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VDL/LSV/irm – RC061842025AS0183

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

December 31,2025

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 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.

Tel: +39 02 58.20.10

www.bdo.it

Viale Abruzzi, 94

20131 Milano

Bologna, Brescia, Firenze, Genova, Milano, Napoli, Padova, Roma, Torino, Verona

BDO Audit Services S.r.l.

Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 150.000 i.v.

Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 03060640160 – R.E.A. Milano 1807540

BDO Audit Services S.r.l., società a responsabilità limitata, 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 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 December 31,2025, the consolidated

statement of comprehensive income, the consolidated statement of changes in equity and the

consolidated statement of cash flows 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 Italian Wine Brand Group as at December 31,2025 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 Italian Wine Brands

S.p.A. (the “Parent”) 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.

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 goodwill

Note 2.1 “accounting policies – Goodwill”

Note 6 “Goodwill

The total goodwill, amounting to Euro 215.969

thousand arises from the following business

combinations: IWB Italia S.p.A. for Euro 186.077

thousand, Enovation Brands Inc for Euro 17.038

thousand and Raphael Dal Bo AG for Euro 12.854

thousand.

As of December 31, 2025, the goodwill was tested

for impairment, 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

others:

▪ 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;

▫ examination of the sensitivity analysis

carried out by administrators on the

main assumptions used in the

impairment test model;

▪

verification of the adequacy of the disclosures

provided in the explanatory 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.

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.

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 April 22, 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 December

31, 2021, to December 31, 2029We 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 December 31,2025 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 December 31,2025 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 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 December 31,2025, 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 December 31,2025.

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

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, April 10 2026

BDO Audit Services S.r.l.

Signed by

Giovanni Rovelli

Partner

GRV/LSV/irm - RC061842025AS0182

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

Separate financial statements as at December

31,2025

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.

Tel: +39 02 58.20.10

www.bdo.it

Viale Abruzzi, 94

20131 Milano

Bologna, Brescia, Firenze, Genova, Milano, Napoli, Padova, Roma, Torino, Verona

BDO Audit Services S.r.l.

Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 150.000 i.v.

Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 03060640160 – R.E.A. Milano 1807540

BDO Audit Services S.r.l., società a responsabilità limitata, 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 December 31,2025, the comprehensive income

statement, the statement of changes in equity and the statement of cash flows for the year then ended,

and explanatory notes to the financial statements, including material information on the accounting

policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of

Italian Wine Brands S.p.A.as at December 31,2025 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 Italian Wine Brands

S.p.A. (the “Company”) in accordance with the ethical and independence requirements applicable in Italy

to the audit of financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the 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.

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 Equity investments”

Note 7 “investments

investments are recognised in the financial

statements for a total value of Euro 281,465

thousand and refer to the subsidiaries IWB Italia

SpA, Giordano Vini SpA, Enovation Brands Inc. and

Italian Wine Brands UK Ltd.

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.

Valuation of investments represents a key audit

matter in consideration of the degree of

subjectivity inherent in determining the variables

used for the estimation of the recoverable amount.

The audit procedures performed included, among

the others:

▪ discussions with the Management in order to

understand the methodology adopted by the

Company regarding the identification of any

impairment indicators, in line with what is

provided for by IAS36;

▪ analysis of the movement of investments over

the period and examination of the most

significant acquisition and disposal operations;

▪ comparison of the carrying amount of the

investment with the equity holding fraction of

the holding company by obtaining the financial

statements at the end of the period;

▪ verification of the impairment test with the

support of BDO specialists, with particular

reference to:

▫ reasonableness of key assumptions and

hypothesis underlying cash flow

forecasts;

▫ compliance of the methodology used

with the applicable accounting

standards;

▫ examination of the key assumptions

underlying the impairment model with

reference to the discount rate, growth

rate and terminal value determination;

▫ verification of the mathematical

accuracy of the impairment test model;

▫ examination of the sensitivity analysis

carried out by administrators on the

main assumptions used in the

impairment test model;

▪

verification of the adequacy of the disclosures

provided in the explanatory 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.

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

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.

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.