Independent auditor’s report
To: the General Meeting of shareholders of Numidia Holding B.V.
Report on the audit of the accompanying financial statements
Our opinion
We have audited the financial statements 2023 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 2023 and of its result for 2023 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
the consolidated and separate balance sheet as at 31 December 2023;
the consolidated and separate profit and loss account for 2023;
the consolidated cash flow statement for 2023;
the consolidated statement of comprehensive income for 2023; 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 the 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 the Company’s Staff Handbook which contains the Code of conduct and whistleblowing policy.
Furthermore, we performed relevant inquiries with the Board of Directors and other relevant functions, including the CEO and CFO. We have also incorporated elements of unpredictability in our audit such as performing testing procedures over goods in transit, and involved forensic specialists in our audit procedures.
As a result from our risk assessment, we identified the following laws and regulations as those most likely to have a material effect on the financial statements in case of non-compliance:
bribery and corruption laws and anti-money laundering laws and regulations (reflecting the Company’s international business footprint); and
consumer product law, including product safety and product liability claims (reflecting the nature of the Company’s diverse product base).
Based on the above and on the auditing standards, we identified the following fraud risks that are 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)
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.
Responses:
We evaluated the Company’s policies and procedures and the design and the implementation of controls regarding journal entries.
We made inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries and other adjustments.
We performed data analyses of high-risk journal entries. Where we identified instances of unexpected journal entries or other risks through our data analytics, we performed additional audit procedures to address each identified risk. These procedures also included testing of transactions back to source documentation.
We verified the appropriateness of material post-closing entries recorded in the general ledger.
We evaluated key estimates and judgments for bias by the Company’s management, such as the valuation of the derivatives.
Revenue recognition (a presumed risk)
Risk:
We identified a fraud risk in relation to the recognition of revenue. This risk inherently includes the fraud risk that management deliberately understates revenue, in the cut off period after balance sheet date, as management may feel pressure to achieve planned results for the next year.
Responses:
We evaluated the design and implementation of the controls set up by management surrounding the determination of the transfer of control at year-end (cut-off procedures implemented by management).
We used data analytics to identify unexpected ‘account pairings’ and journal entries in the revenue account at year-end and inspected the underlying accounting records to evaluate the appropriateness of these journal entries.
We performed test of details on revenues after year-end (cut-off) by tracing revenues back to underlying details, which included invoices, contracts, customer orders, shipping documents and when considered relevant debtor payments, to ensure that revenue was recognized in the appropriate period.
We communicated our risk assessment, audit responses and results to the Board of Directors. 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; and
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
other information.
Based on the following procedures performed, we conclude that the other information:
is consistent with the financial statements and does not contain material misstatements;
contains all the information regarding the Board of Directors’ report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
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 Board of Directors’ report, in accordance with Part 9 of Book 2 of the Dutch Civil Code, and other information as required by 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 fraud or error.
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 skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our audit included among others:
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 the Board of Directors' use of the going concern basis of
accounting and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor's report to the related disclosures in the 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
the disclosures; andevaluating 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 the Board of Directors 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.
Maastricht-Airport, 8 April 2024
KPMG Accountants N.V.
M.E.H. Smeets RA