
• the appointment of the Board of Statutory Auditors, which will remain in office until the
approval of the 2025 financial statement.
On 28 April 2023, it was completed the merger deed between Giordano Vini S.p.A. and
Pro.di.ve S.r.l (Svinando platform). The objective of this operation is the ever-increasing
integration of digital sales platforms aimed at (i) offering customers an increasingly innovative
mix of own-brand products/third-party products with very high recognisability (ii) increasing
effective market penetration aimed at acquiring new customers. The corporate simplification
thus obtained is also functional to optimizing costs.
On 01 August 2023 the agreements were finalized respectively between:
(i) IWB S.p.A and Norina S.r.l;
(ii) IWB S.p.A and the “brothers” Giovanni Pecora and Alberto Pecora.
aimed on the one hand (i) at formalizing the recognition, in favor of IWB S.p.A, of the amounts
deriving from the fraud perpetrated to the detriment of Enovation Brands Inc (which occurred
on dates prior to the closing) both in terms of amount and in terms of dates and methods of
disbursement in line with the amounts included in the financial statements as at 31 December
2022 (ii) and to redefine the time terms for the recognition of the conditions for the fulfillment
of the deferred price relating to the acquisition of Enovation Brands Inc. (from the average
Ebitda of the two-year period 2022/ 2023 to the average Ebitda of the two-year period

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2024/2025). At the same time and consistently, the deadline for payment of the third tranche
of the Enovation stake acquired by Norina S.r.l. was extended from 10 May 2024 to 10 May
2026.
The signing of the contracts was preceded by the favorable opinion of the independent
director as the amendment constitutes an agreement with related parties.
On 14 September 2023, the Boards of directors of the Group's Italian subsidiaries approved
the corporate reorganization projects aimed at rationalizing and increasing the efficiency of
the operating companies. The objective was to concentrate Italian activity on two operating
companies (from 6 to the beginning of 2024):
a) one whose mission is sales to business customers (both wholesale channel and ho.re.ca
channel) and production for all Group companies, further improving sales synergies and
optimizing product and process costs;
b) one focused on direct sales to end customers.
The proposed merger operation therefore aims to rationalize the organization of the activities
of the companies involved, improving efficiency and simplifying management, dedicating the
two companies to a specific business each.
Finally, the Merger will make it possible to achieve significant savings in the governance and
administrative management costs of the entities involved and will make it possible to seek
balanced operational dimensions that allow the competitive challenge and development of
the company to be met.
The demerger and merger deeds were finalized on 5 December and effective from 31
December 2023 and 1 January 2024 respectively.

31. Significant events that occurred after the end of the financial year
There are no significant events following the end of the financial year other than the
effectiveness of the merger between Provinco Italia S.p.A., Enoitalia S.p.A, Barbanera S.r.l. and
Fossalto S.r.l. which took place on 1 January 2024.




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32. Outlook
As a consequence of the corporate reorganisation, in 2024 IWB S.p.A will benefit from a leaner
corporate structure which will allow for easier and more functional coordination, greater cash
flows and dividends.
*****
For the Board of Directors
Chief Executive Officer and President
Alessandro Mutinelli