(Translation from the Italian original which remains the definitive version)

2023 INTERIM FINANCIAL REPORT

	CORPORATE BODIES 4
	GROUP STRUCTURE AS AT 30 June 2023 6
CELLULARLINE GROUP INTERIM DIRECTORS' REPORT 8
1.	Introduction 9
2.	Methodological note 9
3.	Accounting policies 9
4.	Main financial and performance indicators 10
5.	Market performance 11
6.	Group performance 11
7.	Capital and financial position 18
8.	Investments and research and development activities 23
9.	Information on transactions with related parties and non-recurring, atypical or unusual transactions 23
10.	Atypical and/or unusual transactions 23
11.	Share-based payments 23
12.	Treasury shares and shares of the parent 23
13.	Main risks and uncertainties to which the Group is exposed 24
14.	Management and coordination 29
15.	Branches 29
16.	Workforce 29
17.	Information on environmental impact 29
18.	Significant events during and after the interim period 30
19.	Outlook 32
	CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2023
	33
	NOTES 39
1.	Introduction 40
2.	Basis of preparation and accounting policies 40
3.	Segment reporting 52
4.	Notes to the individual financial statements captions 52
5.	Transactions with related parties 72
6.	Other information 73
TER	ATTESTATION OF THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE PERIOD ENDED 30 June 2023 PURSUANT TO ART. 81- OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED AND SUPPLEMENTED 75

COMPANY DATA OF THE PARENT CELLULARLINE S.p.A.

Registered Office:

Cellularline S.p.A. Via Grigoris Lambrakis 1/a 42122 Reggio Emilia (RE) - Italy

Legal information:

Share capital Euro 21,343,189 fully paid-up VAT reg. no. and Tax Code 09800730963 Economic and Administrative Register RE-315329 Certified e-mail address: [email protected] ISIN: IT0005244618 Alphanumeric code: CELL Corporate website: www.cellularlinegroup.com

CORPORATE BODIES

Board of Directors

Antonio Luigi Tazartes	Chairman
Christian Aleotti	Deputy Chairman and Chief Executive Officer
Marco Cagnetta	Chief Executive Officer
Donatella Busso	Independent Director
Paola Vezzani	Independent Director
Alessandra Bianchi	Independent Director
Davide Danieli	Director
Marco Di Lorenzo	Director
Walter Alba	Independent Director
Laura Elena Cinquini	Independent Director

Risk and Control Committee

Donatella Busso	Chairwoman and Director
Alessandra Bianchi	Director
Paola Vezzani	Director

Appointments and Remuneration Committee

Paola Vezzani	Chairwoman and Director
Walter Alba	Independent Director
Donatella Busso	Director

Committee for Transactions with Related Parties

Donatella Busso	Chairwoman and Director
Alessandra Bianchi	Director
Laura Elena Cinquini	Independent Director

Board of Statutory Auditors

Lorenzo Rutigliano	Chairman
Daniela Bainotti	Standing Auditor
Paolo Chiussi	Standing Auditor
Guido Prati	Alternate Auditor
Andrea Fornaciari	Alternate Auditor

Supervisory Body

Anna Doro Chairwoman

Alessandro Cencioni Member Ester Marino Member

Independent Auditors

KPMG S.p.A.

GROUP STRUCTURE AT 30 June 2023

GROUP COMPOSITION

At 30 June 2023, the Group consists of the following companies:

Cellularline S.p.A., the parent, incorporated under Italian law with registered address at Via Lambrakis 1/a, Reggio Emilia (Italy), and operating in Italy and abroad in the sector of design, distribution (including third-party brand products) and marketing of accessories and devices for multimedia products (smartphones, tablets, wearables, audio devices, etc.) and for mobile connectivity (in the car and on motorcycles/bikes). The parent has a permanent establishment in Paris, at 91, Rue Du Faubourg Saint Honoré (France), where three employees operate on a permanent basis, carrying out strictly commercial activities for the management of relationships with customers in the French market;
Cellular Spain S.L.U., a company incorporated under Spanish law with registered office in C/Newton, 1 edificio 2 nave 1, Leganes (Madrid) a wholly-owned subsidiary, which distributes Cellularline brand products in the Spanish and Portuguese markets;
Cellular Inmobiliaria Italiana S.L.U., a company incorporated under Spanish law with registered office in Cl. Industrial no. 50 Sur Edificio 2 Nave 27, Leganés (Madrid), a wholly-owned subsidiary which owns a property - formerly the headquarters of Cellular Spain - currently leased to third parties;
Cellular Immobiliare Helvetica S.A., with registered office in Lugano, Via Ferruccio Pelli no. 9 (Switzerland), a wholly-owned subsidiary, which owns the property leased to the commercial company Cellular Swiss S.A.;
Pegaso S.r.l., a company incorporated under Italian law with registered office in Via Brigata Reggio 24, Reggio Emilia (Italy), which was acquired on 3 April 2019 and is a wholly-owned subsidiary. As a holding company it owns 100% of Systema S.r.l.;
Systema S.r.l., a company incorporated under Italian law with registered office in Via della Previdenza Sociale 2, Reggio Emilia (Italy), and a subsidiary through the wholly-owned equity investment held in Pegaso S.r.l.; Systema operates in the European market for mobile phone accessories for telecommunications;
Worldconnect AG, a Swiss-registered company based in Diepoldsau, Switzerland, an 80%-owned subsidiary, is the world market leader in premium travel adapters. Founded in 2002, Worldconnect -

through its trademarks SKROSS and Q2 Power and leading OEM partnerships - operates internationally with a vast range of products comprising multiple travel adapters, specific adapters for individual countries and peripheral power devices.

Coverlab S.r.l., a company incorporated under Italian law with registered office in via Mantova 91/A, Parma, a 55%-owned subsidiary, is an e-commerce company, operating - through its proprietary website - in the custom segment of smartphone accessories under the brand Coverlab.
Subliros SL, a company incorporated under Spanish law with registered office in C/Jacquard 97, Sabadel (Barcelona), an 80%-owned subsidiary, is an e-commerce company, operating - through its proprietary website - in the custom segment of smartphone accessories under the brand Allogio.
Cellularline USA Inc., a company incorporated under the laws of the United States with registered office in 350 5TH AVE FL 41, New York, is a wholly-owned subsidiary, which distributes Cellularline Group products in the USA and Canada.
Peter Jäckel GmbH, a major German player based in Alfeld, a small town in Lower Saxony, Germany, is a 60%-owned subsidiary. The company was acquired in January 2023.
Cellular Middle East FZE, a company incorporated in April 2023, is a wholly-owned subsidiary based in Dubai.
Cellular Swiss S.A., a company incorporated under Swiss law with registered office in Route de Marais 17, Box no. 41, Aigle (Switzerland) a 50%-owned associate, which distributes the Cellularline products in the Swiss market.

DIRECTORS' REPORT

1. Introduction

The Cellularline Group (hereinafter the "Group" or the "Cellularline Group") is one of the main operators in the smartphone and tablet accessories sector in the EMEA area, as well as a market leader in Italy; moreover, the Group ranks, by volume, among the top operators in Spain, Switzerland, Belgium, the Netherlands and Austria and boasts a strong competitive position in the other European countries.

The consolidating company (Cellularline S.p.A.) is the result of the merger (the "Business Combination"), that took place on 28 May 2018, of Ginetta S.p.A. and Cellular Italia S.p.A. into Crescita S.p.A., a company listed on AIM Italia, the Alternative Capital Market organised and managed by Borsa Italiana S.p.A. until 21 July 2019.

On 22 July 2019, Cellularline was transferred to the Mercato Telematico Azionario - Euronext Milan segment - of Borsa Italiana S.p.A.

The 2023 Interim Financial Report includes the financial statements of the Parent and its subsidiaries (hereinafter also the "Group" or the "Cellularline Group").

2. Methodological note

This Directors' Report provides information on the financial position, performance and cash flows of the Cellularline Group at 30 June 2023, compared with the prior interim period figures at 30 June 2022 (at 31 December 2022 for the equity figures).

Amounts are expressed in thousands of euros, unless otherwise indicated.

The amounts and percentages were calculated in thousands of euros and, therefore, any differences in certain tables are due to rounding.

3. Accounting policies

This Directors' Report at 30 June 2023 was prepared in accordance with the provisions of art. 154-ter, paragraph 4 of Legislative Decree no. 58/98 of the T.U.F. [Consolidated Finance Act] - and subsequent amendments and additions - in compliance with art. 2.2.3 of the Stock Exchange Rules. In order to facilitate an understanding of the Group's economic and financial performance, a number of Alternative Performance Indicators ("APIs") were identified, as defined by the ESMA 2015/1415 guidelines. For a correct interpretation of these APIs, the following should be noted: (i) these indicators are based exclusively on the Group's historical data and are not indicative of its future performance, (ii) the APIs are not required by IFRS and, though derived from the condensed interim consolidated financial statements, are not subject to audit, (iii) the APIs should not be considered as substitutes for the indicators provided for in the IFRS, (iv) these APIs must be read together with the Group's financial information in the annual Consolidated Financial Statements; (v) the definitions and criteria adopted to determine the indicators used by the Group, as they are not provided for by the IFRS, may not be consistent with those adopted by other companies or groups and, therefore, may not be comparable with any indicators presented by such parties, and (vi) the APIs used by the Group are drawn up according to a continuous and consistent definition and presentation for all the periods for which financial information is included in the annual Consolidated Financial Statements.

The APIs shown (Adjusted EBITDA, Adjusted EBIT, Adjusted profit (loss) for the year attributable to owners of the parent, Adjusted Cash Flow from Operations, Adjusted Net Financial indebtedness, Adjusted Net Financial indebtedness/Adjusted EBITDA LTM, Cash generation and Cash Conversion Ratio) are not identified as accounting measures under IFRS and, therefore, as explained above, should not be considered as alternative measures to those provided by the Group's financial statements for the assessment of the economic performance and the related financial position. Certain indicators defined as "adjusted" are reported in order to represent the Group's performance and financial position, net of non-recurring events, non-core operations and events linked to non-recurring transactions, as identified by the Group. These indicators reflect the main financial statements items, net of non-recurring income and expense that are not strictly correlated with the Group's core business and operations, and therefore allow a more consistent analysis of the Group's performance in the periods considered in the Directors' Report.

4. Main financial and performance indicators¹

(In thousands of Euro)	H1 2023	H1 2022
Performance indicators
Revenue	67,820	54,558
Adjusted EBITDA2	4,555	3,319
Adjusted EBIT3	1,422	484
Loss for the period attributable to owners of the parent	(4,036)	(43,011)
Adjusted loss for the period attributable to owners of the parent4	(1,120)	(280)

	Balance at
(In thousands of Euro)	30 June 2023	31 December 2022	30 June 2022
Financial indicators
Cash flows generated by operating activities	1,143	4,889	5,531
Net financial indebtedness	48,555	40,384	40,216
Adjusted net financial indebtedness 5	48,555	40,384	39,296
Adjusted net financial indebtedness/Adjusted LTM EBITDA	2.7x	2.4x	2.3x

For more details on changes in cash flows generated by operating activities, please refer to paragraph 7. "Statement

of Financial Position" included in this Directors' Report.

¹ Adjusted indicators are not identified as IFRS indicators and, therefore, should not be considered as an alternative measure for the assessment of the Group's results. Since the composition of these indicators is not regulated by IFRS, the Group's calculation criterion applied may not be consistent with that adopted by other companies or that may be adopted in the future by the Group, or created by it, and thus not comparable.

² Adjusted EBITDA is the EBITDA adjusted by (i) non-recurring expense/(income), (ii) the effects deriving from non-core events, (iii) the effects of events associated with non-recurring transactions and (iv) exchange gains/(losses).

³ Adjusted EBIT is the operating profit adjusted by (i) non-recurring expense/(income) and (ii) the effects of non-core events, (iii) the effect of events associated with non-recurring transactions and (iv) adjustments of amortisation and depreciation relating to the purchase price allocation procedure.

⁴ Adjusted loss for the period attributable to owners of the parent is calculated as the consolidated profit or loss for the period adjusted for (i) adjustments incorporated in Adjusted EBITDA, (ii) adjustments of amortisation and depreciation relating to the Purchase Price Allocation, (iii) impairment of goodwill (iv) adjustments of non-recurring financial expense/(income) and (v) the theoretical tax impact of these adjustments.

⁵ Adjusted net financial indebtedness is adjusted for financial liabilities for warrants. It should be noted that the instrument is no longer exercisable as from 5 June 2023 (as provided for in the Regulation in the section "Deadline").

5. Market performance

The market the Group operates in is characterised by seasonal phenomena that are typical of the market of electronic products and accessories. Sales are higher in the second half of each year, with a peak in demand near and during the Christmas period. The EMEA market for smartphone accessories below EUR 100 - the one in which the Group mainly operates - grew in all major European countries (+5.9%) in H1 2023 compared to the same period last year.

6. Group performance

The income statement presented in this Directors' Report has been reclassified in accordance with the presentation methods that management believes best represent the trend of the Group's operating profitability during the six months.

Income Statement

(thousands of Euro)	H1 2023	Of which related parties	% of revenue	H1 2022	Of which related parties	% of revenu e
Revenue from sales	67,820	2,012	100%	54,558	1,996	100%
Cost of sales6 5	(43,467)		-64.1%	(35,231)		-64.6%
Gross profit	24,353		35.9%	19,327		35.4%
Sales and distribution costs	(14,130)		-20.8%	(12,655)		-23.2%
General and administrative costs	(13,588)	(6)	-20.0%	(52,224)	(6)	-95.7%
Other non-operating income	691		1.0%	802		1.5%
Operating loss	(2,674)		-3.9%	(44,750)		-82.0%
* of which PPA amortisation	3,325		4.9%	3,225		5.9%
* of which impairment of goodwill	-		-	39,925		73.2%
* of which non-recurring expense	699		1.0%	968		1.8%
* of which exchange gains	72		0.1%	1,116		2.0%
Adjusted operating loss (Adjusted EBIT)	1,422		2.1%	484		0.9%
* of which depreciation and amortisation (excluding PPA amortisation)	3,133		4.6%	2,835		5.2%
Adjusted EBITDA	4,555		6.7%	3,319		6.1%
Financial income	60		0.1%	308		0.6%
Financial expense	(1,823)		-2.7%	(998)		-1.8%
Exchange gains	106		0.2%	1,329		2.4%
Pre-tax loss	(4,331)		-6.4%	(44,111)		-80.9%
* of which PPA amortisation	3,325		4.9%	3,225		5.9%
* of which impairment of goodwill	-		-	39,925		73.2%
* of which non-recurring expense	699		1.0%	968		1.8%
* of which fair value gain (loss) on the warrant and
put&call	-		-	(307)		-0.6%
Adjusted pre-tax loss	(307)		-0.5%	(300)		-0.5%
Current and deferred taxes	295		0.4%	1,100		2.0%
Loss for the period attributable to owners of the parent	(4,036)		-6.0%	(43,011)		-78.8%

* of which PPA amortisation	3,325		4.9%	3,225		5.9%
* of which impairment of goodwill	-		-	39,925		73.2%
* of which non-recurring expense	699		1.0%	968		1.8%
* of which fair value gains (loss) on warrants	-		-	(307)		-0.6%
* of which tax effect on the above items Adjusted loss for the period attributable to owners of	(1,107)		-1.6%	(1,080)		-2.0%
the parent	(1,120)		-1.7%	(280)		-0.5%

⁶For the purpose of a better presentation of the group's results, the transport costs associated with material purchases were subdivided from transport on sales and classified under "Cost of Sales"; for consistency, the 2022 figures have been reclassified accordingly.

6.1 Consolidated revenue

It should be noted that the H1 revenue, given the seasonality of the business, historically account for less than 40% of the annual total and is therefore not necessarily representative of an annual trend.

In the first half of 2023, the Group's Revenue from sales totalled EUR 67,820 thousand, or 24.3% more than in the same period last year (EUR 54,558 thousand) thanks to the increase in sales both on the domestic and international markets. In particular, the latter is benefiting from the impetus of the recent distribution agreement signed with reference to the DACH region, the increase in sales by Worldconnect, and finally the inclusion of the revenues of the newly acquired companies.

It should be noted that Peter Jäckel GmbH (acquired in January 2023) and Subliros SL (a subsidiary as of the last quarter of 2022) contributed EUR 2,512 thousand and EUR 138 thousand, respectively, in the period under review; therefore, the like-for-like revenue development (i.e., the comparison of sales with last period on a like-for-like basis) was +19.4%.

6.1.1 Revenue from sales by product line

The Group designs, distributes and markets a wide range of products divided into the following product lines:

(i) Red line, including accessories for multimedia devices (such as cases, covers, phone holders for cars, protective glass, power supply units, portable chargers, data and charging cables, headphones, earphones, speakers, wearable technology products and travel adapters);
(ii) Black line, including all products and accessories related to the world of motorcycles and bicycles (such as, for example, intercoms and supports for smartphones); and
(iii) Blue line, which includes all the products marketed in Italy and abroad, not under the Group's proprietary trademarks.

The following table shows revenue, broken down by product, for the periods considered:

		Revenue from sales by product line

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue	Δ	%
Red – Italy	19,447	28.6%	18,013	33.0%	1,434	8.0%
Red – International	34,708	51.2%	25,079	46.0%	9,629	38.4%
Revenue from sales - Red	54,155	79.9%	43,092	79.0%	11,063	25.7%
Black – Italy	2,228	3.3%	2,245	4.1%	(17)	-0.8%
Black – International	2,135	3.1%	1,896	3.5%	239	12.6%
Revenue from sales - Black	4,363	6.4%	4,141	7.6%	222	5.4%
Blue – Italy	8,478	12.5%	5,478	10.0%	3,000	54.8%
Blue – International	824	1.2%	1,845	3.4%	(1,021)	-55.4%
Revenue from sales - Blue	9,302	13.7%	7,323	13.4%	1,979	27.0%
Other – Italy	0	0.0%	2	0.0%	(2)	-100%
Revenue from Sales - Others	0	0.0%	2	100%	(2)	-100%
Total revenue from sales	67,820	100.0%	54,558	100.0%	13,261	24.3%

the Red Line recorded a year-on-year increase of 25.7% (EUR 11,063 thousand), accounting for approximately 80% of the whole Group's performance for the period. Growth was driven by increased demand in international markets due to the contribution of both Cellularline and Worldconnect products, as well as the positive effect of new acquisitions and the new sales agreement signed with MediaMarktSaturn Germany;
the Black Line recorded sales of EUR 4,363 thousand; with slight growth (EUR +222 thousand) with the same period of the previous year;
the Blue Line recorded growth of EUR 1,979 thousand (+27.0%), mainly due to increased demand for products of non-Group owned brands distributed in Italy.

6.1.2 Consolidated revenue by geographical segment

The following table shows revenue, broken down by geographical segment, for the periods considered:

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue	Δ	%
	30,153	44.5%	25,737	47.2%	4,416	17.2%
DACH	10,717	15.8%	5,016	9.2%	5,701	>100%
Eastern Europe	5,808	8.6%	4,973	9.1%	835	16.8%
Spain/Portugal	5,623	8.3%	4,650	8.5%	973	20.9%
Benelux	3,817	5.6%	2,974	5.5%	843	28.3%
France	2,968	4.4%	2,960	5.4%	8	0.3%
Northern Europe	2,565	3.8%	1,828	3.4%	737	40.3%
Great Britain	2,325	3.4%	2,394	4.4%	(69)	-2.9%
North America	900	1.3%	391	0.7%	509	>100%
Middle East	460	0.7%	491	0.9%	(31)	-6.3%
Others	2,485	3.7%	3,144	5.8%	(660)	-21.0%
Total Revenue from Sales6	67,820	100.0%	54,558	100.0%	13,261	24.3%

Revenue from sales by geographical segment
--------------------------------------------	--	--	--

With regard to the analysis of sales by geographic area, it should be noted that the sales recorded in foreign markets accounted for over 55.5% of the Group's total sales, with an increase in the incidence of 3 p.p. compared with the figure of the first half of 2022 (52.8%). Amongst others, the DACH market performed particularly well.

6.2 Cost of sales

In the first half of 2023, the Cost of sales came to EUR 43,467 thousand (EUR 35,231 thousand in the first half of 2022), corresponding to 64.1% of revenue, slightly lower than the same period of the previous year (64.6%); the benefit on margins deriving from the revaluation of the Euro against the US dollar (the currency used to purchase the Group's goods) in early 2023 is not significant, as during the period under review, the item is still affected by the exchange rate relative to purchases made in the second half of 2022.

⁶ Beginning with this Report, revenue from Great Britain and North America have been highlighted; the 2022 figures have been consistently reclassified in order to allow a proper comparison between the periods.

On a like-for-like basis with 2022, cost of sales would amount to EUR 41,656 thousand.

6.3 Sales and distribution costs

(In thousands of Euro)			Changes
	H1 2023	H1 2022	Δ	%
Sales and distribution personnel expense	6,739	6,084	655	10.8%
Commissions to agents	2,970	2,654	316	11.9%
Transport	1,918	1,852	66	3.6%
Advertising and advertising consultancy expenses	1,279	1,031	248	24.0%
Other sales and distribution costs	1,224	1,033	191	18.5%
Total sales and distribution costs	14,130	12,655	1,475	11.7%

Although this item increased by EUR 1,475 thousand in absolute terms as compared to the previous period, it decreased by 2.4% as a percentage of revenue to 20.8% as compared to 23.2% in the first half of 2022. This efficiency improvement is a direct consequence of both the higher absorption of fixed costs due to the strong growth in revenue in the period, and the careful cost control policy implemented by management.

The main benefits derive from the reduction in the incidence of (i) Personnel expense (-1.25%); (ii) Commissions to Italian agents resulting from a lower weight of domestic sales compared to foreign markets (-0.5%); and (iii) transport costs (0.6%).

On a like-for-like basis with 2022, sales and distribution costs would amount to EUR 13,784 thousand.

			Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Amortisation	5,080	4,810	270	5.6%
Depreciation	1,378	1,250	128	10.2%
Impairment of goodwill	-	39,925	(39,925)	-100%
Provisions for risks and impairment losses	327	121	206	>100%
Administrative personnel expense Strategic, administrative, legal, HR consultancy,	3,203	2,892	311	10.7%
etc.	1,328	1,051	277	26.3%
Commissions and fees	142	74	68	92.6%
Directors' and Statutory Auditors' fees	466	496	(30)	-6.0%
Other general and administrative costs	1,664	1,605	59	3.7%
Total General and administrative costs	13,588	52,224	(38,636)	-74.0%

6.4 General and administrative costs

General and administrative costs amounted to EUR 13,588 thousand in the first half of 2023, compared to EUR 52,224 thousand in the first half of 2022. In the first half of 2022, the impairment of goodwill amounting to EUR 39.9 million had a significant impact; if we exclude such impact, the incidence of general and administrative costs as a percentage of revenue decreased by about 2.5% on the first half of 2023 compared with the same period of 2022.

The consolidation of Peter Jäckel GmbH and Subliros SL had an impact of EUR 306 thousand on "General and administrative costs".

6.5 Other non-operating income and expense

Net non-operating income amounted to EUR 691 thousand and mainly refer to costs and income relating to the Group's non-core operations. The item can be broken down as follows:

	Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Prior year income	122	43	79	>100%
Recoveries of SIAE fees	3	(3)	6	<100%
(SIAE and CONAI contributions)	(129)	(72)	(57)	79.2%
Other non-operating income	694	834	(140)	-16.8%
Net Other non-operating (expense) / income	691	802	(111)	-13.9%

6.6 Adjusted EBITDA

The main data used to calculate adjusted EBITDA is shown below:

(In thousands of Euro)			Changes
	H1 2023	H1 2022	Δ	%
Operating loss	(2,674)	(44,750)	42,076	-94.0%
Amortisation and depreciation	6,458	6,060	398	6.6%
Impairment of goodwill	-	39,925	(39,925)	>100%
Non-recurring expense	699	968	(269)	-27.8%
Exchange gains/(losses)	72	1,116	(1,044)	>100%
Adjusted EBITDA	4,555	3,319	1,236	37.2%

Adjusted EBITDA amounted to EUR 4,555 thousand in the reported period, an increase of EUR 1,236 thousand compared to the same period of the previous year. The Adjusted EBITDA margin shows a 0.6% margin recovery over the period, from 6.1% in the first half of 2022 to the current 6.7%, as a direct result of the higher absorption of fixed costs due to the strong revenue growth in the period and a careful cost control policy implemented by management. As already noted, the increase in margin resulting from the appreciation of the euro against the USA dollar in the first few months of 2023 was not significant, as the cost of sales includes inventories formed in the second half of 2022, when the EUR/USD exchange rate conditions were much more unfavourable.

Adjustments made to EBITDA, excluding depreciation and amortisation, amounted to EUR 771 thousand during the first half of 2023 (EUR 42,009 thousand in the first half of 2022) and mainly consisted of:

(i) non-recurring expense (EUR 699 thousand); these are income and expense related to non-recurring, non-core events or related to one-off transactions.

(ii) exchange gains of EUR 72 thousand related to the effect of translating trade receivables/payables expressed in foreign currencies at the reporting date, due to currency purchase for transactions in USD recognised in profit or

loss under financial income; although these are not non-recurring income and expense, with this adjustment the Group intends to present the operating performance, net of currency effects.

6.7 Financial income and expense

Net financial expense amounts to EUR 1,763 thousand (expense of EUR 690 thousand in the first half of 2022), as detailed in the table below:

			Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Fair value gains	60	307	(247)	-80.5%
Interest income	-	1	(1)	-100.0%
Total Financial income	60	308	(248)	-80.6%
Commissions and fair value losses	(619)	(478)	(141)	29.6%
Interest expense on non-current loans	(1,099)	(441)	(657)	>100%
Other interest expense	(104)	(79)	(25)	31.6%
Total Financial expense	(1,823)	(998)	(825)	82.6%
Net Financial expense	(1,763)	(690)	(1,073)	>100%

The higher net financial expense (EUR 1,073 thousand) was mainly attributable to the increase in interest rates on non-current loans, as well as the absence of the positive effect of the fair value gains on warrants that were outstanding in the previous period (EUR 307 thousand in the first half of 2022).

Financial expense for the first half of 2023 comes to EUR 1,823 thousand and mainly refers to:

EUR 619 thousand related to bank fees and premiums for derivative contracts;
EUR 1,099 thousand relative to interest to banks for the loans in place during the period (the residual debt at 30 June 2023 is EUR 30,291 thousand);
EUR 104 thousand for other interest expense.

6.8 Exchange gains and losses

			Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Exchange gains on trade transactions	72	1,116	(1,044)	-93.5%
Exchange gains on financial transactions	34	213	(179)	-84.3%
Net exchange gains/(losses)	106	1,329	(1,223)	-92.0%

The decrease of EUR 1,223 thousand is mainly due to the trend of the EUR/USD exchange rate.

6.9 Adjusted EBIT

The main data used to calculate adjusted EBIT is shown below:

		Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Operating loss	(2,674)	(44,750)	42,076	-94.0%
PPA amortisation	3,325	3,225	100	3.1%
Impairment of goodwill	-	39,925	(39,925)	-100%
Non-recurring expense	699	968	(269)	-27.8%
Exchange gains	72	1,116	(1,044)	-93.5%
Adjusted EBIT	1,422	484	938	>100%

Adjusted EBIT amounted to EUR 1,422 thousand compared with EUR 484 thousand in the same period of 2022.

The adjustments made to the Group EBIT refer to the non-recurring income and expense and the exchange differences (see the section on adjusted EBITDA, and to the amortisation of purchase price allocation of EUR 3,325 thousand.

6.10 Adjusted loss for the period attributable to owners of the parent

The main data used to calculate the adjusted profit or loss for the period attributable to owners of the parent is shown below:

			Changes
(In thousands of Euro)	H1 2023	H1 2022	Δ	%
Loss for the period attributable to owners of the parent	(4,036)	(43,011)	38,975	-90.6%
Non-recurring expense	699	968	(269)	-27.8%
PPA amortisation	3,325	3,225	100	3.1%
Impairment of goodwill	-	39,925	(39,925)	-100%
Fair value warrants	-	(307)	307	-100%
Tax effect of the above items	(1,107)	(1,080)	(27)	2.5%
Adjusted loss for the period attributable to owners of the parent	(1,120)	(280)	(840)	>100%

The adjusted loss attributable to the owners of the parent for the first half of 2023 is EUR 1,120 thousand (a loss of EUR 280 thousand for the first half of 2022).

In addition to the factors mentioned in the section on adjusted EBIT, the adjustments made to this item mainly relate to the tax effects of the items adjusted.

7. Statement of financial position

Statement of financial position

(In thousands of Euro)	30 June 2023	Of which related	%	31 December	Of which related	%
ASSETS		parties		2022	parties
Intangible assets	53,861		23.6 %	54,825		25.4%
Goodwill	37,792		16.6 %	34,272		15.9%
Property, plant and equipment	7,684		3.4 %	7,726		3.6%
Equity investments in associates and other companies	71		0.0 %	71		0.0%
Right-of-use assets	4,573		2.0 % 2.4	4,388		2.0%
Deferred tax assets	5,409		% 0.0	5,122		2.4%
Non-current financial assets	-		% 47.	-		0.0%
Total non-current assets	109,390		9%	106,405		49.4%
Inventories	49,182		21.6 %	41,400		19.2%
Trade receivables	48,230	3,010	21.1 %	53,291	3,707	24.7%
Current tax assets	754		0.3 %	970		0.5%
Financial assets	157		0.1 %	75		0.0%
Other assets	8,130		3.6 % 5.4	3,371		1.6%
Cash and cash equivalents	12,366		% 52.1	9,916		4.6%
Total current assets	118,819		%	109,023		50.6%
TOTAL ASSETS	228,209		100. 0%	215,428		100.0 %
Share capital	21,343		9.4 %	21,343		9.9%
Other reserves	106,188		46.5 %	168,737		78.3%
Retained earnings	2,730		1.2 %	15,554		7.2%
	(4,036)		- 1.8			-
Loss for the period/year attributable to owners of the parent			% 55. 3%	(75,166)		34.9%
Equity attributable to owners of the parent Non-controlling interests	126,225 -			130,468 -		60.6% -
Total Equity	126,225		55. 3%	130,468		60.6%
LIABILITIES
Bank loans and borrowings and loans and borrowings from other financial backers	16,006		7.0 %	15,709		7.3%
Deferred tax liabilities	3,349		1.5 %	2,762		1.3%
Employee benefits	518		0.2 %	524		0.2%
Provisions for risks and charges	2,493		1.1 %	1,356		0.6%
Other financial liabilities	13,125		5.8 %	9,457		4.4%
Total non-current liabilities	35,491		15.6 %	29,808		13.8%
Bank loans and borrowings and loans and borrowings from other financial backers	30,390		13.3 %	23,788		11.0%
Trade payables	26,993		11.8 %	23,580		10.9%
Current tax liabilities	374		0.2 %	772		0.4%

		0.0
Provisions for risks and charges	-	%	-	0.0%
		3.1
Other liabilities	7,179	%	5,591	2.6%
		0.7
Other financial liabilities	1,557	%	1,421	0.7%
		29.1
Total current liabilities	66,493	%	55,152	25.6%
		44.
TOTAL LIABILITIES	101,984	7%	84,960	39.4%
		100.		100.0
TOTAL EQUITY AND LIABILITIES	228,209	0%	215,428	%

Financial Position

	Balance at
(In thousands of Euro)	30 June 2023	31 December 2022
Available cash/(Financial liabilities):
Cash	14	7
Bank deposits	12,352	9,909
Cash and cash equivalents	12,366	9,916
Current financial assets	157	75
Current bank loans and borrowings	(30,390)	(23,788)
Other financial liabilities	(1,557)	(1,421)
Current financial indebtedness	(31,790)	(25,134)
Net current financial indebtedness	(19,424)	(15,218)
Non-current bank loans and borrowings	(16,006)	(15,709)
Other financial liabilities	(13,125)	(9,457)
Non-current financial indebtedness	(29,131)	(25,166)
Net financial indebtedness	(48,555)	(40,384)
Other financial liabilities - warrants	-	-
Adjusted net financial indebtedness	(48,555)	(40,384)

Cash and cash equivalents (EUR 12,366 thousand), the committed credit facility for M&As inherent in the existing non-current loan agreement (EUR 10,000 thousand) and unused available trade credit facilities and factors (EUR 11,954 thousand) ensure the Group's high level of equity and financial solidity, as well as adequate flexibility for possible future acquisitions.

The composition of the Group's net working capital and net invested capital at 30 June 2023 and 31 December 2022 is detailed below:

(In thousands of Euro)		Balance at
	30 June 2023	31 December 2022
Inventories	49,182	41,400
Trade receivables	48,230	53,291
Trade payables	(26,993)	(23,580)
Net trade working capital	70,419	71,111
Other working capital items	1,331	(2,022)
Net working capital	71,750	69,089
Non-current assets	109,390	106,405
Non-current provisions and other liabilities	(6,359)	(4,642)
Net invested capital	174,781	170,852
Net financial indebtedness	48,555	40,384
Equity	126,225	130,468
Total equity and financial liabilities	174,781	170,852

The Group's Net Trade Working Capital at 30 June 2023 was EUR 70,419 thousand with a decrease in absolute value of EUR 692 thousand compared to 31 December 2022 due to a decrease in trade receivables for EUR 5,061 thousand and an increase in trade payables for EUR 4,413 thousand, partially absorbed by an increase in inventories (EUR 7,782 thousand). This aggregate accounted for 46.7% of sales for the period, compared to 51.7% at the end of June 2022.

Total receivables assigned without recourse to factor companies amounted to EUR 9,636 thousand at 30 June 2023 (EUR 7,850 thousand as at 31 December 2022).

Other items of net circulating capital include VAT receivables (+EUR 2,033 thousand compared to 30 June 2023) and accrued income and prepaid expenses (respectively amounting to EUR 3,329 thousand in the first half of 2023 and EUR 1,980 thousand in the first half of last year).

Non-Current Assets increased by EUR 2,984 thousand mainly as a result of the following changes: (i) recognition of goodwill related to the acquisition of the subsidiary Peter Jäckel GmbH in the amount of approximately EUR 3,445 thousand (ii) decrease in intangible assets in the amount of approximately EUR 964 thousand (iii) increase in deferred tax assets in the amount of EUR 287 thousand.

The Group's Net Invested Capital amounted to EUR 174,781 thousand at 30 June 2023, increased compared to the end of 2022 (EUR 170,852 thousand at 31 December 2022) mainly as a result of the recognition of Peter Jäckel's goodwill.

Below is a reconciliation of the net financial indebtedness at 30 June 2023, of EUR 48,555 thousand, and at 31 December 2022, of EUR 40,384 thousand, according to the scheme envisaged by ESMA Guidance 32-382-1138 dated 4 March 2021 and indicated in the Consob Note 5/21 dated 29 April 2021:

	Balance at		Changes
(In thousands of Euro)	30 June 2023	31 December 2022	Δ	%
(A) Cash	12,366	9,916	2,450	24.7%
(B) Cash equivalents	-	-	-	-
(C) Other current financial assets	157	75	82	>100%
(D) Liquidity (A)+(B)+(C)	12,523	9,991	2,532	25.4%
(E) Current financial debt	1,557	1,421	136	9.6%
(F) Current portion of non-current financial debt	30,390	23,788	6,602	27.8%
(G) Current financial indebtedness (E) + (F)	31,947	25,209	6,738	26.7%
- of which guaranteed	-	-	-	-
- of which not guaranteed	31,947	25,209	6,738	26.7%
(H) Net current financial indebtedness (G) - (D)	19,424	15,218	4,206	27.6%
(I) Non-current financial debt	29,131	25,166	3,965	15.8%
(J) Debt instruments	-	-	-	-
(K) Non-current trade and other payables	-	-	-	-
(L) Non-current financial indebtedness (I)+(J)+(K)	29,131	25,166	3,965	15.8%
- of which guaranteed	-	-		-
- of which not guaranteed	29,131	25,166	3,965	15.8%
(M) TOTAL FINANCIAL INDEBTEDNESS (H) + (L)	48,555	40,384	8,171	20.2%

Total Financial Indebtedness includes, in addition to cash and cash equivalents of EUR 12,523 thousand, noncurrent bank loans and borrowings (EUR 30,291 thousand), current bank loans and borrowings (EUR 16,105 thousand), a liability related to the valuation of put/call options for the purchase of non-controlling interests (EUR 9,952 thousand), and lease liabilities in accordance with IFRS 16 (EUR 4,730 thousand).

The increase in Total Financial Indebtedness of EUR 8,171 thousand at 30 June 2023, compared to 31 December 2022, is mainly attributable to the acquisition of Peter Jäckel GmbH (EUR 6,941 thousand, including the disbursement for the acquisition of 60% in January 2023, the valuation of the Put/Call options for the purchase of the remaining 40% and the net indebtedness of the acquired company). In terms of the impact on the Group's cash and cash equivalents at 30 June 2023, however, the impact is significantly lower (- EUR 2,552 thousand).

The main factors that influenced the Group's cash flow trends in the period considered are summarised below (compared with the same period of last year).

(In thousands of Euro)	H1 2023	H1 2022
Cash flows from operating activities
Loss for the period	(4,036)	(43,011)
Adjustments for:
- Current and deferred taxes	(295)	(1,100)
- Net accruals and impairment losses	198	(492)
- (Gains)/losses on equity investments	-	-

Net cash flows generated by operating activities

- Accrued financial expense	1,718	643
- Amortisation, depreciation and impairment of goodwill	6,463	46,000
- Other non-monetary movements	51	66
Changes in:
- Inventories	(6,537)	(13,156)
- Trade receivables	6,024	8,156
- Trade payables	3,258	2,855
- Other changes in operating assets and liabilities	(2,965)	5,653
- Payment of employee benefits and change in provisions	6	(81)
Cash flows generated by operating activities	3,886	5,531
Taxes paid	(1,075)	(941)
Interest and other net charges paid	(1,668)	(998)
Net cash flows generated by operating activities	1,143	3,592

The net cash flow generated by operating activities, amounting to EUR 1,143 thousand (EUR 3,592 thousand in the first half of 2022), decreased mainly due to the dynamics of working capital.

Cash flows used in investing activities

(In thousands of Euro)	H1 2023	H1 2022

Acquisition of subsidiary, net of cash acquired and other costs	(2,552)	-
(Purchases)/sale of property, plant and equipment and intangible assets (*)	(2,233)	(2,829)
Cash flows used in investing activities	(4,785)	(2,829)

In the first half of 2023, the investment activity mainly concerned:

investments in intangible assets of about EUR 1,528 thousand (including the effect of converting financial statements carried in foreign currencies), mainly related to the evolution of the main company software and R&D on new products/brands;
investments in property, plant and equipment in the amount of about EUR 722 thousand (including the effect of converting financial statements carried in foreign currencies);
the consideration paid for the acquisition of the first tranche of Peter Jäckel GmbH, net of the cash acquired.

Cash flows generated by financing activities

(In thousands of Euro)	H1 2023	H1 2022

Increase in financial liabilities	6,891	1,735
Decrease in other financial liabilities	(585)	(962)
Dividend distribution	-	(1,012)
Payment of transaction costs relating to financial liabilities	45	48
Other changes in equity (*)	(342)	355
Net cash flows generated by financing activities	6,008	164

The cash flows generated by financing activities in the first half of 2023 mainly reflect:

the payment of the instalment of the non-current bank loan outstanding with Banco BPM S.p.A. and Intesa Sanpaolo S.p.A. for EUR 5,000 thousand;
use of the Capex facility to January 2023 in the amount of EUR 4,000 thousand with reference to the acquisition of the German subsidiary Peter Jäckel;
a new non-current loan of EUR 6,000 thousand taken out early in the year;
the change in the item Other financial liabilities is mainly attributable to the change in lease liabilities recognised in accordance with IFRS16.

8. Investments and research and development activities

During the first half of 2023 - as in previous reporting periods - the Group carried out constant research and development activities, focusing its efforts on selected projects deemed to be of particular importance:

technological product innovation, with the aim of achieving ecological transition targets (accessories, cases, packaging solutions, etc.);
aesthetic and design innovation of the main product lines;
technological process innovation in the main business areas, including supply chain, information technology and e-commerce, the project of which is developed in-house.

9. Information on transactions with related parties and non-recurring, atypical or unusual transactions

Information on transactions with related parties is presented in Note 5 to the Condensed Interim Consolidated Financial Statements.

10. Atypical and/or unusual transactions

During the first half of 2023, there were no atypical and/or unusual transactions, as defined in CONSOB Communication no. DEM/6064293 of 28 July 2006.

11. Share-based payments

Information on share-based payment plans is presented in Note 4.12 to the Condensed Interim Consolidated Financial Statements.

12. Treasury shares and shares of the parent

During the first half of 2023, 741,269 treasury shares were assigned in connection with the distribution of the extraordinary dividend resolved by the shareholders' meeting of 28 April 2023.

Therefore, the number of treasury shares held at 30 June 2023 was 398,445 (1,038,174 as of 31 December 2022), or 1.82% of the share capital.

13. Main risks and uncertainties to which the Group is exposed

This section provides information on the Group's exposure to each of the risks and uncertainties, the objectives, policies and processes for managing these risks and the methods used to assess them, as well as the Group's management of capital.

The overall responsibility for creating and supervising a Group risk management system lies with the parent's Directors, who are responsible for developing and monitoring the Group's risk management policies.

The Group's risk management policies are designed to identify and analyse the risks to which the Group is exposed, to establish appropriate limits and controls and to monitor risks and compliance with these limits. These policies and related systems are reviewed regularly to reflect any changes in market conditions and the Group's activities. Through training, standards and management procedures, the Group aims to create a disciplined and constructive control environment in which its employees are aware of their roles and responsibilities.

In this context, the Parent Cellularline S.p.A. has adopted the Code of Ethics and the Organisation and Management Model pursuant to Legislative Decree No. 231 of 8 June 2001, giving appropriate notice to all the parties concerned, and keeps it updated according to regulatory developments and corporate activities.

13.1 Risks related to competition and competitiveness

The mobile device (smartphones and tablets) accessories market is characterised by a high level of competitiveness, which could also increase further with the possible entry of potential new Italian or foreign competitors. The Group's current or future competitors may be able to implement marketing and commercial development policies that will enable them to gain market share to the detriment of those operators that use multiple sales channels. In this case, the Group could be forced to reduce its sales prices without any corresponding reduction in the purchase costs of its products, thus achieving a lower margin on the sale of its products. One of the Group's main threats is the sale of competing products by producers located in the Far East, often through the on-line channel and with low quality and/or non-certified product offerings.

If the Group, in the event of an increase in the number of direct and/or indirect competitors, is not able to maintain its competitive strength on the market, there could be negative effects on its business and growth prospects as well as on its financial position and performance. Further risks are linked to possible changes in consumer purchasing behaviour in the light of demographic changes, increasing digitalisation, changing economic conditions and purchasing power. Any misjudgement regarding developments in consumer behaviour,

trends in terms of prices and product ranges may result in the risk of failed or delayed adoption of appropriate sales models and in the failed or delayed exploration of new sales channels, with possible negative effects on the Group's financial position and performance.

13.2 Risks related to seasonality and the obsolescence of inventories.

The market the Group operates in is characterised by seasonal phenomena that are typical of the market of electronic products and accessories. In particular, sales in the second half of each year account for more than 60% of total annual sales on average, with demand peaking in the last quarter of the year (Black Friday and Christmas). Absolute EBITDA, in consideration of a far more linear and uniform distribution of overhead costs (personnel,

rents and general expenses) throughout the year, is also affected by this seasonality, showing a significantly higher average EBITDA incidence in the second half of the year. Therefore, the Group is exposed to risks related to the availability of certain products in the warehouse as well as the risk that some of them may become obsolete before they are put on the market.

Considering the importance of warehouse management in its business organisation, the Group may be exposed both to an availability risk related to the correct forecast of the quantity and assortment of products for the subsequent marketing in a given period of the year and to a risk related to the obsolescence of inventories due to delays in marketing or because the quantities procured exceed sales on the market in the last quarter with possible sales difficulties in subsequent quarters.

The Group is exposed to the risk associated with possible changes in consumer purchasing behaviour, in light of demographic changes and increased competitive pressure, further amplified by the current macroeconomic conditions that increase price volatility with possible effects on consumers' purchasing choices also in relation to their spending capacity.

The incorrect definition of the product range in terms of variety and availability during the periods of the year that are characterised by high sales or the untimeliness of the change in strategy in terms of updated sales data and information could have a negative impact on the match between product offer and customer demand and the valuation of products held as inventories, with negative effects on the Group's financial position and performance.

13.3 Risks related to changes in the regulatory framework

The Group is subject to the regulations applicable to products manufactured and/or marketed. The evolution of the regulations or any changes to the regulations in force, also at international level, could require the Group to bear additional costs to adapt its production facilities or the characteristics of its products to the new provisions, with a consequent negative effect on the Group's growth prospects as well as on its financial position and performance.

13.4 Risks related to macroeconomic developments, the Russia and Ukraine conflict

As it operates in several international markets, the Group is affected by changes in the macroeconomic conditions of the markets concerned. Specifically, 2022 saw the addition of geopolitical uncertainty has been added as a result of the start of the war in Ukraine, with a consequent increase in unpredictability regarding potential future repercussions on the global economy.

The conflict between Russia and Ukraine, which started on 24 February 2022, is having major consequences globally, not only because of the severe humanitarian crisis that has ensued, but also because of the possible economic effects on global markets, which have been immediately reflected in the rising costs of some energy (gas and oil) and food (wheat) commodities. It should be noted that the Group has no direct or indirect operations in Ukraine and Russia, so the military conflict has had no direct impact on performance and business at present. However, it cannot be excluded that if further deterioration of global macroeconomic conditions were to occur as

a result of the worsening and/or flooding of the conflict, such as a prolonged recession in Europe and/or worldwide, the Group's financial position and performance could be adversely impacted.

It is considered that, with regard to the Covid-19 pandemic, although the risks have not yet completely ceased, there is no significant impact on Business.

13.5 Risk associated with price trends and possible procurement difficulties and relations with suppliers

The Group operates in international markets, with customers operating mainly in the EMEA area and with suppliers of products located mainly in the Far East (China and the Philippines); as of today, sales are therefore made almost exclusively in Euro, while the majority of purchases of products are settled in USD, as is the practice of the reference industry. The Group is therefore exposed to currency risk - for the main types of product supplies - almost exclusively in USD. However, there are numerous factors that limit its risk profile, including: i) the high rate of product innovation (about 35% of annual turnover derives from products launched in the year), ii) the possibility to carry out, in a relatively short time (3-6 months), revisions to customer price lists and, lastly, iii) the high contractual flexibility with suppliers in the Far East (with no commitments to purchase minimum quantities at predefined prices for periods exceeding 6 months - with rare exceptions).

The trend of the exchange rates applied during the period was as follows:

Currency	Average	At		At 31 December 2022
	H1 2023	30 June 2023	2022
Euro/USD	1.081	1.087	1.050	1.067

In 2023, the Group used derivative financial instruments to hedge fluctuations in the EUR/USD exchange rate. In addition, any legislative, political and economic changes, as well as potential social instability or the introduction of restrictions or customs duties on the export of products, or the introduction into the European Union of any restrictions on the import of products from these countries, could have a negative impact on the production capacity of suppliers and on the procurement activities of the Group, with consequent possible negative effects on the business and prospects, as well as on the financial position and performance of the Group.

During the latter months of 2022, the Group saw a gradual generalised increase in prices with world inflation at record levels for the past decades, which has had a direct impact on reducing demand from end consumers. The increase in costs was mainly driven by the increase in energy costs and transport costs, above all related to sea freight. In the course of 2023, the latter gradually normalised, returning to pre-Covid levels. The increase in interest rates due to the monetary policies of the main central banks to tackle inflation, in addition to impacting the cost of debt, could lead to a contraction in consumption also in the sector in which the Group operates, with negative effects on results.

13.6 Liquidity risk

From an operational point of view, the Group controls the liquidity risk through the regular planning of expected cash flows and payments. Based on the results of such planning, it identifies financial requirements and thus the financial resources to cover them. The average debt exposure is shown below:

(In thousands of Euro)	within 12 months	1 - 5 years	after 5 years	Total
Employee benefits	-	518	-	518
Trade payables	26,993	-	-	26,993
Deferred tax liabilities	-	3,349	-	3,349
Bank loans and borrowings and loans and borrowings from other financial backers	30,390	16,006	-	46,396
Non-current provisions for risks and charges	-	2,493	-	2,493
Other liabilities	7,179	-	-	7,179
Other financial liabilities	1,557	12,946	179	14,682
Current tax liabilities	374	-	-	374
Total	66,493	35,312	179	101,984

In order to prevent unforeseen cash outflows from becoming critical, the Group aims to keep a balance between maintaining the funding and flexibility, through the use of available liquidity and credit lines.

With regard to potential liquidity risks, the Group continues to show a solid equity and financial structure, considering the limited Leverage Ratio (2.7x), the current cash and cash equivalents (EUR 12 million), the committed credit facility for M&As involved in the non-current loan contract in place (EUR 30.0 million) and the unsecured commercial credit lines made available by various credit institutions and factor companies and not used (about EUR 12.0 million).

13.7 Credit risks

Credit risk is the risk that a customer or one of the counterparties to a financial instrument may cause a financial loss by defaulting on an obligation and arises mainly from the Group's trade receivables and financial investments. The Group is exposed to the risk that its customers may delay or fail to meet their payment obligations within the agreed terms and conditions and that the internal procedures adopted in relation to the assessment of creditworthiness and solvency of customers are not sufficient to ensure the successful completion of collections. Such failed payments, late payments or other default situations may be due to the insolvency or bankruptcy of the customer, economic events or specific situations of the customer.

Specifically, attention must be paid to the credit policy with regard to both long-standing and newly acquired customers, strengthening the policies of preventive action, by acquiring more complete credit information (from different sources) for all major and/or new customers and by progressively increasing the systematic way in which credit report analyses are conducted, including the assessment of the customer portfolio and the assignment of credit limits.

The schedule of trade receivables at 30 June 2023 is shown below:

(In thousands of Euro)	Not yet due	Due within 6 months	Due in 6 to 12 months	Due after 12 months
Trade receivables (gross of loss allowance)	39.166	3.510	694	5.003
Amounts due from associates	1.587	1.933	(23)	3
Total gross trade receivables	40.753	5.443	671	5.006
(Loss allowance)	-	-	-	(3.643)
Total net trade receivables	40.753	5.443	671	1.363

The Group recognises a loss allowance considering estimated losses on trade receivables, other assets and noncurrent financial assets. The main components of this allowance are the individual loss allowances on significant exposures and the collective impairment of homogeneous groups of assets for losses already incurred that have not yet been identified; the collective impairment is determined on the basis of the historical data on similar credit losses.

13.8 Interest rate risks

In relation to the risk of changes in interest rates, the Group has not yet entered into interest rate swaps to hedge the risk of changes in interest rates on the loans in place (residual debt at 30 June 2023 of approximately EUR 30 million), meaning that interest rates fluctuations could lead to an increase in financial charges relating to indebtedness. In order to align forecasts on interest rate trends, the Company has taken care to receive, with regard to the syndicated loan, a precise forecast of the cost of debt itself, projected to 31 December 2023.

13.9 Risks related to the administrative liability of legal persons

In 2017 the parent adopted the organisational model and the code of ethics and appointed the supervisory body as provided for by Legislative Decree no. 231 of 8 June 2001, in order to ensure compliance with the set conditions of fairness and transparency in the execution of business activities, to protect its position and image, the expectations of shareholders and the work of employees. The model is a valid tool for raising the awareness of all those who work on behalf of the parent, so that they behave correctly and properly while performing their activities, as well as a means of prevention against the risk of committing crimes.

13.10 Risks associated with climate change

Risk that a catastrophic event resulting from acute weather phenomena (storms, floods, earthquakes, fires or heat waves) and/or chronic weather phenomena, i.e. long-term climatic changes (temperature changes, rising sea levels, reduced water availability, loss of biodiversity, etc.), may damage assets or cause a production stoppage for the Group and/or suppliers, and prevent the Group from carrying out its operations by interrupting the value chain or lead to a slowdown in the supply chain.

Within the ESG report, the Group regularly and thoroughly examines the risk of climate change. The "ESG Report 2022", while not being an "NFS" (Non-Financial Statement) pursuant to Italian Legislative Decree no. 254/2016 implementing Directive 2014/95/EU, was presented to the Board of Directors on 28 July 2023 and was made

public and distributed to all stakeholders. At present, no significant elements have been highlighted such as to identify triggers that could generate accounting impacts. In particular, the recoverability of the value of inventories, the potential impact on the residual useful life of assets, following the potential need to replace them in order to comply with new policies or non-compliance with current regulations, and the potential impact on the demand for products were examined without finding any critical issues. Given the ongoing evolution of the subject, the Group will continue and expand its monitoring of such possible risks in the future.

14. Management and coordination

Cellularline S.p.A. is not managed and coordinated by companies or entities and defines its general and operational strategic guidelines independently.

15. Branches

The Company has its registered office in Reggio Emilia, at Via Grigoris Lambrakis no. 1/A and has a branch office in France, based in Paris at 91, Rue Du Faubourg Saint Honoré.

16. Workforce

In the first half of 2023, in the belief that people are one of the Group's strategic assets, it was decided to continue to invest in improving people management practices and policies through the implementation and continuous maintenance of HR processes and systems. Moreover, the Group continues to carry out training and development activities for its employees on a regular basis, in the certainty that the professional and working development of each individual is a prerequisite for continuous improvement in performance.

The work is carried out in full compliance with the rules and regulations in force regarding safety in the workplace. There have been no specific incidents to be mentioned in this report, such as deaths, serious accidents at work or occupational diseases for which the Group has been held liable.

The number of employees at 30 June 2023 was 288, compared to 251 in the previous year.

17. Information on environmental impact

The Group firmly believes in respecting the environment and the ecosystem in which it operates; this is why it carries out its business taking into account the protection of the environment and the need for sustainable use of natural resources, in accordance with the provisions of current environmental legislation, committing itself to act responsibly towards the territory and the community. In particular, the assessment and management of environmental and social impacts along the supply chain, as well as the traceability of its suppliers are extensively analysed in the Environment, Social and Governance (ESG) report published annually. The Group condemns any type of action or behaviour that is potentially harmful to the environment. Although it does not have any significant environmental impacts, the Group has adopted specific procedures for the disposal of Waste Electrical and Electronic Equipment (WEEE).

18. Significant events during and after the reporting period

In addition to that mentioned above, the following events took place in the reporting period:

New CFO and IR ad Interim: on 9 January 2023, the Board of Directors appointed Marco Cagnetta as Interim Investor Relater of the Parent effective as of the same date. On 12 December 2022, the Parent announced the appointment of Mauro Borgogno as the new Group Chief Financial Officer and Manager responsible for preparing the financial information, pursuant to Article 154-bis of the Consolidated Finance Law, to replace Davide Danieli, Chief Corporate and Financial Officer, Investor Relater and Manager responsible for preparing the financial information, who had tendered his resignation for personal reasons, effective as of 8 January 2023. Davide Danieli retained his position as Director on the Company's Board of Directors.
Peter Jäckel Closing: on 11 January 2023, Cellularline S.p.A. signed the closing of the acquisition of 60% of the share capital of Peter Jäckel Kommunikationssysteme GmbH, a major German player in the smartphone accessories sector. The Company was consolidated by Cellularline starting 1 January 2023. Peter Jäckel GmbH, based in Alfeld, a German town in Lower Saxony, has been successfully operating on the German market for more than 25 years with leading consumer electronics players. By joining the Cellularline Group, Peter Jäckel GmbH will benefit from the expansion of its product and service offering, as well as from operational and financial synergies, resulting in development opportunities for both companies. The transaction will allow the Cellularline Group to operate in a more structured manner in Germany, significantly strengthening its presence in the German market, which is Europe's most important market for smartphone accessories, while also accelerating its long-term growth strategy in international markets as envisaged in the 2022 - 2025 business plan. The preliminary consideration for the acquisition of 60% of the share capital of Peter Jäckel GmbH amounted to EUR 3.05 million and was paid at the closing; a price adjustment, if any, will be paid during the third quarter of 2023, following the approval of Peter Jäckel GmbH's 2022 financial statements. This possible adjustment will be determined on the basis of an adjustment mechanism that takes into account the final yearend Net Financial Position and Net Working Capital. This price will be financed through the use of a credit facility exclusively intended for M&A transactions, which has already been signed with Banco BPM S.p.A. and Intesa Sanpaolo S.p.A. The entrepreneurs-founders of Peter Jäckel GmbH will maintain their role in the company, working alongside Cellularline's management team to achieve ambitious growth goals on the German market. To this end, Cellularline has agreed on an incentive mechanism through incremental valuations over the three-year period 2023-2025, in which the parties will have the right to exercise put & call options over the minority shareholding, totalling 40%, divided into two tranches. The amount to be paid for each tranche will be calculated taking into account certain economic and financial parameters recorded by Peter Jäckel GmbH over 2024 and 2025. The exercise of the aforementioned options could therefore allow Cellularline to increase its stake to 100% by 2025.
Three-year agreement MediaMarktSaturn Germany: on 28 February 2023, Cellularline S.p.A. announced that it has signed a commercial agreement with MediaMarktSaturn Germany - the leading retail distributor of consumer electronics products in Germany, strategically focused on the shopping experience, with related

services and selection of accessories. The agreement extends for the distribution of Cellularline's range of products dedicated to charging and protecting smartphones in the approximately 400 German sales outlets of MediaMarktSaturn Germany. The widespread presence of the stores in Germany will allow the Cellularline Group to reach a large pool of potential new users throughout the country. Thanks to this new agreement, Cellularline completes its presence in the major countries in which MediaMarktSaturn Retail Group operates, already the company's longstanding sales partner in Italy, Spain, Portugal, Switzerland, Benelux, Turkey, and others. The agreement is effective from February 2023 and will last until at least December 2025. The Cellularline Group is continuing to pursue its globalisation strategy, and the agreement with MediaMarktSaturn Germany will help to strengthen Cellularline's position in Germany, which has always been considered crucial for the company as Europe's largest market for smartphone accessories.

The Shareholders' Meeting (28 April) approved all the items on the agenda and, in particular:
- o approval of the Financial Statements at 31 December 2022 and resolved to cover the loss for the year, amounting to EUR 75,893,350 thousand, through the utilisation of the available reserves. The distribution of a dividend through the assignment of treasury shares at a ratio of 1 share for every 28 ordinary shares of Cellularline S.p.A. (rounded down to the nearest unit), for a total maximum of 743,499 shares (corresponding to 3.40% of the share capital; dividend yield 3.6%) that can be entirely withdrawn from the treasury shares held by the Company, with a consequent reduction in the related Reserve (a total of 741,108 shares have been distributed, post-rounding).
- o approval of the Report on the remuneration policy and fees paid;
- o appointment of the Board of Directors, determination of the number of members, term of office, appointment of the Chairman and remuneration;
- o appointment of the Board of Statutory Auditors and remuneration.
Inauguration of the new Board of Directors (4 May) for the attribution of powers and appointment of Committees, which, in view of continuity, confirmed Christian Aleotti as Deputy Chairman and Chief Executive Officer, with the office also of General Manager, and attributed operating powers to Marco Cagnetta; Independent Directors were identified and members of the board committees were appointed.
New operational hub in Dubai to speed up the company's growth in the Middle East: on 17 May 2023, in line with one of the company's development guidelines, i.e. growth in international markets, the creation of an operational hub in the Jebel Ali Free Zone, in Dubai, is announced in order to better serve the Middle East region, drastically reducing delivery times, facilitating operations and improving service quality.
The exercise deadline for the Warrants pursuant to the Cellularline Regulation (the "Deadline") passed on 5 June 2023; therefore, any Warrants not exercised by such Deadline are extinguished.
The Internal Revenue Service audit of the Parent commenced on 26 June 2023, with reference to the year 2019. Verifications are currently ongoing.

Subsequent events

Commercial agreement stipulated July 1st with the Spanish department store chain El Corte Inglés;
The ESG report was published on 27 July 2023. For the third consecutive year, the company's new course based on an all-round sustainable business model is reaffirmed. Inside are best practices and outstanding performances the Group has achieved in six main areas of action - Governance, People, Community, Suppliers, Environment and Customers.

19. Outlook

On the basis of the performance recorded in the first half of 2023, the actions taken by management, and the performance of the end markets and currency markets, the Group is confident in a positive development of the company's revenue and margins in the remainder of the year.

Reggio Emilia, 06/09/2023.

Antonio Luigi Tazartes The Chairman of the Board of Directors

___________________

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2023

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 June 2023

STATEMENT OF FINANCIAL POSITION

(In thousands of Euro)	Notes	Balance at 30 June 2023	Of which Related parties	Balance at 31 December 2022	Of which related parties
ASSETS
Non-current assets
Intangible assets	4.1	53,861		54,826
Goodwill	4.2	37,792		34,272
Property, plant and equipment	4.3	7,684		7,726
Equity investments in associates and other companies		71		71
Right-of-use assets	4.4	4,573		4,388
Deferred tax assets	4.5	5,409		5,122
Financial assets		-		-
Total non-current assets		109,390		106,405
Current assets
Inventories	4.6	49,182		41,400
Trade receivables	4.7	48,230	3,010	53,291	3,707
Current tax assets	4.8	754		970
Financial assets	4.9	157		75
Other assets	4.10	8,130		3,371
Cash and cash equivalents	4.11	12,366		9,916
Total current assets		118,819		109,023
TOTAL ASSETS		228,209		215,428
EQUITY AND LIABILITIES
Equity
Share capital	4.12	21,343		21,343
Other reserves	4.12	106,188		168,737
Retained earnings	4.12	2,730		15,554
Loss for the period attributable to owners of the parent		(4,036)		(75,166)
Equity attributable to owners of the parent		126,225		130,468
Non-controlling interests		-		-
TOTAL EQUITY		126,225		130,468
LIABILITIES
Non-current liabilities
Bank loans and borrowings and loans and borrowings from other
financial backers	4.13	16,006		15,709
Deferred tax liabilities	4.5	3,349		2,762
Employee benefits	4.14	518		524
Provisions for risks and charges	4.15	2,493		1,356
Other financial liabilities	4.13	13,125		9,457
Total non-current liabilities		35,491		29,808
Current liabilities Bank loans and borrowings and loans and borrowings from other
financial backers	4.13	30,390		23,788
Trade payables	4.16	26,993		23,580
Current tax liabilities	4.17	374		772
Provisions for risks and charges	4.15	-		-
Other liabilities	4.18	7,179		5,591
Other financial liabilities	4.13	1,557		1,421
Total current liabilities		66,493		55,152
TOTAL LIABILITIES		101,984		84,960
TOTAL EQUITY AND LIABILITIES		228,209		215,428

INCOME STATEMENT

(thousands of Euro)	Notes	H1 2023	Of which related parties	H1 2022	Of which related parties
Revenue from sales	4.19	67,820	2,012	54,558	1,996
Cost of sales 7	4.20	(43,467)		(25,231)
Gross operating profit		24,353		19,327
Sales and distribution costs	4.21	(14,130)		(12,655)
General and administrative costs	4.22	(13,588)	(6)	(52,224)	(6)
Other non-operating costs	4.23	691		802
Operating loss		(2,674)		(44,750)
Financial income	4.24	60		308
Financial expense	4.24	(1,823)		(998)
Exchange gains	4.25	106		1,329
Gains/(losses) on equity investments		-		-
Pre-tax loss		(4,331)		(44,111)
Current and deferred taxes	4.26	295		1,100
Loss for the period before non-controlling interests		(4,036)		(43,011)
Loss for the period attributable to non-controlling interests		-		-
Loss for the period attributable to owners of the parent		(4,036)		(43,011)
Basic earnings per share (Euro per share)	4.27	(0.19)		(2.11)
Diluted earnings per share (Euro per share)	4.27	(0.19)		(2.11)

STATEMENT OF COMPREHENSIVE INCOME

(thousands of Euro)	H1 2023	H1 2022
Loss for the period attributable to owners of the parent	(4,036)	(43,011)
Other comprehensive income that will not be reclassified to profit or loss
Actuarial gains (losses) on defined benefit plans	(16)	194
Actuarial gains (losses) on provisions for risks	(19)	298
Gains/(losses) on translation of foreign operations	84	588
Income taxes	8	(137)
Other comprehensive income for the period	58	943
Comprehensive expense for the period	(3,978)	(42,068)

⁷ For the purpose of a better presentation of the company's results, the transport costs associated with material purchases were subdivided from transport on sales and classified under "Cost of Sales"; for consistency, the 2022 figures have been reclassified accordingly.

STATEMENT OF CASH FLOWS

(thousands of Euro)	Notes	H1 2023	H1 2022
Loss for the period		(4,036)	(43,011)
Amortisation, depreciation and impairment of goodwill		6,463	46,000
Net impairment losses and accruals		198	(492)
Gains on equity investments		-	-
Accrued financial expense		1,718	643
Current and deferred taxes		(295)	(1,100)
Other non-monetary changes		51	66
		4,100	2,106
Increase in inventories		(6,537)	(13,156)
Decrease in trade receivables		6,024	8,156
Increase in trade payables		3,258	2,855
Increase/(decrease) in other assets and liabilities		(2,965)	5,653
Payment of employee benefits and change in provisions		6	(81)
Cash flow generated by operating activities		3,886	5,531
Interest paid and other net charges paid		(1,668)	(998)
Income taxes paid		(1,075)	(941)
Net cash flows generated by operating activities		1,143	3,592
Acquisition of subsidiary, net of cash acquired		(2,552)	-
Purchase of property, plant and equipment and intangible assets		(2,233)	(2,829)
Net cash flows used in investing activities		(4,785)	(2,829)
Dividends distributed			(1,012)
Other financial assets and liabilities		(585)	(962)
Other changes in equity		(342)	355
Increase in bank loans and borrowings and loans and borrowings from other financial backers		6,891	1,735
Payment of transaction costs relating to financial liabilities		45	48
Net cash flows generated by financing activities		6,008	164
Increase/(decrease) in cash and cash equivalents		2,367	925
Effect of exchange rate fluctuations (*)		84	588
Total cash flows		2,451	1,513
Opening cash and cash equivalents	4.11	9,916	8,138
Closing cash and cash equivalents	4.11	12,366	9,651

STATEMENT OF CHANGES IN EQUITY

	Share Capital	Other reserves	Retained earnings	Loss for the year/period	Non controlling interests	Total Equity

Balance at 31 December 2021	21,343	159,174	28,688	(3,846)	-	205,359
Loss for the year		-	-	(75,166)	-	(75,166)
Other comprehensive income		1,206	-		-	1,206
Comprehensive income		1,206	-	(75,166)	-	(73,960)
Allocation of prior year loss		-	(3,846)	3,846	-	-
Dividend distribution		5,868	(6,880)	-	-	(1,012)
Repurchase of treasury shares		-	-	-	-	-
Other changes		2,395	(2,314)	-	-	81
Balance at 31 December 2022	21,343	168,644	15,648	(75,166)	-	130,469
Loss for the year		-	-	(4,036)	-	(4,036)
Other comprehensive income		58	-	-	-	58
Comprehensive income		58	-	(4,036)	-	(3,978)
Allocation of prior year loss		(75,166)	-	75,166	-	-
Dividend distribution		-	-	-	-	-
Repurchase of treasury shares		(301)	-	-	-	(301)
Other changes		36	-	-	-	36
Balance at 30 June 2023 4.12	21,343	93,571	15,648	(4,036)	-	126,225

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Introduction

Since 22 July 2019, the Parent's shares have been listed on Euronext STAR Milan market, organised and managed by Borsa Italiana S.p.A..

At the reporting date of the condensed interim consolidated financial statements at 30 June 2023, the shareholders of Cellularline holding more than 5% of the share capital with voting rights are as follows:

Christian Aleotti 9.430%
First Capital S.p.A. 7.66%
Quaero Capital S.A. 7.48%

This Interim Financial Report is submitted for approval by the Board of Directors on 6 September 2023, in line with the financial calendar approved by the Board of Directors on 9 January 2023.

1.1 Impact of the COVID-19 emergency and the Russia-Ukraine conflict on the Group's performance and financial position, measures taken, risks and areas of uncertainty

As it operates in several international markets, the Group is affected by changes in their macroeconomic conditions.

It is considered that, with regard to the Covid-19 pandemic, although the risks have not yet completely ceased, there is no significant impact on Business.

The conflict between Russia and Ukraine, which started in February 2022, is having negative consequences not only because of the severe humanitarian crisis that has ensued, but also because of the economic effects on global markets such as the rising costs of some energy and food commodities. Although such impacts have now been partially attenuated, these generalised increases have contributed to a global inflationary spiral that has already had its impact on consumption and which the Group's management is closely monitoring.

To be noticed that the increase in interest rates, operated by the main Central Banks to address the inflationary phenomena, had a significant impact on some financial statements items and on the cost of the Group's financial debt.

2. Basis of preparation and accounting standards

The basis of preparation and main accounting policies adopted in the preparation of the Condensed Interim Consolidated Financial Statements at 30 June 2023 (the "Condensed Interim Consolidated Financial Statements") are described below. They have been applied consistently for all the reporting periods presented in this document, taking into account the provisions of note 2.5.1 "Changes in accounting principles".

2.1 Basis of preparation

These Condensed Interim Consolidated Financial Statements were prepared in accordance with IAS 34 (Interim financial statements) and should be read in conjunction with the Group's latest annual consolidated financial statements at 31 December 2022 ("the latest financial statements"). Although they do not include all the information required for full disclosure of the financial statements, specific explanatory notes are included to explain events and transactions that are relevant to understanding changes in the Group's financial position and performance since the last financial statements.

2.2 Basis of presentation

The Condensed Interim Consolidated Financial Statements were prepared on a going-concern basis, as the Directors verified that there are no financial, management or other indicators that could indicate critical issues regarding the Group's ability to meet its obligations in the foreseeable future and in particular in the next 12 months.

In fact, the Directors noted that the first half of 2023 saw an increase in revenue compared to the corresponding period of the previous year, recording a growth of 24.3%; this positive trend in terms of revenue growth is attributable to increased demand in both the domestic and international markets, with the latter benefiting from the drive given by recent distribution agreement signed for the DACH area, by the increase in sales recorded by Worldconnect and, lastly, by the inclusion of revenues of newly-acquired companies.

In terms of margins (measured as Adjusted EBITDA), there was an improvement in the period as a percentage of revenue compared to the first six months of 2022 (from 6.1% to 6.7%), due to both an increase in consolidated revenue and a recovery in EBITDA (from 75.5% to 75.9% of revenue), which, however, was still affected by the purchasing conditions in the second half of 2022, with the strong appreciation of the US dollar against the euro. Shipping freight costswent back to 2019 levels.

With regard to the impairment test at 30 June 2023, it was determined to confirm the application of an incremental WACC, that impact on the final rate for 1.55%, and represents an estimate of the risk due to the current degree of volatility and uncertainty driven by the present macroeconomic context (for further details see paragraph 4.2.1 Impairment Test on Goodwill).

The Condensed Interim Consolidated Financial Statements are presented in Euro, the Group's functional currency. Amounts are expressed in Euro unless otherwise specified. Rounding is carried out at an individual accounting account level and therefore aggregated. It should also be noted that any differences in some tables are due to rounding values expressed in thousands of Euro.

The Condensed Interim Consolidated Financial Statements consist of the following statements and these notes:

A) Statement of financial position: it presents current and non-current assets separately from current and non-current liabilities, with a description in the notes, for each asset and liability item, of the amounts that are expected to be settled or recovered within or after 12 months from the reporting date.

B) Income statement: the classification of costs in the consolidated income statement is based on their function, showing the intermediate results relating to gross operating profit/(loss), net operating profit/(loss) and pre-tax profit/(loss).
C) Statement of comprehensive income: this statement includes the profit/(loss) for the period and the expense and income recognised directly in equity for transactions other than those carried out with the owners.
D) Statement of cash flows: this statement shows cash flows from operating, investing and financing activities. Cash flows from operating activities are represented using the indirect method, through which the profit for the year is adjusted by the effects of non-monetary transactions, any deferral or accrual of previous or future collections or payments and revenue connected with the cash flows deriving from investing or financing activities.
E) Statement of changes in equity: this statement includes, in addition to the result of the consolidated statement of comprehensive income, also the transactions that took place directly with the shareholders who acted in this capacity and the details of each individual component. Where applicable, it also includes the effects of changes in accounting policies for each item of equity.

F) Notes to the condensed interim consolidated financial statements.

The Condensed Interim Consolidated Financial Statements are presented in comparative form.

These Condensed Interim Consolidated Financial Statements are authorised for publication by the Board of Directors on 6 September 2023.

2.3 Basis of consolidation and scope of consolidation

Basis of consolidation

The condensed interim consolidated financial statements include the interim financial statements or accounting statements at 30 June 2023 of the subsidiaries included in the scope of consolidation. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. An investor has power over an investee entity when the investor has existing rights that give it the current ability to direct the relevant operations, i.e. the operations that significantly affect that investee's returns.

The results of subsidiaries acquired, including through mergers, or sold during the period are included in the income statement from the effective date of acquisition until the effective date of disposal.

When necessary, adjustments were made to the financial statements of subsidiaries to align the accounting policies used with those adopted by the Group and in compliance with IFRS.

All transactions between Group companies and the related amounts are derecognised on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity. This interest is determined on the basis of the percentage held in the fair values of the assets and liabilities recognised at the date of the original acquisition and in the changes in equity after that date.

Subsequently, the losses attributable to non-controlling interests in excess of their equity are allocated to equity attributable to owners of the parent, with the exception of cases in which the non-controlling interests have a binding obligation and are able to provide additional investments to cover the losses.

Business combinations

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is determined by the aggregate acquisition-date fair values of the assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the acquiree.

The identifiable assets, liabilities and contingent liabilities of the acquiree that meet the conditions for recognition in accordance with IFRS 3 are recognised at their acquisition-date fair values, with the exception of non-current assets (or disposal groups), which are classified as held for sale in accordance with IFRS 5. These are recognised and measured at their fair values less costs to sell.

Goodwill arising from the acquisition of control of an investee or a business unit reflects the excess of the acquisition cost (defined as the aggregate considerations transferred in the business combination), plus the fair value of any previously held interests in the acquiree, over the acquisition-date fair values of the acquiree's identifiable assets, liabilities and contingent liabilities.

In an acquisition that does not entail control, goodwill can be determined at the acquisition date either in proportion to the percentage of control acquired or by measuring the fair value of non- controlling interests.

The selection of the measurement method can be made on a case-by-case basis for each transaction.

Any adjustments to goodwill may be recognised in the measurement period (which may not exceed one year from the acquisition date) as a result of subsequent changes in the fair value of payments subject to conditions or in the determination of the fair values of the acquired assets and assumed liabilities, if provisionally recognised at the acquisition date and if such changes are determined to reflect new information about facts and circumstances existing at the combination date. In the event of the sale of interests in subsidiaries, the residual amount of goodwill attributable to them is included in the determination of the gain or loss on the sale.

Scope of consolidation

The Condensed Interim Consolidated Financial Statements at 30 June 2023 include the statement of financial position and income statement figures of Cellularline S.p.A. (Parent) and the operating companies in which the Parent holds, directly or indirectly, an interest of more than 50%, or controls according to the definition in IFRS 10.

The line-by-line method is used for the consolidation of the following companies:

Company	Office	Currency	Share/quota Capital	Type of ownership	Percentage of ownership
			(in currency/000)
Cellular Spain S.L.U.	Spain (Madrid)	EUR	3	Direct	100%
Cellular Inmobiliaria S.L.U.	Spain (Madrid)	EUR	3	Direct	100%
Cellular Immobiliare Helvetica S.A.	Switzerland (Lugano)	CHF	100	Direct	100%
Pegaso S.r.l.	Italy (Reggio Emilia)	EUR	70	Direct	100%
Systema S.r.l.	Italy (Reggio Emilia)	EUR	100	Indirect	100%
WorldConnect AG	Switzerland (Diepoldsau)	CHF	100	Direct	80%
Cellularline USA Inc	New York (USA)	USD	50	Direct	100%
Coverlab S.r.l.	Italy (Parma)	EUR	69	Direct	55%
Subliros S.L.	Spain (Barcelona)	EUR	11	Direct	80%
Peter Jäckel GmbH	Germany (Alfeld)	EUR	100	Direct	60%
Cellularline Middle East	Arab Emirates (Dubai)	AED	150	Direct	100%

It is specified that the companies Worldconnect AG, Coverlab S.r.l., Subliros S.L. and Peter Jäckel GmbH are consolidated 100% by virtue of the put&call contracts signed by the parent, which regulate the acquisition of the remaining shares in the subsidiaries.

The associate Cellular Swiss S.A. is measured using the equity method, as shown in the table below:

Company	Office	Currency	Share Capital	ownership %
				Direct	Indirect
Cellular Swiss S.A.	Switzerland (Aigle)	CHF	100,000	50%	-

It should be noted that the scope of consolidation at 30 June 2023 changed compared to 31 December 2022 due to the following:

Completion on 11 January 2023 of the acquisition of 60% of Peter Jäckel GmbH, a German player in the smartphone accessories sector;
On 17 May 2023, Cellularline Middle East established an operational hub in the Jebel Ali Free Zone, Dubai, in order to serve the Middle East region more efficiently.

2.4 Use of estimates and judgements in the preparation of the Condensed Interim Consolidated Financial Statements

In preparing the Condensed Interim Consolidated Financial Statements, management had to make judgements and estimates that influence the application of the accounting policies and the amounts of assets, liabilities, costs and revenue recognised.

Estimates and assumptions are based on information known at the date of preparation of the Condensed Interim Consolidated Financial Statements, management's experience and elements considered relevant. The final amounts may differ from these estimates.

Significant subjective judgements by management in applying the Group's accounting policies and the main sources of uncertainty in estimates were the same as those applied for the preparation of the consolidated financial statements at 31 December 2022.

Goodwill

The Group verifies the recoverable amount of the cash-generating unit to which the goodwill is allocated annually, or more frequently in the presence of impairment indicators. The recoverable amount is determined as value in use using the discounted cash flow method.

This criterion is based on the general concept that the Enterprise Value is equal to the present value of the following two elements:

the cash flows it will be able to generate within the forecast period;
the terminal value, i.e. the value of the business as a whole, after the forecast period.

In applying this method, the Group uses various assumptions, including the estimate of future increases in sales, operating costs, the growth rate of terminal values, investments, changes in working capital and the weighted average cost of capital (discount rate).

The performance of the impairment test is characterised by a high degree of judgement with particular reference to the estimation of expected operating cash flows, which are subject to physiological uncertainty profiles, and the financial parameters to be used for discounting these flows.

Changes in the main estimates and assumptions made in the preparation of the Plan, and therefore of the impairment test, may change the value in use and realisable value of the recognised assets.

On 15 March 2023, the Parent's Board of Directors approved the 2023-2026 Business Plan, which contains the Group's strategic guidelines and medium- to long-term objectives, which are broken down as follows: (i) Brands and Products; (ii) Italian Market; (iii) International Market Priorities; (iv) Travel Retail and optimisation of other distribution channels; (v) E-commerce; (vi) Organisation, Processes and Digitalisation; (vii) ESG; and (viii) M&As. Today the Board of Directors approved an updated version of this Business Plan, supplemented with economic and financial projections for the newly acquired Peter Jäckel GmbH and, for 2023, based on the latest forecasts. For the purpose of preparing the Interim Financial Report at 30 June 2023, the Parent performed an analysis on the possible presence of indicators of goodwill impairment and, as a result of this analysis, deemed it appropriate to perform an impairment test, since, on the basis of the position at 31 March 2023, the carrying amount of equity attributable to owners of the parent was higher than the value of the Stock Exchange capitalisation as of the same date.

The Group, therefore, also with the support of a Consultant (Deloitte & Touche), performed an impairment test, the results of which were approved on 6 September 2023 by the Board of Directors.

The impairment test was carried out using a method that was essentially consistent in its approach to that adopted with reference to the consolidated financial statements at 31 December 2022, and updated all relevant parameters based on information available from external sources, starting in particular with the determination of the discount rate (WACC) and the perpetual growth rate subsequent to the explicit forecast (g-rate).

The test revealed no impairment losses on Goodwill. Refer to note "4.2 Goodwill" for more detailed information.

Customer relationships

The Directors have carried out an analysis to verify the possible need to subject these intangible assets with a defined useful life to an impairment test, considering - as provided for by IAS 36 - the possible presence of internal and external indicators. At 30 June 2023, the Group did not carry out the impairment test, as it did not detect any specific impairment indicators on the asset, in consideration of the fact that several multi-year renewals were carried out with strategic customers during the half-year and, therefore, the core of the most relevant customers from the 2018 business combination perimeter does not appear to be at risk. The Group has also not identified impairment indicators related to the customer relationship that emerged during the Purchase Price allocation of Worldconnect, considering: (i) the economic-financial performance (revenue and EBITDA) above budget in 2023 (ii) the key economic-financial indicators for the company that were included in the plan prepared by management. The Group has not identified any impairment indicators related to the commercial agreement that arose during the Purchase Price Allocation of Systema considering that: (i) the commercial relationship with the main customer is still in place; (ii) the main economic and financial indicators relating to this type of sale are growing over the plan period. In 2023, the value of Peter Jäckel GmbH's Customer Relationship, in which the controlling interest was acquired in January of the same year, was also recognised for the first time.

Trademarks

Following the formalisation of internal analyses, the Directors did not identify any specific impairment indicators relating to these assets, considering: (i) the main economic and financial indicators of the plan prepared by management and (ii) the maintenance of a significant market share in the relevant markets.

Fair value measurement

When measuring the fair value of an asset or liability, the Group makes use of observable market data where possible.

The fair values are divided into various hierarchical levels based on the input data used in the measurement techniques, as illustrated below:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date;
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly;
Level 3 inputs are unobservable inputs for the asset or liability.

If the inputs used to measure the fair value of an asset or a liability might be categorised within different levels of the fair value hierarchy, the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to the entire measurement.

2.5 Main accounting policies

The accounting standards adopted for the preparation of the Condensed Interim Consolidated Financial Statements are consistent with those used for the preparation of the Consolidated Financial Statements of the Cellularline Group at 31 December 2022.

Transactions in foreign currencies are translated into the functional currency of each Group company at the exchange rate in force at the date of the transaction.

Monetary items in foreign currency at the reporting date are translated into the functional currency using the exchange rate at that date. Non-monetary items that are measured at fair value in a foreign currency are translated into the functional currency using the exchange rates in force on the date on which the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate in force at the transaction date. Exchange gains and losses arising from the translation are generally recognised in profit or loss for the year under financial income and expense.

The exchange rates used to translate the financial statements of Cellular Immobiliare Helvetica SA and Worldconnect AG at 30 June 2023 into Euro were as follows:

Currency	Average H1 2023	30/06/2023
EUR/CHF exchange rate	0.986	0.979

The exchange rates used to translate the financial statements of Cellularline USA Inc. and Cellularline Middle East FZE⁸ at 30 June 2023 into EUR were as follows:

Currency	Average H1 2023	30/06/2023
EUR/USD exchange rate	1.081	1.087

2.5.1 New accounting standards, amendments and interpretations endorsed by the European Union that became effective from 1 January 2023

With Regulation (EU) no. 2022/357 of 2 March 2022, published in the Official Journal of the European Union on 3 March 2022, the following documents published by the IASB Board on 12 February 2021 were adopted:

1. Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements)
1. Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors).
1. Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements)

With the Amendments to IAS 1, the IASB Board set out some guidelines for selecting accounting policies to be described in the notes to the financial statements.

⁸ The company keeps its accounts in USD Dollars.

IAS 1, prior to the amendments, required entities to disclose information on adopted accounting policies that were significant, leading to difficulties and confusion among preparers and primary users of financial statements as IFRS Standards lacked a definition of "significant".

However, IAS 1 provides the definition of "material" and, therefore, the IASB amended IAS 1 to clarify that an entity must disclose in the notes to the financial statements the material information on the accounting policies adopted and not describe all significant accounting policies. The Amendments to IAS 1 describe certain circumstances in which an entity might normally conclude that information about an accounting policy is material to its financial statements.

The "specific" obligation to describe the valuation criteria ("measurement basis") adopted for the preparation of the financial statements has been eliminated, as this information requirement is already included in the "general" obligation to provide material information on accounting policies.

As a result of the Amendments to IAS 1, the following accounting standards were also adjusted to align the disclosure requirements on accounting policies with the provisions of IAS 1 described above:

IFRS 7 Financial Instruments: Disclosures
IAS 26 Accounting and Reporting by Retirement Benefit Plans
IAS 34 Interim Financial Reporting.

The Amendments to IAS 1 will become effective for financial statements of annual periods beginning on or after 1 January 2023 and early application is permitted.

2. Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors). The purpose of the Amendments to IAS 8 is to resolve the interpretative difficulties, encountered in practice, in distinguishing a change in accounting estimates from a change in accounting policies, for which different accounting treatments are provided:

the effects of a change in accounting estimates are generally recognised prospectively in the financial statements;
the effects of a change in accounting policies are generally recognised retrospectively.

The current IAS 8 provides an insufficiently clear definition of "change in accounting estimates", as it lacks a specific definition of "accounting estimates". For this reason, the Amendments to IAS 8 focused, on the one hand, on developing a new definition of "accounting estimates" and, on the other hand, on clarifying the relationship between "accounting estimates" and "accounting policies".

The Amendments to IAS 8 will become effective for financial statements for financial years beginning on or after 1 January 2023 and must be applied prospectively. Early application is permitted.

Regulation (EU) no. 2022/1392 of 11 August 2022 endorsed "Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12 Income Taxes)", published by the IASB Board on 7 May 2021.

The Amendments to IAS 12 clarify the accounting treatment of deferred taxes ("DTA/DTL") relating to assets and liabilities recognised in the financial statements as a result of an individual transaction, the carrying amounts of which differ from the tax bases.

The IASB Board has clarified the following:

the exceptions to the initial recognition of deferred tax assets and liabilities do not apply if a single transaction results in a taxable and deductible temporary difference of equal value in the financial statements;
deductible and taxable temporary differences must be calculated by considering separately the asset and liability recognised in the financial statements as a result of a single transaction and not on their net value. Deferred tax assets related to deductible temporary differences, determined as indicated above, are recognised in the financial statements only if deemed recoverable.

Finally, the IASB Board has clarified that if taxable and deductible temporary differences relating to the initial recognition of an asset and a liability in the financial statements as a result of a single transaction have a different value, the entity should not recognise the assets and liabilities for deferred taxes, as their initial recognition would result in an initial adjustment to the carrying amount of the asset or liability to which they relate, making the financial statements less transparent.

The Amendments to IAS 12 are effective for financial statements for financial years beginning on or after 1 January 2023. Early application is permitted by providing adequate disclosure in the notes to the financial statements. The transitional provisions for the first application of the Amendments to IAS 12 provide as follows:

the Amendments to IAS 12 are to be applied to all transactions entered into since the opening date of the first comparative period presented
at the opening date of the earliest comparative period presented, the entity shall recognise as an adjustment to the opening balance of retained earnings (or, based on the specific circumstances, other component of equity) deferred tax assets, if deemed recoverable, and deferred tax liabilities with respect to all associated deductible and taxable temporary differences:
- o right-of-use assets and lease liabilities; and
- o provisions for decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the related asset.

The above transitional provisions are also applicable to entities that prepare their financial statements in accordance with IFRS Standards for the first time ("first-time adopters"). In this case, the opening date of the first comparative period presented coincides with the date of transition to IFRS ("transition date").

First-time Application of IFRS 17 and IFRS 9 - Comparative Information (Amendments to IFRS 17 Insurance Contracts).

Effective for financial statements for annual periods beginning on or after 1 January 2023, IFRS 17 Insurance Contracts, which is the new accounting standard, replacing IFRS 4, applicable to the recognition, measurement, presentation and disclosure of insurance contracts issued by an entity and/or reinsurance contracts held by an entity, will become effective.

Entities principally engaged in the business of insurance and which, as of 1 January 2018, had exercised the option to defer the application of IFRS 9 Financial Instruments, while continuing to apply the requirements of IAS 39 Financial Instruments: Recognition and Measurement for the recognition, measurement and presentation of financial instruments, will be required to apply both IFRS 17 and IFRS 9 for the first time from 1 January 2023. The Amendments to IFRS 17 are intended to eliminate accounting mismatches that may arise in comparative

financial statement data as a result of the first-time application of IFRS 17 and IFRS 9.

The transitional provisions of IFRS 17, in fact, stipulate that the new standard must be applied retrospectively for the first time with restatement of comparative data, unlike the transitional provisions of IFRS 9, which do not require the restatement of comparative data and, in particular, do not require the application of the new provisions of IFRS 9 with regard to the classification and measurement of financial assets, if such financial assets have been derecognised under IAS 39 during the comparative period.

In particular, with the Amendments to IFRS 17, the IASB Board included among the transitional provisions of IFRS 17 a new option, called "classification overlay", which allows insurance entities applying IFRS 17 and IFRS 9 at the same time to classify and measure financial assets related to insurance business in the comparative financial statements under the provisions of IFRS 9.

By Regulation (EU) no. 2021/2036 of 19 November 2021, the European Commission endorsed IFRS 17 Insurance Contracts, in the version published by the International Accounting Standards Board on 18 May 2017 and subsequently amended on 25 June 2020.

IFRS 17, which replaces IFRS 4 Insurance Contracts, is effective for annual periods beginning on or after 1 January 2023. Early application is permitted for entities that already apply IFRS 9 Financial Instruments or that begin to apply this standard from the date of first-time application of IFRS 17.

The main changes introduced by the new standard include, in particular:

valuation of technical provisions at, essentially, current values
transformation of the estimate of the expected profit of insurance contracts into an accounting measure; IFRS 17 introduces the concept of the expected profit of insurance contracts to be recognised in the profit/(loss) for the period over the life of the contract
introduction of the concept of a "portfolio of insurance contracts", which in turn is subdivided into "groups of insurance contracts"
new presentation in the statement of profit/(loss) for the year significantly different from the past and more aligned to a "by margin" logic.

The following is a list of documents applicable beginning with the financial statements for annual periods beginning on or after 1 January 2023 described above:

Document title	Issue date	Date of entry into force	Date of EU endorsement
			regulation (publication date in
			the EUOJ)
Disclosure of accounting policies	12 Feb. 2021	1 Jan. 2023	(EU) 2022/357 of 2 Mar. 2022
(Amendments to IAS 1) (*)			(3 Mar. 2022)
Definition of Accounting Estimates	12 Feb. 2021	1 Jan. 2023	(EU) 2022/357 of 2 Mar. 2022
(Amendments to IAS 8)			(3 Mar. 2022)

Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)	7 May 2021	1 Jan. 2023	(EU) 2022/1392 of 11 Aug. 2022 12 Aug. 2022
IFRS 17 Insurance Contracts (**) (including amendments of 25 June 2020)	18 May 2017 25 June 2020	1 Jan. 2023	(EU) 2021/2036 of 19 Nov. 2021 (23 Nov. 2021)
First-time Application of IFRS 17 and IFRS 9 - Comparative Information (Amendments to IFRS 17)	9 Dec. 2021	1 Jan. 2023	(EU) 2022/1491 of 8 Sep. 2022 (9 Sep. 2022)

(*) The document published by the IASB Board includes amendments to "IFRS Practice Statements 2 - Making Materiality Judgements", which is not subject to EU endorsement as it is not an accounting standard or interpretation.

(**) The EU endorsed IFRS 17 with a change from the version published by the IASB Board. In particular, the EU has provided entities with an option and not an obligation to group contracts characterised by intergenerational mutualisation and cash flow matching into annual cohorts.

IFRS accounting standards, amendments and interpretations not yet endorsed by the European Union

At the date of approval of these Condensed Interim Consolidated Financial Statements, the competent bodies of the European Union have not completed the endorsement process yet, which is necessary for the adoption of the following accounting standards and amendments:

Document title	Issue date	Date of entry into force	Date of EU endorsement regulation (publication date in the EUOJ)
Standards
IFRS 14 - Regulatory deferral	30 Jan. 2014	1 January 2016 (*)	Unplanned
accounts
Amendments
Sale or Contribution of Assets	11 Sept. 2014	Indefinite (**)	Unplanned
between an Investor and its	17 Dec. 2015
Associate or Joint Venture
(Amendments to IFRS 10 and IAS
28)
Classification of liabilities as current	23 Jan. 2020	1 Jan. 2024	TBD
or non-current (Amendments to IAS	15 Jul. 2020
1) + Non-current liabilities with	31 Oct. 2022
covenants (Amendments to IAS 1)
Lease liabilities in a sale and	22 Sep. 2022	1 Jan. 2024	TBD
leaseback (Amendments to IFRS 16)

(*) IFRS 14 came into force starting 1 January 2016, but the European Commission decided to suspend the endorsement process pending the new accounting standard on "rate-regulated activities".

(**) In December 2015, the IASB Board published the document "Effective date of amendments to IFRS 10 and IAS 28" by which it removed the mandatory effective date (which was scheduled for 1 January 2016) pending completion of the equity method project.

These condensed interim consolidated financial statements have been prepared using the same accounting standards applied by the Company for the preparation of the Financial Statements at 31 December 2022.

2.6 Seasonality

The market the Group operates in is characterised by seasonal phenomena. In particular, sales are higher in the final part of each year, with a peak in demand near and during the Christmas period; also the costs of purchasing goods from suppliers are mainly concentrated in that period. On the other hand, operating costs show a more

linear trend given the presence of a component of fixed costs (personnel, rents and general expenses) which has a uniform distribution over the year. As a result, operating margins are also affected by this seasonal nature.

The trend in revenue and in costs described above have an impact on the trend in net commercial working capital and net financial indebtedness, which is structurally characterised by the generation of cash in the final part of the year; in particular, given the dynamics observed in freight prices, it was necessary to choose cheaper, but slower means of transport (shipping), which led to an increase of stok levels.

Therefore, the analysis of interim results and financial position and indicators cannot be considered fully representative, and it would therefore be wrong to consider the indicators for the period as a proportional share of the entire year.

3. Segment reporting

The Group has identified one operating segment, which includes all the services and products provided to customers, and it coincides with the entire Group. The Group's vision of a single business means that it has identified one single Strategic Business Unit ("SBU").

The Group's activities develop through one operating segment, which can be divided into three main product lines:

Red line (accessories for multimedia devices);
Black line (accessories for motorcycles and bicycles);
Blue line (third party products marketed under distribution agreements).

4. Notes to the individual condensed interim consolidated financial statements captions

4.1 Intangible assets

The specific table below shows changes in this item, indicating the historical cost, accumulated amortisation, changes in the year and the closing balance of each asset. Amortisation was calculated using the rates that reflect the assets' residual useful lives.

The change in intangible assets, broken down by category at 31 December 2022 and 30 June 2023, is shown below:

					Exchang
(In thousands of Euro)	31 December 2022	Increases	(Decreases/I mp. losses)	Reclassificati ons	(Amortisation)	e differenc e	30 June 2023
Development costs	1,111	561	-	42	(579)	2	1,137
Industrial patents and intellectual property rights	4,582	899	-	94	(835)	18	4,758
Concessions, licenses, trademarks and similar rights	17,765	22	-	(28)	(762)	15	17,011
Customer relationships	31,256	2,327	-	-	(2,652)	17	30,949
Assets under development and payments on account	114	-	-	(108)	-	-	6
Total intangible assets	54,826	3,809	-	-	(4,828)	52	53,861

With reference to the six-month period ended 30 June 2023, it should be noted that the item has increased by a gross EUR 3,809 thousand.

In particular, the increases are mainly attributable to:

industrial patents and intellectual property rights, equal to EUR 899 thousand: this item mainly includes software, i.e. the costs incurred for the implementation and development of the main management programme and other specific applications, which are normally amortised over 3 years. The investments are mainly related to updates to the SAP management software, to the business intelligence systems and further innovations/IT projects, aimed at having increasingly effective and efficient information tools to support the Group's organisational structure;
development costs of EUR 561 thousand; this item mainly includes the costs incurred for investments in specific product innovation projects. These are considered to generate long-term benefits, as they relate to projects under development, whose products are clearly identified, are intended for a market with sufficient profit margins to cover the amortisation of capitalised costs, which is normally two years;
recognition of the Customer Relationship arising from the acquisition of the company Peter Jäckel (amounting to EUR 2,327 thousand).

As described above, from the internal analyses performed, the Directors did not identify any specific impairment indicators related to customer relationships and trademarks.

4.2 Goodwill

The details of Goodwill at 30 June 2023 and 31 December 2022 are shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Goodwill	37,792	34,272
Total Goodwill	37,792	34,272

The changes in Goodwill from 31 December 2022 to 30 June 2023 are shown below:

(In thousands of Euro)	Goodwill
Balance at 31 December 2022	34,272
Acquisitions	3,445
Increases	-
Exchange difference	75
(Impairment losses)	-
Balance at 30 June 2023	37,792

Goodwill as at 30 June 2023, amounting to EUR 37,792 thousand, increased compared with the year ended 31 December 2022 mainly because of the value of EUR 3,445 thousand, deriving from the January 2023 acquisition of Peter Jäckel GmbH.

4.2.1 Impairment test on goodwill

At 30 June 2023, goodwill recognised in the Group's condensed interim consolidated financial statements

amounted to EUR 37,792 thousand and was allocated to the sole cash-generating unit (hereinafter also referred to as the "CGU"), which coincides with the entire Cellularline Group.

Based on the above considerations, the Group, following an analysis of impairment indicators, deemed it appropriate to carry out the impairment test on the CGU to which the Goodwill is allocated also on the occasion of the interim financial report at 30 June 2023 given that, in particular with reference to external information sources, the Group's net equity attributable to the parent is higher than the stock market capitalisation value at that same date.

In accordance with the applicable standard (IAS 36), to test goodwill for impairment at 30 June 2023, the Directors carried out a specific impairment test, with the support of an Advisor (Deloitte & Touche).

In particular, the impairment test was carried out with reference to the entire Group, which represents the cash generating unit to which the goodwill was allocated, on the basis of the economic and financial forecasts based on the Business Plan 2023-2026 approved on 15 March 2023.

Today the Board of Directors approved an updated version of this Business Plan, supplemented with economic and financial projections for the newly acquired Peter Jäckel GmbH and, for 2023, based on the latest forecasts. The recoverable amount is determined as value in use using the discounted cash flow method.

This criterion is based on the general concept that the Enterprise Value is equal to the present value of the following two elements:

the cash flows it will be able to generate within the forecast period;
the residual value, i.e. the value of the business as a whole, after the forecast period.

The discount rate used was the weighted average cost of capital ("Weighted Average Cost of Capital" or "WACC") of approximately 11.96% (11.8% at 31 December 2022) and an estimated perpetually sustainable growth rate ("g") of 1.91% determined consistently with long-term inflation expectations in the EUR Area (source:. International Monetary Fund, April 2023), representative of the geographical market areas in which the Group operates.

The WACC is the average of the cost of equity and the cost of debt capital weighted according to financial structure of comparable companies. It should be noted that the estimates and data relating to the performance and financial forecasts to which the above parameters are applied are determined by Management on the basis of past experience and expectations of developments in the markets in which the Group operates.

In addition, it should be noted that WACC used for the purpose of the impairment test in these condensed interim consolidated financial statements also includes an execution risk component, with an impact on the calculation of the finished rate equal to 1.55 %, which represents an estimate of the risk due to the current degree of volatility and uncertainty reflected by the continent's macro-economic context. Therefore, this component, although reflected in the discount rate and not in the cash flows, originates from simulations carried out on the assumption that the Plan's objectives will not be fully achieved, given the persistence of a context of uncertainty.

The analyses performed, based on the assumptions and limitations highlighted above, led to an estimate of the recoverable value, in terms of Enterprise Value, of approximately EUR 186.6 million. This value was higher than the carrying amount of the Company at the reference date (approximately EUR 174.8 million), giving rise to no impairment losses.

Impairment testing is characterised by a high level of judgement, in addition to the uncertainty inherent in any forecast, especially in relation to:

the expected operating cash flows, calculated by taking into account the general economic performance (including expected inflation rates and exchange rates) and that of the company's sector and the actual cash flows generated by the CGU in previous years;
the financial parameters to be used to discount the above cash flows.

In addition, sensitivity analyses were carried out which simultaneously consider a change in:

the WACC and the growth rate (g-rate), in order to verify the impact generated by changes in these parameters on the Enterprise Value and, consequently, on the difference between the latter and the Carrying Amount, and the Equity Value, which is the difference between value in use and the net financial position at the reporting date.
the WACC and EBITDA according to the Financial Projections 2023-2026 and the Terminal Value in order to verify the impact generated by changes in these parameters on the Enterprise Value and, consequently, on the difference between the latter and the carrying amount, and the Equity Value, which is the difference between the value in use and the net financial position at the reporting date.

The above sensitivity analyses revealed potential impairment situations in the event of a worsening of the WACC, zero g-rate or a combination of the two, and in the event of a reduction in Plan EBITDA and Terminal Value. Sensitivity analysis: Cover/(Impairment) - WACC and g-rate (€/000)

		WACC
		-1,0%	-0,5%	Entity	+0,5%	+1,0%
	11.864,2	11,0%	11,5%	-	12,5%	13,0%
	-	13.330,8	4.638,2	(3.319,6)	(10.631,1)	(17.371,0)
	0,4%	16.994,7	7.860,1	(476,4)	(8.114,1)	(15.136,3)
	0,9%	21.852,5	12.115,0	3.264,9	(4.812,9)	(12.214,4)
G-rate	1,4%	27.219,0	16.793,2	7.360,8	(1.213,0)	(9.039,5)
	-	33.178,4	21.961,3	11.864,2	2.728,1	(5.577,3)
	2,4%	39.834,7	27.700,4	16.839,2	7.061,3	(1.786,9)
	2,9%	47.317,8	34.110,7	22.363,8	11.848,2	2.380,6

Sensitivity analysis: Cover/(Impairment) - WACC and EBITDA (€/000)

		WACC Entity
EBITDA decrease on top of 12,5% already included in WACC (*)	11.864,2 (10,0%) (7,5%) (5,0%) (2,5%)	- (11.730,0)	(5.831,5) (*) The EBITDA further decrease has been discounted using a WACC 67,1 that already includes a reduction of 12.5%. 5.965,7 To be noticed that sensitivity analysis embeds changes in EBITDA reported, 11.864,2 keeping unchanged the balance sheet accounts.

4.2.2 IFRS 3

On 11 January 2023, Cellularline S.p.A. completed the acquisition of 60% of the share capital of Peter Jäckel GmbH, a German player operating in the smartphone accessories sector. The Company was consolidated on a line-by-line basis starting January 2023.

In accordance with the investment agreement, Cellularline and the non-controlling shares of the newly-acquired company will have the power to exercise, in multiple tranches, the put & call options over the remaining noncontrolling interest (up until the approval of the financial statements for the year ended 31 December 2025), corresponding to 40% of the share capital of Peter Jäckel. At the end of the period, the liability comes to EUR 3,551 thousand.

From the date of acquisition, the acquiree contributed approximately EUR 2,512 thousand to the consolidated net turnover.

Accounting effects of the business combination

The accounting standard for business combinations is IFRS 3, which requires that all business combinations be accounted for by applying the "acquisition method".

The difference between the total consideration transferred and the net assets acquired resulting from the acquisition has been recognised as shown in the table below:

(In thousands of Euro)	11 January 2023
Total consideration transferred	6,596
Total acquired equity	(1,522)
Difference to be allocated	5,074
Customer relationships	2,327
Deferred liabilities	(698)
Goodwill	3,445

The estimated fair value of the assets acquired during the purchase price allocation procedure was measured with the support of an independent advisor.

In relation to Customer Relationships, the parent's management considered it reasonable to assume a useful life of 13 years and a 7.7% churn rate.

As required by IFRS 3, the difference between the price paid and the fair value (corresponding to the carrying amount) of the net assets acquired (amounting to EUR 5,074 thousand, net of the tax effect of EUR 698 thousand) has been allocated for

EUR 2,327 thousand to Customer Relationship;
EUR 3,445 thousand, residually, to goodwill.

4.3 Property, plant and equipment

The change to Property, plant and equipment, broken down by category at 31 December 2022 and 30 June 2023, is shown below:

(In thousands of Euro)	31 December 2022	Increases	(Depreciati on)	(Decreases/Imp. losses)	Exchang e differenc es	Reclassif ications	Use of provision	30 June 2023
Land and buildings	4,940	23	(87)	-	7	-	-	4,883
Plant and machinery Industrial and	396	19	(57)	-	-	-	-	358
commercial equipment Assets under	2,284	590	(612)	(18)	4	16	9	2,273
construction and payments on account	106	80	-	-	-	(16)	-	170
Total property, plant and equipment	7,726	712	(756)	(18)	11	-	9	7,684

For the six-month period ended 30 June 2023, the Group made investments amounting to EUR 712 thousand: in particular, plotters were purchased (to support the development of the custom-made protective film business) given on loan for free to customers, investments were made in the IT infrastructure and moulds for new products.

4.4 Right-of-use assets

This item, amounting to EUR 4,573 thousand (EUR 4,388 thousand at 31 December 2022), refers exclusively to the recognition of right-of-use assets due to the initial application of IFRS 16 - Leases.

The changes in the year were as follows:

(In thousands of Euro)	Right-of-use assets
Balance at 31 December 2022	4,388
Increases	1,130
Exchange difference	1
Decreases	(68)
(Depreciation)	(879)
Balance at 30 June 2023	4,573

The increases recognised in the period, equal to EUR 1,130 thousand, mainly refer to the lease contracts recorded as held by the newly-acquired Peter Jäckel GmbH and to some contracts to lease cars and commercial vehicles.

4.5 Deferred tax assets and liabilities

Changes in Deferred tax assets and liabilities between 31 December 2022 and 30 June 2023 are shown below.

Deferred tax assets

(In thousands of Euro)
Balance at 31 December 2022	5,122
Accruals to profit or loss	284
Accruals to comprehensive income	3
Balance at 30 June 2023	5,409

The balance at 30 June 2023, amounting to EUR 5,409 thousand, comprises deferred tax assets originating mainly from accruals to taxed provisions, temporarily non-deductible amortisation/depreciation and the impact of the application of IFRS, though not for taxation purposes. The main change from the previous year, amounting to EUR 148 thousand, is related to deferred IRES and IRAP tax assets calculated, mainly, on partially deductible amortisation and depreciation such as those related to the Cellularline and Interphone trademarks.

The 2022 Budget Law (no. 234/2021, Art. 1, paragraphs 622-624) has retroactively modified the regime for revaluations and realignments of trademarks and goodwill carried out on the basis of Art. 110 of Decree Law no. 104/2020, increasing the time span of deductions from 18 to 50 years (2% per annum from 2021). The rule also provided the following two additional alternatives:

• maintenance of the deduction over 18 years against payment of the ordinary substitute tax in order to align the amounts of non-recurring transactions with their tax bases (12%, 14% and 16% for revaluations

of up to EUR 5 million, between EUR 5 million and EUR 10 million and over EUR 10 million, respectively);

• revocation of the realignment for tax purposes, with repayment or right to offset the substitute tax already paid, in accordance with procedures to be defined by a future measure.

Considering that:

the dilution of the benefit over 50 years shifts the cost-benefit balancing point from the second to the seventh year, while still maintaining a significant overall tax saving;
the outlay for the "ordinary" substitute tax, necessary to maintain deductibility over 18 years, is very costly and close in time, considerably reducing the advantage of the transaction;
revocation of the realignment would entail cancellation of the income from the release of the deferred tax provision, with an inevitable impact on the company's equity.

It was deemed reasonable to maintain the realignment carried out with the 50-year deduction and to recognise deferred tax assets on temporarily non-deductible amortisation and depreciation, with annual monitoring of the reasonable certainty of their recovery.

The following aspects were taken into account in the calculation of deferred tax assets:

the tax regulations in force and their impact on temporary differences, and any tax benefits deriving from the use of tax losses carried forward, where such exist, considering their potential recoverability over a period of three years;
the Parent's forecast profits in the medium and long term.

On the basis of the above, the Parent expects that it can recover with reasonable certainty the deferred tax assets recognised.

Deferred tax liabilities

(In thousands of Euro)
Balance at 31 December 2022	2,762
Releases to profit or loss	(79)
Change in the scope of consolidation	671
Releases to comprehensive income (income tax)	(5)
Balance at 30 June 2023	3,349

Deferred tax liabilities at 30 June 2023 are primarily attributable to the deferred taxation arising from the fair value of the warrant and the PPA of Worldconnect, Systema and Peter Jäckel.

The change for the period, amounting to EUR 587 thousand, is mainly attributable to the provision for deferred taxes on the initial recognition of the amount of the Customer Relationship of Peter Jäckel GmbH, as part of the purchase price allocation.

It is estimated that this amount is attributable to differences that will be absorbed in the medium and long term.

4.6 Inventories

Inventories at 30 June 2023 amounted to EUR 49,182 thousand, net of the allowance for inventory write-down of EUR 2,351 thousand. Inventories include those at the Group's warehouse and goods in transit, for which the Group has already acquired ownership, for EUR 4,380 thousand (EUR 3,202 thousand at 31 December 2022). Inventories consist mainly of finished products; advances also include advances for the purchase of finished products.

The increase compared to 31 December 2022 is attributable to the seasonality of the business and changed product procurement methods, which led to an anticipation of inventories in order to reduce transport costs. Inventories are made up as follows:

(In thousands of Euro)	30 June 2023	31 December 2022
Finished products and goods	46,136	38,806
Goods in transit	4,380	3,202
Advances	1,017	1,606
Gross inventories	51,533	43,614
(Allowance for inventory write-down)	(2,351)	(2,214)
Total Inventories	49,182	41,400

Changes in allowance for inventory write-down between 31 December 2022 and 30 June 2023 are shown below:

(In thousands of Euro)	Allowance for inventory write-down
Balance at 31 December 2022	(2,214)
Accruals	(135)
Releases to profit or loss	-
Exchange difference	(1)
Utilisations	-
Balance at 30 June 2023	(2,351)

During the period, the Group, following an analysis of slow-moving products, accrued EUR 135 thousand to cover obsolete /slow-moving inventories (typical of the sector), in order to align their carrying amount with their estimated realisable amount.

4.7 Trade receivables

The breakdown of Trade receivables at 30 June 2023 and 31 December 2022 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Trade receivables from third parties	48,862	53,022
Trade receivables from related parties (Note 5)	3,010	3,707
Gross trade receivables	51,872	56,728
(Loss allowance)	(3,643)	(3,437)
Total trade receivables	48,230	53,291

The value of receivables decreased by EUR 5,062 thousand compared to the previous year; the decrease is mainly due to a seasonal phenomenon of the business and to the action taken by management on credit management. Total receivables assigned without recourse to factor companies amounted to EUR 9,636 thousand at 30 June 2023 (EUR 7,850 thousand at 31 December 2022).

Changes in the loss allowance at 30 June 2023 are shown below:

(In thousands of Euro)	Loss allowance
Balance at 31 December 2022	(3,437)
Accruals	(210)
Releases to profit or loss	-
Exchange difference	(1)
Utilisations	5
Balance at 30 June 2023	(3,643)

Impaired assets refer mainly to disputed amounts or customers subject to bankruptcy proceedings. The utilisations reflect amounts that, based on certain, precise information or the outcome of pending bankruptcy procedures were impaired in full.

Credit risk is the exposure to potential losses arising from non-performance of the obligations taken on by the counterparty. The Group has credit control processes in place that include customer creditworthiness analyses and credit exposure controls based on reports with a breakdown of due dates and average collection times.

The change in the loss allowance, following the accrual of the year, is the result of an analytical assessment of nonperforming assets and assets that have been proven to be of uncertain recoverability as well as a general assessment based on the asset's historical credit loss.

The carrying amounts of trade receivables are deemed to approximate their fair value.

4.8 Current tax assets

The breakdown of current tax assets at 30 June 2023 and 31 December 2022 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Tax asset of prior years	449	855
Tax payments on account	190	-
Tax assets requested for refund	115	115
Total current tax assets	754	970

Current tax assets mainly include: (i) tax assets for previous years in the amount of EUR 449 thousand, (ii) tax payments on account in the amount of EUR 190 thousand, and (iii) taxes requested for refund in the amount of EUR 115 thousand.

4.9 Financial assets

Financial assets at 30 June 2023 amounted to EUR 157 thousand (EUR 75 thousand at 31 December 2022) and mainly refer to guarantee deposits.

4.10 Other assets

The breakdown of Other assets at 30 June 2023 and 31 December 2022 is shown below.

(In thousands of Euro)	30 June 2023	31 December 2022
Prepaid expenses	4,341	2,891
Others	3,789	480
Total Other current assets	8,130	3,371

Other assets at 30 June 2023 come to EUR 8,130 thousand (EUR 3,371 thousand at 31 December 2022) and mainly include prepaid expenses for the prepayment of contributions to customers following stipulation of commercial contracts, which will also show economic benefit in future periods for approximately EUR 3,547 thousand and period VAT credits for EUR 3,272 thousand.

4.11 Cash and cash equivalents

The breakdown of Cash and cash equivalents at 30 June 2023 and 31 December 2022 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Bank accounts	12,352	9,909
Cash on hand	14	7
Total Cash and cash equivalents	12,366	9,916

Cash and cash equivalents amount to EUR 12,366 thousand at 30 June 2023 (EUR 9,916 thousand at 31 December 2022). The item consists of cash on hand, securities and demand deposits or short-term deposits with banks that are currently available and readily usable.

For further details regarding the dynamics that influenced cash and cash equivalents, reference should be made to the Statement of Cash Flows.

4.12 Equity

Equity was EUR 126,225 thousand (EUR 130,468 thousand at 31 December 2022), having decreased during the year mainly as a result of the loss for the period.

Share capital

The share capital at 30 June 2023 amounts to EUR 21,343, divided into 21,868,189 ordinary shares.

On 22 July 2019, Borsa Italiana S.p.A. commenced trading of the Parent's ordinary shares and warrants on the Mercato Telematico Azionario (MTA), including them in the STAR segment.

Other reserves

At 30 June 2023, other reserves amount to EUR 106,188 thousand (EUR 168,737 thousand at 31 December 2022) and were divided as follows:

Share premium reserve, which amounts to EUR 102,199 thousand.
Negative reserve for treasury shares in portfolio in the amount of EUR 3,322 thousand (at 31 December 2022, it was EUR 9,425 thousand); the decrease for the period was due to the resolution of a dividend by the shareholders' meeting of 28 April 2023, through which 741,108 treasury shares were assigned.
Other reserves for a net amount of EUR 37,262 thousand which mainly originated as a result of the effects of the application of the IFRS and the Business Combination which took place in 2018.
Other minor reserves for EUR 666 thousand.

Consolidation reserve

At 30 June 2023 the consolidation reserve was EUR 2,730 thousand.

Loss for the year attributable to owners of the parent

The loss for the period ended 30 June 2022 attributable to the parent came to EUR 4,036 thousand.

Long Term Incentive Plan Reserve (Share-based payment plans)

In 2021, the Group approved a Stock Grant Plan, which envisages the award to certain employees of rights to receive Parent shares free of charge.

The free award of such rights to receive shares comes under the scope of the "Cellularline S.p.A. 2021-2023 Incentive Plan", submitted for approval by the ordinary shareholders' meeting on 28 April 2021. The following table summarises the main conditions of the stock grant plan:

Date of assignment	Maximum number of	Vesting conditions	Contractual duration of options
	instruments
9 June 2021	90,000 *	30% Relative Total Shareholder	Three years
		Return
		70% Consolidated Adjusted
		EBITDA

Date of assignment	Maximum number of	Vesting conditions	Contractual duration of options
	instruments
17 March 2022	90,000 *	30% Relative Total Shareholder	Three years
		Return
		70% Consolidated Adjusted
		EBITDA

Date of assignment	Maximum number of	Vesting conditions	Contractual duration of options
	instruments
15 March 2023	90,000 *	30% Relative Total Shareholder	Three years
		Return
		70% Consolidated Adjusted
		EBITDA

(*) The number of instruments reported refers to the first tranche of awards of the three-year cycle, of which 55,000 assigned to CEOs and key managers. At the date of this Report, all three award cycles have been activated.

The Plan envisages three cycles of annual awards of rights to Beneficiaries (2021, 2022 and 2023), each of which with a three-year performance period and a two-year lock-up on the shares assigned by virtue of the rights awarded for each cycle, where conditions are met and in accordance with the terms and conditions set forth in the Plan and its Regulation. The rights assigned to the beneficiaries will accrue, and accordingly give entitlement to their holders to receive shares of the Parent, according to the degree to which measurable long-term performance objectives, pre-determined by the Parent, are achieved. These performance objectives contribute with a different percentage weighting towards the accrual of the rights and allocation of the shares, all as indicated:

(i) the Relative Total Shareholder Return (or Relative TSR) is the share performance objective and contributes towards the incentive variable remuneration envisaged by the Plan (in the form of shares), weighing for 70%, (ii) the Consolidated Three-Year Adjusted EBITDA is the corporate performance objective and contributes towards the incentive variable remuneration envisaged by the Plan (in the form of shares), weighing for 30%.

At 30 June 2023, in accordance with IFRS 2, the measurement regarded the total fair value of the approved plan. The "market based" component (Relative Total Shareholder Return) has been estimated using a stochastic simulation with the Monte Carlo Method, which, on the basis of suitable hypotheses, made it possible to define a significant number of alternative scenarios over the time frame considered.

The non-market based component was measured at the reporting date to account for expectations regarding the number of rights that may vest.

The amount of the LTI reserve at 30 June 2023 is EUR 231 thousand (EUR 179 thousand at 31 December 2022).

4.13 Bank loans and borrowings and other financial liabilities (current and non-current)

The breakdown of Bank loans and borrowings and other current and non-current financial liabilities at 30 June 2023 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Current bank loans and borrowings and loans and borrowings from other financial backers	30,390	23,788
Non-current bank loans and borrowings and loans and borrowings from other financial backers	16,006	15,709
Total bank loans and borrowings and loans and borrowings from other financial backers	46,396	39,497
Other current financial liabilities	1,557	1,421
Other non-current financial liabilities	13,125	9,457
Total other financial liabilities	14,682	10,878
Total financial liabilities	61,078	50,375

At 30 June 2023, Bank loans and borrowings and loans and borrowings from other financial backers come to EUR 46,396 thousand (EUR 39,497 thousand at 31 December 2022) and mainly include:

• the bank loan of the Parent, agreed in October 2020 in the re-financing transaction for EUR 23,866 thousand, net of the amortised cost, including the drawing of the Capex facility in January 2023 for EUR 4,000 thousand;

the bank loan signed in January 2023 for a residual EUR 6,000 thousand;
the Parent's short-term hot money bank loans in the amount of EUR 9,100 thousand;
the loan agreed by the subsidiary Worldconnect, in connection with the Covid-19 emergency for EUR 426 thousand.

(In thousands of Euro)			Maturity Original amount	30 June 2023
	Inception			Outstanding debt	Current portion	Non-current portion
Syndicated loan
"Ordinary" facility	26 October 2020	20 June 2025	50,000	20,000	10,000	10,000
"Capex" facility	11 January 2023	20 June 2025	4,000	4,000	2,000	2,000
Total syndicated loan (*)			54,000	24,000	12,000	12,000

BNL S.p.A.	25 January 2023	25 January 2026	6,000	6,000	2,200	3,800
Financial liabilities			60,000	30,000	14,200	15,800

The bank loans of the Parent at 30 June 2023, gross of bank fees, are as follows:

(*) The syndicated loan was signed with Banco BPM S.p.A. and Intesa Sanpaolo S.p.A..

The syndicated bank loan is subject to economic and financial covenants. These covenants have been complied with at 30 June 2023. The agreement originally provided for a credit facility for M&A operations, amounting to EUR 20 million, aimed at supporting the growth strategy by external lines. This facility was partially activated in December 2022 and utilised for approximately EUR 4 million in January 2023 in connection with the non-recurring acquisition of the German company Peter Jäckel GmbH. Furthermore, in June 2023, the M&A facility was renegotiated with a residual availability of EUR 10 million that can be drawn until 31 December 2023.

Loans are measured at amortised cost in accordance with IFRS 9 and therefore their carrying amount of EUR 29,865 thousand at 30 June 2023 (EUR 39,497 thousand at 31 December 2022), is reduced by transaction costs. Below is a reconciliation of the net financial indebtedness at 30 June 2023, of EUR 48,555 thousand, and at 31 December 2022, of EUR 40,384 thousand, according to the scheme envisaged by ESMA Guidance 32-382-1138 dated 4 March 2021 and indicated in the Consob Note 5/21 dated 29 April 2021:

		Balance as at
(In thousands of Euro)	30 June 2023	31 December 2022	Δ	%
(A) Cash	12,366	9,916	2,454	24.7%
(B) Cash equivalents	-	-	-	-
(C) Other current financial assets	157	75	82	>100%
(D) Liquidity (A)+(B)+(C)	12,523	9,991	2,536	25.4%
(E) Current financial debt	1,557	1,421	136	9.6%
(F) Current portion of non-current debt	30,390	23,788	6,602	27.8%
(G) Current financial indebtedness (E) + (F)	31,947	25,209	6,738	26.7%
- of which guaranteed	-	-	-	-
- of which not guaranteed	31,947	25,209	6,738	26.7%
(H) Net current financial indebtedness (G) - (D)	19,420	15,218	4,202	27.6%
(I) Non-current financial debt	29,131	25,166	3,965	15.8%
(J) Debt instruments	-	-	-	-
(K) Non-current trade and other payables	-	-	-	-
(L) Non-current financial indebtedness (I)+(J)+(K)	29,131	25,166	3,965	15.8%
- of which guaranteed	-	-	-	-
- of which not guaranteed	29,131	25,166	3,965	15.8%
(M) TOTAL FINANCIAL INDEBTEDNESS (H) + (L)	48,555	40,384	8,167	20.2%

The increase in NFP is mainly related to the acquisition of Peter Jäckel GmbH, as well as the dynamics of net working capital.

A breakdown of financial liabilities by maturity is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Within 1 year	31,812	25,030
From 1 to 5 years	29,086	25,226
Over 5 years	179	119
Total financial liabilities	61,078	50,375

4.14 Employee benefits

At 30 June 2023, this item, amounting to EUR 518 thousand (EUR 524 thousand at 31 December 2022), includes the actuarial measurement of the Parent and subsidiary Systema's post-employment benefits (TFR); these measurement were carried out using the "Projected Unit Credit" method as provided for by IAS 19.

The change in the period is attributable to staff turnover and actuarial measurements.

The actuarial model is based on:

discount rate of 3.60%, which was derived from the Iboxx Corporate AA index with a duration of 10+;
annual inflation rate of 2.30%;
annual rate of increase in the post-employment benefits of 3.225%, which is equal to 75% of inflation plus 1.5 percentage points.

In addition, sensitivity analyses were carried out for each actuarial assumption, considering the effects that would have occurred as a result of reasonably possible changes in the actuarial assumptions at the reporting date; the results of these analyses do not give rise to significant effects.

4.15 Provisions for risks and charges

Changes in the Provisions for risks and charges, broken down for the period between 31 December 2022 and 30 June 2023 are shown below:

(In thousands of Euro)	Agents' severance Other provisions for indemnity provision risks and charges (FISC)		Total
Balance at 31 December 2022	-	1,356	1,356
- of which current portion	-	-	-
- of which non-current portion	-	1,356	1,356
Accruals	110	83	148
From change in the scope of consolidation	945	-	945
(Utilisations)/Releases	-	-	-
Balance at 30 June 2023	1,055	1,438	2,493
- of which current portion	-	-	-
- of which non-current portion	1,055	1,438	2,493

The Agents' severance indemnity provision (FISC) refers to the probable amount to be paid by the Parent and the subsidiary Systema to agents for the termination of the agency relationship for events not the fault of the agent. The actuarial measurement, in compliance with IAS 37, was carried out by quantifying future payments through the projection of the indemnities accrued at the reporting date by the agents operating until the presumed (random) termination date of the contractual relationship. For actuarial measurements, demographic and economic-financial assumptions were adopted; specifically, the discount rate was set with reference to the IBoxx Eurozone AA index in relation to the duration of the collective. Specifically, a rate of 3.60% was adopted.

4.16 Trade payables

The breakdown of Trade payables at 30 June 2023 and 31 December 2022 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Third parties	26,993	23,580
Total trade payables	26,993	23,580

At 30 June 2023, trade payables, all due within the year with normal payment terms, amounted to EUR 26,993 thousand (EUR 23,580 thousand at 31 December 2022) and refer to the acquisition of goods and services.

4.17 Current tax liabilities

At 30 June 2023, the item comes to EUR 374 thousand (EUR 772 thousand at 31 December 2022) and mainly includes the last instalment on the substitute tax on the realignment of statutory and tax amounts of the Cellularline and Interphone trademarks and the customer relationship for EUR 611 thousand, payment of which is expected by June 2023.

4.18 Other liabilities

The breakdown of Other liabilities at 30 June 2023 and 31 December 2022 is shown below:

(In thousands of Euro)	30 June 2023	31 December 2022
Due to employees	2,672	1,892
Tax liabilities	2,255	1,507
Social security liabilities	867	909
Other liabilities	1,384	1,283
Total Other liabilities	7,179	5,591

At 30 June 2023, the item amounts to EUR 7,179 thousand (EUR 5,591 thousand at 31 December 2022) and mainly consists of:

EUR 2,672 thousand relating to employees for amounts to be paid (13th month's salary and bonuses);
tax liabilities of EUR 2,255 thousand (withholdings VAT);
EUR 867 thousand due to social security institutions for contributions to be settled in connection with personnel;
EUR 1,384 thousand for other liabilities (advances to customers and accrued expenses and deferred income).

4.19 Revenue

In the first half of 2023, revenue from sales amounts to EUR 67,820 thousand (EUR 54,558 thousand in the first half of 2022). As mentioned earlier, the Group's business operates through one operating segment which can be divided into three main product lines:

Red line (accessories for multimedia devices);
Black line (accessories for motorcycles and bicycles);
Blue line (third party products marketed under distribution agreements).

The following tables show revenue, broken down by product line and geographical segment.

Revenue from sales by product line

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue	Δ	%
	19,447	28.6%	18,013	33.0%	1,434	8.0%
Red – International	34,708	51.2%	25,079	46.0%	9,629	38.4%
Revenue from sales - Red	54,155	79.9%	43,092	79.0%	11,063	25.7%
Black – Italy	2,228	3.3%	2,245	4.1%	(17)	-0.8%
Black – International	2,135	3.1%	1,896	3.5%	239	12.6%
Revenue from sales - Black	4,363	6.4%	4,141	7.6%	222	5.4%
Blue – Italy	8,478	12.5%	5,478	10.0%	3,000	54.8%
Blue – International	824	1.2%	1,845	3.4%	(1,021)	-55.4%
Revenue from sales - Blue	9,302	13.7%	7,323	13.4%	1,979	27.0%
Other – Italy	0	0.0%	2	0.0%	(2)	-100%
Revenue from Sales - Others	0	0.0%	2	100%	(2)	-100%
Total revenue from sales	67,820	100.0%	54,558	100.0%	13,261	24.3%

Revenue from sales by geographical segment

(In thousands of Euro)	H1 2023	% of revenue	H2 2022	% of revenue	Δ	%
	30,153	44.5%	25,737	47.2%	4,416	17.2%
DACH	10,717	15.8%	5,016	9.2%	5,701	>100%
Eastern Europe	5,808	8.6%	4,973	9.1%	835	16.8%
Spain/Portugal	5,623	8.3%	4,650	8.5%	973	20.9%
Benelux	3,817	5.6%	2,974	5.5%	843	28.3%
France	2,968	4.4%	2,960	5.4%	8	0.3%
Northern Europe	2,565	3.8%	1,828	3.4%	737	40.3%
Great Britain	2,325	3.4%	2,394	4.4%	(69)	-2.9%
North America	900	1.3%	391	0.7%	509	>100%
Middle East	460	0.7%	491	0.9%	(31)	-6.3%
Others	2,485	3.7%	3,144	5.8%	(660)	-21.0%
Total Revenue from Sales 9	67,820	100.0%	54,558	100.0%	13,261	24.3%

4.20 Cost of sales

The cost of sales amounts to EUR 43,467 thousand in the first half of 2023 (EUR 35,231¹⁰ in the first half of 2022) and mainly includes the costs of purchasing and processing raw materials (EUR 40,161 thousand), personnel expense (EUR 1,485 thousand) and accessory costs (EUR 1,178 thousand).

⁹ Beginning with this Report, revenue from Great Britain and North America have been highlighted; the 2022 figures have been consistently reclassified in order to allow a proper comparison between the periods.

¹⁰ For the purpose of a better presentation of the Group's results, the transport costs associated with material purchases were subdivided from transport on sales and classified under "Cost of Sales"; for consistency, the 2022 figures have been reclassified accordingly.

4.21 Sales and distribution costs

In the first half of 2023, the sales and distribution costs amounted to EUR 14,130 thousand (EUR 12,655 thousand in the first half of 2022) and break down as follows:

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue
Sales and distribution personnel expense	6,739	9.9%	6,084	11.2%
Commissions to agents	2,970	4.4%	2,654	4.9%
Transport	1,918	2.8%	1,852	3.4%
Advertising and commercial consultancy expenses	1,279	1.9%	1,031	1.9%
Other sales and distribution costs	1,224	1.8%	1,033	1.9%
Total sales and distribution costs	14,130	20.8%	12,655	23.2%

4.22 General and administrative costs

In the first half of 2023, the general and administrative costs amounted to EUR 13,588 thousand (EUR 52,224 thousand in the first half of 2022) and break down as follows:

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue
Amortisation	5,080	7.5%	4,810	8.8%
Depreciation	1,378	2.0%	1,250	2.3%
Impairment of goodwill	-	-	39,925	73.2%
Provisions for risks and impairment losses	327	0.5%	121	0.2%
Administrative personnel expense	3,203	4.7%	2,892	5.3%
Administrative, legal, personnel consultancy etc.	1,328	2.0%	1,051	1.9%
Directors' and Statutory Auditors' fees	466	0.7%	496	0.9%
Commissions and fees	142	0.2%	74	0.1%
Other general administrative costs	1,664	2.4%	1,605	2.9%
Total general and administrative costs	13,588	20.0%	52,224	95.7%

4.23 Other non-operating costs and income

In the first half of 2023, non-operating costs and income amounted to EUR 691 thousand (EUR 802 thousand in the first half of 2022) and break down as follows:

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue
Prior year income and (expense)	122	0.2%	43	0.1%
Recoveries of SIAE fees	3	0.0%	(3)	0.0%
(SIAE and CONAI contributions)	(129)	-0.2%	(72)	-0.1%
Other non-operating income	694	1.0%	834	1.5%
Total other non-operating income	691	1.0%	802	1.5%

Total other non-operating income was positive in the amount of EUR 691 thousand and essentially in line with the previous half-year.

4.24 Financial income and expense

Net financial expense amounts to EUR 1,761 thousand (expense of EUR 690 thousand for the first half of 2022).

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue
Fair value gains	60	0.1%	307	0.6%
Interest income	-	0.0%	1	0.0%
Total Financial income	60	0.1%	308	0.6%
Commissions and other financial expense from fair value	(619)	-0.9%	(478)	-0.9%
Interest expense on non-current loans	(1,099)	-1.6%	(441)	-0.8%
Other interest expense	(104)	-0.2%	(79)	-0.1%
Total Financial expense	(1,823)	-2.7%	(998)	-1.8%
Net financial expense	(1,763)	-2.6%	(690)	-1.3%

Net financial expense for H1 2023 comes to EUR 1,763 thousand, while in H1 2022, expense was recorded for EUR 690 million. The higher net financial expenses (EUR 1,073 thousand) recorded are mainly attributable to the increase in interest rates on non-current loans, as well as the positive effect of the change in the fair value of warrants that were outstanding and that had had a positive impact on the income statement in the previous period. Financial expense at 30 June 2023 comes to EUR 1,823 thousand and mainly refers to:

EUR 619 thousand related to bank fees and premiums for derivative contracts;
EUR 1,099 thousand relative to interest to banks for the loan stipulated in October 2020 for an original amount of EUR 50,000 thousand (the residual debt at 30 June 2023 is EUR 20,000 thousand);
EUR 104 thousand for other interest expense.

4.25 Exchange gains and losses

The breakdown of the item for the six-month periods ended 30 June 2023 and 30 June 2022 is shown below:

(In thousands of Euro)	H1 2023	% of revenue	H1 2022	% of revenue
Net exchange gains on trading	72	0.1%	1,116	2.0%
Net exchange gains on financial transactions	34	0.0%	213	0.4%
Total exchange gains	106	0.2%	1,329	2.4%

4.26 Income taxes

The breakdown of Income taxes for the six-month periods ended 30 June 2023 and 30 June 2022 is shown below:

(In thousands of Euro)	H1 2023	H1 2022
Current taxes	(103)	(1)
Current taxes of previous years	3	(4)
Deferred taxes	395	1,105
Total	295	1,100

This item includes the charge for current taxes for the year in the amount of EUR 103 thousand.

Taxes for infra-annual periods are calculated by applying the tax rate determined on the most up-to-date forecast situation as at 31 December available at the time of closing (budget or forecast) to the result for the period. We proceed to determine the taxes of this forecast situation, estimating analytically the increases and decreases. The incidence of budget/forecast taxes on the respective economic result determines the tax rate, which is subsequently applied to the interim period result for the calculation of taxes for the period.

Deferred taxes of EUR 395 thousand refer to:

income due to the recognition of deferred tax assets of the Parent amounting to EUR 148 thousand on partially-deductible amortisation, like that of the Cellularline and Interphone trademarks, as described in the section on deferred tax assets;
income from the release of deferred tax liabilities arising from the effect of amortisation on the PPA of Worldconnect, Systema and Peter Jäckel, amounting to EUR 110 thousand;
recognition of deferred tax income related to unrealised intercompany profits on inventories in the amount of EUR 134 thousand;
other minor changes for EUR 3 thousand.

4.27 Basic and diluted earnings per share

Basic earnings per share were calculated by dividing the loss for the period by the average number of ordinary shares. The table below shows the details of the calculation:

(In thousands of Euro)	2023	2022
Loss for the period [A]	(4,036)	(43,011)
Number of shares (in thousands) taken into account for the calculation of basic and diluted earnings per share [B]	21,033	20,357
Basic and diluted earnings per share ( ) [A/B] in Euro	(0.19)	(2.11)

4.28 Statement of cash flows

The main factor that influenced cash flow trends in the years considered are summarised below.

Net cash flows from operating activities

	H1
(In thousands of Euro)	2023	2022
Cash flows from operating activities
Loss for the period	(4,036)	(43,011)
Adjustments for:
- Income taxes	(295)	(1,100)
- Net accruals and impairment losses	198	(492)
- Losses/(gains) on equity investments	-	-
- Accrued net financial expense	1,718	643
- Amortisation, depreciation and impairment of goodwill	6,463	46,000
- Other non-monetary movements	51	66
Changes in:
- Inventories	(6,537)	(13,156)

- Trade receivables	6,024	8,156
- Trade payables	3,258	2,855
- Other changes in operating assets and liabilities	(2,965)	5,653
- Payment of employee benefits and change in provisions	6	(81)
Cash flows generated by operating activities	3,886	5,531
Taxes paid/offset	(1,075)	(941)
Interest paid	(1,668)	(998)
Net cash flows generated by operating activities	1,143	3,592

Cash flows from investing activities

(In thousands of Euro)	H1 2023	H1 2022
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired and other costs	(2,552)	-
Purchases of property, plant and equipment and intangible assets (*)	(2,233)	(2,829)
Cash flows used in investing activities	(4,785)	(2,829)

(*) In order to provide better comparability, these items for H1 2021 have been reclassified.

Cash flows from financing activities

(In thousands of Euro)	H1 2023	H1 2022
Cash flows from financing activities
Increase in financial liabilities	6,891	1,735
Decrease in other financial liabilities	(585)	(962)
Dividend distribution	-	(1,012)
Payment of transaction costs relating to financial liabilities	45	48
Other changes in equity	(342)	355
Net cash flows generated by financing activities	6,008	164

5. Transactions with related parties

Transactions with related parties are neither atypical nor unusual and are part of the ordinary course of business of the Group's companies. These transactions mainly concern (i) the supply of products and accessories for mobile telephony, (ii) the provision of services that are functional to the performance of the business and (iii) the provision of loans to the above-mentioned related parties. Transactions with related parties, as defined by IAS 24 and governed by Article 4 of Consob Regulation 17221 of 12 March 2010 (and subsequent amendments), implemented by the Group up to 30 June 2023 concern mainly commercial transactions relating to the supply of goods and the provision of services. The following is a list of the related parties with which transactions took place in the first half of 2023, indicating the type of relationship:

Related parties	Type and main relationship
Cellular Swiss S.A.	50%-owned associate of Cellularline S.p.A. (,measured using the equity method); the remaining shareholders are: Maria Luisa Urso (25%) and Antonio Miscioscia (25%)
Christian Aleotti	Shareholder of Cellularline S.p.A.

The table below shows the statement of financial position balances of the Group's Related Party Transactions at 30 June 2023 compared with 31 December 2023.

(In thousands of Euro)	Balance at
			31 December 2022
	Current trade	Other non current	(Trade payables)	Current trade receivables	Other non current	(Trade payables)
	receivables	assets			assets
Cellular Swiss S.A.	3,010	-	-	3,707	-	-
Total	3,010	-	-	3,707	-	-
Impact on the financial statements item	6.2%	-	-	7.0%	-	-

It should be noted that trade receivables are presented net of the related trade payables.

The table below shows the income statement balances of Cellularline's transactions with related parties for the six months ended 30 June 2023 and 30 June 2022:

(In thousands of Euro)	H1 2023				H1 2022
	Revenue from sales	(Sales and distribution costs)	(General and administrative costs)	Other non operating (costs)/income	Revenue from sales	(Sales and distribution costs)	(General and administrative costs)	Other non operating (costs)/income
Cellular Swiss S.A.	2,012	-	(1)	-	1,996	-	(1)	-
Other	-	-	(5)	-	-	-	(5)	-
Total	2,012	-	(6)	-	1,996	-	(6)	-
Impact on the financial statements item	3.0%	-	0.0%		3.3%	-	0.0%	-

The main related parties with which Cellularline carried out transactions in the six months ended 30 June 2023 are as follows:

Cellular Swiss S.A.: trading relationship involving the transfer of goods held for sale by Cellularline to Cellular Swiss S.A., with the latter recharging a portion of the commercial contributions incurred for the acquisition of new customers and/or the development of existing customers, in line with the Group's commercial policies;
Christian Aleotti: two leases to which Cellularline is a party, as tenant, entered into on 1 September 2017 and 16 October 2017.

6. Other information

6.1 Contingent liabilities

On the basis of the information available to date, the Company's Directors believe that, at the date of approval of these condensed interim consolidated financial statements, the accrued provisions are sufficient to ensure the correct presentation of financial information.

6.2 Risks

The Group is exposed to the various risks already illustrated in Paragraph 13 of the Directors' Report.

6.3 Guarantees granted in favour of third parties

This item includes sureties payable in favour of third parties for EUR 611 thousand, mainly relating to a customer to guarantee any contractual penalties for commercial supplies.

6.4 Subsequent events

Commercial agreement stipulated July 1st with the Spanish department store chain El Corte Inglés;
The ESG report was published on 27 July 2023. For the third consecutive year, the company's new course based on an all-round sustainable business model is reaffirmed. Inside are best practices and outstanding performances the Group has achieved in six main areas of action - Governance, People, Community, Suppliers, Environment and Customers.

___________________ ___________________

Reggio Emilia, 06/09/2023.

Antonio Luigi Tazartes Mauro Borgogno The Chairman of the Board of Directors Manager responsible for preparing financial information

ATTESTATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2023 PURSUANT TO ART. 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED AND SUPPLEMENTED

The undersigned Christian Aleotti, as Chief Executive Officer, and Mauro Borgogno, in his capacity as Manager responsible for preparing the financial information of the Cellularline Group, attest, also considering the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of 24 February 1998:

that the condensed interim consolidated financial statements are consistent with the characteristics of the business; and
that the administrative and accounting procedures for the preparation of the Condensed Interim Consolidated Financial Statements as at and for the six-month period ended 30 June 2023 have been effectively applied.

In this regard, we note that no significant issues emerged.

It is also certified that the 2023 Interim Financial Report of the Cellularline Group:

has been prepared in accordance with the applicable International Financial Reporting Standards endorsed by the European Union pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002;
correspond with the entries in the ledgers and the accounting records;
give a true and fair view of the performance and financial position of the issuer and of all the companies included in the consolidation.

The Directors' Report includes a reliable analysis of references to important events that occurred in the first six months of the year and their impact on the Condensed Interim Consolidated Financial Statements, together with a description of the main risks and uncertainties for the remaining six months of the year. The Directors' Report also includes a reliable analysis of information on significant transactions with related parties.

___________________ ___________________

Reggio Emilia, 06/09/2023.

Christian Aleotti Mauro Borgogno Deputy Chairman and CEO Manager responsible for preparing the financial information

(Translation from the Italian original which remains the definitive version)

Cellularline S.p.A.

Condensed interim consolidated financial statements as at and for the six months ended 30 June 2023

(with auditors' report on review thereof)

KPMG S.p.A. 11 September 2023

KPMG S.p.A. Revisione e organizzazione contabile Via Innocenzo Malvasia, 6 40131 BOLOGNA BO Telefono +39 051 4392511 Email [email protected] PEC [email protected]

(Translation from the Italian original which remains the definitive version)

Report on review of condensed interim consolidated financial statements

To the shareholders of Cellularline S.p.A.

Introduction

We have reviewed the accompanying condensed interim consolidated financial statements of the Cellularline Group, comprising the statement of financial position as at 30 June 2023, the income statement and the statements of comprehensive income, cash flows and changes in equity for the six months then ended and notes thereto. The directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.

Scope of the review

We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Cellularline Group as

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

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Cellularline Group Report on review of condensed interim consolidated financial statements 30 June 2023

at and for the six months ended 30 June 2023 have not been prepared, in all material respects, in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union. Bologna, 11 September 2023

KPMG S.p.A.

(signed on the original)

Davide Stabellini Director of Audit

AI assistant

Cellularline — Interim / Quarterly Report 2023

4473_ir_2023-09-12_37dce628-b66a-47c7-8ed3-dd7cfb73806c.pdf

COMPANY DATA OF THE PARENT CELLULARLINE S.p.A.

Registered Office:

Legal information:

CORPORATE BODIES

Board of Directors

Risk and Control Committee

Appointments and Remuneration Committee

Committee for Transactions with Related Parties

Board of Statutory Auditors

Supervisory Body

Independent Auditors

GROUP STRUCTURE AT 30 June 2023

GROUP COMPOSITION

1. Introduction

2. Methodological note

3. Accounting policies

4. Main financial and performance indicators1

5. Market performance

6. Group performance

Income Statement

6.1 Consolidated revenue

6.1.1 Revenue from sales by product line

6.1.2 Consolidated revenue by geographical segment

6.2 Cost of sales

6.3 Sales and distribution costs

6.4 General and administrative costs

6.5 Other non-operating income and expense

6.6 Adjusted EBITDA

6.7 Financial income and expense

6.8 Exchange gains and losses

6.9 Adjusted EBIT

6.10 Adjusted loss for the period attributable to owners of the parent

7. Statement of financial position

Statement of financial position

Financial Position

Net cash flows generated by operating activities

Cash flows used in investing activities

Cash flows generated by financing activities

8. Investments and research and development activities

9. Information on transactions with related parties and non-recurring, atypical or unusual transactions

10. Atypical and/or unusual transactions

11. Share-based payments

12. Treasury shares and shares of the parent

13. Main risks and uncertainties to which the Group is exposed

13.1 Risks related to competition and competitiveness

13.2 Risks related to seasonality and the obsolescence of inventories.

13.3 Risks related to changes in the regulatory framework

13.4 Risks related to macroeconomic developments, the Russia and Ukraine conflict

13.5 Risk associated with price trends and possible procurement difficulties and relations with suppliers

13.6 Liquidity risk

13.7 Credit risks

13.8 Interest rate risks

13.9 Risks related to the administrative liability of legal persons

13.10 Risks associated with climate change

14. Management and coordination

15. Branches

16. Workforce

17. Information on environmental impact

18. Significant events during and after the reporting period

Subsequent events

19. Outlook

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2023

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 June 2023

STATEMENT OF FINANCIAL POSITION

INCOME STATEMENT

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF CASH FLOWS

STATEMENT OF CHANGES IN EQUITY

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Introduction

1.1 Impact of the COVID-19 emergency and the Russia-Ukraine conflict on the Group's performance and financial position, measures taken, risks and areas of uncertainty

2. Basis of preparation and accounting standards

2.1 Basis of preparation

2.2 Basis of presentation

F) Notes to the condensed interim consolidated financial statements.

2.3 Basis of consolidation and scope of consolidation

Basis of consolidation

Cellularline Interim / Quarterly Report 2023

4. Main financial and performance indicators¹