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GRO/ADN/irm - RC061842024BD1363








ITALIAN WINE BRANDS S.p.A.
Independent auditor’s report pursuant to article 14 of
Legislative Decree no. 39 of 27 January 2010 and
article 10 of Regulation (EU) no. 537/2014
Consolidated financial statements as At
31 December 2024

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

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Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, 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.


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





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

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


Report on the audit of 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 at 31 December 2024, the consolidated
statement of comprehensive income, the consolidated statement of changes in shareholders’ equity and
the statement of cash flow for the year then ended and notes to the consolidated financial statements,
including material information on the accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
the Group as at 31 December 2024 and of its financial performance and cash flows for the year then
ended in accordance with the IFRS Accounting Standards issued by the International Accounting Standards
Board and endorsed by the European Union, as well as the Italian regulations implementing article 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 the parent
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, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 2 di 5


Key audit matter
Audit procedures addressing the key audit matter

Impairment of goodwill
Note 2.1 “Accounting policies – Goodwill”
Note 6 “Goodwill”
The total goodwill, amounting to €215,969
thousand, arises from the following business
combinations: IWB Italia S.p.A. for €186,077
thousand, Enovation Brands INC for €17,038
thousand, and Raphael Dal Bo AG for €12,854
thousand.
As of December 31, 2024, the goodwill was
subjected to an impairment test, which consists of
estimating the recoverable amount of the CGUs –
represented by the subsidiaries – and comparing it
with the net carrying amount of the related assets,
including goodwill, in accordance with IAS 36.
The value in use corresponds to the present value
of the future cash flows expected to be associated
with the assets subject to impairment, using a
discount rate that reflects the specific risks of the
individual CGUs at the valuation date.
The assessment of the recoverability of goodwill
represents a key aspect in the audit of the
consolidated financial statements, considering the
degree of subjectivity inherent in the
determination of the variables used for the
estimation of the value in use.


The audit procedures performed included, among
other things:
▪

Verification of the impairment test with the
support of BDO specialists, with particular
reference to:
— reasonableness of the main assumptions
and hypotheses underlying the cash flow
forecasts;
— compliance of the methodology used in
light of the applicable accounting
standards;
— examination of the key assumptions
underlying the impairment model with
reference to the discount rate, growth
rate, and determination of the terminal
value;
— verification of the mathematical
accuracy of the impairment model.
▪

Verification of the adequacy of the
information provided in the notes to the
financial statements.
Responsibilities of the Directors and the Board of Statutory Auditors for the consolidated financial
statements
The directors are responsible for the preparation of consolidated financial statements that give a true
and fair view in accordance with the IFRS Accounting Standards issued by the International Accounting
Standards Board and endorsed by the European Union and the Italian regulations implementing article 9
of Legislative Decree no. 38/05 and, within the terms established by the Italian 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.
The directors are responsible for assessing the Group’s ability to continue as a going concern and for the
appropriate use of the going concern basis in preparation of the consolidated financial statements and for
the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the
directors believe that the conditions for liquidating the Parent (Italian Wine Brands S.p.A.) or ceasing
operations exist or have 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, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 3 di 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 maintained
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 we identified during our audit.
We have also provided those charged with governance with a statement that we have complied with ethics
and independence rules and standards applicable in Italy and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable, the
measures taken to eliminate those threats or the safeguards 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, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 4 di 5
Other information communicated pursuant to article 10 of Regulation (EU) no. 537/2014
On 22 April 2021, the Shareholders’ meeting of Italian Wine Brands S.p.A. appointed us to perform the
statutory audit of its separate and consolidated financial statements for the years ending from 31
December 2021 to 31 December 2029.
We declare that we did not provide the prohibited non-audit services referred to in article 5, paragraph 1,
of Regulation (EU) no. 537/2014, and that we remained independent of the Company in conducting the
audit.
We confirm that the opinion on the consolidated financial statements expressed in this report is consistent
with the additional report to the board of statutory auditors, in its capacity as audit committee, prepared
pursuant to article 11 of the aforementioned Regulation.

Report on other legal and regulatory requirements
Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815
The directors 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 at 31 December 2024 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 with the requirements of
the Delegated Regulation.
In our opinion, the consolidated financial statements at 31 December 2024 have been prepared in XHTML
format and have been marked-up, in all material respects, in compliance with the provisions of Delegated
Regulation (EU) 2019/815.

Opinion and statement pursuant to article 14, paragraph 2, letters e), e-bis) and e-ter), of Legislative
Decree no. 39/10 and article 123-bis, paragraph 4, of Legislative Decree no. 58/98
The directors of Italian Wine Brands S.p.A. are responsible for the preparation of the group’s reports on
operations and on corporate governance and ownership structure of the Italian Wine Brands Group as at 31
December 2024, including their consistency with the related consolidated financial statements and their
compliance with the applicable law.
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 certain specific information
presented in the report on corporate governance and ownership structure required by article 123-
bis, paragraph 4, of Legislative Decree no. 58/98 with the consolidated financial statements;
• express an opinion on the compliance of the report on operations and certain specific information
presented in the report on corporate governance and ownership structure required by article 123-
bis, paragraph 4, of Legislative Decree no. 58/98 with the applicable law;
• issue a statement of any material misstatements in the report on operations and certain specific
information presented in the report on corporate governance and ownership structure required by
article 123-bis, paragraph 4, of Legislative Decree no. 58/98.
In our opinion, the report on operations and the specific information presented in the report on corporate
governance and ownership structure required by article 123-bis, paragraph 4, of Legislative Decree no.
58/98 are consistent with the group’s consolidated financial statements at 31 December 2024.
Moreover, in our opinion, the report on operations and the specific information presented in the report on
corporate governance and ownership structure required by article 123-bis.4 of Legislative Decree no.
58/98 have been prepared in compliance with the applicable law.

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ITALIAN WINE BRANDS S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 5 di 5
With reference to the statement pursuant to article 14, paragraph 2, letter e-ter), 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, 8 April 2025


BDO Italia S.p.A.
Signed by

Giovanni Rovelli
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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GRO/ADN/irm – RC061842024BD1365








ITALIAN WINE BRANDS S.p.A.
Independent auditor’s report pursuant to article 14
of Legislative Decree no. 39 of 27 January 2010 and
article 10 of Regulation (EU) no. 537/2014
Financial statements as at 31 December 2024

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

Graphics










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


Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, 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 of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014

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


Report on the audit of the separate financial statements
Opinion
We have audited the separate financial statements of Italian Wine Brands S.p.A. (the “Company”), which
comprise the statement of financial position as at 31 December 2024, the comprehensive income
statement, the statement of changes in equity and the statement of cash flow for the year then ended,
and notes to the financial statements, including material information on the accounting policies.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
as at 31 December 2024 and of its financial performance and cash flows for the year then ended in
accordance with the IFRS Accounting Standards issued by the International Accounting Standards Board
and endorsed by the European Union, as well as the Italian regulations implementing article 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 separate 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 separate financial statements of the current period. These matters were addressed in the
context of our audit of the separate 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, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 2 di 5


Key audit matter
Audit procedures addressing the key audit matter

Valuation of investments
Note 2.1 “Accounting policies – investments”
Note 7 “Equity investments”
The investments are recognized in the financial
statements for a total value of €292,576 thousand
and relate to the wholly owned subsidiaries IWB
Italia S.p.A., Giordano Vini S.p.A., Enovation
Brands INC, and Italian Wine Brands UK Ltd.
Investments in subsidiaries and associates are
valued at cost, potentially reduced in the event of
capital or capital reserve distributions or in the
presence of impairment losses determined by
applying the impairment test.
The valuation of investments represents a potential
key audit matter in the audit of the financial
statements, considering the degree of subjectivity
inherent in the determination of the variables used
for the estimation of the recoverable amount.


The audit procedures performed included, among
other things:
▪

Comparison of the carrying amount of the
investment with the ownership share of the
investee's shareholders' equity by obtaining
the draft financial statements at the end of
the reporting period;
▪

Verification of the impairment test with the
support of BDO specialists, with particular
reference to:
— reasonableness of the main assumptions
and hypotheses underlying the cash flow
forecasts;
— compliance of the methodology used in
light of the applicable accounting
standards;
— examination of the key assumptions
underlying the impairment model with
reference to the discount rate, growth
rate, and determination of the terminal
value;
— verification of the mathematical
accuracy of the impairment model.
▪

Verification of the adequacy of the
information provided in the notes to the
financial statements.

Responsibilities of the Directors and the Board of Statutory Auditors for the separate financial
statements
The directors are responsible for the preparation of separate financial statements that give a true and
fair view in accordance with the IFRS Accounting Standards issued by the International Accounting
Standards Board and endorsed by the European Union and the Italian regulations implementing article 9
of Legislative Decree no. 38/05 and, within the terms established by the Italian 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.
The directors are responsible for assessing the Company’s ability to continue as a going concern and for
the appropriate use of the going concern basis in the preparation of the separate financial statements
and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless
the directors believe that the conditions for liquidating the Company or ceasing operations exist or have
no realistic alternative but to do so.
The board of statutory auditors is responsible for overseeing, within the terms established by Italian law,
the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate 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 separate financial statements.

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ITALIAN WINE BRANDS S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 3 di 4
As part of an audit in accordance with ISA Italia, we exercised professional judgment and maintained
professional skepticism throughout the audit. We also have:
▪

identified and assessed the risks of material misstatement of the separate 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 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 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 separate 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 separate financial statements,
including the disclosures, and whether the separate 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 we identified during our audit.
We have also provided those charged with governance with a statement that we have complied with ethics
and independence rules and standards applicable in Italy and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable, the
measures taken to eliminate those threats or the safeguards applied.
From the matters communicated with those charged with governance, we determined those matters that
were of most significance in the audit of the separate financial statements of the current period and are,
therefore, the key audit matters. We described these matters in our auditor’s report.

Other information communicated pursuant to article 10 of Regulation (EU) no. 537/2014
On 22 April 2021, the Shareholders’ meeting of Italian Wine Brands S.p.A. appointed us to perform the
statutory audit of its separate and consolidated financial statements for the years ending from 31
December 2021 to 31 December 2029.
We declare that we did not provide the prohibited non-audit services referred to in article 5, paragraph 1,
of Regulation (EU) no. 537/2014, and that we remained independent of the Company in conducting the
audit.
We confirm that the opinion on the separate financial statements expressed in this report is consistent
with the additional report to the board of statutory auditors, in its capacity as audit committee, prepared
pursuant to article 11 of the aforementioned Regulation.




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ITALIAN WINE BRANDS S.p.A. | Independent auditor’s Report pursuant to article 14 of Legislative Decree no. 39, of 27 January 2010 and article 10 of
Regulation (EU) no. 537/2014 Pag. 4 di 4
Report on other legal and regulatory requirements
Opinion on the compliance with the provisions of Commission 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 separate financial statements at 31 December 2024 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 separate financial statements with the requirements of the
Delegated Regulation.
In our opinion, the separate financial statements at 31 December 2024 have been prepared in XHTML
format and have been marked-up in compliance with the provisions of Delegated Regulation (EU)
2019/815.
Opinion and statement pursuant to article 14, paragraph 2, letters e), e-bis) and e-ter), of Legislative
Decree no. 39/10 and article 123-bis, paragraph 4, of Legislative Decree no. 58/98
The directors are responsible for the preparation of a directors’ report and a report on corporate
governance and ownership structure at 31 December 2024, including their consistency with the related
separate financial statements and their compliance with the applicable law.
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 certain specific information
presented in the report on corporate governance and ownership structure required by article 123-
bis, paragraph 4, of Legislative Decree no. 58/98 with the separate financial statements;
• express an opinion on the compliance of the report on operations and certain specific information
presented in the report on corporate governance and ownership structure required by article 123-
bis, paragraph 4, of Legislative Decree no. 58/98 with the applicable law;
• issue a statement of any material misstatements in the report on operations and certain specific
information presented in the report on corporate governance and ownership structure required by
article 123-bis, paragraph 4, of Legislative Decree no. 58/98.
In our opinion, the report on operations and the specific information presented in the report on corporate
governance and ownership structure required by article 123-bis, paragraph 4, of Legislative Decree no.
58/98 are consistent with the company’s separate financial statements at 31 December 2024.
Moreover, in our opinion, the report on operations and the specific information presented in the report on
corporate governance and ownership structure required by article 123-bis.4 of Legislative Decree no.
58/98 have been prepared in compliance with the applicable law.
With reference to the statement pursuant to Article 14, paragraph 2, letter e-ter), 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, 8 April 2025

BDO Italia S.p.A.
Signed by

Giovanni Rovelli
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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2 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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Index
Composition of the Corporate and Control Bodies 4
Letter to the Shareholders 5
Key figures 7
Directors' Report on Operations 8
1. Analysis of the Company's situation, market trends and results of
operations 8
1.1 Markets 8
1.1.1 International market 8
1.1.2 Domestic market 10
1.1.3 Trends 11
1.2 The IWB Group 13
1.2.1 Strategy and results 13
1.2.2 Stock performance 15
1.2.3 Group Structure 16
1.2.4 Summary of financial results 18
1.2.5 Financial situation of the Parent Company 26
1.2.6 Consolidated net financial position 28
1.3 Revenue and profit margins 29
2. Significant events 39
3. Outlook 43
4. Code of Ethics and the Organisational Model 44
5. Related-party transactions 44
6. Information on food safety, environment and sustainability, health and
safety, and ethics 45
7. Treasury shares 52
8. Risks 53
9. Statement of directors' responsibility 55
Consolidated Annual Financial Report
Consolidated financial position 58
Comprehensive income statement 59
Statement of changes in equity 60
Statement of cash flows 61
Form and content of the Consolidated Annual Financial Report 62
Explanatory notes 90
Separate Annual Financial Report 130
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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Composition of the Corporate and Control Bodies
Board of Directors
Alessandro Mutinelli
(Chairman and Chief Executive Officer)
Giorgio Pizzolo
(Deputy Chairman)
Simone Strocchi
Sofia Barbanera
Antonella Lillo
(Independent Director)
Massimiliano Mutinelli
Marta Pizzolo
Board of Statutory Auditors
David Reali
(Chairman of the Board of Statutory Auditors)
Debora Mazzaccherini
(Standing Auditor)
Eugenio Romita
(Standing Auditor)
Independent Auditors
BDO Italy S.p.A.
Euronext Growth Advisor
Value Track SIM S.p.A.
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Letter to the Shareholders
To the Shareholders,
In January 2025 Italian Wine Brands, the first listed Italian group in the wine sector, celebrated
the 10th anniversary of its listing on the EGM segment of the Stock Exchange, a milestone
that demonstrates extraordinary growth and constant expansion on the global market.
The debut dates back exactly to 29 January 2015, when the Group was created with the
vocation of winery aggregator to create a sector champion in what historically was a very
fragmented wine market. The foundation of the IWB Group actually took place at the same
time as the listing on the AIM market (now the EGM), consolidating at the time of its launch
two companies, namely the Trentino-based Provinco Italia and the Piedmont-based Giordano
Vini.
An operation with an industrial vision that has demonstrated and still represents how finance,
understood as "construction capital" and not mere trading, can help in the formation of
industry champions led by determined and visionary entrepreneurs, who themselves become
sector aggregators and driving forces of entire Italian supply chains of excellence.
Since its market debut in 2015, the Italian Wine Brands stock has increased in value by more
than 130%, going from €10 per share at the time of listing to over €22 today. At the same time,
the market capitalisation has gone from around 60 million euro on the day of the IPO to over
210 million today, confirming the Group's solidity and investors' appreciation. Today, with over
70% of free float, IWB is a genuine public company, with thousands of shareholders, including
Italian and foreign institutional investors and private citizens.
Currently, Italian Wine Brands is among the top private national groups in terms of turnover,
an industry leader that drives an important supply chain of excellence, the Italian wine
industry, with a strong and widely recognised positioning, thanks to proprietary brand
products sold throughout the world, through the main distribution channels that are
constantly monitored. All this, also supported by external growth, in line with management's
key objectives since the first day of listing. In addition to Giordano Vini and Provinco, over the
years the Group has aggregated five other companies - Svinando, Raphael Dal Bo, Enoitalia,
Enovation Brands and Barbanera - involving all the founders and families of the companies as
they were consolidated in the project and in the capital of the company.
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Over the years, Italian Wine Brands has seen a significant increase in turnover, which has gone
from 140 million euro in 2015 to 400 million now, with over 80% of sales made on
international markets. Today IWB distributes some 160 million bottles in over 90 countries
(on 5 continents), compared with 44 million sold in 2015. The Group has in its portfolio more
than 70 brands, proprietary and private labels, split by type of product, demonstrating its
ability to create high quality wines that respond to the ever-evolving taste of any aficionado.
With a consolidated presence in international markets and new development goals, Italian
Wine Brands, a symbol of Italian innovation and tradition, is preparing to face the coming years
with the same determination and passion that have guided its success to date.
In these 10 years since the listing, our company has always looked forward, to tomorrow, to
the new things to be developed, to how we could grow and make IWB stronger and stronger
on the market. However, this anniversary merits a look back at the road that we have travelled.
Personally, I want to thank all those who, with passion, skill and determination, have
accompanied me on this journey of growth and creation of an industrial and commercial reality
that did not exist previously. Thanks to our team, Italian Wine Brands today is recognised,
respected and appreciated throughout the world, for its size, the quality of its products, the
breadth of its range, its distribution and for being the only true Italian public wine company.
We have kept the promise we made at the time of listing: to become an aggregating entity in
the fragmented world of Italian wine, to compete on equal terms with the main global
competitors. And we also kept our promise to our shareholders, multiplying our market
capitalisation. However, our journey is not over yet; there are still many roads to explore,
which we will face with competence, enthusiasm and a desire to arrive at our goal.
Alessandro Mutinelli
Chairman and Chief Executive Officer
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Key figures
The alternative performance indicators reported above are explained on pages 22-25
PROFIT & LOSS FIGURES
2022
pro-forma
Revenue from sales 401,937 429,127 430,312 390,654
Adjusted EBITDA 50,382 44,330 37,177 31,057
% 12.5% 10.3% 8.6% 8.0%
Adjusted EBIT 39,557 30,739 24,836 20,535
EBIT 35,795 27,372 23,530 19,213
% 8.9% 6.4% 5.5% 4.9%
Adjusted net profit/(loss) 25,319 18,886 15,154 11,986
% 6.3% 4.4% 3.5% 3.1%
Profit/(loss) 22,607 16,458 14,212 11,033
% 5.6% 3.8% 3.3% 2.8%
ASSETS & LIABILITIES
2022
pro-forma
Net working capital 6,820 12,138 25,855 25,855
Net Invested Capital 315,851 325,423 339,861 339,861
Shareholders' equity 226,534 209,490 193,315 193,315
Net financial position 89,316 115,932 146,547 146,547
Net debt (without effect of applying IFRS 16) 75,951 100,718 129,498 129,498
Net financial position - third-party lenders 75,506 96,313 121,877 121,877
MAIN RATIOS
2022
pro-forma
Net financial position/Adjusted EBITDA 1.77 2.62 3.94 4.72
Net financial position/Net equity 0.39 0.55 0.76 0.76
EPS 2.42 1.75 1.50 1.17
2023
2022
2023
Amounts in €000
2024
Amounts in €000
2024
2024
2023
2022
2022
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Directors' Report on Operations
1. Analysis of the Company's situation, market trends and results of operations 8
1.1 Markets
1.1.1 International market
After a slight decline in exports (in value) in 2023 and despite geopolitical tensions and
economic slowdowns 2024 closes with a positive sign in exports which, with a growth of more
than 4%, exceeds the threshold of 8 billion euro.
1
According to the latest Wine Monitor Report by Nomisma on wine imports in the 12 main world
markets (which represent over 60% of global wine purchases by value), overall imports fell by
0.8% while imports of Italian wines increased, albeit slightly (+0.2%), supported by sparkling
wines, Prosecco in particular (2 out of every 10 bottles of Italian wine exported are Prosecco).
As shown in the graph below, exports to some key countries such as the United States, Canada,
the United Kingdom and South America are still rising, whereas Germany, France, Switzerland
and Norway are falling. A special case is represented by China where elimination of the 'super
tariffs' imposed by the Beijing government in 2021 has favoured the import of Australian wines.
The growth in Eastern Europe is of extreme interest.
1
According to the estimates of Nomisma Wine Monitor
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9 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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The United States continue to represent the main market characterized by:
• 66% of consumers who overall declare a preference for domestic consumption (i) 49%
at their own home (ii) 22% at relatives and friends; and a homogeneous distribution of
non-domestic consumption between (x) catering 16% (y) other consumption occasions
such as wine bars or other establishments at 13%;
• a prevalence of consumption by baby boomers, who represent 85% of domestic
consumption and 62% of out-of-home consumption; when purchasing they pay
attention to the brand, to the grape variety and type of wine to buy and foresee
stable/rising consumption over the next 12 months:
• prevalence of still wines in the consumption with an equal distribution between red
and white wines, alongside which sparkling and fizzy wines are growing;
• interest in non-alcohol wines which have been tasted at least once by 53% of
consumers in the last 12 months.
• interest in Italian wines which, on average across the federal states, performed better
than the market average.
In Europe there has been (i) an increase in exports of Italian wine to the UK (ii) a decline in
some historical markets, particularly Germany, where the recession is weighing on wine
consumption.
The Mercosur, also in light of the free trade agreement signed with the European Union in
2024, represents and could increasingly represent, an area of development for the export of
Italian wine as a result of:
• the elimination or reduction of tariffs;
• protection of products Made in Italy: 32 protected geographical
denominations/denominations of origin in the wine sector;
• double-digit growth in both value (+12.3%) and volumes (+10.5%) of Italian wine
imports; the greatest interest in Italian wines is directed towards DOP wines, Tuscan
reds in particular;
Brazil, which represents the leading country with a prevalence of imports of still and fizzy
wines, closely followed by the increase in sparkling wines; 58% of Brazilian consumers
consider Italy among the foreign countries from which they most appreciate the food and
beverage products they buy.
In terms of product mix Italian exports, as shown in the graph below, is managing to go against
trend in the sparkling wine segment, where France has collapsed.
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10 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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From 2018 to 2023, the export volume of Italian sparkling wines increased by 30% compared
with 13% for French ones, while Spain saw its cross-border sales decrease by 11%. Even in the
first 9 months of 2024, Italian sparkling wine exports continued their run, turning in growth
compared with the same period of the previous year of 9% in value and 13% in volume.
Prosecco is once again the driver of Italy's growth: +12.4%. Exports of generic sparkling wines
are also growing (+11%) while Asti (-2%) and other DOP sparkling wines are slipping (-12%).
1.1.2 Domestic market
In Italy, wine is still one of the most popular drinks: 90% of the population between the ages of
18 and 65 have consumed it at least once in the last 12 months and of these 38% consider
themselves "frequent consumers", meaning they drink wine from 1 to 3 times a week. Wine is
the fourth most consumed beverage and is growing compared with 2023.
Consumption is still most prevalent at home (50%) and at restaurants (23%), with a preference
for red wine chosen on 32% of occasions; consumers also pay attention to the territory of origin
and the denominations (DOC/IGT/DOCG).
In the wine segment, the proportion of premium products is growing; as regards the
denominations, growth is concentrated in (a) Sicilia DOP; Trentino DOP, Salento IGP in still
wines and (b) Prosecco DOP in sparkling wines.
Greater attention is being given to moderation in drinking, partly because of a greater
orientation towards saving money, and partly because of the ever-increasing focus on healthy
lifestyles: wine consumption is slowing down, even though interest in non-alcohol products is
still modest: only 24% of consumers seem willing to try it, with women and Generation Z
showing greater interest.
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The changes to the Highway Code that came into force on 14 December 2024 have had a strong
echo in the media, but to date the impact on Italians' alcohol consumption is unclear; almost
50% say they will not change their drinking habits.
1.1.3 Trends
Looking to the future, in the face of the uncertainties that weigh on international markets (i)
the threat of additional tariffs by the newly elected President Trump (ii) the increase in excise
duties on wines and alcoholic beverages already applied in Russia and the United Kingdom
starting from 1 February 2025, there are signs of greater diversification of foreign markets for
Italian wine. This can be deduced from the double-digit growth of "emerging wine" markets
such as Austria, Ireland, Brazil, Eastern Europe, Croatia, Thailand and many others, which
support the growth of Italian wine sales abroad and compensate for the negative variances
recorded in long-standing markets such as Germany, Switzerland, France and Norway.
As regards the main markets, it is worth noting that:
• in the United States, tariffs on Italian wine could lead to a significant reduction in
exports, but the impact could be mitigated if (i) the dollar maintained the position of
strength it currently enjoys against the Euro, and (ii) the hypothesis of differentiated
tariffs by type was confirmed with duties “reduced to 10%” on sparkling wines,
confirming an American market that has a soft spot for our bubbles;
• in Canada, wine consumption continues to grow, supported by favourable trade
agreements that simplify importation. Canadian consumers' preferences are moving
towards quality wines with a strong territorial identity, an element that favours Italian
productions with DOC and DOCG certifications
2
;
• in Brazil, consumers are increasingly attentive to the origin of the product and to green
factors, such as: medium-high range products with an organic logo, sustainable
certification and lighter glass packaging. There is also growing interest in products that
are easy to mix and have a low alcohol content.
• In Europe, traditional importers, with the exception of the UK, are not showing positive
signs, but there is growth in Eastern Europe which is proving more and more to be an
area of great interest for Italian producers: countries such as Poland and the Czech
Republic, as well as others, are increasing their imports, thanks to a growing wine
culture and greater spending power on the part of consumers.
• In Italy, “on trade” consumption is rising; more and more often, people are going out
for a drink and there is an increasing focus on alcohol-free products. Overall (i) per
capita wine consumption is stabilising at around 26.3 litres
3
; (ii) inflation is still
2
Source: Winemeridian 6 February 2025
3
Italy in the world wine market - Rome Business school

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12 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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affecting the purchasing power of households with consequences on mid-range wines,
(iii) on the other hand, the premium segment is growing by double digits, reflecting a
trend towards more conscious and quality consumption; a trend that is confirmed by
the increase in organic, vegan and natural wines.
As regards the segments
• Global wine consumption prospects see growth in sparkling wine at least until
2027 with the following prospects for the positioning of Italian product on the
main markets:
✓ USA: Italy stands out in the market for the volumes being handled.
✓ UK: Italy consolidates the podium with increases in volume that also drive
values
✓ Japan: French sparkling wines are losing ground, Italy and Spain are growing
in volume, helped by more competitive prices.
• the trend for white and rosé wines is less positive, while for red wines it is more
or less flat.
The occasions for drinking wine and consumer profiling
• the aperitif, in Italy in particular, is becoming the main moment for consuming
alcohol, not only for young people of Generation Z or for Millennials, but also
among 45-54 year olds. And it's also winning over consumers aged 55 or more.
• This “revolution” significantly affects the type of wine being consumed (from still
reds to sparkling and fizzy wines), which in turn means adjusting what is on offer
and, even further upstream, revising production in terms of both quantity and
yield.
In this context, the following will become even more important:
• communication, packaging and the story of "our" bottles, making people much more
interested in where they come from, and suggesting pairings with any type of cuisine
to consolidate and increase their perceived value;
• product innovation that will have to accompany the development of consumption of
the new generations;
• digitalisation and online communication. Digital sales platforms, along with social
media and virtual events, are becoming essential tools to strengthen the presence of
Italian producers on international markets;
this is to attract the nearly 400 million people in Europe, North America and China, who
will become legally entitled to drink alcohol in the next 20 years; potential consumers born
in today's context, where consumption is no longer traditional (i.e. in the home) and they
will be driven in their choices also by ethical criteria, such as sustainability.

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1.2 The IWB Group
1.2.1 Strategy and Results
In this context, IWB remains the main listed exporter of Italian wine with a 2024 characterised
by:
• Acceleration of the Top Brands Development Strategy: following the corporate
integration, the “One Company Project”, which took effect on 1 January 2024, the
Group has concentrated on: (i) rationalising and categorising the product portfolio and
(ii) identifying the "Top Brands" which have a profit margin (defined as the difference
between their revenue and the cost of their raw materials) of more than 45%. They
represent - and will increasingly represent - the growth driver of the Group's revenue
and margins. In 2024, the Top Brands achieved 9.7% growth in volume and 9% in value
with a contribution to the B2B margin, understood as the difference between revenue
and the variable cost of production factors, of 31.4 million euro, up by 19.4% compared
with 2023.
• Product innovation with the launch of Rirò – Toscana Rosso IGT, the first red aperitif
to be enjoyed cold and as a base for cocktails, and still Prosecco in the USA.
• Industrial synergies by (i) concentrating production at the Calmasino, Montebello and
Cetona plants (ii) closing down production at the Alba plant and (iii) selling the
Torricella winery, at the same time setting up a partnership to maintain the
production of wines from Puglia at IWB standards.
• Even better and more effective purchasing management which has led to a double-
digit reduction in the unit cost of dry materials.
• Cash generation confirms outstanding in the range 50%-55% of Adjusted EBITDA and
which has allowed a reduction in financial charges of approximately 3 million euro.
• An ever greater attention to sustainability issues in terms of developing organic
products and in terms of the “decarbonisation” of the production process, the results
and strategies of which will be presented in the first sustainability report, launched
during the year, and whose publication is expected in the first half of 2025.
Overall, the Group achieved a historical record in terms of Adjusted EBITDA and Net
Profit, equal to Euro 50.4 million and Euro 22.6 million respectively.

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Sales are achieved primarily through a portfolio of proprietary brands. Particular importance
is taken on by the TOP BRANDS identified in the following:

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1.2.2 Stock performance
Over the last 12 months, the value of IWB shares has grown by 20% despite a dividend yield of
approximately 5%.
The performance of the stock is still far from the consensus valuations expressed by financial
analysts and the resulting capitalisation of around 200 million euro, being equal to:
❖ 4 x Adjusted EBITDA
❖ 9 x Net Profit
❖ 7.4 x cash generation in 2024
despite the constant growth path of profitability in absolute and percentage terms and a cash
generation capacity of 50-55% of Adjusted EBITDA confirmed by a ten-year historical series
thanks to:
➢ Leadership position on the international market with a very wide range of brands for
all product categories: from Top Brands to Private Label serving all sales channels on
all continents
➢ Consolidated growth strategy in terms of both organic growth and M&A. IWB
positions itself as one of the most important aggregation platforms in a wine market
that is still extremely fragmented
➢ Business model excellence: the strategic choice of an asset light model that leverages
the ability (i) of internal winemakers to create blends and brands and (ii) of the
marketing department to enhance perceived value
which have allowed the Group to achieve continuous growth in profitability and cash
generation despite the trends of the wine market, which are not always linear.

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1.2.3 Group Structure
From a corporate point of view, in 2023 the Group initiated a significant reorganisation, which
was completed in 2024. This led to (a) the creation of two hubs to cover the various sales
channels and (b) optimisation of the industrial structure which achieved important synergies
with long-term economic and financial effects, resulting in the following structure:
1) IWB Italy S.p.A. which was born from the merger of Enoitalia S.p.A., Provinco Italia
S.p.A., Barbanera S.r.l., Fossalto S.r.l., and the B2B and production side of Giordano
Vini S.p.A., with the mission of:
(i) develop the Group's B2B business in both the Wholesale and Ho.re.ca
channels, also through the coordination of foreign companies focused on the
presence and growth of the main reference markets;
(ii) ensure production that is flexible with respect to the needs of different brands
and optimised in terms of costs and supply chain efficiency.
The Group's production structure consists of (i) 3 company-owned wineries
located in Calmasino (VR), Montebello (VI) and Cetona (SI) and (ii) 8 bottling lines,
one of which is located in Cetona (SI), 3 in Montebello (VI), 4 in Calmasino (VR).
2) Giordano Wines S.p.A. as a purely commercial company focused on direct sales to
the end-consumer.
(i) through integrated management of all direct contact channels (Direct Mailing,
Teleselling and Web;
(ii) offering personalised delivery and payment services;
(iii) enriching the offer to customers with traditional Italian food products and
complementary products that make the consumer experience even more
attractive.
IWB S.p.A. maintains the management and coordination activity for the Group companies by
holding direct controlling interests in the main companies: Giordano Vini S.p.A., IWB Italia
S.p.A., Enovation Brands Inc., and IWB UK Ltd. (incorporated in 2022 as the Group's exporter
to the British market in compliance with the new regulations that came into force in January
2024 and which require a formal indication of the exporter on the label).

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The corporate organisation chart of the Italian Wine Brands Group is as follows.
• IWB Italia S.p.A. was born from the merger, effective 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 side of Giordano Vini
S.p.A.;
• Giordano Vini S.p.A. remains as a company focused on B2C sales.
In addition to organisational simplification, the objective of the demerger was a better focus
on commercial and production activities and the maximisation of business synergies;
• Provinco Deutschland GmbH was put into liquidation in December 2023, as it had been
dormant for years.

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18 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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1.2.4 Summary of financial results
The following is a summary of the consolidated annual financial results achieved by the Italian
Wine Brands Group in the period 2022-2024 with figures expressed in thousands of euro,
showing a significant improvement on the previous year.
As regards 2022, the results of Enovation Brands Inc. were consolidated from the date of the
acquisition, i.e. only for the period April-December; for Barbanera S.r.l. and Fossalto S.r.l., only
the balance sheet was consolidated at 31 December 2022. A pro-forma column has been
added to provide income statement figures that are comparative.
(1) Adjusted gross operating profit is the equivalent of EBITDA, net of management adjustments as detailed on page 21.
(2) Adjusted profit/(loss) is the equivalent of the Profit/(loss), after deducting management adjustments and the related tax
effect as detailed on page 21.
(3) Consolidated figures for all of the companies included in the Group's scope of consolidation for the period 1 January - 31
December of each financial year.
31.12.2022
Amounts in €000
pro-forma (3)
Revenue from sales
401,937 429,127 430,312 390,654
Change in inventories
(13,933) (19,765) 3,320 610
Other income
3,261 4,410 5,897 5,574
Total revenues
391,265 413,772 439,529 396,838
Purchase costs
(248,332) (271,847) (298,387) (271,790)
Costs for services
(65,657) (70,911) (78,190) (70,990)
Personnel costs
(25,435) (25,078) (24,256) (21,633)
Other operating costs
(1,458) (1,606) (1,520) (1,368)
Total operating costs
(340,883) (369,443) (402,352) (365,781)
Adjusted EBITDA (1)
50,382 44,330 37,177 31,057
EBITDA
46,620 40,962 35,871 29,735
Adjusted net profit/(loss) (2)
25,319 18,886 15,154 11,986
Net profit/(loss)
22,607 16,458 14,212 11,033
Net debt
89,316 115,932 146,547 146,547
of which net debt - third-party lenders 75,506 96,313 121,877 121,877
of which net debt - deferred price on
acquisitions
445 4,405 7,621 7,621
of which net debt - lease liabilities 13,365 15,214 17,049 17,049
31.12.2023
31.12.2022
31.12.2024

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19 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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The reclassified consolidated figures are shown below.
Reclassified statement of financial position
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Other intangible assets
38,469 38,775 39,021
Goodwill
215,969 215,969 214,743
Tangible assets
40,856 51,823 52,131
Right-of-use assets
13,399 15,465 17,709
Equity investments
5 5 5
Total fixed assets
308,698 322,036 323,609
Inventory
65,264 78,552 102,815
Net trade receivables
50,613 52,130 61,599
Trade payables
(94,698) (113,790) (136,717)
Other assets (liabilities)
(14,359) (4,754) (1,842)
Net working capital
6,820 12,138 25,855
Payables for employee benefits
(1,548) (1,654) (1,444)
Net deferred and prepaid tax assets (liabiliies)
(7,694) (6,797) (7,870)
Other provisions
(166) (301) (288)
Non-current assets (liabilities) held for sale
9,740 0 0
NET INVESTED CAPITAL
315,851 325,423 339,861
Shareholders' equity
226,534 209,490 193,315
Profit (loss) for the period
22,336 16,300 11,242
Share capital
1,124 1,124 1,124
Other reserves
203,012 192,274 181,314
Non-controlling interests
63 (209) (366)
Net debt - third-party lenders
75,506 96,313 121,877
Deferred price on acquisitions
445 4,405 7,621
Lease liabilities
13,365 15,214 17,049
TOTAL SOURCES
315,851 325,423 339,861

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20 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
20 |
Reclassified Income statement
Amounts in €000
31.12.2022
pro-forma
Revenue from sales
401,937 429,127 430,312 390,654
Change in inventories
(13,933) (19,765) 3,320 610
Other income
3,261 4,410 5,897 5,574
Total revenue
391,265 413,772 439,529 396,838
Purchase costs
(248,332) (271,847) (298,387) (271,790)
Costs for services
(65,657) (70,911) (78,190) (70,990)
Personnel costs
(25,435) (25,078) (24,256) (21,633)
Other operating costs
(1,458) (1,606) (1,520) (1,368)
Operating costs
(340,883) (369,443) (402,352) (365,781)
Adjusted EBITDA
50,382 44,330 37,177 31,057
Write-downs
(857) (1,601) (833) (803)
Depreciation and amortization
(9,968) (11,965) (11,450) (9,666)
Net releases (accruals) of provision for risks and charges
0 (24) (59) (54)
Adjusted operating result
39,557 30,739 24,836 20,535
Net financial income/(expenses)
(4,951) (7,798) (5,645) (5,518)
EBT
34,606 22,942 19,191 15,017
Taxes
(9,287) (4,056) (4,037) (3,031)
Net profit before non-recurring items and related tax effect
25,319 18,886 15,154 11,986
Non-recurring items
(3,762) (3,368) (1,306) (1,322)
Tax effect of non-recurring charges
1,050 940 364 369
Profit/(loss)
22,607 16,458 14,212 11,033
31.12.2024
31.12.2023
31.12.2022

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21 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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Adjusted book figures at 31 December 2024 (for adjusted gross operating profit and adjusted profit/loss) shown gross of non-recurring revenue and
costs, for a total of 3,762 thousand euro attributable to:
1) Management:
i) Costs for services amounting to Euro 177 thousand, made up of i) Euro 75 thousand for costs relating to the settlement of supply
relationships, ii) Euro 95 thousand for legal consultancy fees for the reorganisation;
ii) Personnel costs of Euro 1,612 thousand for (i) settlements with former employees and related costs, (ii) the industrial reorg anisation
which affected the Valle Talloria site, (iii) closure of the Teleselling activities of Giordano Vini;
iii) Change in inventories of 222 thousand euro relating to the write-down of packaging following the closure of the Valle Talloria plant;
2) Adjustments:
iv) Costs for services and personnel costs for a total of 1,751 thousand euro relating to the full vesting and assignment of the second tranche
of the 2023-2025 Incentive Plan, representing 20% of the overall value of the plan on achievement of the target profit for 2024 (2024
Adjusted EBITDA equal to at least 50.0 million euro).
Reclassified Income statement
Amounts in €000
Reported
Management adjustments Adjusted
31.12.2024 (1) (2) 31.12.2024
Revenue from sales
401,937 401,937
Change in inventories
(14,155) 222 (13,933)
Other income
3,261 0 3,261
Total revenue
391,043 222 0 391,265
Purchase costs
(248,332) (248,332)
Costs for services
(67,225) 177 1,390 (65,657)
Personnel costs
(27,408) 1,612 361 (25,435)
Other operating costs
(1,458) 0 (1,458)
Operating costs
(344,423) 1,789 1,751 (340,883)
EBITDA
46,620 2,011 1,751 50,382
Write-downs
(857) (857)
Depreciation and amortization
(9,968) (9,968)
Net releases (accruals) of provision for risks and charges
0 0
EBIT
35,795 2,011 1,751 39,557
Net financial income/(expenses)
(4,951) (4,951)
EBT
30,844 2,011 1,751 34,606
Taxes
(8,237) (561) (489) (9,287)
Profit/(loss)
22,607 1,450 1,263 25,319

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Alternative performance indicators
This annual financial report presents and comments on a number of financial indicators, which
are not identified as accounting measurements under IAS-IFRS, but which are a way of
commenting on the Group's performance. These figures, as defined below, are used to
comment on the Group's performance in accordance with 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
supplementary information to that required by IAS/IFRS to help readers understand the
Group's performance better. Note that the criterion used by the Group may not be the same
as that adopted by other groups and the figures obtained may not be comparable with those
obtained by the others.
The following is a definition of the alternative performance indicators used in the Annual
Financial Report and their use:
Profit/(loss) before non-recurring charges and related tax effect or Adjusted Profit/(loss)
represents the profit or loss net of (i) non-recurring costs and revenue, (ii) costs related to the
medium-long term incentive plan for management in accordance with the "Terms and
Conditions" of the bond (iii) and related taxes. The indicator provides useful and immediate
feedback on the earnings trend of the year, without the impact of non-recurring items.
Earnings before taxes (EBT): is equal to the profit/(loss) before taxes or the tax effect; It is
used to evaluate the company's profitability independently of the effect of taxes.
Operating profit or EBIT represents the profit/(loss) excluding the tax effect, financial income
and expenses, and income and charges from equity investments. It is used to measure the
ability of the company or group to generate a “profit”, including the impact from equity
investments.
Adjusted operating profit/(loss) or Adjusted EBIT: is represented by the operating result
(EBIT) net of non-recurring costs and income and costs relating to the medium-long term
incentive plan for management in accordance with the "Terms and Conditions" of the bond. It

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23 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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is used to measure the ability of the company or group to generate a “profit”, including the
impact from equity investments and net of non-recurring costs and income and the Incentive
Plan.
Gross operating profit/(loss) or EBITDA”, is equal to the operating result less the impact of (iii)
“Revaluations/write-downs” including the write-down of trade receivables, (iv) “Provisions for
risks, net of releases” and (v) “Depreciation and amortization”. It is used to measure the ability
to generate an operating profit, excluding the impact from equity investments.
Adjusted gross operating profit/(loss) or Adjusted EBITDA”: compared with the Gross
operating profit/(loss) or EBITDA, it is adjusted for non-recurring costs and income and costs
related to the medium-long term incentive plan for management in accordance with the
“Terms and Conditions” of the bond. It is used to measure the ability to generate an operating
profit, excluding the impact from equity investments and non-recurring charges.
Total fixed assets: calculated as the sum of the following items: Goodwill; Other intangible
assets, property, plant and equipment and right-of-use assets; Financial assets including equity
investments. The indicator is used to show the total amount of fixed assets and the possible
need for long-term sources of finance.
Working capital: calculated as the sum of inventory, net trade receivables and trade payables.
The indicator represents current assets and liabilities and helps explain short-term cash
generation.
Net working capital: calculated as the sum of working capital and other assets and liabilities.
This indicator includes all current assets and liabilities used in operations and helps explain
short-term cash generation.
Other receivables and payables (or other assets and liabilities) given by the sum of the
following items: other current and non-current assets, current tax assets, other current

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24 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
24 |
liabilities and current tax liabilities. These items exclude any fair value of hedging derivatives
and current financial assets. It is used to calculate net working capital.
Net invested capital (NIC): calculated as the sum of: Net working capital, total fixed assets,
employee benefit liabilities, deferred tax assets and liabilities and other provisions. This
indicator represents and explains the capital requirement needed to run the company at the
balance sheet date, financed in two components (x) (shareholders' equity and (y) net debt;
deferred acquisition price; lease liabilities).
Net financial position (NFP) or net debt in the ESMA definition: calculated as the sum of the
following items: cash and cash equivalents, current/non-current financial liabilities, which also
include any debt related to acquisitions still to be paid and the positive/negative fair values of
hedging derivatives, current/non-current financial assets and lease liabilities.
It is divided into:
a) Deferred price on acquisitions
b) Lease liabilities
c) Net financial position (NFP) or Net debt – third-party or banking lenders equal to the
total, net of (a) and (b)
This APM is used (a) to assess third-party resources, other than third-party equity, required by
the Group and (b) is needed for the assessment of covenants.
Net financial position or Net debt excluding the effects of IFRS 16 indicates the Net financial
position less lease liabilities calculated in accordance with IFRS 16 and is used to assess the
financial position of banking origin and as a result of acquisitions.
Net financial position or net debt – third party or banking lenders indicates the Net financial
position less (i) lease liabilities calculated in accordance with IFRS 16 and (ii) any earn out
and/or deferred price relating to acquisitions is used to assess the financial position of banking
origin.

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25 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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EPS: earnings per share
Earnings per share are calculated by dividing the profit or loss for the year by the weighted
average number of ordinary shares outstanding during the reporting period, excluding
treasury shares. For the purpose of calculating diluted earnings/loss per share, the weighted
average number of shares outstanding is adjusted to assume the conversion of all potential
shares that have a dilutive effect. It is used to evaluate the profitability of the company/Group.
Dividend yield represents the dividend per share divided by the price per share. It is also the
total of a company's annual dividend payments divided by its market capitalisation, assuming
the number of shares is constant. It is often expressed as a percentage and is used to evaluate
the return on investment of a stock.

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26 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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1.2.5 Financial situation of the Parent Company
The situation of IWB S.p.A. at 31 December 2024 shown here represents the separate financial
statements of IWB S.p.A., and presents:
• a profit for the period of Euro 5.8 million (Euro 7.2 million at 31 December 2023);
• net debt – third-party lenders of Euro 112.5 million (Euro 85.7 million at 31 December
2023). The rise is due to the increase in capital in favour of Giordano Vini S.p.A. with a
consequent waiver of intercompany loans for an amount equal to Euro 28.7 million.
The following are summary tables of the financial position and income statement of the Parent
Company.
Reclassified statement of financial position
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Other intangible assets
102 112 119
Goodwill
0 0 0
Tangible assets
61 82 102
Right-of-use assets
497 60 119
Equity investments
292,576 263,904 263,557
Total fixed assets
293,236 264,157 263,897
Inventory
0 0 0
Net trade receivables
1,274 5,800 2,558
Trade payables
(356) (328) (319)
Other assets (liabilities)
(470) 360 3,225
Net working capital
447 5,832 5,464
Payables for employee benefits
(86) (60) (42)
Net deferred and prepaid tax assets (liabiliies)
217 464 32
Other provisions
0 0 0
NET INVESTED CAPITAL
293,814 270,394 269,351
Shareholders' equity
180,416 180,256 174,199
Profit (loss) for the period
5,760 7,204 9,444
Share capital
1,124 1,124 1,124
Other reserves
173,531 171,927 163,630
Non-controlling interests
0 0 0
Net debt - third-party lenders
112,453 85,659 87,384
Deferred price on acquisitions
445 4,405 7,621
Lease liabilities
500 74 146
TOTAL SOURCES
293,814 270,394 269,351

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27 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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In relation to the financial situation, it should be noted that:
- at 31 December 2024, the equity investments in subsidiaries consist of Giordano Vini
S.p.A. for Euro 20,856 thousand, IWB Italia S.p.A. for Euro 256,654 thousand and
Enovation Brands Inc. for Euro 15,066 thousand;
- As a result of the merger, effective 1 January 2024, of Provinco Italia S.p.A., Barbanera
S.r.l., Fossalto S.r.l. into Enoitalia S.p.A. which then gave rise to IWB Italia S.p.A., the
amount of the investment corresponds to the sum of the values of the companies
involved in the merger.
As regards the income statement, note that:
- the dividends all refer to the subsidiary IWB Italia S.p.A.;
- costs for services include Euro 755 thousand of fees for the directors (excluding the
effect of the incentive plan), statutory auditors and supervisory bodies and Euro 560
thousand of consultancy fees;
- financial income refers to the interest accrued on the loans granted to Giordano Vini
S.p.A. (Euro 494 thousand) and IWB Italia S.p.A. (Euro 299 thousand); financial
expenses are mainly interest on the bond amounting to Euro 3,490 thousand.
Reclassified Income statement
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Revenue from sales
2,348 2,472 1,688
Change in inventories
0 0 0
Other income
240 4 121
Total revenue
2,587 2,476 1,809
Purchase costs
0 (3) (1)
Costs for services
(2,114) (2,049) (1,083)
Personnel costs
(1,041) (1,269) (1,123)
Other operating costs
(165) (178) (115)
Operating costs
(3,319) (3,498) (2,322)
Adjusted EBITDA
(732) (1,022) (513)
Write-downs
0 0 0
Depreciation and amortization
(150) (154) (169)
Net releases (accruals) of provision for risks and charges
0 0 0
Adjusted operating result
(882) (1,176) (681)
Net financial income/(expenses)
(2,749) (2,462) (2,777)
Dividends from subsidiaries
10,000 11,360 12,180
EBT
6,370 7,722 8,723
Taxes
583 870 770
Net profit before non-recurring items and related tax effect
6,953 8,593 9,492
Non-recurring items
(1,654) (1,926) (67)
Tax effect of non-recurring charges
461 537 19
Profit/(loss)
5,760 7,204 9,444

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28 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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1.2.6 Consolidated net financial position
The following is a breakdown of net debt at 31 December 2024 compared with the figures at
31 December 2023 and 31 December 2022, based on the new format introduced by ESMA
Guideline 32-382-1138 of 4 March 2021.
The net financial position has fallen below Euro 100 million; the Group's cash generation
capacity of 50-55% of Adjusted EBITDA is confirmed.
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
A. Cash 18 23 41
B. Cash equivalents 59,482 70,878 61,008
C. Other current financial assets 529 524 674
D. Cash and cash equivalents (A) + (B) + (C) 60,029 71,424 61,723
E. Current debt (including financial instruments, but not
including current portion of non-current debt)
303 27,927 37,950
F. Current portion of non-current debt 5,464 3,985 3,968
G. Current debt (E) + (F) 5,767 31,912 41,918
H. Net current debt (G) - (D) (54,262) (39,512) (19,806)
I. Non current debt (excluding current portion and debt
instruments)
1,254 7,217 12,947
J. Debt instruments 131,487 131,248 131,018
K. Trade payables and other non-current debts 10,837 16,980 22,387
L. Non current debt (I) + (J) + (K) 143,578 155,444 166,353
M. Net financial position (H) + (L) 89,316 115,932 146,547
of which
Deferred price on aquisitions 445 4,405 7,621
Current lease liabilities 3,317 3,106 3,090
Non-current lease liabilities 10,049 12,108 13,959
Net financial position without the effect of IFRS 16 and deferred
price on acquisitions
75,506 96,313 121,877

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29 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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1.3 Revenue and profit margins
Volume of business – Revenue
Italian Wine Brands S.p.A. confirms itself as the first listed Italian wine group, consolidating
revenues of Euro 401.9 million in 2024. In terms of its markets, IWB generates turnover mainly
- indeed increasingly - with foreign customers, given the strategy of taking advantage of the
better opportunities for growth in consumption that develop mainly at an international level.
The table below shows
(i) a 3-year CAGR growth of 1.43% driven by the constant increase in revenue in
North America (USA +8%; Canada +9.5%); excellent growth in Poland +26% ; and
a significant increase in revenue in Northern Europe (Holland +15.1%; Sweden:
+7.5%), in addition to a higher presence in the Italian market which, looking
forward, could represent a driver of growth and continuous expansion on
international markets in line with the global growth strategy "everywhere one of
our bottles with one of our brands" (Other countries +29.5%). The trend in
Germany reflects the country's macroeconomic situation, while for the UK it is
worth noting the conversion of part of the business from Product Sales to
Subcontracting; with the same business model, the country's 2024 revenue would
have amounted to Euro 95.0 million;
(ii) a decrease compared with 2024 revenue equal to Euro 27.2 million deriving from:
repositioning of selling prices towards pre-inflation levels; a decrease in Private
Label volumes; a decrease in revenue generated by direct sales in non-digital
channels (teleselling and direct mailing).
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Revenues from sales - Italy 73,624 67,380 73,521 70,625 9.27% 2.10%
Revenues from sales - Foreign markets 328,210 361,500 355,356 318,593 (9.21%) 1.50%
UK 89,760 104,473 98,073 95,365 (14.08%) (2.98%)
Germany 55,457 66,616 69,210 56,399 (16.75%) (0.84%)
Switzerland 41,077 40,857 43,032 42,039 0.54% (1.15%)
US 34,120 31,646 33,556 29,216 7.82% 8.07%
Austria 13,955 17,009 16,530 16,415 (17.96%) (7.80%)
Poland 11,882 11,495 11,021 7,486 3.36% 25.99%
France 9,419 16,709 14,153 13,888 (43.63%) (17.65%)
Netherlands 7,480 8,744 8,467 5,643 (14.46%) 15.13%
Belgium 7,131 7,521 8,103 7,657 (5.18%) (3.50%)
Canada 6,975 7,444 6,698 5,818 (6.31%) 9.49%
Denmark 5,466 6,430 8,425 7,139 (14.98%) (12.50%)
Ireland 5,234 7,260 5,963 5,480 (27.92%) (2.27%)
Sweden 2,094 2,624 2,858 1,814 (20.18%) 7.46%
Hungary 1,349 1,728 1,807 1,732 (21.91%) (11.73%)
China 1,308 1,808 2,561 1,336 (27.67%) (1.07%)
Other countries 35,504 29,136 24,901 21,167 21.86% 29.51%
Other Revenues 103 247 1,436 1,436 (58.21%) (73.18%)
Total Revenues from sales 401,937 429,127 430,312 390,654 (6.34%) 1.43%

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30 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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At the same time as the increase in the “Country portfolio”, expansion of the customer base
continues. In this regard, it should be noted that turnover relating to the two main customers
amounts respectively to (i) Euro 62,068 thousand versus Euro 80,142 thousand at 31
December 2023 and (ii) Euro 52,481 thousand versus Euro 54,977 thousand at 31 December
2023; the decrease is attributable to the strategy of developing own-brand sales and reducing
dependence on individual customers, particularly private label ones.
Since these are international customers with sales in a variety of countries, sales per product
at the overall customer level are not significant, as the Group essentially sells wine and the
cost of an analytical report would be excessive, at least for the time being.
The Group's exposure to sales in Russia is limited, a total of Euro 3.2 million in 2024, all of it
collected as the policy provides for advance payments for sales in Russia.
The breakdown of sales revenue by distribution channels shows:
(i) a constant increase in the Ho.re.ca channel (+8.3% vs 2023; CAGR 22/24 +19.3%
consistent with the Group's development strategy in premium own-brand
products;
(ii) a reduction in wholesale sales (to large-scale retail chains, state monopolies) due
to a lower proportion of private label products and a reduction in prices towards
pre-inflationary levels, more than offset in terms of margins by the reduction in
production costs;
(iii) a repositioning of the distance selling channel (direct sales to private individuals)
at pre-pandemic levels due to new consumer habits and the reduced appeal of
“traditional” sales via teleselling and direct mailing, which are not offset by higher
online sales, even though there has been significant growth in this area.
The breakdown of revenue by business area is shown below.
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Total Revenues from sales 401,937 429,127 430,312 390,654 (6.34%) 1.43%
Revenues from wholesale division 284,366 311,845 303,471 279,013 (8.81%) 0.95%
Revenues from distance selling division 58,124 62,257 68,545 68,502 (6.64%) (7.89%)
Direct Mailing 26,953 30,426 34,539 34,539 (11.41%) (11.66%)
Teleselling 10,426 12,155 13,902 13,902 (14.22%) (13.40%)
Digital / WEB 20,745 19,677 20,104 20,061 5.43% 1.69%
Revenues from ho.re.ca division 59,344 54,778 56,860 41,703 8.33% 19.29%
Other Revenues 103 247 1,436 1,436 (58.21%) (73.18%)

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31 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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The breakdown of the Ho.re.ca channel's sales revenue is provided below by country.
IWB Group entered the Ho.re.ca channel in 2021 with the acquisition of Enoitalia and the
subsequent acquisition of Barbanera in 2022. Since then, progressive organic growth has been
achieved, leveraging countries such as the UK and the USA and an accelerated ability to
penetrate new markets, which has led to the results indicated above.
In 2024, the UK will confirm itself as IWB's leading on-trade market with revenue growing by
20.5%. In this country, the Group operates in the segment with a wide assortment of wines,
focusing particularly on Prosecco and sparkling wines in general. The UK is in fact the world's
second largest importer of wine in terms of volume and the first in sparkling wines.
The Group's presence in the United States is ensured by being there directly thanks to
Enovation Brands Inc., which was acquired in 2022. In the IWB Group's strategy, it is and will
continue to be a factor in accelerating sales in the US market for all brands in the portfolio. A
similar commercial development is expected in the Canadian market. As regards the USA, the
on-trade channel plays a dual strategic role for the Group: both in terms of sales and visibility
for historical brands (such as Voga Italia and Ca' Montini) which are also marketed in the
wholesale channel. In the first half of 2023, two premium Group brands were launched in the
USA: Poggio del Concone and Ronco di Sassi, which were initially reserved for the Ho.Re.Ca.
channel; in 2024 they achieved total revenue of Euro 724 thousand, more than double the
figure at 31 December 2023.
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Revenues ho.re.ca division - Italy 2,179 2,858 2,390 530 (23.77%) 102.71%
Revenues from ho.re.ca division - Foreign markets 57,165 51,920 54,471 41,172 10.10% 17.83%
UK 33,616 27,895 27,402 26,773 20.51% 12.05%
US 8,342 8,775 10,216 7,271 (4.93%) 7.11%
Germany 2,637 3,778 3,290 1,412 (30.21%) 36.64%
Canada 2,592 2,819 2,464 2,284 (8.03%) 6.54%
Netherlands 813 883 1,553 282 (7.91%) 69.69%
Ireland 718 319 219 212 125.43% 83.90%
China 696 1,097 1,341 116 (36.50%) 145.05%
Poland 597 755 700 564 (20.91%) 2.91%
Switzerland 471 255 216 88 84.55% 131.41%
Belgium 434 136 116 64 218.86% 160.58%
France 308 191 316 50 61.35% 146.88%
Denmark 102 846 1,120 41 (87.89%) 58.82%
Hungary 66 9 8 8 643.49% 195.88%
Austria 56 98 78 13 (42.55%) 111.73%
Sweden 0 134 576 50 (99.76%) (92.04%)
Other countries 5,716 3,933 4,857 1,945 45.35% 71.41%
Total Revenues from sales - ho.re.ca division 59,344 54,778 56,860 41,703 8.33% 19.29%

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32 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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Wholesale revenue has increased over the last 3 years, going from Euro 279 million in 2022
(non pro-forma) to Euro 284.4 million in 2024. The wholesale distribution channel therefore
confirms itself as by far the main contributor to the Group's revenue, despite the contingent
market situation.
The breakdown of the wholesale channel's revenue is provided below by country.
In particular, the following:
- the increase in revenue in Italy, both compared with 2023 and in terms of 3-year CAGR;
this growth is the result of the Group's strategy to increase its commercial presence
on the domestic market, especially in the product segments and channels with the
highest margins;
- the continued revenue growth in the USA, which is the most important market for
Italian wine exports and one of the main growth drivers for the Group;
- the increase in revenue in Poland, both compared with 2023 and in terms of 3-year
CAGR, which reflects the rapid increase in sales in one of the fastest-growing
geographical areas in recent years;
- It is also worth mentioning the 18% increase in revenue in Other Countries thanks to
the widespread presence of the sales team and the breadth of the product portfolio.
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Revenues wholesale division - Italy 48,710 40,077 43,450 42,457 21.54% 7.11%
Revenues from wholesale division - Foreign markets 235,656 271,768 260,021 236,557 (13.29%) (0.19%)
UK 51,082 71,153 64,502 62,423 (28.21%) (9.54%)
Switzerland 38,284 38,100 40,017 39,152 0.48% (1.12%)
Germany 30,902 39,623 41,327 30,394 (22.01%) 0.83%
US 25,777 22,871 23,340 21,945 12.71% 8.38%
Austria 11,924 14,838 14,205 14,157 (19.64%) (8.22%)
Poland 11,285 10,740 10,321 6,922 5.07% 27.68%
Belgium 6,435 7,124 7,560 7,166 (9.67%) (5.24%)
Netherlands 6,259 7,508 6,497 4,943 (16.64%) 12.53%
France 5,706 12,567 9,654 9,654 (54.59%) (23.12%)
Denmark 5,364 5,584 7,305 7,099 (3.94%) (13.07%)
Ireland 4,516 6,942 5,744 5,267 (34.95%) (7.41%)
Canada 4,383 4,626 4,234 3,534 (5.25%) 11.36%
Sweden 2,094 2,490 2,282 1,764 (15.89%) 8.96%
Hungary 1,283 1,719 1,799 1,724 (25.37%) (13.74%)
China 612 711 1,220 1,220 (14.05%) (29.22%)
Other countries 29,750 25,170 20,014 19,192 18.19% 24.50%
Total Revenues from sales - wholesale division 284,366 311,845 303,471 279,013 (8.81%) 0.95%

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In the Direct Sales market, the repositioning of consumption that began in the post-pandemic
period continues in favour of other channels, particularly Ho.Re.Ca. The channel also reflects
the decline in appeal of traditional selling methods (mailing and teleselling) and suffers from
the greater competition on digital channels that allow the consumer to appreciate better what
is being offered. The cumulative annual result of online sales registered by the Nielsen panel
is negative, both in value (-5.4%) and in volume (-2.2%).
In this context, Giordano Vini's performance is extremely positive, with digital channels
recording growth of 8.27% in Italy and 3.81% abroad, thanks in particular to sales on the
Svinando websites.
The following shows the distance selling division's sales revenues divided by country.
Worth noting is the contribution of sales made through digital platforms, which came to
represent 35.7% of the division's overall sales compared with 19% in 2019.
Furthermore, we have introduced (x) new features to support online sales and improve the
customer experience, and (y) new payment methods, including instalment payments, which
should help maintain the customer base and encourage repurchases. These positive results are
the fruit of the strategy undertaken since the beginning of 2017 and aimed at progressively
shifting outbound telephone sales towards order conversion on digital channels.
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Revenues from distance selling division - Italy 22,735 24,446 27,682 27,639 (7.00%) (9.30%)
Revenues from distance selling div - Foreign markets 35,389 37,812 40,864 40,864 (6.41%) (6.94%)
Germany 21,918 23,214 24,594 24,594 (5.59%) (5.60%)
UK 5,063 5,425 6,169 6,169 (6.67%) (9.41%)
France 3,405 3,951 4,183 4,183 (13.83%) (9.78%)
Switzerland 2,323 2,502 2,798 2,798 (7.15%) (8.89%)
Austria 1,974 2,074 2,246 2,246 (4.80%) (6.24%)
Netherlands 408 353 417 417 15.60% (1.18%)
Belgium 261 261 427 427 0.25% (21.78%)
Other countries 38 33 30 30 14.96% 12.28%
Total Revenues from sales - distance selling division 58,124 62,257 68,545 68,502 (6.64%) (7.89%)

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The table below shows the revenues of the distance selling division split by sales channel.
Amounts in €000
31.12.2024 31.12.2023
31.12.2022
pro-forma
31.12.2022 ∆ % 23 / 24 Cagr 22 / 24
Revenues from distance selling division - Italy 22,735 24,446 27,682 27,639 (7.00%) (9.30%)
Direct Mailing 8,547 9,911 12,292 12,292 (13.76%) (16.61%)
Teleselling 6,448 7,386 8,376 8,376 (12.70%) (12.26%)
Digital / WEB 7,739 7,148 7,013 6,970 8.27% 5.37%
% Direct Mailing on total Italy 37.60% 40.54% 44.41% 44.48%
% Teleselling on total Italy 28.36% 30.21% 30.26% 30.30%
% Digital / WEB on total Italy 34.04% 29.24% 25.34% 25.22%
Revenues from distance selling div - Foreign markets 35,389 37,812 40,864 40,864 (6.41%) (6.94%)
Direct Mailing 18,405 20,514 22,247 22,247 (10.28%) (9.04%)
Teleselling 3,978 4,769 5,526 5,526 (16.58%) (15.15%)
Digital / WEB 13,006 12,529 13,091 13,091 3.81% (0.33%)
% Direct Mailing on total International revenues 52.01% 54.25% 54.44% 54.44%
% Teleselling on total International revenues 11.24% 12.61% 13.52% 13.52%
% Digital / WEB on total International revenues 36.75% 33.13% 32.04% 32.04%
Total Revenues from sales - distance selling division 58,124 62,257 68,545 68,502 (6.64%) (7.89%)

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Analysis of profit margins
The cost components that are deducted from total revenue to form the adjusted gross
operating profit of the Italian Wine Brands Group are detailed below.
The Group's profit margins returned to all-time highs in 2024.
The table above shows:
• a reduction in the proportion of Consumption of raw materials on turnover due to (i)
a better product mix with growth in both volume and value of the Top Brands with a
profit margin (defined as the difference between revenue and the cost of raw
materials) equal to or greater than 45%, and (ii) lower production costs, in particular
the unit cost of dry materials decreased by 12% compared with 2023, more than
offsetting the fall in prices resulting from the market repositioning towards pre-
inflation levels.
• Costs for Services, equal to Euro 65.66 million, considerably lower than in 2023 and
previous years mainly due to (i) lower energy costs (ii) optimisation of transport costs
(iii) reduction of commissions not only due to lower volumes, but as a further synergy
from the commercial integration of B2B; this in addition to the reductions resulting
from lower B2C volumes (tariffs and excise duties, postal delivery). The higher
investments in advertising were therefore more than compensated.
Analysis of operating margins
Amounts in €000
31.12.2022
pro-forma
Revenue from sales and other income 405,198 433,537 436,209 396,228 (6.54%) (3.62%)
Raw materials consumed (262,266) (291,612) (295,066) (271,180) (10.06%) (5.72%)
% of total revenue (64.73%) (67.26%) (67.64%) (68.44%)
Costs for services (65,657) (70,911) (78,190) (70,990) (7.41%) (8.36%)
% of total revenue (16.20%) (16.36%) (17.92%) (17.92%)
Personnel (25,435) (25,078) (24,256) (21,633) 1.42% 2.40%
% of total revenue (6.28%) (5.78%) (5.56%) (5.46%)
Other operating costs (1,458) (1,606) (1,520) (1,368) (9.25%) (2.07%)
% of total revenue (0.36%) (0.37%) (0.35%) (0.35%)
Adjusted EBITDA
50,382 44,330 37,177 31,057 13.65% 16.41%
% of total revenue 12.43% 10.23% 8.52% 7.84%
31.12.2023
31.12.2022
∆ % 23/24
CAGR ∆ % PF
22 / 24
31.12.2024

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The following is a breakdown of the costs for services incurred by the Group during 2024
compared with the equivalent figures in 2023 and 2022.
Personnel costs increased in absolute terms from Euro 25.1 million in 2023 to Euro 25.4 million
in 2024. This was attributable to the higher percentage of wine production and bottling carried
out internally, which made it possible to significantly reduce external processing costs and to
increase the overall operating margin.
The revenue and cost dynamics described above have allowed us to achieve an adjusted gross
operating profit of Euro 50.4 million (12.5% of sales), a significant improvement both in
absolute terms and in percentage terms compared with 2023 and an all-time record for the
Group.
Amounts in €000
31.12.2022
pro-forma
Services from third parties 11,525 11,509 12,892 11,868
Customs and excise duty 6,199 6,476 7,886 7,887
Transport 14,957 17,769 19,873 18,518
Postage expenses 3,229 3,566 3,921 3,921
Leases and rentals 1,712 1,836 1,308 1,138
Consulting 2,413 3,044 2,898 2,175
Advertising costs 1,938 1,826 1,562 1,183
Utilities 2,685 3,201 5,866 5,582
Remuneration of Directors, Statutory Auditors and Supervisory Body
3,191 3,630 1,606 1,514
Maintenance 2,134 2,003 2,074 1,775
Outsourcing costs 6,784 7,169 7,721 7,721
Commissions 2,403 3,176 2,863 1,599
Other costs for services 8,055 8,457 8,143 6,532
Non-recurring expenses (1,567) (2,751) (424) (424)
Total 65,657 70,911 78,190 70,990
31.12.2024
31.12.2023
31.12.2022

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The following is a breakdown of the costs that take the gross operating profit to the profit
before taxes of the Italian Wine Brands Group.
From the table above, it emerges that the income statement of the Italian Wine Brands Group
in 2024 featured a significant improvement in the operating result, despite the increase in non-
recurring costs brought about by the reorganisation of production and teleselling, from which
significant benefits were obtained from the second half of 2024.
All cost items improved, in particular:
(i) a significant reduction in write-downs, which includes uncollected B2C receivables
thanks to continuous improvement in credit management;
(ii) a reduction in depreciation by Euro 2 million, partly due to the concentration of
production and the closure/sale of two plants, and partly to a review of the useful
life of the fixed assets resulting from the rationalisation in line with accounting
standards.
Financial charges decreased by Euro 3 million due to a further reduction in the net financial
position, which made it possible to eliminate the use of credit lines other than the bond.
Amounts in €000
31.12.2022
pro-forma
Adjusted EBITDA 50,382 44,330 37,177 31,057 13.65% 16.41%
Write-down (857) (1,601) (833) (803) (46.49%) 1.43%
% of total revenue (0.21%) (0.37%) (0.19%) (0.20%)
Depreciation and amortization (9,968) (11,965) (11,450) (9,666) (16.69%) (6.69%)
% of total revenue (2.46%) (2.76%) (2.62%) (2.44%)
Non-recurring items (3,762) (3,368) (1,306) (1,322) 11.71% 69.72%
% of total revenue (0.93%) (0.78%) (0.30%) (0.33%)
Release (accrual) of provision for risks and charges
- (24) (59) (54) (100.00%) (100.00%)
% of total revenue - (0.01%) (0.01%) (0.01%)
Operating profit (loss)
35,795 27,372 23,530 19,213 30.77% 23.34%
% of total revenue 8.83% 6.31% 5.39% 4.85%
Financial income (expenses) (4,951) (7,798) (5,645) (5,518) (36.50%) (6.34%)
% of total revenue (1.22%) (1.80%) (1.29%) (1.39%)
EBT
30,844 19,574 17,885 13,695 57.58% 31.32%
% of total revenue 7.61% 4.51% 4.10% 3.46%
31.12.2024
31.12.2023
31.12.2022
∆ % 23/24
CAGR ∆ % PF
22 / 24

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Investments in fixed capital, net working capital and the financial situation
During 2024, investments in fixed capital amounted to Euro 6.3 million, split between tangible
fixed assets (Euro 3.0 million, mainly for plant at the Montebello production site, safety
measures at the Calmasino site and completion of the photovoltaic system) and intangible
assets (Euro 3.3 million, mainly customer lists for Euro 3.1 million and trademark registration
for Euro 0.2 million).
The sale of the Torricella winery for Euro 1.3 million partially offset the investments in tangible
fixed assets.
Net working capital shows a further improvement, falling to Euro 6.8 million compared with
Euro 12.1 million at 31 December 2023, due to:
(i) a further reduction in inventory resulting from the optimisation of supply chain
processes favoured by the corporate and industrial integration and partly
attributable to lower production costs;
(ii) the decrease in trade receivables resulting from lower revenue;
(iii) partially offset:
a. by the reduction in trade payables thanks to (a) lower purchases (b) more
favourable payment conditions granted to obtain better discounts, and (c)
measures to build loyalty in the production chain;
b. by the decrease in "Other receivables/payables" mainly attributable to the
reduction in receivables from the factoring company, thanks to better
management of the credit transfer process. Again, the benefit is a positive side
effect of the integration.
These trends, namely i) limited investment in fixed capital, ii) lower inventory, iii) significant
cash flows generated by operations, have led to an improvement in net bank debt which,
together with the reduction in debt calculated in accordance with IFRS 16, allows us to
achieve a NFP/Adjusted EBITDA ratio of 1.77.

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2. Significant events
2.1 Significant events during the period
On 1 January 2024 the merger between Provinco Italia S.p.A., Enoitalia S.p.A., Barbanera S.r.l.
and Fossalto S.r.l. took effect, leading to the establishment of IWB Italia S.p.A., the Group's
commercial and industrial hub to maximise synergies for all activities in the B2B segment: sales
and marketing, production, management and finance.
On 18 March 2024 The Board of Directors of IWB defined the quantitative and qualitative
criteria of materiality of the relationships potentially relevant for the purposes of assessing the
independence of its members (the Materiality Criteria) in compliance with art. 6-bis of the
EGM Regulation currently in force.
On 24 April 2024 Italian Wine Brands S.p.A. announced that the Group's subsidiaries, Giordano
Vini S.p.A. and IWB Italia S.p.A., have communicated to the trade unions their decision to
reorganise their teleselling and production operations at the Valle Talloria site in Diano d'Alba
(Piedmont), run by Giordano Vini S.p.A. and IWB Italia S.p.A. respectively, to optimise
productivity and adapt their respective structures to the changed market conditions:
a) with reference to the teleselling activities, the reorganisation became necessary
following the change in customer purchasing methods, increasingly oriented towards
online, to the detriment of telephone sales. Giordano Vini S.p.A. has long developed

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the digital part of its business, while telephone sales have undergone a progressive
downsizing, which makes it economically unsustainable to maintain an internal
organisation dedicated to this and, as such, must therefore be dismantled: a decision
that appears even more necessary and strategic considering the higher efficiency in
this area of the outsourcing model that has already been implemented for years by
Giordano Vini S.p.A. and will be pursued further;
b) with reference to production, given the significant external growth achieved in recent
years, the Group decided to concentrate production, arranging for the transfer of the
IWB Italia production personnel operating at Valle Talloria di Diano D'Alba to the
Calmasino di Bardolino (VR) site, with a view to rationalisation and, ultimately, a
reduction in production costs. It will also make production activities and those related
to them more efficient.
The IWB Group has agreed forms of support for the people affected by the reorganisation
with the trade unions. The agreements were signed on 22 May 2024 for Giordano Vini
S.p.A. and on 28 May 2024 for IWB Italia S.p.A.
On 30 April 2024 the Shareholders' Meeting:
(i) appointed and established the compensation of the Board of Directors, which
will remain in office for three years until the approval of the financial
statements for 2026, in the persons of: Alessandro Mutinelli, Giorgio Pizzolo,
Simone Strocchi, Antonella Lillo (independent director), Sofia Barbanera,
Massimiliano Mutinelli and Marta Pizzolo.
(ii) approved the purchase and disposal of treasury shares pursuant to arts. 2357
and 2357-ter of the Italian Civil Code and art. 132 of the Consolidated Finance
Act, according to the methods proposed in the Directors' Report to provide
the Company with a strategic investment opportunity for any purpose
permitted by the provisions currently in force. This includes the purposes
envisaged in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation,
“MAR”) and in the practices permitted pursuant to art. 13 MAR, where
applicable, including the purchase of treasury shares with a view to their
subsequent cancellation, according to the terms and methods to be decided
by the corporate bodies after cancellation of the resolution adopted by the
Shareholders' Meeting of 27 April 2023 for the part not carried out.
On 16 May 2024 IWB Italia signed a partnership and collaboration agreement with Cantine
Ermes, which with 14 plants in 6 regions represents one of the main cooperative operators in
the transformation of grapes, with a view, on the one hand, to valorisation of its assets at the
Torricella winery and, on the other, to continue raising production efficiency. The agreement,
which took effect on 20 June, provides for: (i) strengthening and expansion of the
collaboration and partnership between IWB and Cantine Ermes for the supply of larger

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volumes of wine, produced according to technical specifications and under the supervision of
IWB technicians; (ii) sale of the Torricella plant by IWB Italia to Cantine Ermes.
On 24 May 2024 Italian Wine Brands S.p.A. joined the Prosecco Consortium with the
appointment of its Deputy Chairman Giorgio Pizzolo as a member of the Prosecco DOC Board
of Directors.
On 28 May 2024 Italian Wine Brands S.p.A. strengthened its management structure with the
appointment of Alessandro Vella as the new General Manager.
On 12 September 2024 the boards of directors of Giordano Vini S.p.A. and IWB Italia S.p.A.
approved the partial demerger to transfer the Giordano Vini S.p.A. brand to the beneficiary
IWB Italia S.p.A. The project completes the corporate reorganisation begun in 2023 to improve
operational efficiency and rationalise the business organisation of the companies involved,
making it possible to achieve important synergies. In this context, concentrating the Group's
brands in a single company, IWB Italia, will help to optimise how they are managed with a
view to future development. From an operational standpoint, Giordano will continue to
benefit from use of the brand through a specific multi-year agreement for the production of
wine that will commence from the Effective Date of the Demerger.
On 15 October 2024 Alessandro Mutinelli, Chairman and CEO of the Group, was appointed a
board member of Unione Italiana Vini, the Italian Association of Wine Companies. This
appointment is an important milestone both for Alessandro Mutinelli, who sees his
commitment and entrepreneurial vision recognised in promoting Italian wine at a national and
international level, and for IWB, which now acquires a prominent role within the most
important representative Association for companies in the wine sector: it has 770 corporate
members and represents more than 150,000 winemakers, more than 50% of the Italian wine
turnover and over 85% of the export turnover of Italian wine.
On 17 December 2024 the Board of Directors of Italian Wine Brands S.p.A. decided to propose
to the Shareholders' Meeting the distribution of an extraordinary dividend of Euro 0.5 per
share (gross of legal withholdings and excluding treasury shares) for a total of Euro 4,678,268
(the "Extraordinary Dividend") to be drawn from available reserves formed by retained
earnings. The Board of Directors deemed it appropriate to formulate the proposal for the
distribution of the Extraordinary Dividend on the occasion of the tenth anniversary of the
Company's listing, in consideration of (i) the exceptional growth and value creation achieved
by the Company over the course of these ten years, (ii) recognition of the support always
granted by the shareholders to the development path of IWB, both organically and through
external lines.
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2.2 Significant subsequent events
On 28 January 2025 the following were held at the headquarters of the Italian Stock Exchange:
- the shareholders' meeting which coincides with the tenth anniversary of the listing
approved the Board of Directors' proposal to distribute an extraordinary dividend of
Euro 0.5 per share in consideration of the exceptional growth and value creation
achieved by the company over the course of these ten years and recognition of the
shareholders' support for IWB's development path, both organically and through
external lines;
- the event that celebrated the tenth anniversary of the listing in the presence of the
entire Management Team, Directors and Shareholders who were some of the first
investors, for a significant anniversary of the first Italian wine group to be listed on the
Italian Stock Exchange. As tangible recognition for the competence, passion and
dedication of all its collaborators, the Group paid each employee an extraordinary
bonus of Euro 1,000.
On 18 February 2025 Italian Wine Brands S.p.A. announced that its subsidiary Giordano Vini
S.p.A., through the Italian platform Svinando, an international leader in the online sale of food
and wine products, had launched “Nando”, the first virtual assistant based on artificial
intelligence developed internally to offer a browsing and consulting experience tailor-made to
the needs of its customers. Thanks to an advanced search engine based on AI technology,
“Nando” is able to guide users on broad topics, from the characteristics of the products in the
catalogue, to food/wine pairings, the right occasions to drink a certain wine, and the
customer's budget. This is a genuinely expert guide, capable of understanding and anticipating
the needs of the customer, offering personalised advice with precision and reliability. “Nando”
guarantees quick, accurate and targeted responses, breaks down the barriers between
technology and user, uses a fluid, natural interaction, increasingly close to human language,
giving advice just like a real wine merchant. Svinando is the first Italian e-commerce player in
the world of wine to offer a solution of this kind.
On 26 February 2025 the Board of Directors approved an integration of the incentive plan with
the aim of further strengthening the alignment of the Group's objectives with those of the
management team. It will allow the Group to continue on the path of growth in revenue, profit
margins and cash generation in order to maximise the interests of all stakeholders.
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3. Outlook
In 2025, the IWB Group will present itself on the market with:
(i) an integrated organisational structure;
(ii) an efficient production structure with six months of synergies still to be expressed;
(iii) a presence on international markets that makes it possible to seize new
opportunities and to manage risks adequately;
(iv) a financial situation which allows us to tackle both organic and external growth
with confidence.
On the trade front, while carefully monitoring and trying to anticipate the possible effects of
the increase in American tariffs, the Group is continuing with its strategy:
• of developing its Top Brands with a view to a continuous increase in profit margins and
the recovery of private label contracts with levels of profitability in line with Group
standards, as well as to support volumes;
• of more and more positioning in strategic markets;
• of product innovation with the launch of the first IWB-branded dealcoholised products
and products in the “ready to drink” segment on the American market.
On the production and purchasing front:
• the purchasing conditions for the main supplies of raw materials have already been
negotiated;
• further cost reductions are expected for utilities.
All the conditions have therefore been created to achieve even better results than in 2024.
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4. Code of Ethics and the Organisational 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, the Whistleblowing procedure
was approved to complete the model. On 13 September 2024, the model was further updated
to adapt it to regulatory changes.
5. Related-party transactions
Related-party transactions form part of normal business operations within the typical activity
of the parties concerned and they are regulated at standard conditions.
To summarize:
(i) a commercial lease contract signed on 1 February 2012 by IWB Italia S.p.A. and
Provinco S.r.l. under which Provinco S.r.l. has been leasing the property located in
Via per Marco 12/b, Rovereto (TN) to Provinco Italia S.p.A.; the lease has a
duration of six years (until 31 January 2018) with tacit renewal for the same period
unless notice of cancellation is given 12 months before the expiry date; the agreed
rent is Euro 60 thousand per year, index-linked to ISTAT inflation statistics, plus
VAT. For 2024 the rent came to Euro 69,837.62.
(ii) a service contract with Electa S.p.A. involving for investor relations support for an
annual amount of Euro 40 thousand.
These relationships are regulated at market conditions.
The Parent Company IWB has adopted and follows the Procedure for Related-Party
Transactions in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.
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6. Information on food safety, environment and sustainability, health and safety, and ethics
Italian Wine Brands has always accompanied its rapid growth on the markets with a concrete
commitment to continuous improvement, gradually pursuing important certification
objectives in line with the requests of international customers and coherent with the internal
growth of the organisation.
Adherence to certification standards has always been progressive and concretely supported
by the internal growth of the organisation with the aim of remaining in line with the
expectations of the Group's international clientèle.
GFSI (FOOD SAFETY) CERTIFICATIONS
The Group's locations (Calmasino, Montebello Vicentino and Cetona) operate and are
certified according to the Global Food Safety Initiative (GFSI) in line with the requirements of
the food safety standards:
- BRCGS food;
- IFS food (International Featured Standard).
The companies adhere to it for each location in the “unannounced” audit mode, as required
by the international large-scale retail trade, confident in the commitment of the entire
organisation to respect the 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. These certifications are also a prerequisite for
access to the global market in line with the Group's mission.
The aim of the GFSI certifications is to ensure the quality and safety of food products offered
to consumers by suppliers and retailers of large-scale distribution: they are operational tools
used for due diligence and to select suppliers in the agri-food supply chain.
This approach allows us to reduce the overall costs of supply chain management and at the
same time to increase and guarantee the level of safety for the entire supply chain up to the
end-consumers.
GFSI certifications also represent a great opportunity to demonstrate Group companies'
ongoing commitment to safety, quality and compliance with the regulations governing the
agri-food sector, ensuring the selection and qualification of suppliers and providing a
framework for managing product safety, integrity, legality and quality.
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The requirements of the standards relate to the quality management system, the HACCP
system and relevant prerequisite programmes, including GMP (Good Manufacturing
Practice), GLP (Good Laboratory Practice) and GHP (Good Hygiene Practice).
Certifications include the assessment of the suitability of production departments including
storage sites, operating systems and procedures and control plans applied by companies.
This standard offers companies the opportunity to:
- communicate their commitment to safety and, in the event of an accident, to limit
the possible legal consequences by demonstrating that they have taken all
reasonable measures to avoid it;
- build and operate a management system to check that the rules on quality, safety
and legal compliance 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 food safety management, through the control and monitoring
of significant factors;
- reduce the incidence of potential deviations, reprocessing and possible product
recalls.
GFSI food safety certifications also support efficient supply chain management, reducing the
need for external auditing and increasing the overall reliability of the supply chain.
IWB has also maintained the IFS Broker certification with the aim of guaranteeing the safety
and quality of the third-party goods that the Group sells, which are not produced at our
locations. The standard promotes proper communication between customers and suppliers
with the aim of ensuring that product requirements and specifications are met and
guaranteed.
The standard monitors the parties involved to ensure that appropriate measures are in place
so that suppliers operate in compliance with established quality and safety requirements.
Certification also ensures monitoring of supplier compliance so that they provide products
that comply with regulations and specifications and offers benefits in terms of quality
excellence and customer satisfaction to gain a competitive advantage in the markets.
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ENVIRONMENTAL CERTIFICATION UNI EN ISO 14001:2015
The Calmasino, Montebello and Cetona sites are certified according to the environmental
standard ISO 14001:2015.
Certification according to ISO 14001 is not mandatory, but is the result of IWB's voluntary
choice to establish, implement, maintain and improve its environmental management system.
The ISO 14001 certification demonstrates that IWB has an adequate management system to
monitor the environmental impacts of its activities, and systematically seeks to improve in a
coherent, effective and, above all, sustainable manner. ISO 14001 is not a product certification,
but rather the certification of a process.
By virtue of this certification, IWB undertakes to:
▪ carry out an environmental analysis, with in-depth knowledge of the relevant
environmental aspects (emissions, resource use, etc.), of the legislative framework
and of the requirements applicable to the company, assessing the materiality of the
impacts;
▪ define a company policy;
▪ establish specific responsibilities in environmental matters;
▪ define, apply and maintain the activities, procedures and records required by ISO
1400.
The certified environmental management system makes it possible to:
▪ control and maintain legislative compliance and monitor environmental performance;
▪ reduce waste (water consumption, energy resources, etc.);
▪ gain facilitations in financing procedures and bureaucratic/administrative
simplifications;
▪ have a support tool in decisions regarding investment or technological change;
▪ have a tool for creating and maintaining corporate value, safeguarding corporate
assets and ensuring transparency in mergers and acquisitions (risk management);
▪ ensure a systematic and planned approach to environmental emergencies;
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▪ lay down operational methods for the prevention of environmental crimes;
▪ improve the relationship and communication with the authorities;
▪ improve corporate image and reputation (brand integrity).
"VIVA" SUSTAINABILITY CERTIFICATION
The organisation's commitment to the topic of sustainability, increasingly important also for
international markets, is certified through adoption of the specific standard for winemakers.
With the commitment of the entire organization, from the workforce to top management, in
addition to the operational sites of Calmasino and Montebello, the Cetona site has also been
included in the programme and all of the production units are now covered by the
sustainability certification valid for 2024-2026.
VIVA is the Programme of the Ministry of the Environment and Energy Security that since 2011
has promoted sustainability in the Italian wine industry. The Programme aims to create 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 programme is designed for companies because it allows you to evaluate the optimal
use of resources and measure improvements over time. It is also intended for consumers,
because it provides a transparent and traceable system to verify the commitment of
producers in both the environmental and socio-economic fields. In fact, VIVA is also an
innovative organisation label, which makes sustainability data accessible, expressed in three
indicators: Air, Water and Territory, validated by a verification body and guaranteed by the
Ministry of the Environment and Energy Security. Application of the indicators, developed on
the basis of the main international standards and norms, and use of the “Improvement Plans”
provided for in the Programme, allow producers to develop effective strategies for reducing
any impacts that they generate.
In 2024, the VIVA sustainability certification was renewed for the third time and is valid for two
years. IWB is a corporate member of VIVA, which aims to improve and communicate to
consumers and all stakeholders in the wine sector their commitment to a transition towards
increasingly sustainable production and consumption models.
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Advantages:
- Reduces environmental impacts: a detailed analysis of wine production increases
companies' awareness of their impact on climate change, water resources, agricultural
land and the territory in a broader sense (social impacts), while providing the tools to
reduce it over time.
- Competitiveness and Marketing: the environmental values associated with a product
are an important driver of competitiveness in the national and international market.
- Savings: measures to reduce greenhouse gases and water consumption, including
energy efficiency and technological renewal, are able to reduce not only the impact of
the winery on the environment, but also production costs and waste.
- 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, making it possible not only to access incentives and tenders, but also to compete
on foreign markets that are very keen on environmental issues.
HEALTH AND SAFETY IN THE WORKPLACE - UNI ISO 45001:2018 CERTIFICATION
Since 2024, all operating sites of the Italian Wine Brands Group (including the Cetona site)
have adopted and implemented an Occupational Health and Safety Management System that
is compliant with the UNI-ISO 45001:2018 standard.
The IWB Group's main resource is its human capital: the health and well-being of employees
are two of the keys to the Group's success.
The organisation is committed to providing its employees with a safe and healthy work
environment, pro-actively anticipating possible improvements in operational procedures and
work environments.
By adhering to the ISO 45001 standard, IWB aims to create a Management System for Health
and Safety at Work, based on organisational awareness, improvements in health and safety
conditions and working conditions at a global level and the minimisation of professional risks.
The system aims to continuously monitor, identify, analyse and evaluate the risks affecting
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personnel, in order to adopt appropriate measures that improve the working environment
and operating conditions.
This is therefore a strategic and operational decision which confirms the commitment to:
- promote employee motivation and involvement by strengthening collaboration,
participation and awareness;
- reduce injuries and prevent health problems due to work practices through careful
monitoring and involvement of the workforce;
- support the appropriate 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 in the field of safety and health at work which are monitored in
their application by a multidisciplinary team;
- monitor performance and results in terms of 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 recognised all the
Group's operating sites for having implemented a management system in line with the
highest safety standards and for having pursued their objectives continuously, bringing
measurable improvements to safety conditions in the workplace.
ISO 9001 QUALITY
The IWB Italia head office within the Group is ISO 9001:2015 certified. The standard is intended
as the point of reference for planning, implementing, monitoring and improving both
operational and support processes. The quality management system is implemented and
enforced as a means to achieve the objectives. The customer and their satisfaction are at the
centre of the Company's logic; every activity, application and monitoring of
activities/processes is in fact aimed at determining maximum customer satisfaction.
Application of the standard starts from the definition of procedures and registrations for each
single process or macro-process identified within the organisation in accordance with a careful
analysis of the opportunities, mission and vision expressed through the quality policy.
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ETHICS: Sedex – SMETA (ETHICAL)
SEDEX (Supplier Ethical Data Exchange) is a London-based non-profit organisation committed
to advancing the spread of ethical principles along global supply chains and is the largest
platform in Europe that collects and processes data on ethical behaviour in supply chains.
Sedex is a web-based system designed to help organisations manage data on working practices
in their supply chain. The SEDEX global collaborative platform provides an effective solution
for sharing ethical data between trading partners, supporting effective supply chain
management and improved procedures to be followed within it.
Sedex SMETA (Sedex Member Ethical Trade Audit) is a common audit and reporting
methodology developed by Sedex members to meet the multiple needs of customers.
In addition to the principles contained in the ETI (Ethical Trade Initiative) basic code and
integrating them with applicable national and local laws, the SMETA service also verifies
performance with respect to immigrants' right to work, management systems, implementation
and environmental issues.
All of the production sites at Calmasino, Montebello and Cetona are registered on the portal
which, through a periodically updated self-assessment questionnaire, evaluates compliance
with the ethical requirements and makes the company profile available in a transparent way
to the supply chain and to customers and commercial partners.
Since September 2024, the Cetona site has also been included in the biennial auditing system
according to the Sedex Smeta 2-pillar scheme (verification of working conditions and health
and safety) certified by Bureau Veritas to further validate the commitment to compliance with
the ethical rules defined internally and expected by customers.

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GROUP STAFF
The specific and average number by category as of 31 December 2024, 31 December 2023 and
31 December 2022 is shown below.
7. Treasury shares
At 31 December 2024, the Parent Company holds 104,297 of its own ordinary stock as treasury
shares, representing 1.10% of the ordinary share capital. During 2024:
- 76,613 treasury shares were bought;
- 37,575 shares were assigned.
No. at Average no. No. at Average no. No. at Average no.
31.12.2024 31.12.2024 31.12.2023 31.12.2023 31.12.2022 31.12.2022
Managers 7 7 7 8 8 8
Middle managers 20 20 20 21 23 23
Office workers 182 194 211 210 202 205
Factory workers 128 134 138 141 140 144
Total
337 355 376 380 373 379

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8. Risks
The Group is mainly exposed to risks from exchange rate and interest rate fluctuations, credit
risk and liquidity risk.
Risks from exchange rate fluctuations
The Group is subject to market risk from exchange rate fluctuations, as it operates in an
international context, with transactions conducted in different currencies while maintaining a
very significant prevalence of sales in euro. Risk exposure derives primarily from intercompany
transactions between IWB Italia S.p.A. and Enovation Brands Inc.
Risks from interest rate fluctuations
Even though most of the Group's debt is fixed interest, it is still exposed to the risk of interest
rate fluctuations. The evolution of interest rates is constantly monitored by the Company and,
depending on how they evolve, hedging of the interest rate risk may be considered. With the
exception of an IRS-OTC on a low-value loan, the Group is not currently involved in hedging
transactions, given the insignificant impact of changes in interest rates on the income
statements.
Derivatives for which it is not possible to identify an active market are recorded at fair value
and included in financial assets and liabilities and other assets and liabilities. The fair value was
determined using valuation techniques based on market data, i.e. using specific pricing models
that are recognised by the market.
Credit risk
Credit risk represents the exposure of Group companies to potential losses arising from the
failure of counterparties to fulfil their obligations.
The receivables with exposure are mainly the amounts due from end-consumers for which the
risk of non-collection is moderate and, in any case, individually of small amounts. Group
Companies are equipped with preventive control tools to check 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.
The amounts due from the large-scale retail trade and the Ho.Re.Ca channel are insured;
advance payment is required for shipments to high-risk countries.
Liquidity risk
The Group finances its activities both through cash flows generated by operations and through
the use of external sources of finance. It is therefore exposed to liquidity risk, represented by
the fact that financial resources may not sufficient to meet financial and commercial
obligations within the pre-established terms and deadlines. The Group's cash flows, financing

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requirements and liquidity are kept under control by considering the maturity of financial
assets (trade receivables and other financial assets) and the expected cash flows from the
related transactions. The Group has both secured and unsecured lines of credit, consisting of
revocable short-term lines in the form of hot loans, overdrafts and endorsement credit.
Risk of default and covenants on debt
The risk in question concerns the presence in loan contracts of provisions that allow
counterparties to ask the debtor for immediate repayment of the amounts lent on the
occurrence of certain events, consequently generating liquidity risk.
Operational and management risks
IWB (i) is not an energy-intensive Group and (ii) it is an asset-light Group, meaning that it does
not own any land, so its production and revenue are not strictly linked to harvesting from a
specific territory.
The strategic value of the Group is the ability of its winemakers 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 with high commercial and marketing value.
In a long-term extreme scenario that is not currently conceivable, if global warming, fires or a
period of drought were to affect production or the harvest in Italy, IWB could consider
producing and selling bulk wine purchased outside of Italy, by “broadening” its business name
and scope of application. Furthermore, in the event of different conditions being applied by
suppliers, IWB could review its agreements with customers, as it did in 2022 when the lack of
dry material and inflation affected production costs. Any negative effects from climate change
would therefore be temporary.
Harvest risk is monitored through constant contact with suppliers and wine-making
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 its subsidiary IWB Italia
(y) and is contributing to reducing energy costs and the risk of any unexpected fluctuations in
the cost of electricity.
For the above reasons, climate change risk is not included in the impairment assessments.

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9. Statement of Directors' Responsibility
The directors are responsible for preparing the annual report and financial statements in
accordance with applicable laws and regulations. The Directors must 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 Group's profit or loss for that
period. The Directors have elected to prepare the financial statements of the Group and of the
Holding Company in accordance with International Financial Reporting Standards (IFRS). In
preparing the financial statements, the Directors are required to:
– identify suitable accounting policies and apply them consistently;
– make reasonable and prudent judgements and estimates;
– certify that the financial statements comply with the IFRS adopted by the European Union;
and
– prepare the financial statements on a going-concern basis, unless it is inappropriate to
assume that the Group will continue in business.
The Directors are responsible for ensuring that the Company keeps adequate accounting
records which explain and record the Company's transactions in a correct manner, enabling its
assets, liabilities, financial position and profits or losses to be determined at all times with
reasonable accuracy and ensuring that the financial statements are prepared in accordance
with the IFRS adopted by the European Union.
The Directors are also responsible for safeguarding the Company's assets and therefore for
taking reasonable measures 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 Italianwinebrands.it .
Legislation governing the preparation and dissemination of financial statements may differ
from the legislation of other jurisdictions. The Directors are nevertheless required to prepare
a report on operations that contains a fair analysis of the business and a description of the
main risks and uncertainties that the Group faces. Furthermore, they are required, under
applicable law and the Listing Rules issued by Euronext Dublin, to prepare a Directors' Report
and a Corporate Governance Report.
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 2024 have
been prepared in accordance with the IFRS adopted by the European Union. They
provide a true and fair view of the financial position of the Group and of the companies
included in the consolidation, taken as a whole, and of the profit for the year;
- the Company's financial statements, drawn up in accordance with the IFRS adopted by
the European Union, provide a true and fair view of the Company's financial position
and assets at 31 December 2024;

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- the Directors' Report on pages 8-38 includes a fair analysis of the business
performance for the year ended 31 December 2024 and of the financial position of the
Company and the Group at the end of the year;
- the Risk Management Report provides a description of the main risks and uncertainties
at the end of the financial year that could affect the future performance of the
Company and the Group; and
- the Annual Report and the Consolidated Financial Statements, taken as a whole,
provide the information necessary for shareholders to evaluate the situation and
performance of the Company and the Group, the business model and the strategy and
are fair, balanced and comprehensible.
Alessandro Mutinelli
Chairman and Chief Executive Officer

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Consolidated Annual Financial Report
Consolidated financial position
Note
31.12.2024 31.12.2023
Amounts in Euro
Non-current assets
Intangible assets
5 38,469,167 38,774,598
Goodwill
6 215,968,880 215,968,880
Land, property, plant and equipment
7 40,856,412 51,823,036
Right-of-use assets
7 B 13,398,871
15,464,554
Equity investments
9 5,109 5,109
Other non-current assets
10 222,324 235,310
Non-current financial assets
- -
Deferred tax assets
11 1,686,119 2,693,710
Total non-current assets
310,606,882 324,965,198
Current assets
Inventory
12 65,264,485 78,552,355
Trade receivables
13 50,612,573 52,129,713
Other current assets
14 2,631,151 8,310,750
Current tax assets
15 721,156 1,674,105
Current financial assets
528,760 524,162
Cash and cash equivalents
16 59,500,216 70,900,191
Total current assets
179,258,341 212,091,275
Non-current assets held for sale
8 9,740,033 -
Total assets 499,605,256 537,056,473
Shareholders’ equity
Share capital 1,124,468 1,124,468
Reserves 155,125,347 145,344,279
Reserve for defined benefit plans 30,958 (63,762)
Reserve for stock grants 794,385 789,694
Profit (loss) carried forward 47,061,082 46,203,906
Net profit (loss) for the period 22,335,624 16,300,463
Total shareholders’ equity of parent company shareholders 226,471,864 209,699,049
Non-controlling interests
62,505 (208,671)
Total shareholders’ equity 17 226,534,369 209,490,377
Non-current liabilities
Financial payables
18 133,529,737 143,336,515
Lease liabilities
18 10,048,538 12,107,779
Provision for other employee benefits
19 1,548,228 1,654,245
Provisions for future risks and charges
20 165,610 300,637
Deferred tax liabilities
11 9,379,847 9,490,667
Other non-current liabilities
22
- -
Total non-current liabilities 154,671,959 166,889,843
Current liabilities
Financial payables
18 2,450,424 28,805,836
Lease liabilities
18 3,316,648 3,106,456
Trade payables
21 94,697,725 113,789,742
Other current liabilities
22 10,093,388 10,758,709
Current tax liabilities
23
7,840,742 4,215,509
Provisions for future risks and charges
20
- -
Total current liabilities 118,398,928 160,676,252
Liabilities directly related to assets held for sale - -
Total shareholders’ equity and liabilities 499,605,256 537,056,473


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Comprehensive income statement
Note
31.12.2024 31.12.2023
Amounts in EUR
Revenue from sales 24 401,937,029 429,127,486
Change in inventories 12 (14,154,988) (19,764,596)
Other income 25
3,261,215 4,409,594
Total revenue 391,043,255 413,772,484
Purchase costs 26
(248,332,447)(271,847,220)
Costs for services 27 (67,224,590) (73,661,770)
Personnel costs 28 (27,408,277) (25,653,665)
Other operating costs 29
(1,457,644) (1,647,420)
Operating costs (344,422,958)(372,810,074)
EBITDA 46,620,297 40,962,410
Depreciation and amortization 5-7
(9,968,066) (11,964,772)
Provision for risks 20
- (24,441)
Write-ups / (Write-downs) 30
(857,024) (1,601,476)
Operating profit/(loss) 35,795,207 27,371,721
Financial income 1,916,655 1,489,920
Borrowing costs
(6,867,976) (9,287,567)
Net financial income/(expenses) 31
(4,951,320) (7,797,647)
EBT
30,843,886 19,574,074
Taxes 32 (8,237,085) (3,116,150)
(Loss) Profit from discontinued operations
- -
Profit (loss) (A) 22,606,801 16,457,924
Attributable to:
Non-controlling interests (271,176) (157,461)
Group profit (loss)
22,335,624 16,300,463
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
(179,914) 251,734
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
19 94,720 (41,103)
Tax effect of Other profit/(loss) - -
Total other profit/(loss), net of tax effect (B) (85,195) 210,632
Total comprehensive profit/(loss) (A) + (B) 22,521,606 16,668,555


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Statement of changes in consolidated equity
Amounts in Euro
Share capital Capital reserves Translation reserve
Reserve for stock
grants
Reserve for defined
benefit plans
Retained earnings
Non-controlling
interests
Total
Balance at 1 January 2023 1,124,468 142,063,626 214,032 65,947 (22,659) 50,235,340 (366,135) 193,314,619
Increase in capital -
Purchase of treasury shares (984,657) (984,657)
Sale of treasury shares -
Dividends (944,930) (944,930)
Stock grants 789,694 789,694
Legal reserve -
Reclassification and other changes 3,799,544 (65,947) (3,086,504) 3 647,096
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
Increase in capital -
Purchase of treasury shares (1,666,343) (1,666,343)
Sale of treasury shares -
Dividends (4,713,413) (4,713,413)
Stock grants 692,132 4,691 97,562 794,385
Legal reserve 15,641 (15,641) -
Reclassification and other changes 10,919,552 (10,811,795) 107,757
Total comprehensive profit/ (loss) (179,914) 94,720 22,335,624 271,176 22,521,606
Balance at 31 December 2024 1,124,468 154,839,495 285,852 794,385 30,958 69,396,706 62,505 226,534,369


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Statement of cash flows
Amounts in Euro
Notes
31.12.2024 31.12.2023
Profit (loss) before taxes 30,843,886 19,574,074
Adjustments for:
- non-monetary items - stock grant - -
- increases in the provision for bad and doubtful accounts, net of utilisations 857,024 1,601,476
- non-monetary items - provisions / (releases) - 24,441
- non-monetary items - amortisation/depreciation
9,968,066 11,964,772
Adjusted profit (loss) for the period before taxes 41,668,977 33,164,763
Cash flow generated by operations
Income tax paid (2,542,552) (1,993,366)
Other financial (income)/expenses without cash flow 3,489,590 3,479,355
Derivatives - -
Total 947,038 1,485,989
Changes in working capital
Change in trade receivables 660,116 7,868,080
Change in trade payables (19,092,017) (22,927,499)
Change in inventories 12,715,585 22,661,239
Change in other receivables and payables 3,910,912 1,789,065
Other changes 708,485 (11,635)
Change in post-employment benefits and other provisions (146,325) 157,242
Change in other provisions and deferred taxes
896,771 (686,277)
Total (346,473) 8,850,215
Cash flow from operations (1) 42,269,542 43,500,966
Capital expenditure:
- Tangible (1,661,530) (4,264,347)
- Intangible (3,354,595) (3,356,446)
- Financial
- -
Cash flow from investment activities (2) (5,016,125) (7,620,793)
Financial assets
Long-term borrowings/ (repayments) - Bond (3,250,000) (3,250,000)
Short-term borrowings (paid) - 3,000,000
Long-term borrowings/ (repayments) - Bond (7,034,000) (10,246,000)
Collections / (repayments) revolving loan (20,000,000) (3,500,000)
Collections / (repayments) other financial payables (4,694,153) (5,730,000)
Change in other financial assets (4,598) 150,076
Change in other financial liabilities (8,013,111) (6,212,143)
Purchase of treasury shares (1,666,343) (984,657)
Sale of treasury shares - -
Dividends paid (4,713,413) (944,930)
Cash increases in capital - -
Change in reserve for stock grants 794,385 789,694
Other changes in shareholders equity
(72,158) 898,829
Cash flow from financing activities (3) (48,653,391) (26,029,131)
Cash flow from continuing operations (11,399,974) 9,851,042
Change in cash and cash equivalents (1+2+3) (11,399,974) 9,851,042
Cash and cash equivalents at beginning of period 70,900,191 61,049,148
Cash and cash equivalents at end of period 59,500,216 70,900,191

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FORM AND CONTENT OF THE CONSOLIDATED ANNUAL FINANCIAL REPORT

Introduction
This Financial Report at 31 December 2024 has been 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 before that the
Standing Interpretations Committee (SIC).

Directive 2004/109/EC (the “Transparency Directive”) and Delegated Regulation (EU)
2019/815 introduced a requirement for issuers of securities listed on regulated markets in the
European Union to draw up their annual financial report in XHTML, based on the ESEF
(European Single Electronic Format), approved by ESMA. The Directors' Report and the Notes
to the Financial Statements at 31 December 2024 have been linked to the ESEF taxonomy using
an integrated computer language (iXBRL) for both the consolidated and separate financial
statements of IWB S.p.A.
Financial statement formats
This Financial Report at 31 December 2024 consists of the Statement of consolidated Financial
Position, the Comprehensive Income Statement, the Statement of Changes in Shareholders'
Equity, the Statement of Cash Flows and the Explanatory Notes, and is accompanied by the
Directors' Report on the results of operations.
The format used for the Statement of consolidated Financial Position distinguishes current and
non-current assets and liabilities.
The Group has chosen to present its P&L items in a single Statement of Comprehensive Income,
which includes the result for the year and those items which, according to IFRS, are charged
directly to equity, shown in homogeneous categories. The income statement format adopted
classifies costs by nature.
The Statement of Changes in Shareholders' Equity includes the overall profits or losses for the
period, as well as transactions with the owners of capital and movements in reserves during
the year.
In the Statement of Cash Flows, the financial flows deriving from operations are presented
using the indirect method, whereby the profit or loss for the year is adjusted by the effects of
non-monetary transactions, any deferral or provision of previous or future operating receipts


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or payments, and any elements of revenue or costs connected to the financial flows deriving
from investing or financial activity.


1. Scope of consolidation
The scope of consolidation includes: (i) Italian Wine Brands S.p.A., an Italian company listed on
the EGM which operates in the production and sale of wine, mainly on international markets
through a range of sales channels (wholesale, ho.re.ca, direct sales); (ii) the subsidiaries.
Subsidiaries are all investee companies in which the Group simultaneously has:
- decision-making power, i.e. the ability to direct the investee's key activities, i.e. those that
have a significant influence on the results of the investee;
- a right to variable results (positive or negative) deriving from the investment in the
consolidated entity;
- the ability to use its decision-making power to determine the amount of the results deriving
from the investment in the consolidated entity.
The financial statements of the 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 portions of shareholders' equity and the result attributable to non-
controlling interests are shown separately in the consolidated Statement of Financial Position
and the Statement of Comprehensive Income, respectively.
The entities included in the scope of consolidation and the related percentages of direct or
indirect ownership by the Group are listed below:
Company Country Share capital Parent Company Percentage held Percentage held
Currency Amount directly
IWB S.p.A. Italy EUR 1,124,469 - Holding company
Giordano Vini S.p.A. Italy EUR 500,000 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 USA USD 1,000 IWB S.p.A. 85% 85%
Italian Wine Brands Uk Ltd UK GBP 1 IWB S.p.A. 100% 100%
Provinco Deutschland GmbH* Germany EUR 25,000 IWB Italia S.p.A. 100% -
Raphael Dal Bo AG Switzerland CHF 100,000 IWB Italia S.p.A. 100% -
* in liquidation
The merger 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 unit of Giordano Vini S.p.A. took
effect on 1 January 2024.



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2. Basis of preparation

The Consolidated Annual Financial Report has been drawn up on a going-concern basis with
the Euro as the presentation currency
;
amounts are rounded to the nearest whole number, as
are those mentioned in the notes, unless indicated otherwise.
The basis of preparation adopted in preparing this Consolidated Annual Financial Report is that
of cost, except for derivatives which are measured at fair value.

2.1 Accounting policies
The more important accounting policies used in preparing these consolidated financial
statements are as follows:

Business combinations
Business combinations are accounted for using the purchase method. The cost of an
acquisition is calculated as the sum of the consideration paid, measured at fair value at the
acquisition date, and the amount of any non-controlling interest held in the acquiree. 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 acquiree. Acquisition costs are expensed and classified as
administrative expenses.
The identifiable assets and liabilities acquired are recognised at their 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 measured
according to the relevant accounting 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 and liabilities acquired at the acquisition date. If the value of
the net assets and liabilities acquired at the acquisition date exceeds the sum of the
consideration paid, 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 recognised in profit or loss as income from the transaction.





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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 recognised 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 paid in the
business combination for the purpose of determining goodwill. Any subsequent changes in
this fair value, which qualify as adjustments arising during the measurement period, are
included retrospectively 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, but which were obtained during the
measurement period (which cannot exceed one year from the business combination).
In the case of business combinations achieved in stages, the 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 recognised in the income statement. Any amounts deriving from the investment
previously held and recognised in Other comprehensive income are restated in profit or loss
as if the investment had been sold.
If the initial amounts of a business combination are incomplete at the reporting date of the
period 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 recognised 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 the related effects must be recognised in shareholders' equity: there will be no
adjustments to goodwill and no gains or losses recognised in the income statement.
Ancillary charges relating to business combinations are recognised in profit or loss in the period
in which they are incurred.



Intangible assets with an indefinite useful life
Goodwill
Goodwill is recognised as an asset with an indefinite useful life and is not amortised, but tested
for impairment once a year, or more frequently if there are signs that specific events or
changed circumstances may have caused an impairment loss. Impairment losses are
recognized immediately in the income statement and are not subsequently reversed. After
initial recognition, goodwill is measured net of any accumulated impairment losses.





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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
are expected to benefit from the synergies of the combination, regardless of whether other
assets or liabilities of the acquiree are allocated 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 impairment loss is identified by comparing the carrying amount of the cash-generating
unit with its recoverable amount. In the event that the recoverable value of the cash-
generating unit is lower than the carrying amount attributed to it, the impairment loss is
recognized. This loss in value is not reversed if the reasons that generated it no longer apply.
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 is included in the carrying
amount of the asset when determining the gain or loss on disposal. Goodwill associated with
the discontinued operation is determined on the basis of the relative values of the
discontinued operation and the retained portion of the cash-generating unit.

Trademark
Effective 1 January 2014, the Directors of Giordano Vini S.p.A., with the support of an
independent expert, assigned an indefinite useful life to the trademark acquired as part of a
business combination. 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 a finite useful life
Intangible assets with a finite useful life are measured at purchase or production cost less
accumulated amortization and impairment losses. Amortization is measured over the
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 accounted for prospectively.
Whenever appropriate, intangible assets with a finite useful life are subjected to impairment
testing.
Other intangible assets
Other intangible assets are only recognized in the statement of financial position if it is
probable that using the asset will generate future economic benefits and if the cost of the asset





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can be measured reliably. Once these conditions are met, intangible assets are recorded at
cost, which is equal to the price paid plus any ancillary costs.
The gross carrying amount of other intangible assets with a finite useful life is systematically
split over the years in which they are used, by charging amortization on a straight-line basis in
relation to their estimated useful life. Amortization begins when the asset is available for use
and for the first year is charged in proportion to the period of actual use. The amortization
rates used are based on the useful life of the assets concerned.
The useful lives used in preparing this Consolidated Annual Financial Report are as follows.
CATEGORY USEFUL LIFE
Concessions, licences, trademarks and similar rights 10 years
Industrial patents and intellectual property rights 3 years
Management accounting upgrade project 3 years
Software and other intangible assets 3-4 years



Right-of-use assets
Leases are accounted for as rights to use non-current assets with a corresponding financial
liability. Each lease instalment is broken down into its component parts: a financial charge,
recognized in the income statement over the duration of the contract, and the principal
payment, recognized as a reduction of the financial liability. The right of use is amortized each
month on a straight-line basis over the useful life of the asset or the duration of the contract,
whichever is the shorter. Rights of use and financial liabilities are initially measured at the
present value of future payments discounted using the incremental borrowing rate.

Land, buildings, plant and machinery
Tangible assets are made up of:
• industrial land and buildings;
• plant and machinery;
• industrial and commercial equipment;
• other assets.
These are recognized at purchase or production cost, including directly attributable ancillary
costs needed to put the asset into operation for its intended use.
The cost is reduced by depreciation, with the exception of land which is not depreciated as it
has an indefinite useful life, and by any impairment losses.




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Depreciation is calculated on a straight-line basis using percentages that reflect the economic
and technical wear and tear of the asset, starting from the moment that the asset is available
for use.
Significant parts of tangible assets that have different useful lives are accounted for separately
and depreciated over their useful lives.
Useful lives and residual values are reviewed annually at the time the financial statements are
being prepared. The useful lives used in preparing this Consolidated Annual Financial Report
are as follows.
CATEGORY USEFUL LIFE
Land Indefinite
Buildings 18-50 years
Plant and machinery:
- Internal means of transport 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 15-8 years
- Goods on loan for use 4-8 years

Costs for ordinary maintenance and repairs are charged directly to the income statement in
the period that they are incurred.
Gains and losses arising from the sale or disposal of tangible assets are determined as the
difference between the sales proceeds and the net carrying amount of the asset and are
charged to the income statement of that year.
Improvements to third-party assets that have the characteristics of fixed assets are capitalised
in the category of the asset to which they refer and depreciated according to their useful life
or, if shorter, over the duration of the lease contract.
Borrowing costs incurred in connection with investments in assets for which a period of time
normally elapses to make the asset ready for use or sale ("qualifying assets" according to IAS
23 – Borrowing Costs) are capitalised and depreciated over the useful life of the category of
assets to which they refer.
All other financial charges are written off in the period when they are incurred.





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Impairment of assets
At least once a year, a review is carried out to determine whether the assets and/or cash-
generating units (CGUs) to which the assets are allocated have suffered an impairment loss. If
such evidence exists, the recoverable amount of the assets/CGU is estimated. Goodwill and
other intangible assets with indefinite useful lives are tested for impairment once a year, or
more frequently if there are signs that an asset may be impaired.
The recoverable amount is the greater of its fair value less selling costs and its value in use.
Value in use is calculated by discounting the expected future cash flows from using the asset,
before taxes, applying a discount rate that reflects current market variations in the time value
of money and the risks inherent in the business activity.
When it is not possible to estimate the recoverable amount of a single asset, the recoverable
amount of the CGU to which the asset belongs is estimated.
In the event that the recoverable amount of an asset (or CGU unit) is lower than the carrying
amount, the latter is reduced to the recoverable amount and the loss is charged to the income
statement. Subsequently, if a loss on assets other than goodwill ceases or decreases, the
carrying amount of the asset (or CGU) is increased to the new estimated recoverable amount
(which in any case cannot exceed the net carrying amount that the asset would have had if the
write-down for impairment had never been made). This write-back is recorded immediately in
the income statement.


Equity investments
Investments in subsidiaries not included in the scope of consolidation are shown at cost,
adjusted for impairment. Any positive difference emerging from the purchase between the
cost and the share of net equity in the investee company at replacement cost is therefore
included in the carrying amount of the investment. If there is evidence that such investments
have suffered impairment, the loss is recognized in the income statement as a write-down. If
the potential share of the investee's losses exceeds the carrying amount of the investment,
and the entity is required to cover them, the value of the investment is written off and the
share of the additional losses is recognized as a provision under liabilities. If, subsequently, the
impairment no longer exists or decreases in amount, a write-up is recorded in the income
statement up to a maximum of the original cost.
All companies over which the Group is able to exercise significant influence as defined by IAS
28 – Investments in Associates and Joint Ventures are considered associated companies. 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





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particular legal ties, such as participation in shareholders' agreements together with other
ways of exercising governance rights to a significant extent.

Joint arrangements are agreements whereby two or more parties have joint control on the
basis of a contract. Joint control involves sharing control of a business activity according to an
agreement; control only exists when decisions relating to the activity require the unanimous
consent of all of the parties sharing control. Such agreements may give rise to joint ventures
or joint operations.
A joint venture is a joint arrangement involving the control of an entity under which the parties
that have joint control have rights to the net assets of the entity. Joint ventures are different
from joint operations. The latter are agreements that give the parties to the agreement, who
have joint control of the initiative, rights to the individual assets and obligations for the
individual liabilities governed by the agreement. In the case of joint operations, the assets and
liabilities, costs and revenues governed by the agreement have to be recognized in accordance
with the relevant accounting standards. The Group does not have any joint operations.



Financial instruments
Financial instruments are shown in the following balance sheet items. Equity investments and
other non-current financial assets include (i) investments in subsidiaries, and (ii) Other non-
current financial assets. Current financial assets include (a) trade receivables and (b) cash and
cash equivalents. Cash and cash equivalents include bank deposits. Financial liabilities refer to
financial payables, including advances on orders, assignment of receivables and other financial
liabilities (which include the positive or negative fair value of derivatives).
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 purposes,
assets held with the intent to hold them to maturity are valued at amortized cost, using the
effective interest method. When financial assets do not have a fixed maturity, they are valued
at cost. Valuations are carried out regularly to see whether there is objective evidence that a
financial asset has suffered impairment. If there is objective evidence, the loss has to be
recognized as an expense in the income statement for the period. With the exception of
derivatives, financial liabilities are stated at amortized cost using the effective interest method.





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Trade receivables/payables and other payables
Trade receivables are initially recognized at amortised cost which coincides with the face value
adjusted to bring it into line with the estimated realisable value by booking a provision for bad
and doubtful accounts. The size of this provision has to reflect the risks relating to specific
receivables, as well as the general risk of non-collection that applies to the mass of receivables;
this is estimated prudentially on the basis of past experience and the degree of financial
equilibrium of debtors in general, to the extent that this is known.
Trade and other payables are recorded at their face value, which is likely to be the amount at
which they will be settled. Receivables and payables in foreign currencies are aligned to the
exchange rates ruling at the end of the period and any translation gains or losses are charged
to the income statement.
Receivables that are assigned as part of factoring transactions are eliminated from the assets
side of the balance sheet if the risks and benefits of ownership have been substantially
transferred to the assignee, making it a non-recourse assignment. The portion of the
assignment costs that is certain in terms of amount is recorded under financial liabilities.
Proceeds received on behalf of the factoring company and not yet transferred, generated by
contractual conditions that provide for a periodic and predetermined transfer, are classified
under financial liabilities.


Cash and cash equivalents
Cash and cash equivalents include cash in hand, bank current accounts, postal current
accounts, deposits repayable on demand and other highly liquid short-term financial
investments that are readily convertible into cash and highly unlikely to change in value.

Financial payables
Financial liabilities include financial payables, including the deferred portions of non-recourse
assignments, as well as other financial liabilities.
Financial liabilities, other than derivatives, which are recorded at fair value, are initially
recorded at market value (fair value) less transaction costs; they are subsequently measured
at amortized cost, i.e. at the initial amount, net of repayments of principal already made,
adjusted (upwards or downwards) based on the amortization (using the effective interest
method) of any differences between the initial amount and the amount on maturity.





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Inventory
Inventory is shown at the lower of purchase or production cost and realisable value, which is
the amount 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 the prices paid
to suppliers plus any ancillary costs incurred up to when the goods arrive in the warehouse,
net of discounts and rebates. Production costs include both direct costs of materials and
labour, as well as reasonably attributable indirect production costs. Normal plant capacity is
taken into account when allocating production overheads to products.
Against the value of inventory calculated in this way, provisions are made to take into account
any stocks that are considered obsolete or slow-moving.
Inventory also includes the production cost of expected returns in future periods relating to
deliveries that have already been made, estimated on the basis of the sales value less the
average profit margin applied.


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


Employee benefits
Premiums paid under defined contribution plans are recognized in the income statement for
the portion accrued during the period.
Until 31 December 2006, the provision for severance indemnities (TFR) was considered a
defined benefit plan. The rules governing severance indemnities were changed by Law no. 296
of 27 December 2006 (the 2007 Budget Law) and subsequent decrees and regulations issued
in early 2007. In light of these changes, and in particular with reference to companies with at




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least 50 employees, TFR is now to be considered a defined benefit plan exclusively for the
portions accrued before 1 January 2007 (and not yet paid at the balance sheet date), whereas
for the portions accrued after that date it is considered more like a defined contribution plan.
Defined benefit pension plans, which include the severance indemnities due to employees
under art. 2120 of the Italian Civil Code, are based on the working life of 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 in the financial statements requires an actuarial
estimate of the benefits accrued by employees in exchange for the work performed in the
current and prior periods, discounting the benefits to determine the present value of the
entity's commitments. Determining the present value of such commitments is carried out by
an independent actuary using the Projected Unit Credit Method. This method considers each
period of service by workers at the company as an additional unit of entitlement: the actuarial
liability must therefore be quantified only on the basis of the seniority accrued at the valuation
date; the total liability is normally re-proportioned on the basis of the ratio between the years
of service accrued at the valuation date and the overall seniority achieved at the time the
benefit is expected to be liquidated. This method also envisages taking into consideration
future pay increases for whatever reason (inflation, promotion, contract renewals, etc.), up to
the termination of employment.
The cost for defined benefit plans accrued during the year and recorded in the income
statement as part of personnel expenses is equal to the sum of the average present value of
the rights accrued by the workers present for the work performed during the financial year,
and the annual interest accrued on the present value of the entity's commitments at the
beginning of the year, calculated using the discount rate of future disbursements used to
estimate the liability at the end of the previous period. The annual discount rate used for the
calculations is assumed to be equal to the period-end market rate for zero coupon bonds with
a maturity equal to the average residual duration of the liability.
The actuarial gains and losses resulting from changes in estimates is charged to the income
statement.
Please note that the TFR valuation according to IAS 19 concerned IWB S.p.A., Giordano Vini
S.p.A. and IWB Italia S.p.A., whose financial statements and reporting packages are drawn up
according to IAS/IFRS.




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Salary benefits in the form of equity participation
The Group also rewards its top management through incentive plans that involve stock grants.
In this case, the theoretical benefit to the persons concerned is charged to the income
statement in the reference periods of the plan with a contra-entry to an equity reserve for the
stock grant and to payables to employees and/or directors for the portion to be paid in cash.
This benefit is quantified by measuring at the assignment date the fair value of the instrument
assigned through financial valuation techniques, including any market conditions in the
valuation 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, the fulfilment of which will probably require an outlay of resources, the amount of
which can be reliably estimated. If the expected outlay of resources goes beyond the next
financial year, the obligation is recorded at the present value determined by discounting the
expected future flows 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 current
best estimate; any changes in estimate are reflected in the income statement for the period in
which the change took place.
Risks for which the occurrence of a liability is only possible are mentioned in the notes without
making any provision.

Revenue from sales
Revenue is recognized to the extent that it is probable that economic benefits will flow to the
entity and the amount can be measured reliably. Revenue is recognized net of discounts,
rebates and returns.
The revenue related to distance selling division is recognized when the carrier delivers the
goods to the customer. Sales of wine, food products and gadgets are recognized as a single
item of revenue.
For commercial reasons, the distance selling division accepts returns from customers
according to the terms laid down in the conditions of sale. Accordingly, the amounts invoiced
at the time of shipment of the goods are adjusted by the amounts which, based on historical
experience, it can reasonably be expected that not all the significant risks and benefits of




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ownership of the goods have been transferred at the reporting date. The returns calculated in
this way are recorded in the income statement as a reduction of revenue.


Financial income
Interest income is recorded in the income statement on an accruals basis according to the
effective rate of return method. The interest refers mainly to bank accounts.


Public grants
Public grants are recorded when there is reasonable certainty that they will be received (this
moment coincides with the formal resolution of the public bodies providing the grants) and all
of the requirements laid down in the conditions for obtaining them have been met.
Revenue from public grants is recorded in the income statement based on the costs incurred
for which they were granted.

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

Cost recognition
Selling and marketing expenses are recognized in the income statement when they are
incurred or the service is rendered.
Costs for promotional campaigns, mailings or other means of communication are expensed at
the time the material is shipped.
Non-capitalisable research and development costs, consisting exclusively of personnel costs,
are expensed in the period when they are incurred.


Financial expenses
Interest expense is recorded in accordance with the accruals principle, based on the amount
financed and the effective interest rate applied.





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Taxes
Taxes for the year represent the sum of current and deferred taxes.
Current taxes are based on the taxable income for the year. Taxable income differs from the
result shown in the income statement because it excludes positive and negative components
that will be taxable or deductible in other periods and excludes items that will never be taxable
or deductible. The current tax liability is calculated using the tax rates in force or effectively in
force at the reporting date; or, if known, those that will be in force at the time the asset is
realised or the liability is settled.
Deferred tax assets and liabilities are taxes expected to be paid or recovered on temporary
differences between the carrying amount of assets and liabilities in the balance sheet and the
corresponding tax base used in calculating taxable income, accounted for using the global
liability method. Deferred tax liabilities are generally recognized for all taxable temporary
differences, whereas deferred tax assets are recognized to the extent that it is probable that
there will be sufficient taxable income in the future to absorb the deductible temporary
differences. Such assets and liabilities are not recognized if the temporary differences arise
from goodwill or from the initial recognition (other than in business combinations) of other
assets or liabilities in transactions that affected neither the accounting result nor the taxable
profit or loss. The tax benefit arising from the carry-forward of tax losses is recognized when
and to the extent that there will probably be sufficient taxable income in the future to offset
such losses.
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 be available to allow
all or part of the assets to be recovered.
Deferred taxes are calculated on the basis of the tax rate that is expected to apply when the
asset is realised or the liability is settled.
Deferred taxes are charged directly to the income statement, except for those relating to items
recognised 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 measurement category includes equity instruments for which the Group - at the time of
initial recognition or at the transition - exercised the irrevocable option to present gains and
losses arising from changes in fair value in equity (FVOCI).
• They are classified under non-current assets in “Other financial assets at fair value
through other comprehensive income”.



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• They are initially recognized at fair value, including transaction costs directly
attributable to the purchase.
• They are subsequently measured at fair value, and the gains and losses arising from
changes in fair value are recognized in a specific equity reserve. This reserve will not
be transferred to the income statement. In the event of a sale of the financial asset,
the amount suspended in equity is reclassified to retained earnings.
Dividends arising from such financial assets are recognized in the income statement when the
right to receive them arises.
Financial assets measured at fair value through profit or loss (FVPL)
This valuation category includes:
i. equity instruments for which the Group - at the time of initial recognition or at the
transition - did not exercise the irrevocable option to present gains and losses arising
from changes in fair value in equity. They are classified under non-current assets in
“Other financial assets at fair value through profit or loss";
ii. debt instruments for which the Group's business model for managing assets involves
the sale of the instruments and the cash flows associated with the financing activity
represent the payment of outstanding principal. They are classified under current
assets in “Other financial assets at fair value through profit or loss";
iii. derivatives, except those designated as hedging instruments, classified as
“derivatives”.
They are initially recognized at fair value. Transaction costs directly attributable to the
purchase are recognized in the income statement. They are subsequently measured at fair
value and the gains and losses arising from changes in fair value are recognized in the income
statement.


Derivatives designated as hedging instruments
In accordance with IFRS 9, derivatives are only accounted for using hedge accounting methods
when:
• the items being hedged and the hedging instruments meet the eligibility requirements;
• at the start of the hedging relationship there is a formal designation and documentation
of the hedging relationship, the Group's risk management objectives and strategy in
undertaking the hedging;
• the hedging relationship meets all of the following effectiveness requirements:





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- there is an economic relationship between the item being hedged and the hedging
instrument;
- the effect of credit risk is not dominant compared with the variations associated with
the risk being hedged;
- the hedge ratio defined in the hedging relationship is respected, also by rebalancing,
and is consistent with the risk management strategy adopted by the Group.
Such derivatives are measured at fair value.
Depending on the type of hedge, the following accounting treatments apply:
• Fair value hedge – if a derivative is designated as a fair value hedge, i.e. as a hedge against
changes in the fair value of an asset or liability attributable to a particular risk, the gain or loss
arising from subsequent changes in fair value of the hedging instrument is recognized in profit
or loss. The gain or loss on the hedged item, to the extent attributable to the hedged risk,
changes the carrying amount of the asset or liability ("basis adjustment") and is also recognized
in profit or loss
• Cash flow hedge - if a derivative is designated as a cash flow hedge, i.e. as a hedge against
the variability of cash flows of an asset or liability recorded in the balance sheet or of a highly
probable future transaction, the effective portion of the change in fair value of the 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 period when the hedged item has an impact on the income
statement.
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 deferred in equity are included in the
initial amount of the non-financial asset or liability.


Estimating fair value
The fair value of financial instruments listed on an active market is based on their market prices
at the reporting date. The market price for financial assets held is the current selling price
(purchase price for financial liabilities). The fair value of financial instruments that are not
traded on an active market is determined through various valuation techniques and
assumptions based on market conditions existing at the reporting date. For medium and long-
term liabilities, the prices of similar listed financial instruments are compared, while for other
categories of financial instruments, the cash flows are discounted.
The fair value of interest rate swaps (IRS) is determined by discounting their estimated cash
flows at the reporting date. For loans and other financial receivables, it is assumed that the




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face value, net of any adjustments made to take into account the risk that they may not be
recovered, approximates the fair value. The fair value of financial liabilities for disclosure
purposes is determined by discounting the contractual cash flows at an interest rate that
approximates the market rate at which the entity finances itself.
Measuring fair value
As regards financial instruments measured at fair value, the classification of these instruments
is reported below on the basis of the hierarchy provided for in IFRS 13, which reflects the
significance of the inputs used in determining fair value. The fair value hierarchy consists of
the following levels:
Level 1 – unadjusted quotes from an active market for the assets or liabilities being measured;
Level 2 – inputs other than the quoted prices referred to in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e. being
derived from prices);
Level 3 – inputs that are not based on observable market data.
Amounts in €000 31.12.2024 Level 1 Level 2 Level 3
Financial assets
Derivatives 12 12
Amounts in €000 31.12.2023 Level 1 Level 2 Level 3
Financial assets
Derivatives 43 43
At 31 December 2024, an IRS-OTC derivative contract is recorded in the financial statements
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 Crédit Agricole based on the residual amount of
the underlying loan in each period; the Mark To Model value of the derivative is positive for
Euro 12.0 thousand. (see Note 18).
The Group believes that the carrying amount of the following financial assets and financial
liabilities is a reasonable approximation of their fair value:
- Trade receivables
- Trade payables




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- Cash and cash equivalents
Amounts in €000 31.12.2024 31.12.2023
Carrying Fair Value Carrying Fair Value
amount amount
Financial assets
Financial receivables 529 529 524 524
Financial liabilities
Financial payables 135,980 135,980 172,142 172,142

2.2 Accounting judgements and estimates
Preparing the Consolidated Annual Financial Report and the notes in application of IFRS
requires management to make estimates and assumptions that have an effect on the
quantification of revenue, costs, assets and liabilities recorded in the financial statements and
on the disclosure of contingent assets and liabilities at the reporting date. The estimates and
assumptions used are based on experience, other factors considered relevant and the
information available at the time. The actual results may therefore differ from these estimates.
Estimates and assumptions can 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 is revised. The main estimates, for which the
use of subjective assessments by management is most frequent, are typically used in:
• determining the amounts to be allocated to the provisions for bad and doubtful
accounts of the Direct Sales Division (Wholesale and Ho.re.ca sales are insured) and
any other asset write-downs;
• acquisitions of companies and the related determination of fair values;
• in making provisions for risks, in particular, the assessments involve determining the
degree of probability that the conditions that could lead to a financial outlay will occur,
as well as quantifying the amount concerned;
• calculation of taxes and deferred tax assets, recognition of which depends on the
Group's taxation prospects resulting from the expected profitability forecast in its
business plans and the tax consolidation;
• definition of the useful life of fixed assets and the related depreciation;
• verification of the ability of tangible and intangible assets, equity investments and
goodwill to maintain their value. As regards the estimate of value in use, this
verification is based on financial plans that have been drawn up on a set of
assumptions and hypotheses of future events that will not necessarily occur. Choosing
a discount rate is also based on assumptions.
• defined benefit pension plan – actuarial assumptions;




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• Determining the lease term for certain lease agreements in which the Group is a
lessee, even if the Company is reasonably certain to exercise the options reserved for
lessees; the interest rate for rent.
As of the date of the Consolidated Annual Financial Report, no further impacts are expected
other than those shown in the income statement, statement of financial position and
statement of cash flows, except for those arising from the revaluation of the useful life of fixed
assets as detailed in Note 7.





3. Risks
The Group is mainly exposed to risks from exchange rate and interest rate fluctuations, credit
risk and liquidity risk.

Risks arising from changes in exchange rates
The Group is subject to market risk from exchange rate fluctuations, as it operates in an
international context, with transactions conducted in different currencies while maintaining a
very significant prevalence of sales in euro. Risk exposure derives primarily from intercompany
transactions between IWB Italia S.p.A. and Enovation Brands Inc.

Risks arising from changes in interest rates
Even though most of the Group's debt is fixed interest, it is still exposed to the risk of interest
rate fluctuations. The evolution of interest rates is constantly monitored by the Company and,
depending on how they evolve, hedging of the interest rate risk may be considered. With the
exception of an IRS-OTC on a low-value loan, the Group is not currently involved in hedging
transactions, given the insignificant impact of changes in interest rates on the income
statements.
Derivatives for which it is not possible to identify an active market are recorded at fair value
and included in financial assets and liabilities and other assets and liabilities. The fair value was
determined using valuation techniques based on market data, i.e. using specific pricing models
that are recognized by the market.

Credit risk
Credit risk represents the exposure of Group companies to potential losses arising from the
failure of counterparties to fulfil their obligations.
The receivables with exposure are mainly the amounts due from end-consumers for which the
risk of non-collection is moderate and, in any case, individually of small amounts. Group
Companies are equipped with preventive control tools to check the solvency of each individual



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customer, as well as credit monitoring and reminder tools through analysis of collection flows,
payment delays and other statistical parameters.
The amounts due from the large-scale retail trade and the Ho.Re.Ca channel are insured;
advance payment is required for shipments to high-risk countries.

Liquidity risk
The Group finances its activities both through cash flows generated by operations and through
the use of external sources of finance. It is therefore exposed to liquidity risk, represented by
the fact that financial resources may not sufficient to meet financial and commercial
obligations within the pre-established terms and deadlines. The Group's cash flows, financing
requirements and liquidity are kept under control by considering the maturity of financial
assets (trade receivables and other financial assets) and the expected cash flows from the
related transactions. The Group has both secured and unsecured lines of credit, consisting of
revocable short-term lines in the form of hot loans, overdrafts and endorsement credit.

Risk of default and covenant on the debt
The risk in question concerns the presence in loan contracts of provisions that allow
counterparties to ask the debtor for immediate repayment of the amounts lent on the
occurrence of certain events, consequently generating liquidity risk.
Operational and management risks
IWB (i) is not an energy-intensive Group and (ii) it is an asset-light Group, meaning that it does
not own any land, so its production and revenue are not strictly linked to the harvesting from
a specific territory.
The strategic value of the Group is the ability of its winemakers 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 with high commercial and marketing value.
In a long-term extreme scenario that is not currently conceivable, if global warming, fires or a
period of drought were to affect production or the harvest in Italy, IWB could consider
producing and selling bulk wine purchased outside of Italy, by “broadening” its business name
and scope of application. Furthermore, in the event of different conditions being applied by
suppliers, IWB could review its agreements with customers, as it did in 2022 when the lack of
dry material and inflation affected production costs. Any negative effects from climate change
would therefore be temporary.
Harvest risk is monitored through constant contact with suppliers and wine-making
associations
The investment in the photovoltaic system is part of the sustainability path that IWB has
undertaken on a voluntary basis by obtaining the Viva certification for its subsidiary IWB Italia


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and is contributing to reducing energy costs and the risk of any unexpected fluctuations in the
cost of electricity.
For the above reasons, climate change risk is not included in the impairment assessments.

4. Accounting policies
4.1 Accounting standards and interpretations endorsed effective from 1 January 2024
Accounting standards and interpretations effective from 1 January 2024:
• Amendments to IAS 1 - Presentation of Financial Statements - Classification of
Liabilities as Current or Non-Current
The amendments clarify the criteria that have to be applied for the classification of
liabilities as current or non-current. They specify that classification of a liability is not
affected by the probability that settlement of the liability will be postponed for twelve
months after the reporting period. The Group's intention to liquidate the liability in the
short term has no impact on the classification.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 1 - Presentation of Financial Statements – Non-Current Liabilities
with covenants
These amendments specify that covenants to be met after the reporting date do not affect
the classification of debt as current or non-current at the reporting date. Instead, the
amendments require the company to provide information about such covenants in the
notes to the financial statements.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
These amendments clarify 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 lease
contract, the seller-lessee determines the "lease payments" and the "revised lease
payments" in such a way as not to recognize gains or losses that relate to the right of use
that it retains.


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These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 7– Statement of Cash Flows and IFRS 7 – Financial Instruments:
Disclosures – Supplier Finance Arrangements
These amendments introduce new disclosure requirements to improve the transparency
of information provided in relation to supplier financing arrangements, in particular with
regard to the effects of such arrangements on the entity's liabilities, cash flows and
liquidity risk exposure.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 12– Income Tax: International Tax Reform – Pillar Two Model
Rules
These amendments provide a temporary exemption from the accounting for deferred
taxes arising from the application of the new European tax rules (the so-called “GloBE
rules”) for implementation of the Global Minimum Tax introduced by the Organisation for
Economic Co-operation and Development (OECD). The OECD published the Pillar Two
Model Rules in December 2021 to ensure that large multinational corporations are subject
to a minimum tax rate of 15%. In addition to the above exemption, the amendments
provide for the publication of disclosures aimed at helping investors better understand the
impact on income taxes resulting from the reform.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
4.2 International accounting standards and/or interpretations issued but not yet effective
and/or not endorsed
As required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, the
new standards or interpretations already issued, but not yet effective or not yet endorsed by
the European Union at 31 December 2024 and therefore not applicable, and the foreseeable
impacts on the consolidated financial statements are indicated below.
None of these standards and interpretations have been adopted early by the Group.
• Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: lack of
exchangeability
These changes clarify when a currency is exchangeable for another currency and, hence,
when it is not. When one currency is not exchangeable for another, these changes define


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how the exchange rate to be applied is determined. The amendments also clarify the
information that must be provided when a currency is not exchangeable.
These changes, which became effective on 1 January 2025, were endorsed by the
European Union on 14 November 2024. The impacts of these changes on the Group's
consolidated financial statements are currently being analysed.
• IFRS 18 Presentation and Disclosure in Financial Statements
The new standard introduces three sets of new requirements to improve reporting of
companies' financial performance and provide investors with a better basis for analysing
and comparing companies: better comparability in the income statement, greater
transparency of performance measures defined by management and more useful grouping
of information in the financial statements. IFRS 18 replaces IAS 1 Presentation of Financial
Statements, was issued on 9 April 2024 and will be effective for annual periods beginning
on or after 1 January 2027, but companies will be able to apply it earlier. Further
investigations are underway into any impacts on financial reporting.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
The new standard is dedicated to subsidiaries of entities that prepare consolidated
financial statements in accordance with IFRS; according to certain requirements, such
entities, in their own financial statements, will be able to provide a lower level of disclosure
that is more suited to the needs of the users of their financial statements. IFRS 19
Subsidiaries without Public Accountability: Disclosure was issued on 9 May 2024, will be
effective for annual periods beginning on or after 1 January 2027 and has not yet been
endorsed. No impacts on the consolidated financial statements of the Group are expected
from adoption of this standard.
• Amendments to IFRS 9 and IFRS 7 - amendments to the classification and measurement
of financial instruments
The proposed amendments relate to:
- settlement of financial liabilities using an electronic payment system;
- assessment of the characteristics of the contractual cash flows of financial assets,
including those with environmental, social and governance (ESG) characteristics.
The document also proposes changes or additions to the disclosure requirements for:
- investments in equity instruments designated at fair value through other
comprehensive income;


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- financial instruments with contractual terms that could change the timing or amount
of contractual cash flows based on the occurrence (or non-occurrence) of a contingent
event.
The amendments to IFRS 9 and IFRS 7 were issued on 30 May 2024 and have not yet been
endorsed.

Segment Reporting
An operating segment is a component of an entity:
(a) that undertakes business activities generating revenue and costs (including revenue and
costs relating to transactions with other components of the same entity);
(b) whose operating results are reviewed periodically by the entity's chief operating decision
maker for the purpose of making decisions about the resources to be allocated to the segment
and evaluating its performance; 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 which is regularly assessed by the Chief Operating Decision Maker (CODM) to
make decisions about the resources to allocate to the segment and to evaluate its
performance;
(ii) in general, information should be presented on the same basis used internally to assess the
performance of operating segments and to decide how to allocate resources to them.
Until 31 December 2023, the Group has prepared periodic information relating to the
economic and financial situation of the companies and an analysis of net revenue by
geographical area and distribution channel which are submitted to the CODM, who uses them
to allocate resources and evaluate the performance of the Group as a whole.
Paragraph 11 of IFRS 8 defines the reportable segment and, in particular, requires an entity to
provide separate information on each operating segment that:
- has been identified in accordance with paragraphs 5-10 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.


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In light of the reorganisation of the Group, effective from 1 January 2024 as described in detail
in paragraph 1.2 page 13, it is possible to conclude that from 1 January 2024 the Group has
two segments subject to disclosure under IFRS 8. In any case, it should be noted that:
- the income statement information required by paragraph 32 of IFRS 8 relating to
products and services is already included in the consolidated income statement
because the Company sells wine and having to prepare more detailed information
would be excessively burdensome;
- the information required by paragraph 33a is provided in the Report on page 29 and
in the Notes in note 24;
- the investment information required by paragraph 33b of IFRS 8 is shown below:
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Italy 278,423 291,655 293,239
USA 17,629 17,741 17,917
Switzerland 12,869 12,876 12,883
Total non-current assets * 308,921 322,271 324,039
* The total does not include:
- Non-current financial assets
- Deferred tax assets
Starting from the Report at 30 June 2024, given the reorganisation that has taken place, the
Group has prepared its segment reporting by identifying the following as significant segments:
a) B2B, i.e. the economic and financial results relating to the Wholesale and Ho.Re.Ca
channels;
b) B2C, or the economic and financial results relating to the Distance Selling channel
(which includes revenues and activities relating to Direct Mailing, Teleselling and the
Web).


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Segment Reporting
INCOME STATEMENT
HOLDING B2B B2C Eliminations Consolidation
Amounts in €000
Wholesales 298,551 (14,185) 284,366
Ho.re.ca. 59,344 59,344
Distance selling 59,861 (1,737) 58,124
Others 2,348 370 (2,615) 103
Revenue from sales 2,348 357,895 60,232 (18,537) 401,937
Change in inventories - (11,545) (2,388) - (13,933)
Other income 240 2,376 1,087 (441) 3,261
Total revenue 2,587 348,725 58,931 (18,978) 391,265
Purchase costs - (237,853) (26,503) 16,023 (248,332)
Costs for services (2,114) (38,364) (28,136) 2,956 (65,657)
Personnel costs (1,041) (21,399) (2,995) - (25,435)
Other operating costs (165) (1,197) (96) 0 (1,458)
Operating costs (3,319) (298,813) (57,729) 18,978 (340,883)
Adjusted EBITDA (732) 49,912 1,202 - 50,382
Depreciation and amortization (150) (5,357) (4,461) - (9,968)
Provision for risks - - - - -
Write-ups / (Write-downs) - (93) (764) - (857)
Adjusted operating result (882) 44,462 (4,024) - 39,557
Non-recurring items (1,654) (1,137) (971) (3,762)
Operating profit/(loss) (2,536) 43,325 (4,994) - 35,795
Financial income 1,917
Borrowing costs (6,868)
Net financial income/(expenses) (4,951)
EBT 30,844
Taxes (8,237)
(Loss) Profit from discontinued operations -
Profit (loss) (A) 22,607
Attributable to:
Non-controlling interests (271)
Group profit (loss) 22,336
At income statement level, the allocation of costs and revenue by segment is carried out as far
as the calculation of EBIT, as financial and treasury management is centralised and the Italian
companies form part of a tax consolidation agreement.
For the same reasons, financial items and equity are not assigned to the segments.


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Segment Reporting
STATEMENT OF FINANCIAL POSITION
HOLDING B2B B2C Eliminations Consolidation
Amounts in €000
Non-current assets
Intangible assets 102 23,650 6,132 8,586 38,469
Goodwill - 44,166 - 171,803 215,969
Land, property, plant and equipment 61 39,978 817 - 40,856
Right-of-use assets 497 7,725 5,177 - 13,399
Equity investments 291,258 13,828 1 (305,082) 5
Other non-current assets 19 202 2 - 222
Non-current financial assets - - - - -
Deferred tax assets 217 571 890 8 1,686
Total non-current assets 310,607
Current assets
Inventory - 58,435 6,829 - 65,264
Trade receivables 1,274 47,600 6,112 (4,373) 50,613
Other current assets 7,798 2,356 2,583 (10,106) 2,631
Current tax assets - 689 32 - 721
Current financial assets 529
Cash and cash equivalents 59,500
Total current assets 179,258
Non-current assets held for sale - 9,740 - - 9,740
Total assets 499,605
Shareholders’ equity
Share capital 1,124
Reserves 155,125
Reserve for defined benefit plans 31
Reserve for stock grants 794
Profit (loss) carried forward 47,061
Net profit (loss) for the period 22,336
Total shareholders’ equity of parent company shareholders 226,472
Non-controlling interests 63
Total shareholders’ equity 226,534
Non-current liabilities
Financial payables 133,530
Lease liabilities 410 5,254 4,385 - 10,049
Provision for other employee benefits 86 1,269 194 - 1,548
Provisions for future risks and charges - 166 - - 166
Deferred tax liabilities - 6,984 - 2,395 9,380
Other non-current liabilities - - - - -
Total non-current liabilities 154,672
Current liabilities
Financial payables 2,450
Lease liabilities 90 2,033 1,193 - 3,317
Trade payables 356 82,668 15,975 (4,301) 94,698
Other current liabilities 3,957 15,329 985 (10,178) 10,093
Current tax liabilities 4,330 2,256 1,254 - 7,841
Provisions for future risks and charges - - - - -
Total current liabilities 118,399
Liabilities directly related to assets held for sale - - - - -
Total shareholders’ equity and liabilities 499,605


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Notes
First of all, it should be noted that the Group protects its assets and activities through insurance
policies that cover:
- receivables: B2B sales are only made up to the line of credit granted for insurance
purposes (or against non-recourse assignments, advance payments or letters of
credit);
- tangible assets through a property or all risks policy that covers buildings, machinery,
equipment, furnishings and inventory;
- potential liabilities through a third-party liability policy);
- as well as Directors and Officers (D&O) and Employment Practices Liability Insurance
(EPLI) cover in line with the Group's structure.



5. Intangible assets
Intangible assets refer almost entirely to the brands owned by the Group. The changes are
shown below.
Amounts in €000
INTANGIBLE ASSETS
Net carrying amount
depreciation/amor reclassifications/ot increases through
Net carrying amount 01.01.2024 increases decreases tization her changes business 31.12.2024
combinations
Trademarks & patents 32,154 129 - (386) 26 - 31,922
Software 1,368 200 - (845) 3 - 726
Start-up costs 7 65 - (15) - - 57
Other intangible assets 4,928 2,559 - (2,439) 285 - 5,332
Intangible assets in course of formation and advances318 402 - - (288) - 432
Net carrying amount of intangible assets 38,774 3,355 - (3,686) 26 - 38,469

Trademarks and patents are mainly represented by:
- the Giordano Vini brand for 21,116 thousand euro, consisting of the value emerging
from the merger of Ferdinando Giordano S.p.A. with Giordano Vini S.p.A. (formerly
Alpha S.r.l.) carried out in previous years; on 16 December 2024, the Giordano Vini
brand was transferred, with a demerger deed effective from 31 December 2024, to
the subsidiary IWB Italia S.p.A. as completion of the corporate reorganisation begun in
2023;
- from the brands owned by Provinco Italia S.p.A. (now IWB Italia S.p.A.) for 8,586
thousand euro valued during the purchase price allocation carried out according to
IFRS 3.
These brands are considered to have an indefinite useful life, so they are not subject to
amortization but to an impairment test in the same way as goodwill (see note 6). The carrying
amount is the same as was shown in the consolidated Annual Financial Report at 31 December
2023, being treated in the same way as goodwill (see below).



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The increases in 2024 mainly relate to:
(i) Euro 3,098 thousand for the development of the following activities which mainly
concerned Giordano Vini S.p.A.:
• development of websites for on-line selling;
• development of the customer base through targeted acquisition through
successful cost-per-acquisition (or CPA) marketing campaigns”);
• software development;
(ii) Euro 161 thousand for the registration of new trademarks.



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6. Goodwill
The total amount of goodwill is broken down in the following table:
Amounts in €000
Company 31.12.2024 31.12.2023
Provinco Italia S.p.A. 11,289
Giordano Vini S.p.A. 0
Enoitalia S.p.A. IWB Italia S.p.A. 186,077 156,942
Barbanera S.r.l. 16,687
Fossalto S.r.l. 1,159
Enovation Brands Inc 17,038 17,038
Raphael Dal Bo AG 12,854 12,854
Total Goodwill 215,969 215,969
On 1 January 2024, as a result of the merger between Provinco Italia S.p.A., Enoitalia S.p.A.,
Barbanera S.r.l. and Fossalto S.r.l. the goodwill pertaining to these respective were transferred
to the company that resulted from the merger: IWB Italia S.p.A.
At 31 December 2024, goodwill and intangible assets with an indefinite useful life were
subjected to impairment testing, which consists of estimating the recoverable amount of the
cash generating units (CGUs), made up of the subsidiaries, and comparing them with the net
carrying amount of the assets, including goodwill, in accordance with 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.
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).
At 31 December 2024, the CGUs were subjected to impairment testing in order to verify the
existence of any losses in value, by comparing the carrying amount of the units (including the
goodwill allocated to them, intangible assets with a finite 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 CGUs at the end
of their useful life.
The value in use was determined by discounting the cash flows shown in the financial forecasts
prepared by the Companies. In order to determine the value in use of a CGU, the discounted



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cash flows of the five years of explicit projection are added to a terminal value determined by
discounting the expected perpetual income.
These plans have been drawn up by reflecting the past experience of the companies and by
appropriately assessing the current economic situation. The hypotheses used in forecasting
cash flows over the explicit projection period are based on prudent assumptions. For the
companies Enovation Brands Inc. and Raphael Dal Bo AG, pending finalisation of the plan, for
the purposes of impairment it was assumed as a minimum hypothesis that each company
repeats their economic and financial results for the five years of explicit forecast, while the g
rate was applied to calculate the Terminal Value.
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 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.
In line 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 management calculated the
recoverable value of the CGU could cause the book value of the CGU to exceed the recoverable
amount.
At 31 December 2024, no impairment losses arise between the carrying amount and the value
in use (determined according to the Discounted Cash Flow methodology) as per the table
below.
Reportable Segment CGU's 2024 Goodwill Carrying Recoverable Headroom WACC
2024 Amount amount/VIU
IWB Group IWB Italia S.p.A. 186,077 277,387 815,031 537,644 6.4%
IWB Group Giordano Vini S.p.A 0 9,468 21,242 11,774 7.5%
IWB Group Raphael Dal Bo AG 12,854 11,772 89,379 77,607 6.3%
IWB Group Enovation Brands Inc 17,038 14,328 31,179 16,851 6.9%
IWB GROUP TOTAL 215,969 312,955 956,831 643,876



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94 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
94 |


Land, buildings, plant and machinery
The changes in tangible fixed assets are shown below.
Amounts in €000
PROPERTY, PLANT AND EQUIPMENT
Gross amount
reclassifications/ot increases through
Historical cost 01.01.2024 increases decreases her changes business 31.12.2024
combinations
Land and buildings 40,710 359 (1,412) (14,301) - 25,356
Plant and machinery 57,105 1,804 (2,222) (15,526) - 41,162
Equipment 22,365 648 (2,258) (7,289) - 13,466
Other 7,812 167 (41) (2,910) - 5,028
Tangible assets under construction and advances2,209 25 - (2,104) - 130
Right-of-use assets 28,180 948 - (1,208) - 27,919
Total historical cost 158,380 3,950 (5,933) (43,337) - 113,060
PROPERTY, PLANT AND EQUIPMENT
Accumulated amortization
depreciation/amor increases through
Accumulated amortization 01.01.2024 tization decreases other changes business 31.12.2024
combinations
Land and buildings (12,166) (642) 551 6,920 (0) (5,337)
Plant and machinery (42,345) (1,448) 1,870 15,551 - (26,372)
Equipment (16,540) (481) 2,130 6,934 - (7,957)
Other (7,327) (155) 41 2,823 - (4,618)
Tangible assets under construction and advances- 0 - - - 0
Right-of-use assets (12,715) (3,556) - 1,751 - (14,520)
Total accumulated depreciation (91,092) (6,282) 4,592 33,978 (0) (58,804)

PROPERTY, PLANT AND EQUIPMENT
Net amount
Net carrying amount 01.01.2024 increases decreasesdepreciation/amor other changes 31.12.2024
tization
Land and buildings 28,544 359 (861) (642) (7,381) 20,019
Plant and machinery 14,760 1,804 (352) (1,448) 25 14,789
Equipment 5,825 648 (128) (481) (356) 5,508
Other 485 167 - (155) (87) 409
Tangible assets under construction and advances2,209 25 - 0 (2,104) 130
Right-of-use assets 15,465 948 - (3,556) 543 13,399
Total net carrying amount 67,288 3,950 (1,341) (6,282) (9,359) 54,255
The increases in 2024 were mainly:
- 1,229 thousand euro for the IWB Italia S.p.A. plants, in addition to 302 thousand euro
for internal and external flooring and roof renovation;
- - Euro 457 thousand for new autoclaves and tanks.
The total disposal value of the Torricella site was 1,297 thousand euro.


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95 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
95 |

At 31 December 2024, in conjunction with and taking into account:
- the substantial reorganisation of the Group's industrial structure which led to (i) the
closure of the cellars and production plants in Valle Talloria (ii) the sale of the
production plants in Torricella and (iii) the concentration of all the Group's production
activities at the plants located in Calmasino, Montebello and Cetona;
- of the provisions of IAS 16 which requires entities to assess useful lives, depreciation
methods and residual values at each reporting date
The IWB Group, with the support of an external advisor who issued a specific appraisal report,
proceeded to verify the useful life of certain categories of assets, in particular those located in
the plants where production has been concentrated, namely:
CLASS DESCRIPTION HISTORICAL NET CARRYING
COST AMOUNT
Plant and machinery 18,986,001.92 € 10,238,509.99 €
Montebello Steel tanks at 4,447,712.81 € 2,774,503.24 €
third parties
Calmasino Steel tanks 2,870,608.58 € 2,067,603.42 €
In particular, the useful life of each asset category was determined on the basis of the following
relationship: Useful Life: min (Technical durability; Technological durability; Commercial
durability)
The advisor also calculated the weighted average useful life obtained using the following
formula:
UL (Weighted average) = [Sum of UL (of each category component) x Cost of Replacement of each category
component]/ Sum of Cost of Replacement
application of which led to a weighted average useful life of the fixed assets in question as
shown in the following table
CLASS DESCRIPTION Useful life
(UL)
Plant and machinery 18
Montebello Steel tanks at 30
third parties
Calmasino Steel tanks 30
with a consequent reduction in depreciation at 31 December 2024 of 1,333 thousand euro.


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96 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
96 |
7 B. Right-of-use assets
The change in right-of-use assets broken down by underlying type of asset with comparative
figures at 31 December 2023 is shown below:
Amounts in €000
Net carrying amount 01.01.2024 increases depreciation/amort other changes 31.12.2024
ization
Land and buildings 11,247 467 (2,044) (58) 9,613
Plant and machinery 3,570 138 (1,065) 247 2,890
Equipment 598 (215) (45) 338
Other 49 342 (233) 398 557
Total net carrying amount 15,464 948 (3,556) 543 13,399
Net carrying amount 01.01.2023 increases depreciation/amort other changes 31.12.2023
ization
Land and buildings 13,163 (1,902) (14) 11,247
Plant and machinery 3,559 1,559 (1,547) 3,570
Equipment 890 (292) 598
Other 98 (49) 49
Total net carrying amount 17,709 1,559 (3,790) (14) 15,464
The increases in 2024 were mainly:
- 467 thousand euro for renewal of the rental contract for the Milan offices;
- 138 thousand euro for a new machinery rental contract of IWB Italia S.p.A.;
- 342 thousand euros for new long-term rental contracts for the Group's cars.
The financial items relating to existing leasing contracts are shown below, broken down by
type and with comparative figures at 31 December 2023:
- - short-term and long/medium-term residual lease liabilities;
- - total financial outflows.


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97 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
97 |
31.12.2024
Amounts in €000
Short term Medium/long term Long term Cash Out
(within 5 years) (over 5 years)
Land and buildings (2,199) (8,182) (328) (2,072)
Plant and machinery (737) (1,007) (77) (1,162)
Equipment (166) (80) - (320)
Other (214) (364) (11) (263)
Total (3,317) (9,632) (416) (3,817)
31.12.2023
Amounts in €000
Short term Medium/long term Long term (over 5 Cash Out
(within 5 years) years)
Land and buildings (1,867) (9,337) (851) (1,928)
Plant and machinery (958) (1,549) - (1,543)
Equipment (246) (349) - (311)
Other (35) (22) - (56)
Total (3,106) (11,256) (851) (3,838)
The following shows the interest expense charged to the income statement on the lease
liabilities compared with 31 December 2023.
Amounts in €000
Interest 31.12.2024 31.12.2023
Land and buildings (317) (337)
Plant and machinery (91) (70)
Equipment (15) (43)
Other (54) (8)
Total (477) (458)
Lastly, we would point out that:
- the costs of low-value leased assets charged to profit or loss amount to 429 thousand
euro (428 thousand euro at 31 December 2023);
- the costs relating to variable lease payments not included in the measurement of the
lease liabilities amount to euro 395 thousand (397 thousand euro at 31 December
2023).


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98 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
98 |

8. Non-current assets held for sale
As explained in the section on "Significant events during the period", on 24 April IWB Italia
S.p.A. announced the closure of the Group's production activities at the Valle Talloria site and
the simultaneous transfer to the production site in Calmasino di Bardolino.
The Group is of the opinion that a sale is highly probable and has already started looking for a
buyer; Completion of the sale is expected within a year from the classification date, in any case
the Group undertakes to implement its plan to sell the business as soon as possible.
Production activity ceased on 31 May 2024, making the Valle Talloria assets available for sale,
which are presented here in accordance with IFRS 5. In particular:
- depreciation was stopped on 30 June 2024;
- the assets are shown in the financial statements at the carrying amount, as this is lower
than the assumed realisable value currently estimated on the basis of the initial
feedback received from market valuations.
Non-current assets held for sale consist of the following items:
31.12.2024
Amounts in €000
Historical cost Accumulated Net carrying amount
amortization
Land and buildings 14,301 (6,920) 7,381
Plant and machinery 17,169 (15,241) 1,928
Equipment 7,300 (6,933) 367
Other 2,968 (2,904) 64
Total 41,738 (31,998) 9,740
These assets were used in the production activity and therefore to achieve the economic result
of Giordano Vini S.p.A., which owned them until 31 December 2023, generating revenue of
81,528 thousand euro with an adjusted EBITDA of 1,982 thousand euro.
As required by IFRS 5:
Para. 6: “An entity shall classify a non-current asset (or disposal group) as held for sale if its
carrying amount will be recovered principally through a sale transaction rather than through
continuing use”.
Para. 7: “For this to occur, the asset (or disposal group) must be available for immediate sale in
its present condition, subject to conditions, which are normal and customary for the sale of
such assets (or disposal groups), and the sale must be highly probable”.



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99 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
99 |

Para. 8: “for a sale to be highly probable, management at an appropriate level must be
committed to a plan for the disposal of the business (or disposal group), and activities must
have been initiated to identify a buyer and complete the plan. Furthermore, the asset (or
disposal group) must be actively traded in the market and offered for sale, at a price that is
reasonable in relation to its current fair value. Furthermore, the sale should be expected to be
completed within one year of the date of classification, except as permitted by the provisions
of paragraph 9, and the actions required to complete the sale plan should demonstrate that
the plan is unlikely to be significantly altered or cancelled. The likelihood of shareholder
approval (if required by law) should be considered as part of the assessment of whether the
sale is highly probable”.



9. Equity investments
Investments are detailed below.
Amounts in Euro
Country 31.12.2024 31.12.2023
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
Banca Valdichiana Italia 1,100 1,100
Banca Tema Italia 1,250 1,250
Total 5,109 5,109



10. Other non-current assets
Other non-current assets are detailed below.
Amounts in €000
31.12.2024 31.12.2023
Security deposits 222 235
Total 222 235



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100 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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11.Deferred tax assets and liabilities
Deferred taxation, both assets and liabilities, arises from the following temporary differences.
Amounts at 31 December 2024
Amounts in €000
Description Tax base Tax rate Balance
Non-deductible interest expense 21 24.00% 5
Tangible and intangible fixed assets 235 27.90% 66
Provision for risks and chargesand inventory 301 24.00% 72
down 2,377 27.90% 663
Provision for bad and doubtful accounts 2,544 24.00% 611
Remuneration of directors 1,066 24.00% 256
Others 58 24.00% 14
Total deferred tax assets 1,686
Description
Business combination/Brands 24,923 27.90% 6,954
Tangible and intangible fixed assets 8,697 27.90% 2,426
Total provision for deferred taxes 9,380
Amounts at 31 December 2023
Amounts in €000
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 chargesand inventory 153 24.00% 37
down 2,999 27.90% 837
Provision for bad and doubtful accounts 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 on a cash basis 431 27.90% 120
Others 21 24.00% 5
Total deferred tax assets 2,694
Description
Business combination/Brands 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



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101 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
101 |
12. Inventory
The details are shown below.
Amounts in €000
31.12.2024 31.12.2023
Raw materials and consumables 4,353 8,505
Semi- finished products 32,876 43,742
Finished products 24,584 23,924
Advances 3,451 2,381
Total 65,264 78,552
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 decrease compared with 31 December 2023 was achieved due to further optimisation of
supply chain management resulting from the corporate and operational integration of
production and procurement activities effective from 1 January 2024.
The carrying amount of inventories is shown net of a provision for obsolete and slow-moving
stock of 1,730 thousand; the changes during the period are shown below.
Amounts in €000
Provision at 01.01.2024 1,893
Provisions 687
Amount used (850)
Provision at the end of the period 1,730
Uses of the provision mainly refer to the disposal of food products that reached their expiry
date, as well as platforms.


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102 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
102 |
13. Trade receivables
Trade receivables at 31 December 2024 and 31 December 2023 are detailed below.
Amounts in €000
31.12.2024 31.12.2023
Trade receivables 54,248 56,173
Provision for bad and doubtful accounts (3,635) (4,043)
Total 50,613 52,130
During 2024, the provision for doubtful accounts had the following movements.
Amounts in €000
31.12.2024
Provision at 01.01.2024 4,043
Provisions 884
Amount used (1,292)
Provision at the end of the period 3,635
The provisions were based on the estimated realizable value of the receivables, also in light of
possibility that they may not be collectable, in part or in whole, according to economic-
statistical criteria and the prudence principle. Provisions are also deducted from the total in
the accounts on a forfeit, non-analytical basis.
More specifically, to write down the receivables of the Distance Selling Division, the Group
applies a simplified approach, calculating the losses expected over the entire life of the
receivables, starting from the moment of initial recognition. The Group uses a matrix based on
historical experience and ageing of the receivables, adjusted to take into account forecasts
relating to specific customers.
The receivables of the Wholesale and Ho.re.ca Divisions are covered by insurance.
There are no receivables with a contractual duration of more than five years.


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103 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
103 |

14. Other current assets
Other current assets at 31 December 2024 and 31 December 2023 are detailed in the following
table:
Amounts in €000
31.12.2024 31.12.2023
Security deposits 71 441
Others 1,917 6,977
Advances to suppliers 131 222
Accrued income and prepaid expenses 512 670
Total 2,631 8,311
The item "others" mainly includes receivables from factoring companies of IWB Italia S.p.A.
equal to 1,516 thousand euro; the reduction compared with the figure at 31 December 2023
(6,759 thousand euro) is part of the process of optimising financial management resulting from
the corporate integration effective from 1 January 2024 which, as a further effect, has
permitted the optimisation of the use of the agreed lines of credit.


15. Current tax assets
Tax credits at 31 December 2024 and 31 December 2023 are detailed in the following table:
Amounts in €000
31.12.2024 31.12.2023
Tax Credit 623 1,387
Others 98 287
Total 721 1,674
The decrease in the tax credit is due to offsetting uses during the year.
The reduction of the VAT credit to a zero balance was thanks to better management of the
declarations of intent, which made it possible to offset the credit, helping to improve the net
financial position.
With effect from 2016, the Parent Company (together with the subsidiaries Giordano Vini
S.p.A. and IWB Italia S.p.A.) opted for the national income tax consolidation regime, the effects
of which are also reflected in the financial results at 31 December 2024.


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104 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
104 |
Participation in the tax consolidation is governed by specific rules which remain in force for the
entire period of the option.
The economic relationships of the tax consolidation can be summarized as follows:
- in years when there is taxable income, the subsidiaries pay the Consolidating Company
the higher amount of tax that it owe the Treasury;
- consolidated companies with taxable losses receive compensation from the Parent
Company for 100% of the tax savings achieved at Group level on an accrual basis. The
compensation is only paid when it is actually used by the Parent Company, either for
itself 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 continuation of
the national consolidation cease to exist before the three-year period of the option
expires, the carry-forward losses resulting from the tax return are attributed to the
consolidating company or entity.
IWB Italia S.p.A. became part of the Group consolidation from the tax return as of 31 December
2023.

16. Cash and cash equivalents
Cash and cash equivalents at 31 December 2024 and 31 December 2023 are detailed in the
following table.
Amounts in €000
31.12.2024 31.12.2023
Bank deposits 58,239 69,250
Postal deposits 1,243 1,628
Cash 18 22
Total 59,500 70,900
The corporate integration effective from 1 January 2024 has made it possible to optimise the
use of cash with a simultaneous reduction of short-term financial debt and related financial
charges.


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105 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
105 |


17. Shareholders' equity
The Group shareholders' equity is made up as follows:
Amounts in Euro
31.12.2024 31.12.2023
Share capital 1,124,468 1,124,468
Legal reserve 224,894 209,253
Share premium reserve 136,137,071 136,137,072
Reserve for actuarial gains on defined benefit plans 30,958 (63,762)
Reserve for stock grants 794,385 789,694
Translation reserve 285,852 465,766
Reserve for the purchase of treasury shares (2,217,628) (1,243,417)
Other reserves 20,695,158 9,775,605
Prior year profits/(losses) 47,061,082 46,203,906
Profit/(loss) for the period 22,335,624 16,300,463
Total reserves 225,347,395 208,574,580
Total Group shareholders’ equity 226,471,864 209,699,049
Non-controlling interests 62,505 (208,671)
Total shareholders’ equity 226,534,369 209,490,377
Share capital
At 31 December 2024, the share capital of Italian Wine Brands amounts to Euro 1,124,468
divided into 9,459,983 ordinary shares without par value.

Reserves
The share premium reserve was generated by the listing, which took place in 2015; it then rose
as a result of the increases in capital described in the previous paragraph.
The reserve for defined benefit plans is generated by the actuarial gains and losses that
accumulate on remeasurement of the provision for severance indemnities pursuant to IAS 19.
At 31 December 2024, the Parent Company holds 104,297 ordinary shares, representing 1.10%
of the ordinary share capital which includes:
- - the treasury share purchase reserve;
- - the stock grant reserve.
Non-controlling interests refer to the minority shareholdings in Enovation Brands Inc. held by
Giovanni Pecora (10%) and Alberto Pecora (5%) respectively.



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106 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
106 |
The Ordinary Shareholders' Meeting of IWB held on 27 April 2023 approved, pursuant to art.
114-bis of Legislative Decree no. 58/1998, the new incentive plan called “2023-2025 Incentive
Plan of IWB S.p.A.” intended for those who hold the position of CEO of IWB or of companies
directly or indirectly controlled by IWB pursuant to art. 2359 of the Italian Civil Code or in any
case subject to the management and coordination of IWB, as well as other resources deemed
key for particular responsibilities and/or skills, including managers and employees of the
Company or its subsidiaries. The Plan provides that the subjects identified by the Board of
Directors among the recipients of the Plan in compliance with the provisions of the "Procedure
for transactions with related parties" adopted by IWB, where applicable, will be assigned free
of charge rights which (if vested on fulfilment of the conditions, as well as in the manner and
terms set out in the Plan) grant the right to receive, again free of charge, a bonus which will be
paid 50% in the form of ordinary shares held by the Company as treasury shares, and for the
other 50% through the assignment of so-called phantom shares to be paid in cash. For further
information on the Plan, please refer to the Explanatory Report of the Board of Directors
pursuant to art. 114-bis of the CFA, and to the related Information Document drawn up
pursuant to art. 84-bis of Consob Regulation no. 11971/1999, available on the Company's
website (www.italianwinebrands.it, section Investors / Financial Documents / Report-General
Meetings) as well as on the Borsa Italiana website (www.borsaitaliana.it).
The company measures achievement of the objective that determines the assignment of rights
on an annual basis and, in accordance with the provisions of the Information Document and
the Regulation (approved by the Board of Directors on 5 July 2023), in the event of total or
partial achievement of the objective, sets aside:
(a) the ordinary shares pertaining to the year, valuing them at the “market price on the grant
date” namely 5 July 2023 and 26 February 2025 as described in the paragraph “Significant
subsequent events”.
(b) the phantom shares at the market value of the ordinary IWB shares calculated on the basis
of the normal value of the shares pursuant to art. 9 of Presidential Decree no. 917 of 22
December 1986.



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107 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
107 |
The following is a reconciliation between the shareholders' equity and results of the parent
company and the equivalent consolidated figures.
Amounts in Euro 31.12.2024
Profit/(loss) Shareholders’
for the period equity
Shareholders' equity IWB SpA (IFRS) 5,760,419 179,097,899
Elimination of carrying amount of consolidated equity investments:
Carrying amount of consolidated equity investments (291,257,562)
Pro-quota share of consolidated equity investments net of consolidation 30,416,403 338,961,084
differences
Dividends from subsidiaries (14,312,064) -
Consolidation adjustments for transactions between consolidated 470,866 (329,557)
companies
Group shareholders' equity and profit/(loss) for the period 22,335,624 226,471,864
Non-controlling interests 271,176 62,505
Consolidated shareholders' equity and profit/(loss) 22,606,801 226,534,369




18. Financial payables
The situation at 31 December 2024 is the following.
Amounts in €000 31.12.2024
Short term Medium/long term Long term (over 5 Total
(within 5 years) years)
Bond - 131,487 - 131,487
Short-term unsecured loans - - - -
Revolving loans - - - -
Other medium/long-term unsecured loans 2,147 1,254 - 3,401
Financial accrued expenses and charges to be settled191 - - 191
Total banks 2,339 1,254 - 3,592
Payables to factoring companies 112 - - 112
Deferred price on acquisitions - 445 - 445
Other borrowings - 344 - 344
Total other lenders 112 789 - 901
Total 2,450 133,530 - 135,980




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108 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
108 |


The expected repayment flows in subsequent years are shown on pages 109 and 110.
The Group's financial liabilities at 31 December 2023 are shown below for comparison
purposes.
Amounts in €000 31.12.2023
Short term Medium/long term Long term (over 5 Total
(within 5 years) years)
Bond - 131,248 - 131,248
Short-term unsecured loans 7,034 - - 7,034
Revolving loans 20,000 - - 20,000
Other medium/long-term unsecured loans 878 7,217 - 8,095
Financial accrued expenses and charges to be settled893 - - 893
Total banks 28,806 7,217 - 36,023
Payables to factoring companies - - - -
Deferred price on acquisitions - 4,405 - 4,405
Other borrowings - 467 - 467
Total other lenders - 4,872 - 4,872
Total 28,806 143,337 - 172,142
The following table shows the changes in financial liabilities.
Amounts in €000
31.12.2023 Disbursements / Repayments/Othe 31.12.2024
Other changes r changes
Bond 131,248 3,490 (3,250) 131,487
Short-term unsecured loans 7,034 (7,034) -
Revolving loans 20,000 (20,000) -
Other medium/long-term unsecured loans 8,095 (4,694) 3,401
Financial accrued expenses and charges to be settled893 191 (893) 191
Total banks 36,023 191 (32,622) 3,592
Payables to factoring companies - 112 112
Deferred price on acquisitions 4,405 (3,960) 445
Other borrowings 467 (123) 344
Total other lenders 4,872 112 (4,083) 901
Total 172,142 3,793 (39,955) 135,980




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109 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
109 |



Bank debt at 31 December 2024 consists of the following loans:
• A 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 (expiry 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.
• A medium-term loan granted on 28 February 2022 by Intesa San Paolo to the subsidiary
Giordano Vini S.p.A. for Euro 2 million, repayable in quarterly instalments and scheduled for
repayment on 28 February 2027, with interest at the 3m Euribor plus a spread of 1.45%. The
residual debt at 31 December 2024 measured at amortized cost amounts to Euro 911
thousand.
• A medium-term loan paid out on 26 February 2021 by Crédit Agricole to the subsidiary
Giordano Vini S.p.A., for Euro 2.4 million repayable in quarterly instalments with repayment
scheduled for 26 February 2026, with interest at the 3m Euribor plus a spread of 1.00%. The
residual debt at 3 December 2024 measured at amortized cost amounts to Euro 628 thousand.
An IRS-OTC derivative contract was taken out to hedge the interest rate risk on this loan for its
entire duration; this contract provides for an exchange of flows between the Company and
Crédit Agricole based on the residual amount of the underlying loan in each period; the Mark
To Model value of the derivative is positive for Euro 12.0 thousand.
• Two loans for a total of Euro 861 thousand granted to Giordano S.p.A. by Simest for
development projects:
o Euro 800 thousand paid out on 28/01/2022 to be repaid by 31/12/2028 with a
grace period of 36 months and an interest rate of 0.55%;
o Euro 169 thousand disbursed on 06 April 2022 to be repaid by 10 December 2025
with a pre-amortization period of 12 months and a rate of 0.055% (residual
balance at 31 December 2024: Euro 61 thousand).
• An unsecured loan contracted on 29 June 2022 by Provinco Italia S.p.A. (today IWB Italia S.p.A.)
with Unicredit for Euro 5.0 million repayable in deferred quarterly instalments with a total
duration of 36 months backed by an EIB guarantee. The interest rate is 3m Euribor plus a
spread of 1.4%. The residual debt at 31 December 2024 is Euro 833 million. The resolution
includes the availability of a revolving line of credit of Euro 5.0 million with a duration of 36
months which at 31 December 2024 has not yet been drawn down.
• Line of credit granted by Credito Emiliano to Enoitalia S.p.A. for Euro 1.5 million with interest
at the 3m Euribor plus a spread of 0.75% (residual balance at 31 December 2024: Euro 168
thousand).

• The deferred price for the acquisition of Enovation Brands Inc. refers to the unconditional
consideration to be paid to the sellers for which deferred payment has been agreed as follows:
(i) USD 3.3 million no later than 10 January 2023, (ii) USD 3.3 million no later than 10 January
2024 already paid in previous years, and (iii) USD 1.4 million no later than 1 May 2026. The
debt has been reduced by USD 927 thousand in consideration of the reimbursement from



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shareholders provided for in art. 8 of the sale agreement because of the fraud that emerged
in the Enovation accounts during the preparation of the consolidated financial statements at
31 December 2022.
• As regards the IRS-OTC, the method used to measure and value the derivative at the end of
the year is the mark to market prepared by the bank. Future cash flows are calculated on the
basis of the FWD curve of the Eur3m at 31 December 2024 and discounted by applying the
relevant coefficients to future nettings, so as to obtain the current value of the derivative at
31 December 2024:
Amounts in €000
31.12.2024 31.12.2023
STATEMENT OF FINANCIAL POSITION 12.0 42.7
INCOME STATEMENT (30.7) (42.1)
Financial liabilities are recognized at amortized cost, calculated as the initial fair value of the
liabilities net of the costs incurred to obtain the loan, increased by the cumulative amortization
of the difference between the initial amount and the amount at maturity, calculated using the
effective interest rate where application of the amortized cost method would not be
significantly different from the face value.
These loan contracts include terms and conditions usually observable in the marketplace for
similar types of instruments. For example: (i) provision of a covenant (calculation envisaged at
Italian Wine Brands Group level) based on the trend of certain financial parameters at
consolidated Group level; (ii) disclosure obligations in relation to significant events affecting
the Company, as well as corporate disclosures; (iii) the usual commitments and obligations for
loan arrangements of this kind, such as limits on the assumption of financial debt and the sale
of company assets and a ban on distributing dividends or reserves if certain financial
parameters are not being respected.
'Lease liabilities' relate to the coming into force from 1 January 2019 of IFRS 16, which required
lease contracts to be recorded in the accounts by indicating under non-current assets the
amount of "Right of use assets" as a counterpart to a liability calculated as the present value
of future cash outlays based on the contract.
For details, please refer to paragraph 7 B. Right-of-use assets.



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Calculation of adjusted EBITDA for the covenant
The "Terms and Conditions" of the bond lay down that the Group has to determine on an
annual basis the "Consolidated net financial leverage ratio" as the relationship between:
(i) The net financial position of the Group and
(ii) the adjusted EBITDA (consolidated)
This ratio, which is a key part of the covenant, must be at least 3.5x (or 4x in the event that the
Group has completed acquisitions for an enterprise value of at least Euro 30 million during the
year)
In the current year:
a) The net financial position is equal to: Euro 89.3 million
b) The adjusted EBITDA is equal to: Euro 50.4 million
c) So the ratio comes to: 1.77
Any failure to achieve the parameters would not constitute a default event i.e. it would not
result in an obligation to repay the bond early.



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19. Severance indemnities
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 the contributions, the Group fulfils all of its obligations.
Payables for contributions to be paid at the closing date are included in "Other current
liabilities"; the cost for the period accrues on the basis of the service provided by the employee
and is recorded under "Personnel costs" in the relevant area.
Defined benefit plans
The plans in favour of employees, which qualify as defined benefit plans, are represented by
the provision for severance indemnities (known as TFR in Italian); the liability is calculated on
an actuarial basis with the unit credit projection method. The actuarial gains and losses that
arise when calculating these items are shown in a specific equity reserve. The changes in the
liability for severance indemnities in the year to 31 December 2024 are shown below.
Amounts in €000
31.12.2024 31.12.2023
Provision at 01.01. 1,654 1,444
Provisions 176 234
Benefits paid during the period (234) (102)
Actuarial (gains)/losses (95) 41
Financial costs 47 37
Provision at the end of the period 1,548 1,654
The "accrual of costs for employee benefits" and the "contribution/benefits paid" are recorded
in the income statement under "Personnel costs" in the relevant area. “Financial income and
expenses” are recognized in the income statement under “Financial income (expenses)”, while
the “actuarial gains and losses” are shown under other comprehensive income and included
in a equity reserve called “Reserve for defined benefit plans”.
The main actuarial assumptions are as follows.
Actuarial assumptions 31.12.2024 31.12.2023
Discount rate 2.69% 3.67%
Inflation rate 2.09% 1.59%
Expected average turnover 9.40% 9.09%


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20. Provision for risks and charges
This item has changed during the period as follows:
Amounts in €000 31.12.2024
Non-current Current Total
Provision at 01.01.2024 301 0 301
Provisions 0 0 0
Releases 0 0 0
Amounts used (135) 0 (135)
Provision at the end of the period 166 0 166
Amounts in €000 31.12.2023
Non-current Current Total
Provision at 01.01.2023 288 0 288
Provisions 24 0 24
Releases 0 0 0
Amounts used (12) 0 (12)
Provision at the end of the period 301 0 301
Non-current liabilities include a provision of 154 thousand euro set aside by IWB italia S.p.A.
for a lawsuit against a former agent.

21. Trade payables
This item includes all payables of a commercial nature with the following geographical
distribution.
Amounts in €000
31.12.2024 31.12.2023
Suppliers - Italy 90,249 108,318
Suppliers - Foreign markets 4,449 5,472
Total 94,698 113,790


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22. Other current liabilities
Other liabilities are made as follows:
Amounts in €000
31.12.2024 31.12.2023
Employees 4,318 4,074
Social security institutions 1,503 1,635
Directors 1,066 999
Accrued expenses and deferred income2,895 3,458
Others 311 593
Total 10,093 10,759
The amount due to employees mainly includes salaries for the month of December 2024 that
were paid in January 2025, as well as deferred pay for public holidays and vacation accrued
but not yet taken.
Accrued expenses and deferred income mainly consist of the portion of Industry 4.0 capital
grants pertaining to future years and tax credits relating to Enoitalia. The decrease compared
with 31 December 2023 is due to the allocation to the income statement of the 2024 portion
of tax credits and investment grants (of which 101 thousand euro relating to the sale of
Torricella).
"Other" mainly includes: Euro 50 thousand due to the Board of Statutory Auditors and Euro
185 thousand relating to ongoing disputes. The decrease compared with 31 December 2023
mainly derives from the elimination of advances to customers (155 thousand euro in 2023)
and lower payables for ongoing disputes.



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23. Current tax liabilities
These are made up as follow.
Amounts in €000
31.12.2024 31.12.2023
VAT 1,009 2,416
IRES 4,976 846
IRPEF withholding tax 914 809
IRAP 996 274
Excise duty 127 65
Other taxes (181) (195)
Total 7,841 4,216
The increase in IRES payable is mainly due to a higher taxable income compared with the
previous year.


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24. Revenue from sales
Revenue from sales and other income at 31 December 2024 are detailed below with
comparative figures.
Amounts in €000
31.12.2024 31.12.2023
Revenues from sales - Italy 73,624 67,380
Revenues from sales - Foreign markets 328,210 361,500
UK 89,760 104,473
Germany 55,457 66,616
Switzerland 41,077 40,857
US 34,120 31,646
Austria 13,955 17,009
Poland 11,882 11,495
France 9,419 16,709
Netherlands 7,480 8,744
Belgium 7,131 7,521
Canada 6,975 7,444
Denmark 5,466 6,430
Ireland 5,234 7,260
Sweden 2,094 2,624
Hungary 1,349 1,728
China 1,308 1,808
Other countries 35,504 29,136
Other Revenues 103 247
Total Revenues from sales 401,937 429,127
In this regard, it should be noted that the turnover relating to the two main customers amounts
to (i) Euro 62,068 thousand (ii) Euro 52,481 thousand respectively. The Group's customers are
predominantly international clients with sales referring to a variety of countries. Revenue is
attributed to countries based on the destination of the products. Sales per product at the
overall customer level are not significant, as the Group essentially sells wine and the cost of an
analytical report would be excessive, at least for the time being.


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25. Other income
Other income at 31 December 2024 is detailed below with comparative figures.
Amounts in €000
31.12.2024 31.12.2023
Capital gains 417 9
Contributions and tax credits 1,119 1,437
Rental income 469 466
Chargebacks 93 116
Out-of-period income 504 1,037
Others 660 1,344
Total other income 3,261 4,410
The capital gains derive from the sale of Torricella for 346 thousand euro and from the sale of
other machinery for the remainder.
The decrease in Other is primarily due to discounts and special pricing received in 2023 by
Enovation Brands Inc. and not present in 2024.


26. Purchases
Purchases can be broken down as follows.
Amounts in €000
31.12.2024 31.12.2023
Provinco Italia S.p.A. 0 37,877
Giordano Vini S.p.A. 12,434 28,913
IWB Italia S.p.A. 231,228 184,293
Enovation Brands Inc 1,689 1,866
Barbanera S.r.l. 0 15,309
Raphael Dal Bo AG 2,982 3,587
IWB S.p.A. 0 3
Total 248,332 271,847


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27. Services
Services at 31 December 2024 are detailed below with comparative figures.
Amounts in €000
Services from third parties 31.12.2024 31.12.2023
Services from third parties 17,724 17,985
Transport 14,957 17,769
Postage expenses 3,229 3,566
Leases and rentals 1,712 1,836
Consulting 2,413 3,044
Advertising costs 1,938 1,826
Utilities 2,685 3,201
Remuneration of Directors, Statutory Audi 3,191 3,630
Maintenance 2,134 2,003
Outsourcing costs 6,784 7,169
Commissions 2,403 3,176
Other costs for services 8,055 8,457
Total 67,225 73,662

The remuneration of directors, statutory auditors and the supervisory body is detailed as
follows.
Amounts in €000
31.12.2024 31.12.2023
Directors 2,981 3,410
Statutory auditors 140 162
SB 70 58
Total 3,191 3,630

The audit fees earned by the Independent Auditors in 2024 are as follows.
Amounts in €000
Audit Consulting
Holding company 57 0
Subsidiaries 143 0
Total 200 0




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28. Personnel
Personnel costs at 31 December 2024 are detailed below with comparative figures.
Amounts in €000
31.12.2024 31.12.2023
Wages and salaries 19,086 17,452
Social security charges 4,932 4,811
Severance indemnities 909 842
Stock grant 132 130
Administration cost 2,247 2,264
Other costs 102 155
Total 27,408 25,654
The following table shows the number of employees.
No. at Average no. No. at Average no.
31.12.2024 31.12.2024 31.12.2023 31.12.2023
Managers 7 7 7 8
Middle managers 20 20 20 21
Office workers 182 194 211 210
Factory workers 128 134 138 141
Total 337 355 376 380
The decrease in the number of employees is related to the reorganisation carried out at the
Valle Talloria site and which involved:
- IWB Italia employees:
• of the production site (cellar and bottling) of Valle Talloria who were not
willing to be transferred to the Calmasino site;
• of the Torricella winery whose contracts were transferred at the same
time as the transfer of the business unit to Cantine Hermes;
- employees of Giordano Vini S.p.A. involved in the Teleselling activity, which has now
been outsourced.



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29. Other operating costs
Other operating costs at 31 December 2024 are detailed below with comparative figures.
Amounts in €000
31.12.2024 31.12.2023
Capital losses 176 33
Other taxes 361 385
Damages, penalties/fines 73 82
Concessions and licences 306 255
Out-of-period expenses 167 458
Others 375 434
Total 1,458 1,647


30. Write-downs
This item refers essentially to the subsidiary Giordano Vini S.p.A. and concerns the write-down
of trade receivables for the period.



31. Financial income and expenses
Financial income and expenses are detailed in the following tables.
Amounts in €000
31.12.2024 31.12.2023
On current accounts 451 268
Exchange rate gain/(loss) 855 1,181
Others 610 41
Total 1,917 1,490

The item "Others" includes in 2024 financial income deriving from recovery of the withholding
tax on dividends paid by Raphael dal Bo AG during 2023 for 574 thousand euro; the remainder
refers to other interest income.



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Amounts in €000
31.12.2024 31.12.2023
Bonds (3,490) (3,479)
Loans (278) (1,460)
Lease liabilities (477) (458)
Bank current accounts (6) (483)
Financial instruments (31) (42)
Factoring (967) (1,084)
Bank fees and charges (541) (385)
Exchange gain/(loss) (512) (1,254)
Others (566) (641)
Total (6,868) (9,288)
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 overdraft facilities
with various banking institutions;
- realized exchange differences and end-of-period adjustments to items expressed in
foreign currency;
- bank commissions and expenses including those for sureties.
The significant decrease in financial charges is related to better use of cash following the
merger of the Italian companies involved in the B2B business and production which, in addition
to the operational and corporate benefits, has permitted a significant reduction in short-term
borrowings.





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32. Taxes
Income taxes at 31 December 2024 are detailed below with comparative figures.
Amounts in €000
31.12.2024 31.12.2023
IRES (6,093) (2,308)
IRAP (1,436) (946)
Taxes for prior periods (57) (212)
Total current taxes (7,586) (3,465)
Deferred tax assets (423) 380
Deferred tax liabilities (228) (31)
Total deferred taxes (651) 349
Total (8,237) (3,116)


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33. Related-party transactions
Related-party transactions form part of normal business operations within the typical activity
of the parties concerned and they are regulated at standard conditions.
To summarize:
(i) a commercial lease contract signed on 1 February 2012 by Provinco Italia S.p.A.
and Provinco S.r.l. under which Provinco S.r.l. has been leasing the property
located in Via per Marco 12/b, Rovereto (TN) to Provinco Italia S.p.A.; the lease
has a duration of six years (until 31 January 2018) with tacit renewal for the same
period unless notice of cancellation is given 12 months before the expiry date; the
agreed rent is Euro 60 thousand per year, index-linked to ISTAT inflation statistics,
plus VAT. For 2024 the rent came to Euro 69,837.62;
(ii) a service contract with Electa S.p.A. involving investor relations support for an
annual amount of Euro 40 thousand.
These relationships are regulated at market conditions.
The Parent Company Italian Wine Brands S.p.A. has adopted and follows the Procedure for
Related-Party Transactions in compliance with the general provisions of the Euronext Growth
Milan Issuers' Regulation.

34. Atypical and unusual transactions
Pursuant to Consob Communication no. DEM/6064293 of 28 July 2006, during the period the
Group did not carry out any atypical or unusual transactions as defined in the Communication,
according to which atypical and/or unusual transactions are those that, due to their
importance or materiality, the nature of the counterparties, the object of the transaction, the
method of determining the transfer price and the timing of the event, could give rise to doubts
about: the accuracy or completeness of the information disclosed in the financial statements,
conflict of interest, safeguarding of the Company's assets and the protection of non-controlling
interests.
35. Law for the market and competition (L04/08/2017 no. 124 paragraph 125)
In accordance with the transparency requirement in art. 1, para. 125 of Law 124/2017, the
grants received in 2024 are shown below:
(i) OCM grants for market promotions of Euro 494,142.48;
(ii) investment tax credit of Euro 876,943.01;
(iii) advertising grant of Euro 8,056.00.


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36. Significant events
36.1 Significant events during the period
On 1 January 2024 the merger took effect between Provinco Italia S.p.A., Enoitalia S.p.A.,
Barbanera S.r.l. and Fossalto S.r.l., which led to the establishment of IWB Italia S.p.A., the
Group's commercial and industrial hub, with a view to maximising synergies for all activities
in the B2B segment: commercial, production, management and financial.
On 18 March 2024 The Board of Directors of IWB defined the quantitative and qualitative
criteria of materiality of the relationships potentially relevant for the purposes of assessing the
independence of its members (the Materiality Criteria) in compliance with art. 6-bis of the
EGM Regulation currently in force.
On 24 April 2024 Italian Wine Brands S.p.A. announced that the Group's subsidiaries, Giordano
Vini S.p.A. and IWB Italia S.p.A., have communicated to the trade unions their decision to
reorganise their teleselling and production operations at the Valle Talloria site in Diano d'Alba
(Piedmont), run by Giordano Vini S.p.A. and IWB Italia S.p.A. respectively, to optimise
productivity and adapt their respective structures to the changed market conditions:
a) with reference to the teleselling activities, the reorganisation became necessary
following the change in customer purchasing methods, increasingly oriented towards
online, to the detriment of telephone sales. Giordano Vini S.p.A. has long developed
the digital part of its business, while telephone sales have undergone a progressive
downsizing, which makes it economically unsustainable to maintain an internal
organisation dedicated to this and, as such, must therefore be dismantled: a decision
that appears even more necessary and strategic considering the higher efficiency in
this area of the outsourcing model that has already been implemented for years by
Giordano Vini S.p.A. and will be pursued further;
b) with reference to production , given the significant external growth achieved in recent
years, the Group decided to concentrate production, arranging for the transfer of the
IWB Italia production personnel operating at Valle Talloria di Diano D'Alba to the
Calmasino di Bardolino (VR) site, with a view to rationalisation and, ultimately, a
reduction in production costs. It will also make production activities and those related
to them more efficient.
The IWB Group has agreed forms of support for the people affected by the reorganisation
with the trade unions. The agreements were signed on 22 May 2024 for Giordano Vini
S.p.A. and on 28 May 2024 for IWB Italia S.p.A.
On 30 April 2024 the Shareholders' Meeting:
(i) appointed and established the compensation of the Board of Directors, which
will remain in office for three years until the approval of the financial


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statements for 2026, in the persons of: Alessandro Mutinelli, Giorgio Pizzolo,
Simone Strocchi, Antonella Lillo (independent director), Sofia Barbanera,
Massimiliano Mutinelli and Marta Pizzolo.
(ii) approved the purchase and disposal of treasury shares pursuant to arts. 2357
and 2357-ter of the Italian Civil Code and art. 132 of the Consolidated Finance
Act, according to the methods proposed in the Directors' Report to provide
the Company with a strategic investment opportunity for any purpose
permitted by the provisions currently in force. This includes the purposes
envisaged in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation,
“MAR”) and in the practices permitted pursuant to art. 13 MAR, where
applicable, including the purchase of treasury shares with a view to their
subsequent cancellation, according to the terms and methods to be decided
by the corporate bodies after cancellation of the resolution adopted by the
Shareholders' Meeting of 27 April 2023 for the part not carried out.
On 16 May 2024 IWB Italia signed a partnership and collaboration agreement with Cantine
Ermes, which with 14 plants in 6 regions represents one of the main cooperative operators in
the transformation of grapes, with a view, on the one hand, to valorisation of its assets at the
Torricella winery and, on the other, to continue raising production efficiency. The agreement,
which took effect on 20 June, provides for: (i) strengthening and expansion of the
collaboration and partnership between IWB and Cantine Ermes for the supply of larger
volumes of wine, produced according to technical specifications and under the supervision of
IWB technicians; (ii) sale of the Torricella plant by IWB Italia to Cantine Ermes.
On 24 May 2024 Italian Wine Brands S.p.A. joined the Prosecco Consortium with the
appointment of its Deputy Chairman Giorgio Pizzolo as a member of the Prosecco DOC Board
of Directors.
On 28 May 2024 Italian Wine Brands S.p.A. strengthened its management structure with the
appointment of Alessandro Vella as the new General Manager.
On 12 September 2024 the boards of directors of Giordano Vini S.p.A. and IWB Italia S.p.A.
approved the partial demerger to transfer the Giordano Vini S.p.A. brand to the beneficiary
IWB Italia S.p.A. The project completes the corporate reorganisation begun in 2023 to improve
operational efficiency and rationalise the business organisation of the companies involved,
making it possible to achieve important synergies. In this context, concentrating the Group's
brands in a single company, IWB Italia, will help to optimise how they are managed with a
view to future development. From an operational standpoint, Giordano will continue to
benefit from use of the brand through a specific multi-year agreement for the production of
wine that will commence from the Effective Date of the Demerger.


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On 15 October 2024 Alessandro Mutinelli, Chairman and CEO of the Group, was appointed a
board member of Unione Italiana Vini, the Italian Association of Wine Companies. This
appointment is an important milestone both for Alessandro Mutinelli, who sees his
commitment and entrepreneurial vision recognised in promoting Italian wine at a national and
international level, and for IWB, which now acquires a prominent role within the most
important representative Association for companies in the wine sector: it has 770 corporate
members and represents more than 150,000 winemakers, more than 50% of the Italian wine
turnover and over 85% of the export turnover of Italian wine.
On 17 December 2024 The Board of Directors of Italian Wine Brands S.p.A. decided to propose
to the Shareholders' Meeting the distribution of an extraordinary dividend of Euro 0.5 per
share (gross of legal withholdings and excluding treasury shares) for a total of Euro 4,678,268
(the "Extraordinary Dividend") to be drawn from available reserves formed by retained
earnings. The Board of Directors deemed it appropriate to formulate the proposal for the
distribution of the Extraordinary Dividend on the occasion of the tenth anniversary of the
Company's listing, in consideration of (i) the exceptional growth and value creation achieved
by the Company over the course of these ten years, (ii) recognition of the support always
granted by the shareholders to the development path of IWB, both organically and through
external lines.
36.2 Significant subsequent events
On 28 January 2025 the following were held at the headquarters of the Italian Stock Exchange:
- the shareholders' meeting which coincides with the tenth anniversary of the listing
approved the Board of Directors' proposal to distribute an extraordinary dividend of
Euro 0.5 per share in consideration of the exceptional growth and value creation
achieved by the company over the course of these ten years and recognition of the
shareholders' support for IWB's development path, both organically and through
external lines;
- the event that celebrated the tenth anniversary of the listing in the presence of the
entire Management Team, Directors and Shareholders who were some of the first
investors, for a significant anniversary of the first Italian wine group to be listed on the
Italian Stock Exchange. As tangible recognition for the competence, passion and
dedication of all its collaborators, the Group paid each employee an extraordinary
bonus of Euro 1,000.
On 18 February 2025 Italian Wine Brands S.p.A. announced that its subsidiary Giordano Vini
S.p.A., through the Italian platform Svinando, an international leader in the online sale of food


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and wine products, had launched “Nando”, the first virtual assistant based on artificial
intelligence developed internally to offer a browsing and consulting experience tailor-made to
the needs of its customers. Thanks to an advanced search engine based on AI technology,
“Nando” is able to guide users on broad topics, from the characteristics of the products in the
catalogue, to food/wine pairings, the right occasions to drink a certain wine, and the
customer's budget. This is a genuinely expert guide, capable of understanding and anticipating
the needs of the customer, offering personalised advice with precision and reliability. “Nando”
guarantees quick, accurate and targeted responses, breaks down the barriers between
technology and user, uses a fluid, natural interaction, increasingly close to human language,
giving advice just like a real wine merchant. Svinando is the first Italian e-commerce player in
the world of wine to offer a solution of this kind.
On 26 February 2025 The Board of Directors approved an integration of the incentive plan
with the aim of further strengthening the alignment of the Group's objectives with those of
the management team. It will allow the Group to continue on the path of growth in revenue,
profit margins and cash generation in order to maximise the interests of all stakeholders.
37. Outlook
In 2025, the IWB Group will present itself on the market with:
(i) an integrated organisational structure;
(ii) an efficient production structure with six months of synergies still to be expressed;
(iii) a presence on international markets that makes it possible to seize new
opportunities and to manage risks adequately;
(iv) a financial situation which allows us to tackle both organic and external growth
with confidence.
On the trade front, while carefully monitoring and trying to anticipate the possible effects of
the increase in American tariffs, the Group is continuing with its strategy:
• of developing its Top Brands with a view to a continuous increase in profit margins and
the recovery of private label contracts with levels of profitability in line with Group
standards, as well as to support volumes;
• of more and more positioning in growth markets;
• of product innovation with the launch of the first IWB-branded dealcoholised products
and products in the “ready to drink” segment on the American market.


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On the production and purchasing front:
• the purchasing conditions for the main supplies of raw materials have already
been negotiated;
• further cost reductions are expected for utilities;
all the conditions have therefore been created to achieve even better results than in 2024.

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

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ANNUAL FINANCIAL REPORT
IWB S.p.A.
31
st
DECEMBER 2024
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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Index
Composition of the Corporate and Control Bodies 132
Directors' Report on Operations 133
1. Analysis of the Company's situation, market trends and results of
operations 133
2. Significant events 139
3. Outlook 142
4. Code of Ethics and the Organisational Model 143
5. Related-party transactions 143
6. Information on food safety, environment and sustainability, health
and safety, and ethics 144
7. Treasury shares 145
8. Risks 145
9. Statement of directors' responsibility 147
Annual Financial Report
Statement of financial position 149
Comprehensive income statement 150
Statement of changes in equity 151
Statement of cash flows 152
Form and content of the Annual Financial Report 153
Explanatory notes 161
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Composition of the Corporate and Control Bodies
Board of Directors
Alessandro Mutinelli
(Chairman and Chief Executive Officer)
Giorgio Pizzolo
(Deputy Chairman)
Simone Strocchi
Sofia Barbanera
Antonella Lillo
(Independent Director)
Massimiliano Mutinelli
Marta Pizzolo
Board of Statutory Auditors
David Reali
(Chairman of the Board of Statutory Auditors)
Debora Mazzaccherini
(Standing Auditor)
Eugenio Romita
(Standing Auditor)
Independent Auditors
BDO Italy S.p.A.
Euronext Growth Adivisor
Value Track SIM S.p.A.
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Directors' Report on Operations
1. Analysis of the Company's situation, market trends and results of operations
1.1. The company and the Group
From a corporate point of view, in 2023 the Group initiated a significant reorganisation, which
was completed in 2024. This led to (i) the creation of two hubs to cover the various sales
channels and (ii) optimisation of the industrial structure which achieved important synergies
with long-term economic and financial effects, resulting in the following structure:
1) IWB Italy S.p.A. which was born from the merger of Enoitalia S.p.A., Provinco Italia
S.p.A., Barbanera S.r.l., Fossalto S.r.l., and the B2B and production side of Giordano
Vini S.p.A., with the mission of:
(i) develop the Group's B2B business in both the Wholesale and Ho.re.ca
channels, also through the coordination of foreign companies focused on the
presence and growth of the main reference markets;
(ii) ensure production that is flexible with respect to the needs of different brands
and optimised in terms of costs and supply chain efficiency.
The Group's production structure consists of (i) 3 company-owned wineries
located in Calmasino (VR), Montebello (VI) and Cetona (SI) and (ii) 8 bottling lines,
one of which is located in Cetona (SI), 3 in Montebello (VI), 4 in Calmasino (VR).
2) Giordano Wines S.p.A. as a purely commercial company focused on direct sales to
the end-consumer:
(i) through integrated management of all direct contact channels (Direct Mailing,
Teleselling and Web;
(ii) offering personalised delivery and payment services;
(iii) enriching the offer to customers with traditional Italian food products and
complementary products that make the consumer experience even more
attractive.
IWB S.p.A. maintains the management and coordination activity for the Group companies by
holding direct controlling interests in the main companies: Giordano Vini S.p.A., IWB Italia
S.p.A., Enovation Brands Inc., and IWB UK Ltd. (incorporated in 2022 as the Group's exporter
to the British market in compliance with the new regulations that came into force in January
2024 and which require a formal indication of the exporter on the label).
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The following is the corporate organisation chart of the Italian Wine Brands Group.
• IWB Italia S.p.A. was born from the merger, effective 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 side of Giordano Vini
S.p.A.;
• Giordano Vini S.p.A. remains as a company focused on B2C sales.
In addition to organisational simplification, the objective of the demerger was a better focus
on commercial and production activities and the maximisation of business synergies;
• Provinco Deutschland GmbH was put into liquidation in December 2023, as it had been
dormant for years.
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1.2.1 Financial situation of the Parent Company
The situation of IWB S.p.A. at 31 December 2024 shown here represents the separate financial
statements of IWB S.p.A., and presents:
• a profit for the period of Euro 5.8 million (Euro 7.2 million at 31 December 2023);
• net debt – third-party lenders of Euro 112.5 million (Euro 85.7 million at 31 December
2023). The rise is due to the increase in capital in favour of Giordano Vini S.p.A. with a
consequent waiver of intercompany loans for an amount equal to Euro 28.7 million.
The following are summary tables of the financial position and income statement of the Parent
Company.
Reclassified statement of financial position
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Other intangible assets
102 112 119
Goodwill
0 0 0
Tangible assets
61 82 102
Right-of-use assets
497 60 119
Equity investments
292,576 263,904 263,557
Total fixed assets
293,236 264,157 263,897
Inventory
0 0 0
Net trade receivables
1,274 5,800 2,558
Trade payables
(356) (328) (319)
Other assets (liabilities)
(470) 360 3,225
Net working capital
447 5,832 5,464
Payables for employee benefits
(86) (60) (42)
Net deferred and prepaid tax assets (liabiliies)
217 464 32
Other provisions
0 0 0
NET INVESTED CAPITAL
293,814 270,394 269,351
Shareholders' equity
180,416 180,256 174,199
Profit (loss) for the period
5,760 7,204 9,444
Share capital
1,124 1,124 1,124
Other reserves
173,531 171,927 163,630
Non-controlling interests
0 0 0
Net debt - third-party lenders
112,453 85,659 87,384
Deferred price on acquisitions
445 4,405 7,621
Lease liabilities
500 74 146
TOTAL SOURCES
293,814 270,394 269,351
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In relation to the financial situation, it should be noted that:
- at 31 December 2024, the equity investments in subsidiaries consist of Giordano Vini
S.p.A. for Euro 20,856 thousand, IWB Italia S.p.A. for Euro 256,654 thousand and
Enovation Brands Inc. for Euro 15,066 thousand;
- As a result of the merger, effective 1 January 2024, of Provinco Italia S.p.A., Barbanera
S.r.l., Fossalto S.r.l. into Enoitalia S.p.A. which then gave rise to IWB Italia S.p.A., the
amount of the investment corresponds to the sum of the values of the companies
involved in the merger.
As regards the income statement, note that:
- the dividends all refer to the subsidiary IWB Italia S.p.A.;
- costs for services include Euro 755 thousand of fees for the directors (excluding the
effect of the incentive plan), statutory auditors and supervisory bodies and Euro 560
thousand of consultancy fees;
- financial income refers to the interest accrued on the loan granted to Giordano Vini
S.p.A. (Euro 494 thousand) and IWB Italia S.p.A. (Euro 299 thousand); financial
expenses are mainly interest on the bond amounting to Euro 3,490 thousand.
Reclassified Income statement
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
Revenue from sales
2,348 2,472 1,688
Change in inventories
0 0 0
Other income
240 4 121
Total revenue
2,587 2,476 1,809
Purchase costs
0 (3) (1)
Costs for services
(2,114) (2,049) (1,083)
Personnel costs
(1,041) (1,269) (1,123)
Other operating costs
(165) (178) (115)
Operating costs
(3,319) (3,498) (2,322)
Adjusted EBITDA
(732) (1,022) (513)
Write-downs
0 0 0
Depreciation and amortization
(150) (154) (169)
Net releases (accruals) of provision for risks and charges
0 0 0
Adjusted operating result
(882) (1,176) (681)
Net financial income/(expenses)
(2,749) (2,462) (2,777)
Dividends from subsidiaries
10,000 11,360 12,180
EBT
6,370 7,722 8,723
Taxes
583 870 770
Net profit before non-recurring items and related tax effect
6,953 8,593 9,492
Non-recurring items
(1,654) (1,926) (67)
Tax effect of non-recurring charges
461 537 19
Profit/(loss)
5,760 7,204 9,444
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Adjusted book figures at 31 December 2024 (for adjusted gross operating profit and adjusted profit/loss) shown gross of non-recurring costs, for a
total of 1,654 thousand euro attributable to:
1) Management:
i) Personnel costs of Euro 189 thousand for settlements with former employees and related costs;
2) Adjustments:
ii) Costs for personnel and services costs for a total of 1,465 thousand euro (i) relating to the full vesting and assignment of the second
tranche of the 2023-2025 Incentive Plan, representing 20% of the overall value of the plan on achievement of the target profit for
2024 (2024 Adjusted EBITDA equal to at least 50.0 million euro).
Reclassified Income statement
Amounts in €000
Reported
Management adjustments Adjusted
31.12.2024 (1) (2) 31.12.2024
Revenue from sales
2,348 2,348
Change in inventories
0 0
Other income
240 0 240
Total revenue
2,587 0 0 2,587
Purchase costs
0 0
Costs for services
(3,504) 0 1,390 (2,114)
Personnel costs
(1,305) 189 75 (1,041)
Other operating costs
(165) 0 (165)
Operating costs
(4,973) 189 1,465 (3,319)
EBITDA
(2,386) 189 1,465 (732)
Write-downs
0 0
Depreciation and amortization
(150) (150)
Net releases (accruals) of provision for risks and charges
0 0
EBIT
(2,536) 189 1,465 (882)
Net financial income/(expenses)
(2,749) (2,749)
Dividends from subsidiaries
10,000 10,000
EBT
4,716 189 1,465 6,370
Taxes
1,045 (53) (409) 583
Profit/(loss)
5,760 136 1,057 6,953
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1.2.2 Net financial position
The following is a breakdown of net debt at 31 December 2024 compared with the figures at
31 December 2023 and 2022, based on the new format introduced by ESMA Guideline 32-382-
1138 of 4 March 2021”:
Amounts in €000
31.12.2024 31.12.2023 31.12.2022
A. Cash 0 0 0
B. Cash equivalents 7,542 2,043 3,887
C. Other current financial assets 11,492 25,563 23,666
D. Cash and cash equivalents (A) + (B) + (C) 19,034 27,606 27,553
E. Current debt (including financial instruments, but not including current
portion of non-current debt)
0 17 8,019
F. Current portion of non-current debt 90 74 72
G. Current debt (E) + (F) 90 92 8,091
H. Net current debt (G) - (D) (18,944) (27,514) (19,462)
I. Non current debt (excluding current portion and debt instruments)
0 0 0
J. Debt instruments 131,487 131,248 131,018
K. Trade payables and other non-current debts 854 4,405 7,695
L. Non current debt (I) + (J) + (K) 132,342 135,652 138,714
M. Net financial position (H) + (L)* 113,398 108,138 119,251
of which
Deferred price on aquisitions 445 4,405 7,621
Current lease liabilities 90 74 72
Non-current lease liabilities 410 0 74
Net financial position without the effect of IFRS 16 and deferred price on acquisitions*
112,453 103,659 111,484
*The figure doesn't include financial assets towards subsidiaries with a maturity exceeding 12 months.
N. Other non-current financial assets 0 18,000 24,100
O. NFP (included non-current financial assets) (M) - (N) 113,398 90,138 95,151
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2. Significant events
2.1 Significant events during the period
On 1 January 2024 the merger took effect between Provinco Italia S.p.A., Enoitalia S.p.A.,
Barbanera S.r.l. and Fossalto S.r.l., which led to the establishment of IWB Italia S.p.A., the
Group's commercial and industrial hub, with a view to maximising synergies for all activities
in the B2B segment: commercial, production, management and financial.
On 18 March 2024 The Board of Directors of IWB defined the quantitative and qualitative
criteria of materiality of the relationships potentially relevant for the purposes of assessing the
independence of its members (the Materiality Criteria) in compliance with art. 6-bis of the
EGM Regulation currently in force.
On 24 April 2024 Italian Wine Brands S.p.A. announced that the Group's subsidiaries, Giordano
Vini S.p.A. and IWB Italia S.p.A., have communicated to the trade unions their decision to
reorganise their teleselling and production operations at the Valle Talloria site in Diano d'Alba
(Piedmont), run by Giordano Vini S.p.A. and IWB Italia S.p.A. respectively, to optimise
productivity and adapt their respective structures to the changed market conditions:
a) with reference to the teleselling activities, the reorganisation became necessary
following the change in customer purchasing methods, increasingly oriented towards
online, to the detriment of telephone sales. Giordano Vini S.p.A. has long developed
the digital part of its business, while telephone sales have undergone a progressive
downsizing, which makes it economically unsustainable to maintain an internal
organisation dedicated to this and, as such, had to be dismantled: a decision that
became even more necessary and strategic considering the higher efficiency in this
area of the outsourcing model that has already been implemented for years by
Giordano Vini S.p.A. and was pursued further;
b) with reference to production , given the significant external growth achieved in recent
years, the Group decided to concentrate production, arranging for the transfer of the
IWB Italia production personnel operating at Valle Talloria di Diano D'Alba to the
Calmasino di Bardolino (VR) site, with a view to rationalisation and, ultimately, a
reduction in production costs. It will also make production activities and those related
to them more efficient.
The IWB Group has agreed forms of support for the people affected by the reorganisation
with the trade unions. The agreements were signed on 22 May 2024 for Giordano Vini
S.p.A. and on 28 May 2024 for IWB Italia S.p.A.
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On 30 April 2024 the Shareholders' Meeting:
(i) appointed and established the compensation of the Board of Directors, which
will remain in office for three years until the approval of the financial
statements for 2026, in the persons of: Alessandro Mutinelli, Giorgio Pizzolo,
Simone Strocchi, Antonella Lillo (independent director), Sofia Barbanera,
Massimiliano Mutinelli and Marta Pizzolo.
(ii) approved the purchase and disposal of treasury shares pursuant to arts. 2357
and 2357-ter of the Italian Civil Code and art. 132 of the Consolidated Finance
Act, according to the methods proposed in the Directors' Report to provide
the Company with a strategic investment opportunity for any purpose
permitted by the provisions currently in force. This includes the purposes
envisaged in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation,
“MAR”) and in the practices permitted pursuant to art. 13 MAR, where
applicable, including the purchase of treasury shares with a view to their
subsequent cancellation, according to the terms and methods to be decided
by the corporate bodies after cancellation of the resolution adopted by the
Shareholders' Meeting of 27 April 2023 for the part not carried out.
On 16 May 2024 IWB Italia signed a partnership and collaboration agreement with Cantine
Ermes, which with 14 plants in 6 regions represents one of the main cooperative operators in
the transformation of grapes, with a view, on the one hand, to valorisation of its assets at the
Torricella winery and, on the other, to continue raising production efficiency. The agreement,
which took effect on 20 June, provides for: (i) strengthening and expansion of the
collaboration and partnership between IWB and Cantine Ermes for the supply of larger
volumes of wine, produced according to technical specifications and under the supervision of
IWB technicians; (ii) sale of the Torricella plant by IWB Italia to Cantine Ermes.
On 24 May 2024 Italian Wine Brands S.p.A. joined the Prosecco Consortium with the
appointment of its Deputy Chairman Giorgio Pizzolo as a member of the Prosecco DOC Board
of Directors.
On 28 May 2024 Italian Wine Brands S.p.A. strengthened its management structure with the
appointment of Alessandro Vella as the new General Manager.
On 12 September 2024 the boards of directors of Giordano Vini S.p.A. and IWB Italia S.p.A.
approved the partial demerger to transfer the Giordano Vini S.p.A. brand to the beneficiary
IWB Italia S.p.A. The project completes the corporate reorganisation begun in 2023 to improve
operational efficiency and rationalise the business organisation of the companies involved,
making it possible to achieve important synergies. In this context, concentrating the Group's
brands in a single company, IWB Italia, will help to optimise how they are managed with a
view to future development. From an operational standpoint, Giordano will continue to
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benefit from use of the brand through a specific multi-year agreement for the production of
wine that will commence from the Effective Date of the Demerger.
On 15 October 2024 Alessandro Mutinelli, Chairman and CEO of the Group, was appointed a
board member of Unione Italiana Vini, the Italian Association of Wine Companies. This
appointment is an important milestone both for Alessandro Mutinelli, who sees his
commitment and entrepreneurial vision recognised in promoting Italian wine at a national and
international level, and for IWB, which now acquires a prominent role within the most
important representative Association for companies in the wine sector: in fact it has 770
corporate members and represents more than 150,000 winemakers, more than 50% of the
Italian wine turnover and over 85% of the export turnover of Italian wine.
On 17 December 2024 The Board of Directors of Italian Wine Brands S.p.A. decided to propose
to the Shareholders' Meeting the distribution of an extraordinary dividend of Euro 0.5 per
share (gross of legal withholdings and excluding treasury shares) for a total of Euro 4,678,268
(the "Extraordinary Dividend") to be drawn from available reserves formed by retained
earnings. The Board of Directors deemed it appropriate to formulate the proposal for the
distribution of the Extraordinary Dividend on the occasion of the tenth anniversary of the
Company's listing, in consideration of (i) the exceptional growth and value creation achieved
by the Company over the course of these ten years, (ii) recognition of the support always
granted by the shareholders to the development path of IWB, both organically and through
external lines.
2.2 Significant subsequent events
On 28 January 2024 the following were held at the headquarters of the Italian Stock Exchange:
- the shareholders' meeting which coincides with the tenth anniversary of the listing
approved the Board of Directors' proposal to distribute an extraordinary dividend of
Euro 0.5 per share in consideration of the exceptional growth and value creation
achieved by the company over the course of these ten years and recognition of the
shareholders' support for IWB's development path, both organically and through
external lines.
- the event that celebrated the tenth anniversary of the listing in the presence of the
entire Management Team, Directors and Shareholders who were some of the first
investors, for a significant anniversary of the first Italian wine group to be listed on the
Italian Stock Exchange. As tangible recognition for the competence, passion and
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dedication of all its collaborators, the Group paid each employee an extraordinary
bonus of Euro 1,000.
On 18 February 2025 Italian Wine Brands S.p.A. announced that its subsidiary Giordano Vini
S.p.A., through the Italian platform Svinando, an international leader in the online sale of food
and wine products, had launched “Nando”, the first virtual assistant based on artificial
intelligence developed internally to offer a browsing and consulting experience tailor-made to
the needs of its customers. Thanks to an advanced search engine based on AI technology,
“Nando” is able to guide users on broad topics, from the characteristics of the products in the
catalogue, to food/wine pairings, the right occasions to drink a certain wine, and the
customer's budget. This is a genuinely expert guide, capable of understanding and anticipating
the needs of the customer, offering personalised advice with precision and reliability. “Nando”
guarantees quick, accurate and targeted responses, breaks down the barriers between
technology and user, uses a fluid, natural interaction, increasingly close to human language,
giving advice just like a real wine merchant. Svinando is the first Italian e-commerce player in
the world of wine to offer a solution of this kind.
On 26 February 2025 The Board of Directors approved an integration of the incentive plan
with the aim of further strengthening the alignment of the Group's objectives with those of
the management team. It will allow the Group to continue on the path of growth in revenue,
profit margins and cash generation in order to maximise the interests of all stakeholders.
3. Outlook
In 2025, the IWB Group will present itself on the market with:
(i) an integrated organisational structure;
(ii) an efficient production structure with six months of synergies still to be expressed;
(iii) a presence on international markets that makes it possible to seize new
opportunities and to manage risks adequately;
(iv) a financial situation which allows us to tackle both organic and external growth
with confidence.
On the trade front, while carefully monitoring and trying to anticipate the possible effects of
the increase in American tariffs, the Group is continuing with its strategy:
• of developing its Top Brands with a view to a continuous increase in profit margins and
the recovery of private label contracts with levels of profitability in line with Group
standards, as well as to support volumes;
• of more and more positioning in growth markets;
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• of product innovation with the launch of the first IWB-branded dealcoholised products
and products in the “ready to drink” segment on the American market.
On the production and purchasing front:
• the purchasing conditions for the main supplies of raw materials have already
been negotiated;
• further cost reductions are expected for utilities;
all the conditions have therefore been created to achieve even better results than in 2024.
4. Code of Ethics and the Organisational 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, the Whistleblowing procedure
was approved to complete the model. On 13 September 2024, the model was further updated
to adapt it to regulatory changes
5. Related-party transactions
Related-party transactions form part of normal business operations within the typical activity
of the parties concerned and they are regulated at standard conditions.
To summarize:
(i) a commercial lease contract signed on 1 February 2012 by IWB Italia S.p.A. and
Provinco S.r.l. under which Provinco S.r.l. has been leasing the property located in
Via per Marco 12/b, Rovereto (TN) to Provinco Italia S.p.A.; the lease has a
duration of six years (until 31 January 2018) with tacit renewal for the same period
unless notice of cancellation is given 12 months before the expiry date; the agreed
rent is Euro 60 thousand per year, index-linked to ISTAT inflation statistics, plus
VAT. For 2024 the rent came to Euro 69,837.62;
(ii) a service contract with Electa S.p.A. involving investor relations support for an
annual amount of Euro 40 thousand.
These relationships are regulated at market conditions.
The Parent Company IWB has adopted and follows the Procedure for Related-Party
Transactions in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.
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6. Information on environment, safety and personnel
HEALTH AND SAFETY
The Group, which owns industrial properties intended for production purposes, has
implemented the Risk Assessment Document required by law on workplace safety.
This document provides for an analysis of the risks present in the company, both for the type
of work that it performs and for the place where its operations are located; the measures taken
to minimise the risks are then identified, along with those still to be taken and those needed
to maintain an adequate level of safety. Lastly, the time-frames needed to implement the
residual measures are identified.
The way in which work is carried out was considered in the risk analysis without specific risk
situations being identified. The topic is always under control in the periodic updates of these
documents.
The Risk Assessment Documents, as well as the Emergency Plans and the Floor Plans with
safety signs and escape routes are periodically updated.
During 2024, constant health surveillance 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
workers, in full compliance with the relevant regulatory framework.
GROUP STAFF
The specific and average number by category as of 31 December 2024, 31 December 2023 and
31 December 2022 is shown below.
No. at Average no. No. at Average no. No. at Average no.
31.12.2024 31.12.2024 31.12.2023 31.12.2023 31.12.2022 31.12.2022
Managers 7 7 7 8 8 8
Middle managers 20 20 20 21 23 23
Office workers 182 194 211 210 202 205
Factory workers 128 134 138 141 140 144
Total
337 355 376 380 373 379
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7. Treasury shares
At 31 December 2024, the Parent Company holds 104,297 of its own ordinary stock as treasury
shares, representing 1.10% of the ordinary share capital. During 2024:
- 76,613 treasury shares were bought;
- 37,575 shares were assigned.
8. Risks
The Company is mainly exposed to risks from exchange rate and interest rate fluctuations,
credit risk and liquidity risk.
Risks from exchange rate fluctuations
Foreign exchange risk is the risk that the value of a financial asset or liability will change as a
result of changes in exchange rates.
With regard to this risk, the strategy adopted is aimed at minimising the impact of changes in
exchange rates on the income statement and provides for hedging the risk deriving from
financial positions denominated in currencies other than the reporting currency, if this is
deemed necessary.
Based on the above, the exchange rate fluctuations that took place during the period did not
have any significant impact on the financial statements.
Risks from interest rate fluctuations
Given that the Company's debt is mainly fixed interest, it follows that it is not significantly
exposed to the risk of interest rate fluctuations. The evolution of interest rates is still
monitored by the Company and, depending on how they evolve, hedging of any interest rate
risk may be considered.
Price risk
Price risk is the possibility that the value of a financial asset or liability could vary as a result of
changes in market prices (other than those relating to currencies and interest rates).
This risk is typical of financial assets not listed on an active market, which cannot always be
realised quickly for an amount close to their fair value.
Given the size of existing investments, this risk is not significant and is therefore not hedged.
Credit risk
Credit risk is the possibility that the issuer of a financial instrument might fail to meet their
obligation and cause a financial loss to the subscriber.
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Credit risk arises from sales made in the course of ordinary business activities and from the use
of financial instruments that envisage the settlement of positions with the counterparty.
As regards commercial transactions, the Company operates exclusively with Group entities.
As regards financial transactions, these are carried out with Group companies and leading
financial institutions of large size and high creditworthiness, whose rating is monitored in order
to limit the risk of insolvency of the counterparty.
Liquidity risk
Liquidity risk can arise from an inability to obtain the financial resources needed for the
Company's operations at reasonable conditions. The two main factors that influence the
Company's liquidity are:
- the financial resources generated or absorbed by operating or investing activities;
- the timing of debt maturities.
The Company finances its activities both through cash flows generated by operations and
through the use of external sources of finance. It is therefore exposed to liquidity risk,
represented by the fact that financial resources may not sufficient to meet financial and
commercial obligations within the pre-established terms and deadlines. The Company's cash
flows, financing requirements and liquidity are kept under control by considering the maturity
of financial assets (trade receivables and other financial assets) and the expected cash flows
from the related transactions. The Company has both secured and unsecured lines of credit,
consisting of revocable short-term lines in the form of hot loans, overdrafts and endorsement
credit.
The Company has a long-term debt structure that is exposed to interest rate risk, as explained
in the notes:
As regards exposure related to trade payables, there is no significant concentration of
suppliers.
Management believes that the funds generated by operating and financing activities will allow
the Company to meet its requirements arising from investing activities, working capital
management and debt repayment as they become due.
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9. Statement of Directors' Responsibility
The directors are responsible for preparing the annual report and financial statements in
accordance with applicable laws and regulations. The Directors must 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 Group's profit or loss for that
period. The Directors have elected to prepare the financial statements of the Group and of the
Holding Company in accordance with International Financial Reporting Standards (IFRS). In
preparing the financial statements, the Directors are required to:
– identify suitable accounting policies and apply them consistently;
– make reasonable and prudent judgements and estimates;
– certify that the financial statements comply with the IFRS adopted by the European Union;
and
– prepare the financial statements on a going-concern basis, unless it is inappropriate to
assume that the Group will continue in business.
The Directors are responsible for ensuring that the Company keeps adequate accounting
records which explain and record the Company's transactions in a correct manner, enabling its
assets, liabilities, financial position and profits or losses to be determined at all times with
reasonable accuracy and ensuring that the financial statements are prepared in accordance
with the IFRS adopted by the European Union.
The Directors are also responsible for safeguarding the Company's assets and therefore for
taking reasonable measures 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 Italianwinebrands.it.
Legislation governing the preparation and dissemination of financial statements may differ
from the legislation of other jurisdictions. In accordance with the Central Bank's Rules (Conduct
of Investment Markets), the Directors are required to prepare a report on operations that
contains a fair analysis of the business and a description of the main risks and uncertainties
that the Group faces. Furthermore, the directors are required, under applicable law and the
Listing Rules issued by Euronext Dublin, to prepare a Directors' Report and a Corporate
Governance Report.
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 2024 have
been prepared in accordance with the IFRS adopted by the European Union. They
provide a true and fair view of the financial position of the Group and of the companies
included in the consolidation, taken as a whole, and of the profit for the year;
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- the Company's financial statements, drawn up in accordance with the IFRS adopted by
the European Union, provide a true and fair view of the Company's financial position
and assets at 31 December 2024;
- the Directors' Report on pages 132-137 includes a fair analysis of the business
performance for the year ended 31 December 2024 and of the financial position of the
Company and the Group at the end of the year;
- the Risk Management Report provides a description of the main risks and uncertainties
at the end of the financial year that could affect the future performance of the
Company and the Group; and
- the Annual Report and the Consolidated Financial Statements, taken as a whole,
provide the information necessary for shareholders to evaluate the situation and
performance of the Company and the Group, the business model and the strategy and
are fair, balanced and comprehensible.
Alessandro Mutinelli
Chairman and Chief Executive Officer
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Statement of financial position
Note
31.12.2024 31.12.2023
Amounts in EUR
Non-current assets
Intangible assets
5 101,923 111,796
Land, property, plant and equipment
6 61,439 81,722
Right-of-use assets
6 B 497,163
59,535
Equity investments
7 292,575,718 263,904,359
Other non-current assets
18,750 18,750
Non-current financial assets
8 - 18,000,000
Deferred tax assets
9 217,127 493,516
Total non-current assets
293,472,120 282,669,677
Current assets
Trade receivables
10 1,273,525 5,800,317
Other current assets
12 7,798,112 2,718,358
Current tax assets
11 128,097 617,131
Current financial assets
13 11,492,084 25,563,191
Cash and cash equivalents
14 7,541,914 2,042,904
Total current assets
28,233,732 36,741,900
Total assets 321,705,851 319,411,578
Shareholders’ equity
Share capital 1,124,468 1,124,468
Reserves 134,144,337 135,102,908
Reserve for defined benefit plans (13,355) (2,435)
Reserve for stock grants 794,385 789,694
Profit (loss) carried forward 38,605,800 36,037,059
Net profit (loss) for the period 5,760,419 7,204,028
Total shareholders’ equity 15 180,416,055 180,255,722
Non-current liabilities
Financial payables
16 131,932,085 135,652,310
Lease liabilities
16 409,632 -
Provision for other employee benefits
17 85,981 59,576
Provisions for future risks and charges
- -
Deferred tax liabilities
9 - 29,418
Other non-current liabilities
- -
Total non-current liabilities 132,427,697 135,741,304
Current liabilities
Financial payables
16 130 17,470
Lease liabilities
16 90,326 74,167
Trade payables
18 356,303 328,180
Other current liabilities
19 3,957,213 2,850,845
Current tax liabilities
20
4,458,125 143,890
Total current liabilities 8,862,099 3,414,552
Total shareholders’ equity and liabilities 321,705,851 319,411,578
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Comprehensive income statement
Note
31.12.2024 31.12.2023
Amounts in EUR
Revenue from sales 21 2,347,517 2,471,513
Other income 21
239,879 4,265
Total revenue 2,587,396 2,475,778
Purchase costs 22
- (2,708)
Costs for services 23 (3,503,769) (3,792,933)
Personnel costs 24 (1,305,046) (1,450,166)
Other operating costs 25
(164,528) (177,734)
Operating costs (4,973,342) (5,423,541)
EBITDA (2,385,946) (2,947,763)
Depreciation and amortization 5 , 6
(149,675) (154,456)
Operating profit/(loss) (2,535,621) (3,102,219)
Financial income 10,822,456 12,547,166
Borrowing costs
(3,571,292) (3,648,373)
Net financial income/(expenses) 26
7,251,164 8,898,793
EBT
4,715,543 5,796,574
Taxes 27 1,044,876 1,407,454
(Loss) Profit from discontinued operations
- -
Profit (loss) (A) 5,760,419 7,204,028
Attributable to:
Non-controlling interests - -
Group profit (loss)
5,760,419 7,204,028
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 (10,919) (7,505)
Tax effect of Other profit/(loss) - -
Total other profit/(loss), net of tax effect (B) (10,919) (7,505)
Total comprehensive profit/(loss) (A) + (B) 5,749,500 7,196,523
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Statement of changes in equity
Amounts in Euro
Share capital Capital reserves
Reserve for stock
grants
Reserve for defined
benefit plans
Retained earnings Total
Balance at 1 January 2023 1,124,468 136,087,565 - 5,070 36,981,989 174,199,092
Increase in capital -
Purchase of treasury shares (984,657) (984,657)
Sale of treasury 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
Increase in capital -
Purchase of treasury shares (1,666,343) (1,666,343)
Sale of treasury shares -
Dividends (4,713,414) (4,713,414)
Stock grants 692,132 4,691 97,562 794,385
Legal reserve 15,641 (15,641) -
Reclassification and other changes (0) (3,795) (3,795)
Total comprehensive profit/ (loss) (10,919) 5,760,419 5,749,500
Balance at 31 December 2024 1,124,468 134,144,337 794,385 (13,355) 44,366,219 180,416,055
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Statement of cash flows
Amounts in Euro
Notes 31.12.2024 31.12.2023
Profit (loss) before taxes 4,715,543 5,796,574
Adjustments for:
- non-monetary items - stock grant - -
- increases in the provision for bad and doubtful accounts, net of utilisations - -
- non-monetary items - provisions / (releases) - -
- non-monetary items - amortisation/depreciation 149,675 154,456
Adjusted profit (loss) for the period before taxes 4,865,218 5,951,030
Cash flow generated by operations
Income tax paid 0 (461,176)
Other financial (income)/expenses without cash flow 3,489,590 3,479,355
Total 3,489,590 3,018,179
Changes in working capital
Change in trade receivables 4,526,792 (3,242,419)
Change in trade payables 28,123 9,604
Change in inventories - -
Change in other receivables and payables 1,871,912 4,733,889
Other changes - -
Change in post-employment benefits and other provisions 15,485 10,032
Change in other provisions and deferred taxes 246,971 (432,416)
Total 6,689,284 1,078,690
Cash flow from operations (1) 15,044,093 10,047,899
Capital expenditure:
- Tangible - -
- Intangible (31,458) (67,353)
- Financial - (347,726)
Cash flow from investment activities (2) (31,458) (415,079)
Financial assets
Long-term borrowings/ (repayments) - Bond (3,250,000) (3,250,000)
Short-term borrowings (paid) - -
Long-term borrowings/ (repayments) - Bond - -
Collections / (repayments) revolving loan - -
Collections / (repayments) other financial payables - (8,000,000)
Change in other financial assets 3,429,203 4,203,011
Change in other financial liabilities (4,103,661) (3,290,066)
Purchase of treasury shares (1,666,343) (984,657)
Sale of treasury shares - -
Dividends paid (4,713,414) (944,930)
Cash increases in capital - -
Change in reserve for stock grants 794,385 789,694
Change in valuation reserve - -
Other changes in shareholders equity (3,795) (0)
Cash flow from financing activities (3) (9,513,624) (11,476,948)
Cash flow from continuing operations 5,499,010 (1,844,128)
Change in cash and cash equivalents (1+2+3) 5,499,010 (1,844,128)
Cash and cash equivalents at beginning of period 2,042,903 3,887,031
Cash and cash equivalents at end of period 7,541,914 2,042,903
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FORM AND CONTENT OF THE FINANCIAL REPORT
Introduction
These Separate Financial Statements at 31 December 2024 have been prepared in compliance
with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB) and endorsed by the European Union. IFRS also includes
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 before that the Standing
Interpretations Committee (SIC). They have been drawn up in accordance with the Issuers
Regulations of the Euronext Growth Milan Market (EGM).
1 Basis of presentation
The Separate Financial Statements at 31 December 2024 consist of the Statement of Financial
Position, the Comprehensive Income Statement, the Statement of Changes in Net Equity, the
Statement of Cash Flows and the Explanatory Notes, and are accompanied by the Directors'
Report on the results of operations.
The format used for the Statement of Financial Position distinguishes current and non-current
assets and liabilities.
The components of profit or loss for the year are included directly in the Statement of
Comprehensive Income. The income statement format adopted classifies costs by nature.
The Statement of Changes in Shareholders' Equity includes transactions with the owners of
capital and movements in reserves during the year.
In the Statement of Cash Flows, the financial flows deriving from operations are presented
using the indirect method, whereby the profit or loss for the year is adjusted by the effects of
non-monetary transactions, any deferral or provision of previous or future operating receipts
or payments, and any elements of revenue or costs connected to the financial flows deriving
from investing or financial activity.
The schedules making up the Statement of Financial Position, the Comprehensive Income
Statement, the Statement of Changes in Net Equity and the Statement of Cash Flows are
presented in Euro; the figures shown in the notes are expressed in thousands of Euro.
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2. Basis of preparation
2.1 Accounting policies
The separate consolidated financial statements have been drawn up on a going-concern basis
with the Euro as the presentation currency; amounts are rounded to the nearest whole
number, as are those mentioned in the notes, unless indicated otherwise.
The basis of preparation adopted in preparing these separate financial statements is that of
cost, except for derivatives which are measured at fair value.
As regards details of the accounting policies, unless otherwise indicated, the policies followed
for the separate financial statements are the same as those explained in a specific section of
the Group's consolidated financial statements, to which reference should be made.
Information on the main risks and uncertainties has been summarised in the directors' report.
Equity investments
Subsidiaries are those companies over which the Company has autonomous power to make
strategic decisions in order to reap the benefits. Generally speaking, control is presumed to
exist when one holds, directly or indirectly, more than half of the voting rights that can be
exercised at an ordinary general meeting, also considering any so-called potential votes, i.e.
voting rights deriving from convertible instruments.
Investments in subsidiaries and associates are measured at purchase cost, reduced in the event
of a distribution of capital or capital reserves or in the presence of impairment losses.
If the conditions for a prior-year write-down no longer exist, the carrying amount of the
investment is written up through the income statement, up to a maximum of the original cost.
Measuring fair value
As regards financial instruments measured at fair value, the classification of these instruments
is reported below on the basis of the hierarchy provided for in IFRS 13, which reflects the
significance of the inputs used in determining fair value. The fair value hierarchy consists of
the following levels:
Level 1 – unadjusted quotes from an active market for the assets or liabilities being measured;
Level 2 – inputs other than the quoted prices referred to in the previous point, which are
observable on the market, either directly (as in the case of prices) or indirectly (i.e. being
derived from prices);
Level 3 – inputs that are not based on observable market data.
At 31 December 2024, no assets or liabilities held by the Company are measured at fair value.
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2.2 Accounting judgements and estimates
Preparing separate financial statements and the notes in application of IFRS requires
management to make estimates and assumptions that have an effect on the quantification of
revenue, costs, assets and liabilities recorded in the financial statements and on the disclosure
of contingent assets and liabilities at the reporting date. The estimates and assumptions used
are based on experience, other factors considered relevant and the information available at
the time. The actual results may therefore differ from these estimates. Estimates and
assumptions can 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 is revised. The main estimates, for which the use of
subjective assessments by management is most frequent, are typically used in:
• acquisitions of companies and related determination of fair values for the purpose of
identifying the value of goodwill,
• definition of the useful life of fixed assets and the related depreciation;
• in making provisions for risks, in particular, the assessments involve determining the
degree of probability that the conditions that could lead to a financial outlay will occur,
as well as quantifying the amount concerned;
• calculation of taxes and deferred tax assets, recognition of which depends on the
Group's taxation prospects resulting from the expected profitability forecast in its
business plans and the tax consolidation; ⋅
• verification of the ability of tangible and intangible assets, equity investments and
goodwill to maintain their value. As regards the estimate of value in use, this
verification is based on financial plans that have been drawn up on a set of
assumptions and hypotheses of future events that will not necessarily occur. Choosing
a discount rate is also based on assumptions;
• defined benefit pension plan – actuarial assumptions:
• Determining the lease term for certain lease agreements in which the Group is a
lessee, even if the Company is reasonably certain to exercise the options reserved for
lessees; the interest rate for rent.
At the reporting date (31 December 2024), no further impacts are expected beyond those
represented in the income statement, the statement of financial position and the cash flow
statement.
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3. Risks
The Company is mainly exposed to risks from exchange rate and interest rate fluctuations,
credit risk and liquidity risk.
Risks from exchange rate fluctuations
Foreign exchange risk is the risk that the value of a financial asset or liability will change as a
result of changes in exchange rates.
With regard to this risk, the strategy adopted is aimed at minimising the impact of changes in
exchange rates on the income statement and provides for hedging the risk deriving from
financial positions denominated in currencies other than the reporting currency, if this is
deemed necessary.
Based on the above, the exchange rate fluctuations that took place during the period did not
have any significant impact on the financial statements.
Risks from interest rate fluctuations
Given that the Company's debt is mainly fixed interest, it follows that it is not significantly
exposed to the risk of interest rate fluctuations. The evolution of interest rates is still
monitored by the Company and, depending on how they evolve, hedging of any interest rate
risk may be considered.
Price risk
Price risk is the possibility that the value of a financial asset or liability could vary as a result of
changes in market prices (other than those relating to currencies and interest rates).
This risk is typical of financial assets not listed on an active market, which cannot always be
realised quickly for an amount close to their fair value.
Given the size of existing investments, this risk is not significant and is therefore not hedged.
Credit risk
Credit risk is the possibility that the issuer of a financial instrument might fail to meet their
obligation and cause a financial loss to the subscriber.
Credit risk arises from sales made in the course of ordinary business activities and from the use
of financial instruments that envisage the settlement of positions with the counterparty.
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As regards commercial transactions, the Company operates exclusively with Group entities.
As regards financial transactions, these are carried out with Group companies and leading
financial institutions of large size and high creditworthiness, whose rating is monitored in order
to limit the risk of insolvency of the counterparty.
Liquidity risk
Liquidity risk can arise from an inability to obtain the financial resources needed for the
Company's operations at reasonable conditions. The two main factors that influence the
Company's liquidity are:
- the financial resources generated or absorbed by operating or investing activities;
- the timing of debt maturities.
The Company finances its activities both through cash flows generated by operations and
through the use of external sources of finance. It is therefore exposed to liquidity risk,
represented by the fact that financial resources may not sufficient to meet financial and
commercial obligations within the pre-established terms and deadlines. The Company's cash
flows, financing requirements and liquidity are kept under control by considering the maturity
of financial assets (trade receivables and other financial assets) and the expected cash flows
from the related transactions. The Company has both secured and unsecured lines of credit,
consisting of revocable short-term lines in the form of hot loans, overdrafts and endorsement
credit.
The Company has a long-term debt structure that is exposed to interest rate risk, as explained
in the notes:
As regards exposure related to trade payables, there is no significant concentration of
suppliers.
Management believes that the funds generated by operating and financing activities will allow
the Company to meet its requirements arising from investing activities, working capital
management and debt repayment as they become due.
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4. Accounting policies
4.1 Accounting standards and interpretations effective from 1 January 2024
Accounting standards and interpretations effective from 1 January 2024:
• Amendments to IAS 1 - Presentation of Financial Statements - Classification of
Liabilities as Current or Non-Current
The amendments clarify the criteria that have to be applied for the classification of
liabilities as current or non-current. They specify that classification of a liability is not
affected by the probability that settlement of the liability will be postponed for twelve
months after the reporting period. The Group's intention to liquidate the liability in the
short term has no impact on the classification.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 1 - Presentation of Financial Statements – Non-Current Liabilities
with covenants
These amendments specify that covenants to be met after the reporting date do not affect
the classification of debt as current or non-current at the reporting date. Instead, the
amendments require the company to provide information about such covenants in the
notes to the financial statements.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
These amendments clarify 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 lease
contract, the seller-lessee determines the "lease payments" and the "revised lease
payments" in such a way as not to recognize gains or losses that relate to the right of use
that it retains.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 7– Statement of Cash Flows and IFRS 7 – Financial Instruments:
Disclosures – Supplier Finance Arrangements
These amendments introduce new disclosure requirements to improve the transparency
of information provided in relation to supplier financing arrangements, in particular with
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regard to the effects of such arrangements on the entity's liabilities, cash flows and
liquidity risk exposure.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
• Amendments to IAS 12– Income Tax: International Tax Reform – Pillar Two Model
Rules
These amendments provide a temporary exemption from the accounting for deferred
taxes arising from the application of the new European tax rules (the so-called “GloBE
rules”) for implementation of the Global Minimum Tax introduced by the Organisation for
Economic Co-operation and Development (OECD). The OECD published the Pillar Two
Model Rules in December 2021 to ensure that large multinational corporations are subject
to a minimum tax rate of 15%. In addition to the above exemption, the amendments
provide for the publication of disclosures aimed at helping investors better understand the
impact on income taxes resulting from the reform.
These changes did not have any impact on the disclosures made regarding the accounting
policies applied in the Group's consolidated financial statements.
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 Policies, 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 at 31 December 2024 and therefore not applicable, and the
foreseeable impacts on the consolidated financial statements are indicated below.
None of these standards and interpretations have been adopted early by the Group.
• Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: lack of
exchangeability
These changes clarify when a currency is exchangeable for another currency and, hence,
when it is not. When one currency is not exchangeable for another, these changes define
how the exchange rate to be applied is determined. The amendments also clarify the
information that must be provided when a currency is not exchangeable.
These changes, which came into force on 1 January 2025, were approved by the European
Union on 14 November 2024. The impacts of these changes on the Group's consolidated
financial statements are currently being analysed.
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• IFRS 18 Presentation and Disclosure in Financial Statements
The new standard introduces three sets of new requirements to improve reporting of
companies' financial performance and provide investors with a better basis for analysing
and comparing companies: better comparability in the income statement, greater
transparency of performance measures defined by management and more useful grouping
of information in the financial statements. IFRS 18 replaces IAS 1 Presentation of Financial
Statements, was issued on 9 April 2024 and will be effective for annual periods beginning
on or after 1 January 2027, but companies will be able to apply it earlier. Further
investigations are underway into any impacts on financial reporting.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
The new standard is dedicated to subsidiaries of entities that prepare consolidated
financial statements in accordance with IFRS; according to certain requirements, such
entities, in their own financial statements, will be able to provide a lower level of disclosure
that is more suited to the needs of the users of their financial statements. IFRS 19
Subsidiaries without Public Accountability: Disclosure was issued on 9 May 2024, will be
effective for annual periods beginning on or after 1 January 2027 and has not yet been
endorsed. No impacts on the consolidated financial statements of the Group are expected
from adoption of this standard.
• Amendments to IFRS 9 and IFRS 7 - amendments to the classification and measurement
of financial instruments
The proposed amendments relate to:
- settlement of financial liabilities using an electronic payment system;
- assessment of the characteristics of the contractual cash flows of financial assets,
including those with environmental, social and governance (ESG) characteristics.
The document also proposes changes or additions to the disclosure requirements for:
- investments in equity instruments designated at fair value through other
comprehensive income;
- financial instruments with contractual terms that could change the timing or amount
of contractual cash flows based on the occurrence (or non-occurrence) of a contingent
event.
The amendments to IFRS 9 and IFRS 7 were issued on 30 May 2024 and have not yet been
endorsed.
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Notes
5. Intangible assets
Intangible assets refer almost entirely to the Group's IT infrastructure. The changes are shown
below:
Amounts in €000
INTANGIBLE ASSETS
Net carrying amount
Net carrying amount 01.01.2024 increases decreases
depreciation/amor
tization
reclassifications 31.12.2024
Trademarks & patents - - - - - -
Software 112 31 - (41) - 102
Start-up costs - - - - - -
Other intangible assets - - - - - -
Intangible assets in course of formation and advances
- - - - - -
Net carrying amount of intangible assets 112 31 - (41) - 102
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162 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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6. Land, buildings, plant and machinery
The change in tangible fixed assets is shown below:
The increases in 2024 are for the renewal of the rental contract for the Milan offices.
Amounts in €000
PROPERTY, PLANT AND EQUIPMENT
Gross amount
Historical cost
01.01.2024 increases decreases
reclassifications/ot
her changes
increases through
business
combinations
31.12.2024
Land and buildings
- - - - - -
Plant and machinery
83 - - - - 83
Equipment
- - - - - -
Other
80 - - - - 80
Tangible assets under construction and advances
- - - - - -
Right-of-use assets
327 468 - 113 - 908
Total historical cost
491 468 - 113 - 1,072
PROPERTY, PLANT AND EQUIPMENT
Accumulated amortization
Accumulated amortization
01.01.2024
depreciation/amor
tization
decreases other changes
increases through
business
combinations
31.12.2024
Land and buildings
- - - - - -
Plant and machinery
(40) (10) - - - (50)
Equipment
- - - - - -
Other
(42) (10) - - - (52)
Tangible assets under construction and advances
- - - - - -
Right-of-use assets
(268) (88) - (55) - (411)
Total accumulated depreciation
(350) (108) - (55) - (513)
PROPERTY, PLANT AND EQUIPMENT
Net amount
Net carrying amount 01.01.2024 increases decreases
depreciation/amor
tization
other changes 31.12.2024
Land and buildings
- - - - - -
Plant and machinery
43 - - (10) - 33
Equipment
- - - - - -
Other
38 - - (10) - 28
Tangible assets under construction and advances
- - - - - -
Right-of-use assets
60 468 - (88) 58 497
Total net carrying amount
141 468 - (108) 58 559
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163 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
163 |
6 B. Right-of-use assets
The change in right-of-use assets broken down by underlying type of asset with comparative
figures at 31 December 2023 is shown below:
The financial items relating to existing leasing contracts are shown below, broken down by
type and with comparative figures at 31 December 2023:
- short-term and long/medium-term residual lease liabilities;
- total financial outflows.
Amounts in €000
Net carrying amount 01.01.2024 increases
depreciation/amort
ization
other changes 31.12.2024
Land and buildings
59 468 (60) 468
Plant and machinery
- - -
Equipment
- - -
Other
- (29) 58 29
Total net carrying amount
59 468 (88) 58 497
Amounts in €000
Net carrying amount 01.01.2023 incrementi ammortamenti altre variazioni 31.12.2023
Land and buildings
119 (60) - 59
Plant and machinery
- - - -
Equipment
- - -
Other
- - - -
Total net carrying amount
119 - (60) - 59
31.12.2024
Amounts in €000
Net carrying amount Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Cash Out
Land and buildings
(72) (312) (84) (75)
Plant and machinery
- -
Equipment
- -
Other
(18) (14) - (30)
Total net carrying amount
(90) (326) (84) (105)
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164 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
164 |
The following shows the interest expense charged to the income statement on the lease
liabilities compared with 31 December 2024:
Lastly, please note that:
- the leasing costs of low-value assets charged to the income statement amount to Euro
14 thousand (Euro 36 thousand at 31 December 2023);
- the costs relating to variable payments due for the lease not included in the valuation
of the lease liabilities amount to Euro 24 thousand (Euro 46 thousand at 31 December
2023).
31.12.2023
Amounts in €000
Net carrying amount Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Cash Out
Land and buildings
(74) - (75)
Plant and machinery
- -
Equipment
- -
Other
- -
-
Total net carrying amount
(74) - - (75)
Amounts in €000
Interest 31.12.2024 31.12.2023
Land and buildings
(1) (3)
Plant and machinery
- -
Equipment
- -
Other
(5) -
Total net carrying amount
(6) (3)
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165 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
165 |
7. Equity investments
Investments are detailed below:
At 31 December 2024, the Group verified that the present value of the flows, estimated by
each company for the explicit plan horizon and valued with a g rate of 2 for the Terminal Value,
was at least equal to the carrying amount of the investment.
8. Non-current financial assets
These referred to the medium-term loans granted to Giordano Vini S.p.A.; during 2024 the
company waived this funding following the increase in capital in favour of Giordano Vini S.p.A.
Amounts in Euro
Country
31.12.2024 31.12.2023
Giordano Vini SpA Italy 20,855,864 32,822,790
Provinco SpA Italy - 21,433,193
Iwb Italia SpA Italy 256,654,306 151,225,103
Enovation Brands Inc USA 15,065,547 15,065,547
Barbanera S.r.l. Italy - 41,357,726
Fossalto S.r.l. Italy - 2,000,000
Italian Wine Brands Uk Ltd UK 1 1
Total 292,575,718 263,904,359
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166 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
166 |
9. Deferred tax assets and liabilities
Deferred taxation arises from the following temporary differences:
10. Trade receivables
Trade receivables from subsidiaries at 31 December 2024 and 31 December 2023 are detailed
below:
Amounts at 31 December 2024
Amounts in €000
Description Tax base Tax rate Balance
Remuneration of directors
905 24.00% 217
Total deferred tax assets 217
Description
Exchange rate adjustment
- 24.00% -
Total provision for deferred taxes -
Amounts at 31 December 2023
Amounts in €000
Description Imponibile Aliquota Saldo
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 in €000
31.12.2024 31.12.2023
Trade receivables 1,274 5,800
Provision for bad and doubtful accounts
0 0
Total 1,274 5,800
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167 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
167 |
11. Current tax assets
Tax credits at 31 December 2024 and 31 December 2023 are detailed below:
The decrease in IRES credits is due to use of the previous year's credit to offset tax payables.
12. Other current assets
Other current assets at 31 December 2024 and 31 December 2023 are detailed in the following
table:
Effective from 2016, the Parent Company (together with its subsidiaries Giordano Vini S.p.A.
and Provinco Italia S.p.A.) opted for the national tax consolidation regime for IRES.
Participation in the tax consolidation is governed by specific rules which remain in force for the
entire period of the option.
The economic relationships of the tax consolidation can be summarized as follows:
- in years when there is taxable income, the subsidiaries pay the Consolidating Company
the higher amount of tax that it owe the Treasury;
- consolidated companies with taxable losses receive compensation from the Parent
Company for 100% of the tax savings achieved at Group level on an accrual basis. The
compensation is only paid when it is actually used by the Parent Company, either for
itself 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 continuation of
the national consolidation cease to exist before the three-year period of the option
Amounts in €000
31.12.2024 31.12.2023
VAT receivables 72 0
IRAP receivables 56 56
IRES receivables 0 561
Total 128 617
Amounts in €000
31.12.2024 31.12.2023
Others 7,742 2,455
Advances to suppliers 19 92
Accrued income and prepaid expenses 37 172
Total 7,798 2,718
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168 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
168 |
expires, the carry-forward losses resulting from the tax return are attributed to the
consolidating company or entity.
IWB Italia S.p.A. became part of the Group consolidation from the tax return as of 31 December
2023.
The item "Others" mainly includes the tax consolidation credit versus IWB Italia S.p.A.
8-13. Current and non-current financial assets
Financial assets at 31 December 2024 and 31 December 2023 are detailed in the following
table:
The shareholder loan to Giordano Vini was converted into capital during 2024.
Amounts in €000
31.12.2024
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Refund on Acquisitions 492 - - 492
Financial credit vs CFO (Buy-back) (0) - - (0)
Total other lenders 492 - - 492
Giordano Vini - - - -
Provinco - - - -
Enoitalia 11,000 - - 11,000
Total loans to subsidiaries 11,000 - - 11,000
Shareholder loans to Giordano Vini - - - -
Total shareholder loans to subsidiaries - - - -
Total 11,492 - - 11,492
Amounts in €000
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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169 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
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14. Cash and cash equivalents
Cash and cash equivalents at 31 December 2024 and 31 December 2023 are detailed in the
following table:
15. Shareholders' equity
The Company's shareholders' equity is made up as follows:
Share capital
At 31 December 2024, the share capital of Italian Wine Brands amounts to Euro 1,124,468
divided into 9,459,983 ordinary shares without par value.
Reserves
The share premium reserve was generated by the listing, which took place in 2015; it then rose
in 2021 due to the increase in capital described in the previous paragraph.
The reserve for defined benefit plans is generated by the actuarial gains and losses that
accumulate on remeasurement of the provision for severance indemnities pursuant to IAS 19.
Amounts in €000
31.12.2024 31.12.2023
Bank deposits 7,542 2,043
Total 7,542 2,043
Amounts in Euro
31.12.2024 31.12.2023
Share capital 1,124,468 1,124,468
Legal reserve 224,894 209,253
Share premium reserve 136,137,071 136,137,072
Reserve for actuarial gains on defined benefit plans (13,355) (2,435)
Reserve for stock grants 794,385 789,694
Reserve for the purchase of treasury shares (2,217,628) (1,243,417)
Prior year profits/(losses) 38,605,800 36,037,059
Profit/(loss) for the period 5,760,419 7,204,028
Total reserves 179,291,587 179,131,253
Total shareholders’ equity 180,416,055 180,255,722
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170 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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At 31 December 2024, the Parent Company holds 104,297 ordinary shares, representing 1.10%
of the outstanding ordinary share capital.
The Ordinary Shareholders' Meeting of IWB held on 27 April 2023 approved, pursuant to art.
114-bis of Legislative Decree no. 58/1998, the new incentive plan called “2023-2025 Incentive
Plan of IWB S.p.A.” intended for those who hold the position of CEO of IWB or of companies
directly or indirectly controlled by IWB pursuant to art. 2359 of the Italian Civil Code or in any
case subject to the management and coordination of IWB, as well as other resources deemed
key for particular responsibilities and/or skills, including managers and employees of the
Company or its subsidiaries. The Plan provides that the subjects identified by the Board of
Directors among the recipients of the Plan in compliance with the provisions of the "Procedure
for transactions with related parties" adopted by IWB, where applicable, will be assigned free
of charge rights which (if vested on fulfilment of the conditions, as well as in the manner and
terms set out in the Plan) grant the right to receive, again free of charge, a bonus which will be
paid 50% in the form of ordinary shares held by the Company as treasury shares, and for the
other 50% through the assignment of so-called phantom shares to be paid in cash. For further
information on the Plan, please refer to the Explanatory Report of the Board of Directors
pursuant to art. 114-bis of the CFA, and to the related Information Document drawn up
pursuant to art. 84-bis of Consob Regulation no. 11971/1999, available on the Company's
website (www.italianwinebrands.it, section Investors / Financial Documents / Report-General
Meetings) as well as on the Borsa Italiana website (www.borsaitaliana.it). The company
measures achievement of the objective that determines the assignment of rights on an annual
basis and, in accordance with the provisions of the Information Document and the Regulation
(approved by the Board of Directors on 5 July 2023), in the event of total or partial achievement
of the objective, sets aside:
(a) the ordinary shares pertaining to the year, valuing them at the “market price on the grant
date” namely 5 July 2023 and 26 February 2025 as described in the paragraph “Significant
subsequent events” (b) the phantom shares at the market value of the ordinary IWB shares
calculated on the basis of the normal value of the shares pursuant to art. 9 of Presidential
Decree no. 917 of 22 December 1986.
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171 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
171 |
16. Financial payables
The situation at 31 December 2024 is the following:
Debt at 31 December 2024 consists of the following loans:
• A 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 (expiry 13
May 2027), bullet repayment, fixed annual rate of 2.50%, interest paid annually. The bond
is listed on the MOT market managed by Borsa Italiana and on the Irish Stock Exchange
managed by Euronext Dublin.
Amounts in €000
31.12.2024
Short term
Medium/long term
(within 5 years)
Long term (over 5
years)
Total
Bond - 131,487 - 131,487
Short-term unsecured loans - - - -
Revolving loans - - - -
Other medium/long-term unsecured loans
- - - -
Financial accrued expenses and charges to be settled
0 - - 0
Total banks 0 - - 0
Payables to factoring companies - - - -
Deferred price on acquisitions - 445 - 445
Other borrowings - - - -
Total other lenders - 445 - 445
Total 0 131,932 - 131,932
Amounts in €000
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 medium/long-term unsecured loans
- - - -
Financial accrued expenses and charges to be settled
17 - - 17
Total banks 17 - - 17
Payables to factoring companies - - - -
Deferred price on acquisitions - 4,405 - 4,405
Other borrowings - - - -
Total other lenders - 4,405 - 4,405
Total 17 135,652 - 135,670
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172 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
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• The deferred price for the acquisition of Enovation Brands Inc. refers to the unconditional
consideration to be paid to the sellers for which deferred payment has been agreed as
follows: (i) USD 3.3 million no later than 10 January 2023, (ii) USD 3.3 million no later than
10 January 2024 already paid in previous years, and (iii) USD 1.4 million no later than 1
May 2026. The debt has been reduced by USD 927 thousand in consideration of the
reimbursement from shareholders provided for in art. 8 of the sale agreement because of
the fraud that emerged in the Enovation accounts during the preparation of the
consolidated financial statements at 31 December 2022.
Financial liabilities are recognized at amortized cost, calculated as the initial fair value of the
liabilities net of the costs incurred to obtain the loan, increased by the cumulative amortization
of the difference between the initial amount and the amount at maturity, calculated using the
effective interest rate where application of the amortized cost method would not be
significantly different from the face value.
These loan contracts include terms and conditions usually observable in the marketplace for
similar types of instruments. For example: (i) provision of a covenant (calculation envisaged
at Italian Wine Brands Group level) based on the trend of certain financial parameters at
consolidated Group level; (ii) disclosure obligations in relation to significant events affecting
the Company, as well as corporate disclosures; (iii) the usual commitments and obligations for
loan arrangements of this kind, such as limits on the assumption of financial debt and the sale
of company assets and a ban on distributing dividends or reserves if certain financial
parameters are not being respected.
'Lease liabilities' relate to the coming into force from 1 January 2019 of IFRS 16, which required
lease contracts to be recorded in the accounts by indicating under non-current assets the
amount of "Right of use assets" as a counterpart to a liability calculated as the present value
of future cash outlays based on the contract.
For details, please refer to paragraph 6 B. Right-of-use assets.
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173 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
173 |
17. Severance indemnities
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 the contributions, the Group fulfils all of its obligations.
Payables for contributions to be paid at the closing date are included in "Other current
liabilities"; the cost for the period accrues on the basis of the service provided by the employee
and is recorded under "Personnel costs" in the relevant area.
Defined benefit plans
The plans in favour of employees, which qualify as defined benefit plans, are represented by
the provision for severance indemnities (known as TFR in Italian); the liability is calculated on
an actuarial basis with the unit credit projection method. The actuarial gains and losses that
arise when calculating these items are shown in a specific equity reserve. The changes in the
liability for severance indemnities in the year to 31 December 2024 are shown below:
The "accrual of costs for employee benefits" and the "contribution/benefits paid" are recorded
in the income statement under "Personnel costs" in the relevant area. “Financial income and
expenses” are recognized in the income statement under “Financial income (expenses)”, while
the “actuarial gains and losses” are shown under other comprehensive income and included
in a equity reserve called “Reserve for defined benefit plans”.
The main actuarial assumptions are as follows:
Amounts in €000
31.12.2024 31.12.2023
Provision at 01.01. 60 43
Provisions 14 14
Benefits paid during the period
(1) (6)
Actuarial (gains)/losses
11 8
Financial costs 2 1
Provision at the end of the period 86 60
Actuarial assumptions 31.12.2024 31.12.2023
Discount rate 2.69% 3.67%
Inflation rate 2.09% 1.59%
Expected average turnover 13.21% 12.72%
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174 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
174 |
18. Trade payables
This item includes all payables of a commercial nature with the following geographical
distribution:
19. Other current liabilities
Other liabilities are made as follows:
The item "Others" mainly includes the tax consolidation credit versus Giordano Vini S.p.A.
20. Current tax liabilities
Current tax liabilities are made up as follow:
The increase in IRES payable is mainly due to a higher taxable income of the companies that
are part of the Group's tax consolidation.
Amounts in €000
31.12.2024 31.12.2023
Suppliers - Italy 355 341
Suppliers - Foreign markets 1 (12)
Total 356 328
Amounts in €000
31.12.2024 31.12.2023
Employees 374 335
Social security institutions 322 595
Directors 905 980
Accrued expenses and deferred income
0 0
Others 2,357 941
Total 3,957 2,851
Amounts in €000
31.12.2024 31.12.2023
VAT 0 30
IRES 4,312 0
IRPEF withholding tax 137 114
IRAP 0 0
Other taxes 9 0
Total 4,458 144
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175 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
175 |
21. Revenue from sales and other income
Revenue from sales relates to services provided to subsidiaries and regulated by contracts for
Euro 2,348 thousand in 2024 and Euro 2,472 thousand in the previous year.
Other income at 31 December 2024 is detailed below with comparative figures:
22. Purchases
The item "Purchases" refers to office supplies; material already available was used during the
year.
23. Services
Services costs at 31 December 2024 are detailed below with comparative figures:
A) Excluding non-recurring charges:
Amounts in €000
31.12.2024 31.12.2023
Chargebacks - 2
Out-of-period income 224 2
Others 16 -
Total other income 240 4
Amounts in €000
Services from third parties 142 84
Leases and rentals 199 181
Consulting 560 597
Advertising costs 0 6
Utilities 13 11
Remuneration of Directors, Statutory Auditors and Supervisory Body
2,145 2,388
Maintenance 6 9
Other costs for services 438 516
Non-recurring expenses (1,390) (1,744)
Total 2,114 2,049
31.12.2024
31.12.2023
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176 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
176 |
B) Including non-recurring charges:
The remuneration of directors, statutory auditors and the supervisory body is detailed as
follows:
Amounts in €000
31.12.2024 31.12.2023
Services from third parties 142 84
Leases and rentals 199 181
Consulting 560 597
Advertising costs 0 6
Utilities 13 11
Remuneration of Directors, Statutory Auditors and Supervisory Body
2,145 2,388
Maintenance 6 9
Other costs for services 438 516
Total 3,504 3,793
Amounts in €000
31.12.2024 31.12.2023
Directors 2,075 2,321
Statutory auditors 55 55
SB 15 12
Total 2,145 2,388
Amounts in €000
Audit Consulting
Holding company 57 0
Total 57 0
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177 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
177 |
24. Personnel
Personnel costs at 31 December 2024 are detailed below with comparative figures:
The following table shows the number of employees:
25. Other operating costs
The item “other operating costs” is detailed as follows.
The decrease in "other" derives from a lower cost of non-deductible VAT resulting from the
recalculation of the pro-rata.
Amounts in €000
31.12.2024 31.12.2023
Wages and salaries 961 969
Social security charges 262 330
Severance indemnities 42 54
Stock grant 28 62
Other costs 11 35
Total 1,305 1,450
No. at Average no. No. at Average no.
31.12.2024 31.12.2024 31.12.2023 31.12.2023
Managers 3 3 4 5
Middle managers 2 2 2 2
Office workers - 0 1 1
Factory workers - - - -
Total
5 6 7 8
Amounts in €000
31.12.2024 31.12.2023
Damages, penalties/fines 3 7
Concessions and licences 0 0
Out-of-period expenses 58 18
Others 103 152
Total 165 178
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178 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
178 |
26. Financial income and expenses
Financial income and expenses are detailed in the following tables:
The decrease in financial charges on loans derives from non-use of the lines of credit given the
improvement in the Group's net financial position.
27. Taxes
Income taxes at 31 December 2024 are detailed below with comparative figures:
Amounts in €000
31.12.2024 31.12.2023
On current accounts 793 1,064
Dividends 10,000 11,360
Exchange rate gain/(loss) 30 123
Total 10,822 12,547
Amounts in €000
31.12.2024 31.12.2023
Bonds (3,490) (3,479)
Loans (1) (124)
Lease liabilities (6) (3)
Bank fees and charges (15) (4)
Exchange gain/(loss) (57) (29)
Others (3) (10)
Total (3,571) (3,648)
Amounts in €000
31.12.2024 31.12.2023
IRES 1,392 1,017
IRAP 0 0
Taxes for prior periods (100) (42)
Total current taxes 1,292 975
Deferred tax assets (276) 462
Deferred tax liabilities 29 (29)
Total deferred taxes (247) 432
Total 1,045 1,407
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179 | CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2024
179 |
28. Related-party transactions
Related-party transactions form part of normal business operations within the typical activity
of the parties concerned and they are regulated at standard conditions.
To summarize:
(i) a commercial lease contract signed on 1 February 2012 by Provinco Italia S.p.A.
and Provinco S.r.l. under which Provinco S.r.l. has been leasing the property
located in Via per Marco 12/b, Rovereto (TN) to Provinco Italia S.p.A.; the lease
has a duration of six years (until 31 January 2018) with tacit renewal for the same
period unless notice of cancellation is given 12 months before the expiry date; the
agreed rent is Euro 60 thousand per year, index-linked to ISTAT inflation statistics,
plus VAT. For 2024 the rent came to Euro 69,837.62;
(ii) a service contract with Electa S.p.A. involving investor relations support for an
annual amount of Euro 40 thousand.
These relationships are regulated at market conditions.
The Parent Company IWB has adopted and follows the Procedure for Related-Party
Transactions in compliance with the general provisions of the Euronext Growth Milan Issuers'
Regulation.
29. Atypical and unusual transactions
Pursuant to Consob Communication no. DEM/6064293 of 28 July 2006, during the period the
Group did not carry out any atypical or unusual transactions as defined in the Communication,
according to which atypical and/or unusual transactions are those that, due to their
importance or materiality, the nature of the counterparties, the object of the transaction, the
method of determining the transfer price and the timing of the event, could give rise to doubts
about: the accuracy or completeness of the information disclosed in the financial statements,
conflict of interest, safeguarding of the Company's assets and the protection of non-controlling
interests.
30. Significant events
30.1 Significant events during the period
On 1 January 2024 the merger took effect between Provinco Italia S.p.A., Enoitalia S.p.A.,
Barbanera S.r.l. and Fossalto S.r.l., which led to the establishment of IWB Italia S.p.A., the
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180 CONSOLIDATED ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023
180 |
Group's commercial and industrial hub, with a view to maximising synergies for all activities
in the B2B segment: commercial, production, management and financial.
On 18 March 2024 The Board of Directors of IWB defined the quantitative and qualitative
criteria of materiality of the relationships potentially relevant for the purposes of assessing the
independence of its members (the Materiality Criteria) in compliance with art. 6-bis of the
EGM Regulation currently in force.
On 24 April 2024 Italian Wine Brands S.p.A. announced that the Group's subsidiaries, Giordano
Vini S.p.A. and IWB Italia S.p.A., have communicated to the trade unions their decision to
reorganise their teleselling and production operations at the Valle Talloria site in Diano d'Alba
(Piedmont), run by Giordano Vini S.p.A. and IWB Italia S.p.A. respectively, to optimise
productivity and adapt their respective structures to the changed market conditions:
a) with reference to the teleselling activities, the reorganisation became necessary
following the change in customer purchasing methods, increasingly oriented towards
online, to the detriment of telephone sales. Giordano Vini S.p.A. has long developed
the digital part of its business, while telephone sales have undergone a progressive
downsizing, which makes it economically unsustainable to maintain an internal
organisation dedicated to this and, as such, had to be dismantled: a decision that was
even more necessary and strategic considering the higher efficiency in this area of the
outsourcing model that has already been implemented for years by Giordano Vini
S.p.A. and was pursued further;
b) with reference to production , given the significant external growth achieved in recent
years, the Group decided to concentrate production, arranging for the transfer of the
IWB Italia production personnel operating at Valle Talloria di Diano D'Alba to the
Calmasino di Bardolino (VR) site, with a view to rationalisation and, ultimately, a
reduction in production costs. It will also make production activities and those related
to them more efficient.
The IWB Group has agreed forms of support for the people affected by the reorganisation with
the trade unions. The agreements were signed on 22 May 2024 for Giordano Vini S.p.A. and
on 28 May 2024 for IWB Italia S.p.A.
On 30 April 2024 the Shareholders' Meeting:
(i) appointed and established the compensation of the Board of Directors, which
will remain in office for three years until the approval of the financial
statements for 2026, in the persons of: Alessandro Mutinelli, Giorgio Pizzolo,
Simone Strocchi, Antonella Lillo (independent director), Sofia Barbanera,
Massimiliano Mutinelli and Marta Pizzolo.
(ii) approved the purchase and disposal of treasury shares pursuant to arts. 2357
and 2357-ter of the Italian Civil Code and art. 132 of the Consolidated Finance
Act, according to the methods proposed in the Directors' Report to provide
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the Company with a strategic investment opportunity for any purpose
permitted by the provisions currently in force. This includes the purposes
envisaged in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation,
“MAR”) and in the practices permitted pursuant to art. 13 MAR, where
applicable, including the purchase of treasury shares with a view to their
subsequent cancellation, according to the terms and methods to be decided
by the corporate bodies after cancellation of the resolution adopted by the
Shareholders' Meeting of 27 April 2023 for the part not carried out.
On 16 May 2024 IWB Italia signed a partnership and collaboration agreement with Cantine
Ermes, which with 14 plants in 6 regions represents one of the main cooperative operators in
the transformation of grapes, with a view, on the one hand, to valorisation of its assets at the
Torricella winery and, on the other, to continue raising production efficiency. The agreement,
which took effect on 20 June, provides for: (i) strengthening and expansion of the
collaboration and partnership between IWB and Cantine Ermes for the supply of larger
volumes of wine, produced according to technical specifications and under the supervision of
IWB technicians; (ii) sale of the Torricella plant by IWB Italia to Cantine Ermes.
On 24 May 2024 Italian Wine Brands S.p.A. joined the Prosecco Consortium with the
appointment of its Deputy Chairman Giorgio Pizzolo as a member of the Prosecco DOC Board
of Directors.
On 28 May 2024 Italian Wine Brands S.p.A. strengthened its management structure with the
appointment of Alessandro Vella as the new General Manager.
On 12 September 2024 the boards of directors of Giordano Vini S.p.A. and IWB Italia S.p.A.
approved the partial demerger to transfer the Giordano Vini S.p.A. brand to the beneficiary
IWB Italia S.p.A. The project completes the corporate reorganisation begun in 2023 to improve
operational efficiency and rationalise the business organisation of the companies involved,
making it possible to achieve important synergies. In this context, concentrating the Group's
brands in a single company, IWB Italia, will help to optimise how they are managed with a
view to future development. From an operational standpoint, Giordano will continue to
benefit from use of the brand through a specific multi-year agreement for the production of
wine that will commence from the Effective Date of the Demerger.
On 15 October 2024 Alessandro Mutinelli, Chairman and CEO of the Group, was appointed a
board member of Unione Italiana Vini, the Italian Association of Wine Companies. This
appointment is an important milestone both for Alessandro Mutinelli, who sees his
commitment and entrepreneurial vision recognised in promoting Italian wine at a national and
international level, and for IWB, which now acquires a prominent role within the most
important representative Association for companies in the wine sector: it has 770 corporate
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members and represents more than 150,000 winemakers, more than 50% of the Italian wine
turnover and over 85% of the export turnover of Italian wine.
On 17 December 2024 The Board of Directors of Italian Wine Brands S.p.A. decided to propose
to the Shareholders' Meeting the distribution of an extraordinary dividend of Euro 0.5 per
share (gross of legal withholdings and excluding treasury shares) for a total of Euro 4,678,268
(the "Extraordinary Dividend") to be drawn from available reserves formed by retained
earnings. The Board of Directors deemed it appropriate to formulate the proposal for the
distribution of the Extraordinary Dividend on the occasion of the tenth anniversary of the
Company's listing, in consideration of (i) the exceptional growth and value creation achieved
by the Company over the course of these ten years, (ii) recognition of the support always
granted by the shareholders to the development path of IWB, both organically and through
external lines.
30.2 Significant subsequent events
On 28 January 2025 the following were held at the headquarters of the Italian Stock Exchange:
- the shareholders' meeting which coincides with the tenth anniversary of the listing
approved the Board of Directors' proposal to distribute an extraordinary dividend of
Euro 0.5 per share in consideration of the exceptional growth and value creation
achieved by the company over the course of these ten years and recognition of the
shareholders' support for IWB's development path, both organically and through
external lines.
- the event that celebrated the tenth anniversary of the listing in the presence of the
entire Management Team, Directors and Shareholders who were some of the first
investors, for a significant anniversary of the first Italian wine group to be listed on the
Italian Stock Exchange. As tangible recognition for the competence, passion and
dedication of all its collaborators, the Group paid each employee an extraordinary
bonus of Euro 1,000.
On 18 February 2025 Italian Wine Brands S.p.A. announced that its subsidiary Giordano Vini
S.p.A., through the Italian platform Svinando, an international leader in the online sale of food
and wine products, had launched “Nando”, the first virtual assistant based on artificial
intelligence developed internally to offer a browsing and consulting experience tailor-made to
the needs of its customers. Thanks to an advanced search engine based on AI technology,
“Nando” is able to guide users on broad topics, from the characteristics of the products in the
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catalogue, to food/wine pairings, the right occasions to drink a certain wine, and the
customer's budget. This is a genuinely expert guide, capable of understanding and anticipating
the needs of the customer, offering personalised advice with precision and reliability. “Nando”
guarantees quick, accurate and targeted responses, breaks down the barriers between
technology and user, uses a fluid, natural interaction, increasingly close to human language,
giving advice just like a real wine merchant. Svinando is the first Italian e-commerce player in
the world of wine to offer a solution of this kind.
On 26 February 2025 The Board of Directors approved an integration of the incentive plan
with the aim of further strengthening the alignment of the Group's objectives with those of
the management team. It will allow the Group to continue on the path of growth in revenue,
profit margins and cash generation in order to maximise the interests of all stakeholders.
31. Outlook
In 2025, the IWB Group will present itself on the market with:
(i) an integrated organisational structure;
(ii) an efficient production structure with six months of synergies still to be expressed;
(iii) a presence on international markets that makes it possible to seize new
opportunities and to manage risks adequately;
(iv) a financial situation which allows us to tackle both organic and external growth
with confidence.
On the trade front, while carefully monitoring and trying to anticipate the possible effects of
the increase in American tariffs, the Group is continuing with its strategy:
• of developing its Top Brands with a view to a continuous increase in profit margins and
the recovery of private label contracts with levels of profitability in line with Group
standards, as well as to support volumes;
• of more and more positioning in growth markets;
• of product innovation with the launch of the first IWB-branded dealcoholised products
and products in the “ready to drink” segment on the American market.
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On the production and purchasing front:
• the purchasing conditions for the main supplies of raw materials have already
been negotiated;
• further cost reductions are expected for utilities;
all the conditions have therefore been created to achieve even better results than in 2024.
*****
For the Board of Directors
The Chairman and Chief Executive Officer
Alessandro Mutinelli