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Tamburi Investment Partners

Quarterly Report Nov 21, 2023

4242_rns_2023-11-21_3b898ee9-cd0d-4c6d-9917-1a51758824c1.pdf

Quarterly Report

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Additional Periodic Disclosure at 30 September 2023 Tamburi Investment Partners Group

(TRANSLATION FROM THE ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)

We should all feel nothing but shame for the reputation that finance has earned itself in the last few years, but if you manage to guide healthy capital from successful businesses and the assets of families that wish to invest them intelligently in companies that want to grow, you are doing one of the most beneficial jobs in the world.

CONTENTS

Company
Boards
3
Interim
Directors'
Report
4
Quarterly
Consolidated
Financial
Report
Financial
Statements
15

Consolidated
Income
Statement

Consolidated
Comprehensive
Income
Statement

Consolidated
Statement
of
Financial
Position

Consolidated
Statement
of
Changes
in
Equity
Notes
to
the
Quarterly
Consolidated
Financial
Report
at
30
September
2023
19
Attachments 30

Declaration
of
the
Executive
Officer
for
Financial
Reporting

Changes
in
Investments
Measured
at
FVOCI

▪ Changes in Associated Company Investments

Company Boards

Board of Directors of Tamburi Investment Partners S.p.A.

Cesare d'Amico Vice Chairperson Isabella Ercole (1)(2) Independent director * Giuseppe Ferrero (1) Independent director * Sergio Marullo di Condojanni (1) Independent director * Manuela Mezzetti (1)(2) Independent director * Daniela Palestra (2) Independent director * Paul Schapira Independent director *

Giovanni Tamburi Chairperson and Chief Executive Officer Alessandra Gritti Vice Chairperson and Chief Executive Officer Claudio Berretti Executive Director and General Manager

Board of Statutory Auditors

Myriam
Amato
Chairperson
Fabio Standing
Pasquini auditor
Marzia Standing
Nicelli auditor
Marina Alternate
Mottura auditor
Massimiliano
Alberto
Tonarini
Alternate
auditor

Independent audit firm

KPMG S.p.A.

Registered office

Via Pontaccio No. 10, Milan, Italy

(1) Member of the Appointments and Remuneration Committee

(2) Member of the Control and Risk, Related Parties and Sustainability Committee

* In accordance with the Corporate Governance Code

Interim Directors' Report of the Tamburi Investment Partners Group at 30 September 2023

The TIP Group closed the first nine months of 2023 with a pro forma consolidated profit of 73.6 million and with equity reaching 1.29 billion, after dividend distributions of 21.7 million and further purchases of own shares during the period of 15.6 million.

The capital gains realised during the period relate to several sales, including the sale of about a one-third of the stake in Azimut/Benetti, a reduction of the investment in Prysmian and the sale of Fagerhult and Ferrari shares.

The share of the profits of the associated companies in the first nine months of 2023, of almost 53 million, is considerably higher than the 43.6 million in the first nine months of 2022, thanks to the positive results of almost all the investees, IPGH (Interpump), OVS, ITH (SeSa), Roche Bobois, Limonta, Beta Utensili and Sant'Agata (Chiorino), which rose further even compared to the excellent results of the same period of the previous year. The economic effect of the entry of Investindesign/Italian Design Brands into the group has also applied since May. Another significant contributor was Alpitour, a rapidly growing group that during the period for the first time in its history achieved a positive first half of the year at the level of EBITDA and continued to deliver strong performance in the third quarter (ended in July). The results achieved by Alpitour to July and the excellent preliminary figures, including the summer period, the fourth quarter (ended 30 October and therefore not included in TIP's results to 30 September), are such as to permit both an extremely positive result for the current year and confirmation of the positive structural change in its income statement, due in part to the substantial investments made in the previous three years, as well as the global trend in tourism.

As previously reported, in 2023 almost all TIP investees have not only thus far exceeded their already strong 2022 performances but have continued to grow in terms of turnover and profitability despite the numerous factors of uncertainty caused by rising geopolitical tensions and heightened concerns as to the evolution of the economy. Their quality and leadership thus allowed the excellent results of 2022 to be consolidated and, in many cases, further records to be achieved, particularly in terms of margins, in both absolute and percentage terms.

The customary pro forma income statement for the period 1 January to 30 September 2023, prepared considering the realised capital gains and losses and write-downs on investments in equity, is set out below. As is well known, this system, which was in place until a few years ago, is considered to be much more meaningful in representing the reality of TIP's business.

The pro forma figures are commented on in the interim Directors' Report, while the notes provide information on the figures determined in accordance with IFRS 9.

Consolidated Income
Statement
IFRS
30/9/2023
Reclassification
to income
statement of
capital gain
(loss) realised
Reclassification
to income
statement of
adjustments to
investments
PRO
FORMA
30/9/2023
PRO
FORMA
30/9/2022
(in euro)
Total revenues 1,175,436 1,175,436 1,364,398
Purchases, service and
other costs
(2,512,914) (2,512,914) (1,893,363)
Personnel expenses (18,434,923) (18,434,923) (25,764,270)
Amortisation (276,991) (276,991) (265,296)
Operating profit/(loss) (20,049,392) 0 0 (20,049,392) (26,558,531)
Financial income 10,478,933 45,760,572 56,239,505 116,749,292
Financial charges (14,134,433) (14,134,433) (10,791,906)
Share of profit of
associated companies
measured under the equity
method 52,631,722 52,631,722 43,584,055
Adjustments to financial
assets 0 (773,025) (773,025) (753,994)
Profit/(loss) before
taxes 28,926,830 45,760,572 (773,025) 73,914,377 122,228,915
Current and deferred taxes 385,822 (658,701) (272,879) 541,394
Profit/(loss) of the
period 29,312,652 45,101,871 (773,025) 73,641,498 122,770,309
Result attributable to
shareholders of the
parent
28,811,316 45,101,871 (773,025) 73,140,162 119,405,128
Result attributable to
minority interests
501,336 0 0 501,336 3,365,181

The IFRS 9 income statement does not include capital gains in the period on equity investments and equity instruments of 45.8 million.

Revenues from advisory activities were approximately 1.2 million during the period.

As always, personnel costs are significantly influenced by the variable remuneration component for executive directors which, as is well known, are performance-related.

In addition to capital gains, financial income also includes dividends of 8.3 million, interest income of 1.1 million, changes in fair value and capital gains on investments in listed shares available for sale of 0.9 million and other income of 0.2 million. Financial expenses mainly refer to interest accrued on bonds, amounting to approximately 6 million, other interest on loans of 3.9 million, capital losses on bonds of 2.4 million, and negative value changes on derivative instruments amounting to 1.4 million.

The consolidated net financial position of the TIP Group as at 30 September 2023, without taking into account financial assets considered from a management standpoint to be usable short-term liquidity, was negative at approximately 518.7 million, up compared to approximately 419.3 million as at 31 December 2022. In the same period, total assets, at balance sheet values, increased from approximately 1.67 billion to approximately 1.86 billion. The change in the net financial position for the period essentially relates to the use of liquidity to finalise equity investments, including, in particular, the outlay for the purchase of shares of Investindesign S.p.A. and Apoteca Natura, the distribution of dividends and the purchase of

treasury shares.

INVESTMENTS AND DIVESTMENTS

During the first nine months of 2023, investment and disinvestment continued with renewed dynamism; overall, during the period, the TIP group made equity investments of 108.3 million, purchases of treasury shares of 15.6 million and direct divestments (including the distribution of dividends from associated companies which were not recorded in the income statement but deducted from the investment made) of 93.7 million.

in millions of euro 2020 2021 2022 30 Sept. 2023
Investments and
purchases of treasury
shares 101.2 348.4 151.8 123.9
Divestments 18.6 353.9 165.5 93.7

In particular, in the nine months concerned, in January a capital increase was subscribed for an investment of 10 million to finalise the acquisition of a stake of around 30% in Simbiosi S.r.l., the parent company of a number of companies that develop technologies, solutions and patents for use in a range of applications for conservation of natural resources (air, water, materials and soil) and energy.

In May TIP reached an agreement to acquire 50.69% of Investindesign S.p.A. ("ID"), a company that currently holds a 46.96% stake in Italian Design Brands S.p.A. ("IDB"). The finalisation of this agreement was subject to the listing of IDB shares on the stock exchange. The listing process was completed on 18 May 2023. For the purchase of 50.69% of the capital of Investindesign, TIP invested a total of 72 million, of which 60 million was paid already in the first half of 2023 and 12 million in recent days.

IDB is the operating parent company of an Italian furniture and design hub with numerous holdings in companies operating in those sectors that are manufacturers of high-end products under prestigious brands such as AXOLight, Binova, Dandy Home, Davide Groppi, Flexalighting, Gamma Arredamenti, Gervasoni, Meridiani, Miton, Saba, Very Wood and, since September 2023, Turri. The group also includes two companies – Cenacchi International and Modar – that specialise in luxury contracts with shops and showrooms of some of the most prestigious international fashion maison. The products manufactured by IDB's investees are distributed and sold by third parties.

In 2023, the IDB Group is expected to achieve a pro forma turnover (including, for the full year, the total revenues of the companies acquired during the period) of more than 300 million.

The IDB Group currently has a staff of more than 750 people with exports accounting for around 75% of its turnover.

In July TIP organised a club deal with some important Italian family offices to allow them to co-invest in Investindesign and on this occasion it made an additional direct outlay of 5.7 million of the total amount of 28.4 million. The transaction was carried out through Clubdesign srl, in which TIP has a 20% stake.

In April TIP launched a new share buyback programme for up to a further 5,000,000 shares, to be completed by 27 October 2024.

In June TIP sold a 3.98% stake in Azimut/Benetti, realising a significant capital gain. The transaction took place in the context of a reorganisation of the Azimut/Benetti Group's shareholding structure, following which the Public Investment Fund (PIF), the sovereign fund of Saudi Arabia, entered the company by acquiring a 33% stake in the capital. Through the opening of capital to PIF, a long-term strategic partnership has been established to support the next development phase of the Azimut/Benetti Group, with the aim of leveraging synergies that the new investor will be able to stimulate in support of both dimensional and technological growth.

In July, the investment agreement was finalised for Apoteca Natura, through the subscription, for 25 million (in addition to 7.5 million by the Mercati family, the reference shareholder and entrepreneurial driver of the initiative), of a capital increase in Apoteca Natura Investment – the holding company that holds all the capital of Apoteca Natura S.p.A. – bringing TIP's stake to 28.57%. Apoteca Natura boasts an international network of affiliations composed of over 1,200 independent pharmacies with a total turnover of almost 2 billion and is the owner and operator, together with the Municipality of Florence, 22 municipal pharmacies in Florence. The common objectives are to develop and spread the business model of Apoteca Natura and, over time, to list it on the stock market.

In August, the investment in Bending Spoons was increased by approximately 2 million as part of a capital increase operation of approximately 57 million, which was accompanied by a sale of shares by some current shareholders to other shareholders and new investors for approximately 49 million.

In August the agreements previously entered into between the shareholders of Eataly and the Investindustrial group became operational. A company of the Investindustrial group acquired 52% of Eataly S.p.A. through the subscription of a capital increase of 200 million and the acquisition of shares from certain shareholders. As part of the transaction, Clubitaly increased its investment in Eataly under conditions that allowed it to lower the average carrying value. Clubitaly retained the right of representation on Eataly's Board of Directors. Following the transaction, Clubitaly's stake in Eataly is 17.67%.

Following further purchases on the market, the equity interest in Elica rose to 21.381% of capital at 30 September. The investment in Prysmian was also reduced, and Fagerhult and Ferrari shares were sold.

In the first nine months of 2023, TIP also received dividends of approximately 15.8 million from investee companies which were deducted from the investment made and not reflected the income statement.

The usual active management of liquidity continued.

PERFORMANCE OF TIP STOCK

TIP is a public company listed on the Euronext Star Milan segment with a capitalisation of over 1.5 billion.

TIP calculations based on data taken at 18:24 hours on 10 November 2023 source: Bloomberg

The long-term performance of TIP stock shown in the chart to 10 November 2023 is excellent over the past decade, +269.1%, and thus stronger than all the main national and international indices, with a total return(1) of 308.8%, which corresponds to an average annual figure of approximately 31% and a compound figure of 15.1%. The performance of the stock in recent months has been inexplicably negative in light of the performance of the underlying economic results of TIP and its investees, with the result that the stock is still at a steep discount compared to the actual values of the current investments.

(1) Total return source: Bloomberg

AN INDEPENDENT, DIVERSIFIED INDUSTRIAL GROUP

ECONOMIC PERFORMANCE OF INVESTEE COMPANIES

The results for the first nine months already reported by the main listed investees, Amplifon S.p.A., Hugo Boss, Interpump Group S.p.A., Moncler S.p.A. and Prysmian S.p.A., are very positive, all up compared to 2022. The half-year data of OVS S.p.A. at 31 July 2023 were also positive. For Sesa S.p.A., the first quarter ended 31 July 2023 recorded further significant growth.

Amplifon ended the first three quarters of 2023 with a strong growth of revenue, 1.65 billion (+10%). EBITDA was 386 million, up 4.4% compared to the first nine months of 2022, representing 23.5% of revenues.

Net financial indebtedness was 917.6 million, compared with 830 million at 31 December 2022, after investments for capex, M&A and dividends totalling 250 million.

ELICA, against the trend of almost all other investee companies, achieved revenues of 360.2 million in the first nine months of 2023, down from 419 million in the same period of the previous year. Normalised EBITDA stood at 37.5 million, down 13.4% compared to the first nine months of 2022.

Against the backdrop of a reference market in a significant downturn, the company is implementing organisational rationalisation programmes to safeguard profitability insofar as possible.

Hugo Boss continued to grow its revenues and margins, as it already had begun to do in 2022, with further record results. In the first nine months of 2023, revenues reached 3,021 million, up 17% on the same period in 2022, and EBITDA was 533 million, also up 10%.

In the light of these results, the growth estimates for the 2023 results have been confirmed, after already being updated twice upwards during the year.

Interpump Group closed the first nine months of 2023 with new record results. It achieved revenues of 1,720.4 million, up 11.4% compared to the corresponding period in 2022, with an EBITDA of 425.6 million, up 16.6% compared to the first nine months of 2022.

In the first nine months of 2023, the IDB Group achieved pro forma revenues (including total revenues for the entire period of companies acquired during the year) of approximately 221.4 million, with adjusted EBITDA of approximately 34.2 million, compared with approximately 148.6 million and 25.7 million in revenues and adjusted EBITDA, respectively, in the corresponding nine months of 2022.

Net debt to banks at 30 September 2023 was approximately 30.5 million, while net financial position, i.e. including potential disbursements relating to acquisitions associated with put/call and earn-out agreements, relating to transactions carried out, was 151 million at 30 September.

Moncler ended the first nine months of 2023 with consolidated revenues of approximately 1,806.3 million, up 17% due to 21% growth in revenues from the Moncler brand compared with 3% growth in revenues from Stone Island. The modest growth of Stone Island is mainly due to strict control over volumes adopted in the management of the wholesale channel in order to continue to improve the quality of the distribution network.

At 30 September 2023, the Moncler Group, despite having paid dividends of 300 million, still had a large amount of liquidity.

OVS ended the half-year (the annual financial statements close on 31 January) with net sales growth of 4% compared with the first half of 2022, reaching 743.9 million, despite an anomalous weather trend in the second quarter that was not favourable to sales. Adjusted EBITDA was 86.4 million, up by around 4 million compared with the first half of 2022, with an EBITDA margin of 11.8% (in line with the first half of 2022).

The adjusted net financial position at 31 July 2023 was 242.1 million, after dividend distributions of 16.2 million and purchases of treasury shares of 12.9 million. Share buybacks are continuing.

For the third consecutive year, the focus on ESG issues led OVS to rank number-one in the Fashion Transparency Index as a clothing company with the greatest focus on transparency – in the world – and a growing valuation.

Prysmian ended the first nine months of 2023 with revenues and profitability that continued to grow. Consolidated revenues amounted to 11,825 million with an organic change of +1.5%, thanks to the contribution of the Projects business. Adjusted EBITDA reached 1,286 million, an increase of 13.7% on the first nine months of 2022, thanks to the significant improvement in margins of the Projects business and Energy business. In light of these results, the company confirmed its profit forecasts for the current year, which were already revised upwards in July.

Roche Bobois continued its trend of revenue growth in 2023, albeit with lower growth than the exceptional level of 2021 and 2022, which reached 320.1 million in the nine months, up 4.5% compared to the same period of the previous year.

The order backlog at 30 September 2023 remains at high levels, amounting to approximately 140 million, an amount that strengthens confidence in the achievement of the objectives of the 2023 budget. Based on this assumption, the company decided, as was the case for 2022, to distribute an extraordinary dividend of an additional 1 per share in November 2023.

Roche Bobois was named a finalist in the "Environmental Protection" category during the 2023 Sustainable Development Goal (SDG) award of the French UN Global Compact Network. This recognition confirms Roche Bobois' focus on and commitment to sustainable development, with the eco-design of its products at the heart of its strategy.

Sesa continued its excellent growth, closing the first quarter of 2023/24 (the annual financial statements close on 30 April) with revenues of 776.4 million, up 15.9%, with EBITDA of 55.8 million, up 17.2% compared with the same period in the previous year. The net financial position at 31 July 2023 is positive (liquidity) for 208.5 million.

The other direct and indirect equity investments are also generally reporting positive results, following on the excellent results in 2022.

In particular, having overcome the Covid tourism crisis, the Alpitour Group is achieving

turnover, order and profitability levels above the most optimistic forecasts and previous records. It expects to close the year to 31 October 2023 with turnover of between 2.2 and 2.3 billion and EBITDA of between 135 and 145 million.

Eataly S.p.A. has achieved good growth in revenues and margins since the new CEO arrived.

A CULTURE OF SUSTAINABILITY

With the approval by the Board of Directors of the update to document entitled "A Culture of Sustainability" on 19 June 2023, TIP further confirmed and analytically detailed TIP's historically established commitment to ESG issues. Activities related to the commitments set out in the document continued.

In July 2023, Standard Ethics raised TIP's Corporate Standard Ethics Rating to "EE" from the previous "EE-" with a "Positive" outlook, indicating that TIP has aligned its industrial orientation over time with the voluntary guidance issued by the UN, the OECD and the European Union. This was achieved through an increasingly solid system for monitoring ESG issues during the investment process, from the preliminary study phase to the screening phase for its investee companies. With regard to direct impact, TIP has continued and expanded its initiatives for personnel development, environmental protection and support for the community.

In 2023, TIP joined the United Nations Global Compact, refined the correlation between is business activities and the 2030 Agenda Sustainable Development Goals, and subscribed to the Principles for Responsible Investment (PRI).

Furthermore, following the quantification of its "corporate carbon footprint" for 2022, in collaboration with ClimatePartners, TIP joined a project to offset its CO2 emissions.

TIP's focus on ESG issues obviously extends to its investees.

SIGNIFICANT EVENTS AFTER 30 SEPTEMBER 2023

The majority shareholders in Alpitour, including the club deal Asset Italia 1 S.r.l. promoted by TIP, in which TIP is the largest investor and which directly and indirectly holds approximately 59% of Alpitour on a fully diluted basis, have instructed Goldman Sachs Bank Europe SE to start an exploratory process for the valorisation of their shares. The process will consist of a series of steps once the level of interest has been assessed.

Investments and divestments of equity stakes and purchases of treasury shares continued, as did the usual active liquidity management.

OUTLOOK

The great crisis predicted for over a year has not arrived, the strong recession that has been talked about for some time continues to recede, inflation is falling. Interest rates remain high and central banks are more concerned with making it clear that perhaps one day they will be able to lower them than with giving the impression of willing to push the economy with some easing measures. It is not yet clear whether China wants to decisively emerge from the lower growth compared to that expected for 2023, or not, but in any case it will have a GDP higher by about 5% compared to last year, so it will show another record. India is strongly accelerating and with it other Asian countries. But now we have war between Israel and Palestine, as well as continued fighting in Ukraine.

The overall picture is therefore particularly complex.

As we have seen, the results of our companies are performing very well globally also in 2023. But in general, a large part of the companies at an international level are performing well, despite the pessimistic forecasts of economists, analysts, banks and various authorities for the current financial year and the persistence of interest rates at levels much higher than those seen in the last ten years.

The centrality of China in this complex chessboard has been talked about several times. China which today produces a little less for multinationals, but which remains an unavoidable industrial hub, also given the strong development of the internal market. There is the great real estate crisis, which has objectively exploded in the last fifteen years, but which the government can reduce to a limited and manageable issue if it wants. Our feeling is that there is no interest in a significant slowdown in development and that the signs that are already being perceived indicate a desire to resume the path that has allowed the country to be the driving force of the world economy for about twenty years.

In general, however, orders to companies are slowing down.

So we are on the eve of a period of consolidation, to say the least.

We – unless there is an expansion of existing war conflicts or other catastrophic events – continue to not see a strong recession, not even in the first half of 2024. Rather, we see a significant effect of the level of interest rates, with central banks intending to keep them high, with countries forced to issue bonds in theory at any cost given the accumulated debt and the difficulties of refinancing it and, last but not least, with many companies unable to make repayments due to the expansion of working capital, the economic effect of the rates themselves and of a less dynamic demand. Faced with this, banking systems are increasingly adapting to de-risking resulting from moratoriums and public financing and, as can already be seen today, they will struggle to accompany companies with new disbursements. It is no coincidence that the signs of incoming default are increasing everywhere.

What could therefore happen and what could be the consequences on TIP and on TIP's investees? In reality, with interest rates remaining more or less at current levels for some time, it is unlikely that – in general – financial markets will grow much. However, there will most likely be a strong selection because those who can benefit from the situation will do so. And therefore companies with low debt will start accelerating growth again, also at the level of extraordinary finance, both for easier access to credit and for less competition from those who used financial leverage as the main key to development.

Part of the private equity funds will suffer both from the more difficult fund raising and from the lesser willingness of the banks to facilitate their operations. More likely, many banks will "keep aside" resources to refinance the most risky items.

Cash and equity are equally likely to be "all the rage" again.

And the stock markets, if there is any logic, will reward those who demonstrate solidity and the ability to keep promises and prospects.

Therefore it is reasonable that the consequences for TIP will be positive both in terms of appreciation of the stock (the absurdity of the level of discount on the current VIN has always normalized over time) and as opportunities that may arise – hopefully also for Itaca which it is not a coincidence that it was made to operate with great caution – both in terms of implementing the results of the investees which, being almost all market leaders and with little debt, will not suffer much, whatever the situations that may arise.

The country system today, despite the aid from the PNRR, is objectively weaker than it was in the already complicated past, but we have gotten used to this and businesses have learned to live with it, so we do not believe that the negative effects – especially for those with an orientation towards foreign countries, like almost everyone – can be very relevant.

RELATED PARTY TRANSACTIONS

Related party transactions are detailed in note 24.

TREASURY SHARES

At 30 September 2023, the Company held 18,218,309 treasury shares, amounting to 9.881% of its share capital. As of 13 November 2023, the figure stood at 18,710,165, representing 10,148% of its share capital.

On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi

Milan, 14 November 2023

Consolidated Income Statement Tamburi Investment Partners Group (1)

30 September
(in euro) 2023 30 September 2022 Note
Revenues from sales and services 1,119,163 1,307,110 4
Other revenues 56,273 57,288
Total revenues 1,175,436 1,364,398
Purchases, service and other costs (2,512,914) (1,893,363) 5
Personnel expenses (18,434,923) (25,764,270) 6
Amortisation, depreciation & write-downs (276,991) (265,296)
Operating profit/(loss) (20,049,392) (26,558,531)
Financial income 10,478,933 114,276,355 7
Financial charges (14,134,433) (10,791,906) 7
Share of profit of associated companies measured
under the equity method 52,631,722 43,584,055 8
Profit before taxes 28,926,830 120,509,973
Current and deferred taxes 385,822 571,069
Profit for the period 29,312,652 121,081,042
Profit attributable to the shareholders of the
parent 28,811,316 117,715,861
Profit attributable to minority interests 501,336 3,365,181
Basic earnings per share 0.17 0.70 19
Diluted earnings per share 0.17 0.69 19
Number of shares in circulation 166,160,992 167,465,593

1) The income statement to 30 September 2023 (like that to 30 September 2022) has been prepared in accordance with IFRSs and therefore does not include income and capital gains realised during the period on equity investments and shares of 45.8 million. In the Interim Directors' Report (page 5), the pro-forma income statement is presented, drawn up considering the capital gains and losses realised and the write-downs on investments in equity, which reports a net profit of approximately Euro 73.6 million.

Consolidated Comprehensive Income Statement Tamburi Investment Partners Group

(in euro) 30 September 2023 30 September 2022 Note
Profit for the period 29,312,652 121,081,042
Other comprehensive income items
Income through P&L
Increases/(decrease) in associated
companies measured under the equity
18
method 2,402,648 5,692,494
Unrealised profit/(loss) 2,442,959 5,747,111
Tax effect (40,311) (54,617)
Increases/decreases in the value of current
financial assets measured at FVOCI 2,652,824 (7,423,769)
Unrealised profit/(loss) 2,652,824 (7,564,524)
Tax effect 0 140,755
Income not through P&L 18
Increase/decrease in investments
measured at FVOCI 54,079,748 (191,615,550)
Profit/(Loss) 54,732,244 (193,819,307)
Tax effect (652,496) 2,203,757
Increases/(decrease) in associated
companies measured under the equity
method 15,999 (7,523,965)
Profit/(Loss) 15,999 (7,612,403)
Tax effect 0 88,438
Other components 13,613 42,986
Total other comprehensive
income/(expense) items 59,164,832 (200,827,804)
Total comprehensive income 88,477,484 (79,746,762)
Comprehensive income/(expense)
attributable to shareholders of the parent 87,945,159 (83,292,417)
Comprehensive income/(expense)
attributable to minority interests 532,325 3,545,655

(in euro) 30 September 2023 31 December 2022 Note Non-current assets Property, plant and equipment 142,880 178,874 Rights of use 1,786,245 2,008,394 Goodwill 9,806,574 9,806,574 Other intangible assets 21,577 29,214 Investments measured at FVOCI 739,386,251 717,540,969 9 Associated companies measured under the equity method 1,064,823,546 882,678,639 10 Financial receivables measured at amortised cost 7,363,576 3,852,912 11 Financial assets measured at FVTPL 2,677,927 0 Tax receivables 452,150 322,472 Total non-current assets 1,826,460,726 1,616,418,048 Current assets Trade receivables 371,944 507,872 Current financial receivables measured at amortised cost 500,000 3,983,043 12 Derivative instruments 1,229,368 1,566,000 13 Current financial assets measured at FVOCI 24,586,985 35,718,950 14 Current financial assets measured at FVTPL 0 4,417,394 15 Cash and cash equivalents 6,384,293 10,210,259 16 Tax receivables 49,456 16,201 Other current assets 413,268 200,213 Total current assets 33,535,314 56,619,932 Total assets 1,859,996,040 1,673,037,980 Equity Share capital 95,877,237 95,877,237 17 Reserves 513,731,114 510,729,655 18 Retained earnings/(accumulated losses) 587,226,925 429,691,101 Result attributable to shareholders of the parent 28,811,316 134,129,137 19 Total equity attributable to shareholders of the parent 1,225,646,592 1,170,427,130 Equity attributable to minority interests 64,861,784 0 Total equity 1,290,508,376 1,170,427,130 Non-current liabilities Post-employment benefits 363,502 389,073 20 Derivative instruments 0 0 21 Financial liabilities for leasing 1,741,139 1,741,139 Financial payables 407,155,394 410,641,285 22 Deferred tax liabilities 3,467,485 1,670,788 Total non-current liabilities 412,727,520 414,442,285 Current liabilities Trade payables 844,874 698,118 Current financial liabilities for leasing 75,390 321,574 Derivative instruments 0 2,346,368 21 Current financial liabilities 142,469,719 60,190,127 23 Tax payables 95,569 707,853 Other liabilities 13,274,592 23,904,525 Total current liabilities 156,760,144 88,168,565 Total liabilities 569,487,664 502,610,850 Total equity and liabilities 1,859,996,040 1,673,037,980

Consolidated Statement of Financial Position Tamburi Investment Partners Group

Consolidated Statement of Changes in Equity

in euro

Share capital Share
premium
reserve
Legal
reserve
FVOCI reserve
without reversal to
profit and loss
OCI reserve with
reversal to profit and
loss
Treasury shares
reserve
Other reserves IFRS business
combination
reserve
Merger surplus Retained
earnings
Result for period
attributable to
shareholders of parent
company
Shareholders' equity
attributable to shareholders
of parent company
Asset attributable to
minorities
Result for period
attributable to
minorities
Shareholders' equity
At 31 December 2021 consolidated 95,877,237 272,205,551 19,175,447 471,366,941 245,599 (96,635,969) (3,815,878) (483,655) 5,060,152 434,175,588 22,615,237 1,219,786,250 36,768,775 2,566,997 1,259,122,022
Change in fair value of investments
measured at FVOCI (191,615,550) (191,615,550) (191,615,550)
Change in associated companies measured under
the equity method (7,523,965) 5,512,020 (2,011,945) 180,474 (1,831,471)
Change in fair value of current financial assets
measured at FVOCI
Employee benefits (7,423,769) 42,986 (7,423,769)
42,986
(7,423,769)
42,986
Profit/(loss) of the period 117,715,861 117,715,861 3,365,181 121,081,042
Total comprehensive income (199,139,515) (1,911,749) 42,986 117,715,861 (83,292,417) 180,474 3,365,181 (79,746,762)
Reversal of FVOCI reserve due to capital gain
realised (2,443,261) 2,443,261 0 0
Change in reserves of associated companies
measured under the equity method (3,642,471) (3,642,471) 9,784 (3,632,687)
Change in other reserves (3) (3)
Dividends distribution (18,493,596) (18,493,596) (1,685,600) (20,179,196)
Allocation profit 2021 22,615,237 (22,615,237) 0 2,566,997 (2,566,997) 0
Allocation of units related to performance share
plans
Acquisition of treasury shares 2,937,871 2,937,871 2,937,871
Assignment of treasury shares due to the exercise (16,884,826) (16,884,826) (16,884,826)
of units related to performance shares (3,018,395) 7,713,750 (4.695.355) 0 0
At 30 September 2022 consolidated 95,877,237 269,187,156 19,175,447 269,784,164 (1,666,150) (105,807,045) (9,172,847) (483,655) 5,060,152 440,740,490 117,715,861 1,100,410,809 37,840,430 3,365,181 1,141,616,420
Share capital Share Legal FVOCI reserve OCI reserve with Treasury shares Other reserves IFRS business Merger surplus Retained Result for period Shareholders' equity Asset attributable to Result for period Shareholders' equity
premium
reserve
reserve without reversal profit
and loss
reversal to profit and
loss
reserve combination
reserve
earnings attributable to
shareholders of parent
company
attributable to shareholders
of parent company
minorities attributable to
minorities
At 31 December 2022 consolidated 95,877,237 268,686,336 19,175,447 334,480,596 (727,087) (108,353,530) (7,108,606) (483,655) 5,060,152 429,691,101 134,129,137 1,170,427,130 0 0 1,170,427,130
Change in fair value of investments
measured at FVOCI 54,079,748 54,079,748 54,079,748
Change in associated companies measured under
the equity method 15,999 2,371,659 2,387,658 30,989 2,418,647
Change in fair value of current financial assets
measured at FVOCI
Employee benefits
2,652,824 2,652,824 2,652,824
Profit/(loss) of the period 13,613 28,811,316 13,613
28,811,316
501,336 13,613
29,312,652
Total comprehensive income 54,095,747 5,024,483 13,613 28,811,316 87,945,159 30,989 501,336 88,477,484
Reversal of FVOCI reserve due to capital gain
realised (45,101,871) 45,101,871 0 0
Change in reserves of associated companies
measured under the equity method 1,081,006 1,081,006 1,081,006
Change in other reserves 5 5 5
Dividends distribution (21,695,184) (21,695,184) (21,695,184)
Allocation profit 2022 134,129,137 (134,129,137) 0 0
Change in consolidation area
Allocation of units related to performance share
0 64,329,459 64,329,459
plans 3,528,539 3,528,539 3,528,539
Acquisition of treasury shares (15,640,063) (15,640,063) (15,640,063)
Assignment of treasury shares due to the exercise
of units related to performance shares (2,329,426) 5,785,207 (3,455,781) 0 0
Consolidated at 30 September 2023 95,877,237 266,356,910 19,175,447 343,474,472 4,297,397 (118,208,386) (5,941,224) (483,655) 5,060,152 587,226,925 28,811,316 1,225,646,592 64,360,448 501,336 1,290,508,376

NOTES TO THE QUARTERLY CONSOLIDATED FINANCIAL REPORT AT 30 SEPTEMBER 2023

(1) Group activities

The TIP Group is an independent, diversified industrial group focused on medium-sized Italian companies. In particular, it carries out the following activities:

    1. investment as an active shareholder in companies (listed and not) representing "excellence" in their respective sectors of reference and, as part of the StarTIP project, in start-ups and innovative companies;
    1. investment through Itaca Equity Holding in the risk capital of companies undergoing temporary financial difficulties and in need of strategic and organisational refocus;
    1. advisory work in extraordinary finance transactions, particularly acquisitions and disposals, through the Tamburi & Associati (T&A) division.

(2) Accounting standards

The parent company, TIP, has been incorporated under the laws of Italy as a limited liability company and with registered office in Italy.

The company was listed in November 2005, and on 20 December 2010 Borsa Italiana S.p.A. assigned the STAR classification to TIP S.p.A. ordinary shares.

This quarterly consolidated financial report at 30 September 2023 was approved by the Board of Directors on 14 November 2023.

The quarterly consolidated financial report at 30 September 2023 was prepared on a going-concern basis.

The quarterly consolidated financial report consists of the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in equity and the explanatory notes, and is accompanied by the Director's Report. The financial statements have been prepared in Euro, without decimal amounts.

The quarterly consolidated financial report at 30 September 2023 in accordance with Article 82 of the Issuers' Regulation, was prepared in condensed form, as permitted, and therefore does not contain the full disclosures required for the annual financial statements.

The accounting standards and measurement criteria used to prepare this consolidated financial report are those described in the consolidated financial statements at 31 December 2022, except for those adopted from 1 January 2023, described in the consolidated financial report at 30 June 2023, the application of which did not have significant effects.

The quarterly consolidated financial report at 30 September 2023 has not been audited.

Consolidation principles and basis of consolidation

Consolidation scope

The consolidation scope includes the parent company TIP - Tamburi Investment Partners S.p.A. and the companies over which it directly or indirectly exercises control. An investor controls an investee when it is exposed to or has rights to variable income streams arising from its relationship with the investee and at the same time has the capacity to affect those income streams, by exercising its power over that entity in order to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date at which control is effectively transferred to the Group and cease to be consolidated from the date at which control is transferred outside the Group.

At 30 September 2023, the scope of consolidation included the companies Clubtre S.r.l., StarTIP S.r.l., TXR S.r.l., Investindesign S.p.A. and Club Design S.r.l.

Company Name Registered
Office
Share capital Number of
shares
Number of shares % held
Investindesign S.p.A. Milan 16,000,000 16,000,000 8,110,848 50.69%
Club Design S.r.l. Milan 100,000 100,000 20,000 20.00%
Clubtre S.r.l. Milan 120,000 120,000 120,000 100.00%
StarTIP S.r.l. Milan 50,000 50,000 50,000 100.00%
TXR S.r.l. Milan 100,000 100,000 100,000 100.00%

Details of the subsidiaries are as follows:

In June, TIP acquired control over Investindesign S.p.A. with an investment of 72 million, of which 12.2 million was deferred and payable by November 2023. The stake acquired is 50.69% and the allocation of current values to the assets and liabilities assumed in the consolidated financial statements is as follows:

Euro

C Total (A+B) 142,032,000
B Portion corresponding to minorities 70,032,002
A Portion corresponding to the TIP Group 71,999,998
of which
G Total assets and liabilities assumed (D+E+F) 142,032,000
F Current liabilities (625,971)
E Deferred taxes (1,488,282)
D Total assets (A+B+C) 144,146,253
C Cash and cash equivalents 233,006
B Design Brands S.p.A.) 5,233,508
Associated company investment destined for resale (Italian
A Associated company investment (Italian Design Brands S.p.A.) 138,679,739

The company Club Design S.r.l. was established in late June to set up a club deal with some of the most important Italian family offices for the purchase of an additional 20% stake in Investindesign S.p.A. The transaction was finalised in July.

Consolidation procedures

Subsidiaries are consolidated on the basis of the respective financial statements, adjusted appropriately to render them consistent with the accounting policies adopted by the Parent Company.

All intercompany balances and transactions, including any unrealised gains arising from relations between Group companies, are fully eliminated. Unrealised losses are eliminated, unless they represent impairment losses.

(3) Presentation

The choices adopted by the Group in relation to the presentation of the consolidated financial statements are summarised below:

  • income statement and comprehensive income statement: IAS 1 requires that items be classified based on either their nature or destination. The Group has decided to use the format of items classified by nature;
  • statement of financial position: in accordance with IAS 1, assets and liabilities must be classified as current and non-current or, alternatively, in order of liquidity. The Group has chosen the criteria of classification as current and non-current;
  • statement of changes in consolidated equity, prepared in accordance with IAS 1.

(4) Segment disclosure

TIP is a diversified, independent industrial group. The activity carried out by senior management to support the above activities, both in terms of marketing contacts, initiatives, including institutional initiatives on the external side, and involvement in the various deals, is highly integrated. Furthermore, execution and other activity is organised with the aim of more flexible use of experts available "on call" when necessary in advisory or equity processes.

In view of this choice, a precise separate economic and financial representation of the different areas of activity cannot be provided, since the allocation of labour costs of senior management and other personnel on the basis of a series of estimates linked to parameters that could then be exceeded in actual operations would lead to a very high distortion in the profitability levels of the business segments, undermining the nature of the information.

In these consolidated financial statements, only details of the performance of the "Revenues from sales and services" component, linked solely to advisory activities, are therefore provided, thus excluding the "Other revenues" account.

Euro 30 September
2023
30 September
2022
Revenues from sales and services 1,119,163 1,307,110
Total 1,119,163 1,307,110

Revenues are strongly conditioned by the timing of accrual of success fees, which may have a variable distribution during the year.

This account
comprises:
Euro 30 September 30 September
2023 2022
1. Services 1,757,933 1,464,481
2. Other charges 754,981 428,882
Total 2,512,914 1,893,363

(5) Purchases, service and other costs

Service costs mainly refer to general and commercial expenses and professional and legal consultancy. These include Euro 77,151 of remuneration of the independent auditors and Euro 68,552 of compensation of members of the Board of Statutory Auditors and Supervisory Board.

Other charges mainly include taxes on financial transactions, non-deductible VAT and stamp duties. The value of other expenses in the period is mainly due to the financial transaction tax due at the time the equity investments are acquired.

(6) Personnel expense

The cost of personnel under the "Salaries and wages" and "Directors' fees" items includes a total charge of Euro 3,528,539 in charges accrued pro rata temporis in relation to the allocation, in the second half of 2019, of 2,500,000 units under the "Performance Share TIP 2019 - 2021 Plan", the allocation, in the second quarter of 2022, of 2,000,000 units under the "Performance Share TIP 2022 – 2023 Plan" and the allocation, in the second quarter of 2023, of 2,000,000 units under the "Performance Share TIP 2023 – 2025 Plan". In accordance with IFRS 2, the Units allocated were measured according to the equity settlement method.

The variable fees for directors are commensurate, as always, with the company's pro forma performance.

(7) Financial income/(charges)

This
account
comprises:
Euro
30 September 2023 30 September 2022
1.
Income from equity investments
8,298,713 108.232.729
2.
Other income
2,180,220 6,043,626
Total financial income 10,478,933 114,276,355
3.
Interest and other financial charges
(14,134,433) (10,791,906)
Total financial charges (14,134,433) (10,791,906)
Net financial income/(charges) (3,655,500) 103,484,449

(7).1. Income from equity investments

Euro 30 September 2023 30 September 2022
Capital gain from the sale of equity investments 0 100,192,115
Dividends 8,298,713 8,040,614
Total 8,298,713 108,232,729

The item "Capital gain from the sale of equity investments" from the previous year refers to the capital gain generated by the sale of the BE equity investment, as described in previous financial reports.

As at 30 September 2023, dividends were received from the following investees (euro):

Total 8,298,713
Other companies 392,271
Basicnet S.p.A. 530,741
Vianova S.p.A. 711,033
Hugo Boss A.G. 1,080,000
Prysmian S.p.A. 1,129,800
Amplifon S.p.A. 2,158,868
Moncler S.p.A. 2,296,000

(7).2. Other income

These mainly include changes in fair value and capital gains on investments in listed shares available for sale of Euro888,429, interest income on bonds of Euro 691,298, interest income from loans and bank interest of Euro 408,151, and other financial income.

(7).3. Interest and other financial charges

Euro 30 September 2023 30 September 2022
Interest on bonds 6,045,146 5,939,222
Other 8,089,287 4,852,684
Total 14,134,433 10,791,906

"Interest on bonds" refers to the TIP 2019 - 2024 bond of Euro 300 million, calculated using the amortised cost method by applying the effective interest rate.

The "Other" item includes bank interest on loans of Euro 3,859,878, capital losses on bonds of Euro 2,445,615, changes in the value of derivative instruments of Euro 1,394,623 and other financial expenses and foreign exchange losses.

(8) Share of profit/(loss) of associated companies measured under the equity method

The share of the profit/loss of the associated companies, which resulting in income of approximately Euro 52.6 million, includes the positive results of the investee companies IPGH (Interpump), OVS, ITH (SeSa), Roche Bobois, Beta Utensili, Sant'Agata (Chiorino), Elica, Limonta and Italian Design Brands and the persistently negative net result of Alpitour S.p.A. (to 31 July and therefore without including the fundamental months of August and September).

For more information on these equity investments, see Note 10, "Investments in associated companies measured under the equity method", and Attachment 2.

(9) Investments measured at FVOCI

This account refers to minority investments in listed and non-listed companies.

Euro 30 September 2023 31 December 2022
Investments in listed companies 487,006,540 486,249,695
Investments in unlisted companies 252,379,711 231,291,275
Total 739,386,251 717,540,969

Changes in investments measured at FVOCI are shown in Attachment 1.

The TIP Group currently holds investments (Apoteca Natura, Buzzoole, Digital Magics, DoveVivo, Eataly, Mulan Holding and Simbiosi) not classified as associated companies, despite the presence of an equity investment of more than 20% and/or other indicators that may indicate significant influence, since they are not able to provide periodic financial information that would enable the TIP Group to process the accounting data required for the equity method. The unavailability of such information is an objective limitation on the exercise of significant influence, and consequently it was deemed appropriate to classify such equity investments as investments measured at FVOCI.

Euro 30 September 2023 31 December 2022
Asset Italia S.p.A. 108,585,430 108,494,337
Beta Utensili S.p.A. 119,722,605 116,934,575
Clubitaly S.p.A. 44,096,838 41,926,327
Elica S.p.A. 49,774,107 47,173,291
Gruppo IPG Holding S.p.A. 154,314,082 136,450,673
Itaca Equity Holding S.p.A. 8,093,549 10,550,801
Itaca Equity S.r.l. 323,010 466,717
Italian Design Brands S.p.A. 139,820,376 0
ITH S.p.A. 81,850,081 73,932,885
Overlord S.p.A. 26,971,740 26,981,705
OVS S.p.A. 181,541,631 176,463,951
Roche Bobois S.A. 87,605,741 84,558,656
Sant'Agata S.p.A. 61,479,705 58,071,616
Other associated companies 644,651 673,101
Total 1,064,823,546 882,678,639

(10) Associated companies measured under the equity method

The main changes during the period consisted of the entry of Italian Design Brands S.p.A. for approximately Euro 138.7 million following the acquisition of a controlling stake in Investindesign S.p.A., a company that holds the stake in Italian Design Brands S.p.A., profit shares of approximately Euro 52.6 million, as commented on in Note 8, and of the share of changes in the reserves of the associated companies, which were positive by approximately Euro 3.6 million. Other increases refer to Euro 2.2 million of new purchases of Eataly S.p.A. shares through the Clubitaly vehicle (total investment by Clubitaly of approximately Euro 5 million) and Euro 0.8 million of increase in the investment in Elica. The reductions consist of dividends received from associated companies of approximately Euro 15.8 million.

For more information on these investments, see Note 8 "Share of profit/(loss) of associated companies measured under the equity method" and Attachment 2.

In line with the ESMA recommendations, the direct and indirect effects of the conflict in Ukraine and international geopolitical tensions were also taken into account as an indicator of potential impairment of goodwill embedded in the equity method valuations of associated companies and their investees. In this case also, analyses have been developed considering alternative scenarios, as suggested by the recent ESMA recommendations on valuations for interim financial statements. The impairment tests did not identify any impairment losses, as the recoverable value was higher than the relevant book value.

Euro 30 September 2023 31 December 2022
Financial receivables measured at amortised cost 7,363,576 3,852,912
Total 7,363,576 3,852,912

(11) Financial receivables measured at amortised cost

Financial receivables calculated at amortised cost consist of Euro 3,359,235 in loans granted to Tefindue S.p.A., a company that indirectly holds a stake in Octo Telematics S.p.A. reclassified from current assets following the agreement reached in March extending the maturity date to February 2026, to participating financial instruments issued by Talent Garden S.p.A. for Euro 1,666,438 subscribed through the subsidiary StarTIP and include the loan granted to the investee Cila 1 S.p.A. for Euro 1,350,00.

(12) Current financial receivables measured at amortised cost

Euro 30 September 2023 31 December 2022
Financial receivables measured at amortised cost 500,000 3,983,043
Total 500,000 3,983,043

The decrease, as described above, was mainly due to the reclassification of loans granted to Tefindue S.p.A. from current to non-current. Current financial receivables include a portion of the loans, amounting to Euro 500,000, which will be repaid in 2023, as provided for in the agreement.

(13) Derivative instruments

The derivatives item is composed of ETF short instruments purchased to cover the large investments in the portfolio.

(14) Current financial assets measured at FVOCI

Euro 30 September 2023 31 December 2022
Current financial assets measured at FVOCI 24,586,985 35,718,950
Total 24,586,985 35,718,950

These are non-derivative financial assets consisting of investments in bonds for the purposes of temporary use of liquidity. Some securities, with a total value of Euro 20.1 million, are subject to a pledge to secure a loan.

(15) Current financial assets measured at FVTPL

Euro 30 September 2023 31 December 2022
Current financial assets measured at FVTPL 0 4,417,394
Non-current financial assets measured at FVTPL 2,677,927 0

The decrease in current financial assets and the increase in non-current financial assets is due to the reclassification of the convertible bond granted to Tefindue S.p.A. following the agreement reached in March, which extends the maturity date to February 2026. In addition, current financial assets measured at FVTPL decreased as a result of the monetisation of listed shares available for sale.

(16) Cash and cash equivalents

This item represents the balance of bank deposits determined by the nominal value of the current accounts held with credit institutions.

Euro 30 September 2023 31 December 2022
Bank deposits 6,378,983 10,204,318
Cash in hand and similar 5,310 5,941
Total 6,384,293 10,210,259

The table below shows the composition of the net financial position at 30 September 2023, compared with the net financial position as at 31 December 2022.

Euro 30 September 2023 31 December 2022
A Cash and cash equivalents 6,384,293 10,210,259
B Other cash equivalents 0 0
C Other current financial assets 26,316,353 45,685,387
D Liquidity (A+B+C) 32,700,646 55,895,646
E Current financial debt (including debt instruments but
excluding current portion of non-current financial debt) 132,005,442 58,285,978
F Current portion of non-current financial debt 10,539,666 4,572,091
G Current financial debt (E+F) 142,545,109 62,858,069
H Net current financial debt (G-D) 109,844,463 6,962,423
I Non-current financial debt (excluding current portion and
debt instruments) 109,602,501 113,523,950
J Debt instruments 299,294,031 298,858,473
K Trade payables and other non-current payables 0 0
L Non-current financial debt (I+J+K) 408,896,533 412,382,424
M Total financial debt (H+L) 518,740,995 419,344,847

The change in the period is mainly attributable to the use of liquidity to finalize equity investments in the first nine months of the year, the distribution of dividends and the purchase of treasury shares, net of the proceeds from the sale of equity investments and bonds and the collection of dividends.

(17) Share capital

The share capital of TIP S.p.A. amounts to Euro 95,877,236.52, represented by 184,379,301 ordinary shares.

At 30 September 2023, the Company held 18,218,309 treasury shares, amounting to 9.881%% of its share capital.

no. of treasury shares at 1 no. of shares acquired at no. of shares sold as at no. of treasury shares at
January 2023 30 September 2023 30 September 2023 30 September 2023
17,264,908 1,873,401 920,000 18,218,309

Shares sold refers to the allocation of shares to directors and employees following the exercise of performance share units.

Additional disclosures on equity at 30 September 2023 are provided below:

(18) Reserves

Share premium reserve

It amounted to Euro 266,356,910 and decreased as a result of the performance share unit exercise mentioned above.

Legal reserve

The legal reserve stood at Euro 19,175,447 and was unchanged on 31 December 2022.

Fair value OCI reserve without reversal to profit or loss

The reserve was positive and amounted to Euro 343,474,472. It refers to changes in the fair value of equity investments, net of the effect of related deferred taxes. Amounts relating to capital gains realised on partial disinvestments of equity investments that are not reversed to the income statement pursuant to IFRS 9 have been reclassified from the reserve to retained earnings.

For details of the changes, see Attachment 1 and Note 9 (Investments measured at FVOCI) and Note 10 (Investments measured under the equity method).

Fair value OCI reserve with reversal to profit or loss

The reserve was positive and amounted to Euro 4,297,397. It mainly refers to the portion of changes in the OCI reserve of equity-accounted investees and to changes in the fair value of securities acquired as temporary liquidity investments. The related fair value reserve will be reversed to the income statement when the underlying security is sold.

Treasury share acquisition reserve

The reserve was negative and amounted to Euro 118,208,386.

Other reserves

These were negative for a total of Euro 5,941,224. They mainly refer to decreases in reserves due to equity investments measured using the equity method. They include the reserve for the assignment of performance share units.

IFRS business combination reserve

The reserve was negative and amounted to Euro 483,655, unchanged from 31 December 2022.

Merger surplus

The merger surplus amounted to Euro 5,060,152 and arose from the merger of Secontip S.p.A. into TIP S.p.A. on 1 January 2011.

Retained earnings

Retained earnings amounted to Euro 587,226,925 and increased compared to 31 December 2022 due to the allocation of the 2022 profit and the reclassification from the OCI fair value reserve without reclassification to the income statement of the amounts relating to capital gains realised on partial disinvestments of holdings not recognised in the income Statement, net of dividends paid.

(19) Net result for the period

Basic earnings per share

At 30 September 2023, basic earnings per share – profit for the period divided by average number of shares outstanding in the period, calculated taking into account treasury shares held – was a positive Euro 0.17.

Diluted earnings per share

At 30 September 2023 diluted earnings per share were positive and amounted to Euro 0.17. This amount represents the profit for the period divided by the average number of ordinary shares outstanding at 30 September 2023, calculated taking into account treasury shares held and any dilutive effects of the shares in service of the performance share plans.

(20) Post-employment benefit provisions

At 30 September 2023 the balance of the item relates to the post-employment benefits due to all employees of the company at the end of their employment. The liability has not been updated on an actuarial basis.

(21) Financial payables

Financial payables of Euro 407,155,394 relate to:

  • Euro 299,294,031 to the TIP 2019-2024 Bond placed in December 2019, with a nominal value of Euro 300,000,000. The bond, with an initial ex-dividend date of 5 December 2019 and a maturity date of 5 December 2024, was issued at a discount to par and pays annual coupons and a fixed gross annual nominal rate of 2.5%. The loan has been accounted for at amortised cost by applying the effective interest rate that takes into account the transaction costs incurred for the issue of the bond and the bonds repurchased by the company;
  • the sum of Euro 99,783,533 relates to a medium/long-term loan with a nominal value of Euro 100,000,000, repayable at maturity on 31 December 2025, recorded at amortised cost by applying the effective interest rate that takes account of the transaction costs incurred to obtain the loan. The loan includes compliance with a covenant on an annual basis;
  • Euro 8,077,830 relates to a fixed-rate loan repayable on 12 April 2026.

In accordance with the application of the international accounting standards referred to in Consob recommendation DEM 9017965 of 26 February 2009 and Bank of Italy/Consob/ISVAP document No. 4 of March 2010, it should be noted that the item in question does not include any exposure related to unfulfilled covenants.

(23) Current financial liabilities

Current financial liabilities of Euro 142,469,719 mainly refer to:

  • Euro 120,097,388 in payables to banks on current account overdrafts;
  • Euro 6,132,500 in interest accrued on the TIP 2019-2024 bond;
  • Euro 3,999,831 relates to the portion of the principal amount to be repaid in the short term of a medium/long term fixed rate loan maturing on 12 April 2026;
  • Euro 12,240,000 in the deferred portion of the consideration for the purchase of the shares in Investindesign S.p.A. The purchase by TIP of the shares in Investindesign S.p.A. for a total of Euro 72 million anticipates the payment of the balance in November 2023.

(24) Related party transactions

The table shows the data related to the transactions with related parties performed during the period, with details of the amounts, types and counterparties.

Party Type Consideration/balance
at 30 September 2023
Consideration/balance
at 30 September 2022
Asset Italia S.p.A. Revenues 753,075 753,075
Asset Italia S.p.A. Trade receivables 253,075 253,075
Asset Italia 1 S.r.l. Revenues 3,075 3,075
Asset Italia 1 S.r.l. Trade receivables 3,075 3,075
Asset Italia 3 S.r.l. Revenues 3,075 3,075
Asset Italia 3 S.r.l. Trade receivables 3,075 3,075
Clubitaly S.p.A. Revenues 25,575 25,575
Clubitaly S.p.A. Trade receivables 25,575 25,575
Gruppo IPG Holding S.p.A Revenues 22,500 22,500
Gruppo IPG Holding S.p.A Trade receivables 22,500 22,500
Itaca Equity S.r.l. Revenues 26,500 26,500
Itaca Equity S.r.l. Trade receivables 7,500 11,500
Itaca Equity S.r.l. Shareholder loan 710,000 710,000
Itaca Equity Holding S.p.A. Revenues 7,500 7,500
Itaca Equity Holding S.p.A. Trade receivables 7,500 7,500
Itaca Equity Holding S.p.A. Shareholder loan 0 8,968,561
Itaca Gas S.r.l. Revenues 6,000 2,219
Itaca Gas S.r.l. Trade receivables 6,000 2,219
Overlord S.p.A. Revenues 3,075 2,050
Overlord S.p.A. Trade receivables 3,075 2,050
Services provided to companies related to the Board of
Directors
Revenues from
services
37,500 223,000
Services provided to companies related to the Board of
Directors
Trade receivables 13,500 25,000
Services received from companies related to the Board of
Directors
Costs (services
received)
5,869,013 9,348,354
Payables for services received from companies related to
the Board of Directors
other payables 5,456,513 8,935,010

The services offered to all the parties listed above were provided at arm's-length contractual and economic terms and conditions.

On behalf of the Board of Directors Executive Chairperson Giovanni Tamburi

Milan, 14 November 2023

ATTACHMENTS

Declaration of the Executive Officer for Financial reporting and the delegated administrative bodies as per Article 81-ter of Consob Regulation No. 11971 of 14 May 1999, and subsequent amendments and supplements.

    1. The undersigned, Alessandra Gritti, as Chief Executive Officer, and Claudio Berretti, as Executive Officer for Financial Reporting of Tamburi Investment Partners S.p.A., affirm, pursuant to Article 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998:
    2. the adequacy in relation to the characteristics of the Company; and
    3. the effective application during the period to which the consolidated financial statements refer

of the administrative and accounting procedures for the preparation of the interim consolidated financial statements at 30 September 2023.

No significant issues have emerged in this regard.

    1. We also declare that:
    2. a) the quarterly consolidated financial report at 30 September 2023 corresponds to the accounting documents and records;
    3. b) the quarterly consolidated financial report at 30 September 2023 has been prepared in accordance with the International Financial Reporting Standards (IFRSs) and the related interpretations published by the International Accounting Standards Board (IASB) and adopted by the Commission of the European Communities by Regulation 1725/2003 as amended, in accordance with Regulation 1606/2002 of the European Parliament and, to the best of our knowledge, provides a true and fair representation of the consolidated results, balance sheet and financial position of Tamburi Investment Partners S.p.A.
    4. c) the Directors' Report includes a reliable analysis of significant events occurring during the year and their impact on the consolidated financial statements, as well as a description of the main risks and uncertainties. The Directors' Report also includes a reliable analysis of information on significant transactions with related parties.

The Chief Executive Officer The Executive Officer for

Financial Reporting

Milan, 14 November 2023

Attachment 1 – Changes in investments measured at FVOCI

Balance at 1.1.2023 increases decreases
Euro historical fair value Write down to book value fair Acquisition or reclassifications increases in fair decreases decreases in fair reversals of fair value changes to book value
cost adjustments P&L value incorporations value value P&L 30/09/2023
Non-listed companies
Apoteca Natura Investment S.p.A. 0 25,000,000 25,000,000
Azimut Benetti S.p.A. 38,990,000 81,110,000 120,100,000 21,276,139 (12,866,687) (33,787,391) 94,722,061
Bending Spoons S.p.A. 8,620,503 12,574,476 21,194,979 1,999,948 6,949,088 30,144,016
Buzzoole Plc. 5,392,122 (2,862,767) 2,529,355 (773,025) 1,756,330
Dv Holding S.p.A. 13,596,812 10,502,107 24,098,918 24,098,918
Heroes Sr.l. (Talent Garden S.p.A.) 2,526,882 10,361,992 12,888,874 9,690 (1,051,796) 11,846,768
Lio Factory Scsp 10,012,688 10,012,688 10,012,688
Mulan Holding S.r.l. 7,050,752 7,050,752 7,050,752
Simbiosi S.r.l. 0 10,082,472 10,082,472
Talent Garden S.p.A. 5,502,592 799,085 6,301,677 6,301,677
Vianova S.p.A. (formerly Welcome Italia
S.p.A.) 10,867,774 14,532,225 25,400,000 3,600,000 29,000,000
Other equity instr. & other minor 1,753,809 60,221 (100,000) 1,714,030 650,000 2,364,030
Total non-listed companies 104,313,934 127,077,339 (100,000) 231,291,273 37,742,110 0 31,825,228 (12,866,687) (1,824,821) (33,787,391) 0 252,379,711
no. of
Listed companies shares
Alkemy S.p.A. 404,000 4,747,074 (294.994) 4,452,080 (1,268,560) 3,183,520
Amplifon S.p.A. 7,444,373 60,713,803 144,728,468 205,442,271 1,938,466 1,955,033 209,335,769
Basicnet S.p.A. 2,948,566 14,795,720 819,466 15,615,186 43,579 (1,505,648) 14,153,116
Digital Magics S.p.A. 2,289,555 12,132,968 (4,600,333) 7,532,635 (2,152,182) 5,380,454
Ferrari N.V. 3,617,109 887,391 4,504,500 1,076,725 (3,617,109) (1,964,117) 0
Hugo Boss AG 1,080,000 80,298,115 (21,805,315) 58,492,800 6,220,800 64,713,600
Moncler S.p.A. 2,050,000 32,102,928 69,372,072 101,475,000 11,439,000 112,914,000
Prysmian S.p.A. 1,883,000 45,715,189 36,400,694 82,115,883 8,205,672 (9,381,271) (9,103,834) 71,836,450
Other listed companies 18,711,327 (3,038,700) (9,053,288) 6,619,340 898,759 (1,025,701) (137,759) (874,239) 9,229 5,489,629
Total listed companies 272,834,233 222,468,749 (9,053,288) 486,249,696 1,982,044 0 29,795,989 (14,024,081) (5,064,149) (11,942,189) 9,229 487,006,540
Total investments 377,148,167 349,546,088 (9,153,288) 717,540,969 39,724,154 0 61,621,217 (26,890,767) (6,888,971) (45,729,580) 9,229 739,386,251

Attachment 2 – Changes in associated company investments

Euro balance at 31.12.2021 purchases/recla
ssifications
share of profit of investments evaluated whit
the equity method
increases (decreases) FVOCI
reserve without reversal to P/L
increases (decreases)
OCI reserve with
increases
(decreases) other
(decreases) or returns
or reclassifications
balance at 31.12.2022
reversal to P/L reserves
Asset Italia S.p.A. 107,768,399 (4,018,699) (231,601) 4,976,238 108,494,337
Be Think, Solve, Execute S.p.A. (1) 30,063,250 1,294,787 176,215 (31,534,252) 0
Beta Utensili S.p.A. 113,858,867 7,517,026 (1,008,215) (3,433,103) 116,934,575
Clubitaly S.r.l. 51,022,328 (91,169) (9,004,832) 0 41,926,327
Elica S.p.A. 42,659,254 1,508,173 3,328,555 993,763 (530,633) (785,820) 47,173,291
Gruppo IPG Holding S.r.l. 112,820,170 24,641,056 0 1,582,158 (665,127) (1,927,584) 136,450,673
Itaca Equity Holding S.p.A. 2,691,056 8,968,900 (543,495) (562,531) (3,129) 0 10,550,801
Itaca Equity S.r.l. 803,365 (78,880) (257,695) (72) 0 466,717
ITH 62,046,554 5,318,968 8,838,390 98,701 (1,667,162) (702,566) 73,932,885
Overlord S.p.A. 0 26,998,994 (17,289) 0 26,981,705
OVS S.p.A. 153,691,798 12,256,320 12,456,323 358,025 1,011,260 (3,309,775) 176,463,951
Roche Bobois S.A. 80,685,694 10,841,824 347,132 (435,703) (6,880,290) 84,558,656
Sant'Agata S.p.A. 54,161,016 4,280,800 38,800 71,000 (480,000) 58,071,616
Other associated companies 639,835 33,265 673,101
Total 812,911,586 55,051,355 68,482,493 (9,236,432) 6,566,376 (2,043,351) (49,053,389) 882,678,639

(1) Reclassified among non-current financial assets held for sale and subsequently sold

Euro balance at 31.12.2022 purchases/recla share of profit of investments evaluated whit increases (decreases) FVOCI increases (decreases) increases (decreases) or returns balance at 30.9.2023
ssifications the equity method reserve without reversal to P/L OCI reserve with (decreases) other or reclassifications
reversal to P/L reserves
Asset Italia S.p.A. 108,494,337 979,281 15,999 (904,192) 108,585,430
Beta Utensili S.p.A. 116,934,575 5,023,925 2,178,095 (4,413,990) 119,722,605
Clubitaly S.r.l. 41,926,327 2,198,489 (27,978) 0 44,096,838
Elica S.p.A. 47,173,291 830,388 2,096,101 1,019,046 (396,976) (947,743) 49,774,107
Gruppo IPG Holding S.r.l. 136,450,673 18,101,140 199,180 206,829 (643,740) 154,314,082
Itaca Equity Holding S.p.A. 10,550,801 (2,239,886) (71,175) (146,191) 0 8,093,549
Itaca Equity S.r.l. 466,717 (202,005) 59,130 (833) 0 323,010
Italian Design Brands S.p.A. (1) 138,679,739 1,074,588 66,048 139,820,376
ITH 73,932,885 7,497,706 220,601 198,887 0 81,850,081
Overlord S.p.A. 26,981,705 (9,965) 0 26,971,740
OVS S.p.A. 176,463,951 9,715,215 (476,621) 803,748 (4,964,662) 181,541,631
Roche Bobois S.A. 84,558,656 6,760,650 122,038 464,578 (4,300,181) 87,605,741
Sant'Agata S.p.A. 58,071,616 3,891,400 30,809 (34,120) (480,000) 61,479,705
Other associated companies 673,101 (28,450) 644,651
Total 882,678,639 141,708,616 52,631,722 15,999 2,442,959 1,095,921 (15,750,317) 1,064,823,546

(1) The increase refers to the inclusion in the scope of consolidation, following the acquisition of the subsidiary Investindesign S.p.A., which holds the equity interest in Italian Design Brands S.p.A.

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