Independent auditor’s report
Report on the audit of the accompanying financial statements
We have audited the financial statements 2022 of Numidia Holding B.V., (or ‘the Company’) based in Roermond. In our opinion the accompanying financial statements give a true and fair view of the financial position of Numidia Holding B.V. as at 31 December 2022 and of its result for 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
the consolidated and separate balance sheet as at 31 December 2022;
the consolidated and separate profit and loss account for 2022;
the consolidated cash flow statement for 2022;
the consolidated statement of comprehensive income for 2022; and
the notes comprising a summary of the accounting policies and other explanatory information.
basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.
We are independent of Numidia Holding B.V. in accordance with the ‘Wet toezicht accountantsorganisaties’ (Wta, ‘Audit firms supervision act’), the 'Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten' (ViO, ‘Code of Ethics for Professional Accountants, a regulation with respect to independence’) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA, ‘Dutch Code of Ethics’).
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of fraud and non-compliance with laws and regulations and going concern was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ‘Risk Management’ of the annual report, the Board of Directors describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations.
As part of our audit, we have gained insights into the Company and its business environment, and assessed the design and implementation of the Company’s risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company’s code of conduct, whistleblowing procedures, incidents register and its procedures to investigate indications of possible fraud and non-compliance.
Furthermore, we performed relevant inquiries with management and other relevant functions, such as the CEO, CFO and the Company’s Compliance Officer. As part of our audit procedures, we:
obtained an understanding of how the Company uses information technology (IT) and the impact of IT on the financial statements, including the potential for cybersecurity incidents to have a material impact on the financial statements;
assessed other positions held by members of the Board of Directors and paid special attention to procedures and governance/compliance in view of possible conflicts of interest; and
evaluated investigation reports on indications of possible fraud and non-compliance.
In addition, we performed procedures to obtain an understanding of the legal and regulatory frameworks that are applicable to the Company and identified the following areas as those most likely to have a material effect on the financial statements:
bribery and corruption laws;
consumer product law, including product safety and product liability claims (reflecting the nature of the Company’s diverse product base).
We evaluated the fraud and non-compliance risk factors to consider whether those factors indicate a risk of material misstatement in the financial statements.
Further, we assessed the presumed fraud risk on revenue recognition as irrelevant, because of the limited value of the individual transactions, the low complexity of the sales transactions and the fact that the individual influence on personnel bonus targets is limited. Furthermore, we note that the remaining fraud risk of posting manual entries regarding revenues is already part of risk of management override of controls.
Based on the above and on the auditing standards, we identified the following fraud risk that is relevant to our audit, including the relevant presumed risks laid down in the auditing standards, and responded as follows:
Management override of controls (a presumed risk)
Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively.
We evaluated the design and the implementation of internal controls that mitigate fraud and non-compliance, such as processes related to journal entries.
We performed a data analysis of high-risk journal entries related to, amongst other, unexpected revenue journal entry combinations. Where we identified instances of unexpected journal entries or other risks through our data analyses, we performed additional audit procedures to address each identified risk, including testing of transactions back to source information.
We incorporated elements of unpredictability in our audit.
We communicated our risk assessment, audit responses and results to management. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-compliance that are considered material for our audit.
Audit response to going concern
The Board of Directors has performed its going concern assessment and has not identified any going concern risks. To assess the Board of Directors’ assessment, we have performed, inter alia, the following procedures:
we considered whether the Board of Directors’ assessment of the going concern risks includes all relevant information of which we are aware as a result of our audit;
we inspected the financing agreement in terms of conditions that could lead to going concern risks, including the term of the agreement and any covenants;
we analyzed whether the headroom of the ratios included in the financing agreement is sufficient or if it gives rise to the risk of the covenants in the financing agreement being breached;
we analyzed the Company’s financial position as at year-end and compared it to the previous financial year in terms of indicators that could identify going concern risks.
The outcome of our risk assessment procedures did not give reason to perform additional audit procedures on the Board of Directors’ going concern assessment.
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains
is consistent with the financial statements and does not contain material misstatements;
contains the information as required by Part 9 of Book 2 of the Dutch Civil Code regarding the
annual report of the Board of Directors and the other information.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less
than the scope of those performed in our audit of the financial statements.
The Board of Directors is responsible for the preparation of the other information, including the
annual report of the Board of Directors, in accordance with Part 9 of Book 2 of the Dutch Civil
Code, and other information pursuant to Part 9 of Book 2 of the Dutch Civil Code.
Description of the responsibilities for the financial statements
responsibilities of the board of directors for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board
of Directors is responsible for such internal control as the Board of Directors determines is
necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to errors or fraud.
As part of the preparation of the financial statements, the Board of Directors is responsible for
assessing the company's ability to continue as a going concern. Based on the financial reporting
framework mentioned, the Board of Directors should prepare the financial statements using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. The Board of
Directors should disclose events and circumstances that may cast significant doubt on the
company's ability to continue as a going concern in the financial statements.
our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud during our audit.
Misstatements can arise from fraud or errors and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements. The materiality affects the nature, timing and extent of
our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
identifying and assessing the risks of material misstatement of the financial statements,
whether due to errors or fraud, designing and performing audit procedures responsive to
those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from errors, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;
obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control;
evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors;
concluding on the appropriateness of management's use of the going concern basis of
accounting and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor's report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause the company ceasing to continue as a going concern;
evaluating the overall presentation, structure and content of the financial statements, including
evaluating whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We are solely responsible for the opinion and therefore responsible to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statements. In this respect we are also responsible for directing, supervising and performing the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.
M.G. Lutters RA