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Datalogic

Audit Report / Information Apr 3, 2025

4452_10-k-afs_2025-04-03_30b17014-b49e-4d0a-a283-40aca8407490.pdf

Audit Report / Information

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Deloitte & Touche S.p.A. Piazza Malpighi, 4/2 40123 Bologna Italia

Tel: +39 051 65811 Fax: +39 051 230874 www.deloitte.it

INDEPENDENT AUDITOR'S REPORT PURSUANT TO ARTICLE 14 OF LEGISLATIVE DECREE No. 39 OF JANUARY 27, 2010 AND ARTICLE 10 OF THE EU REGULATION 537/2014

To the Shareholders of Datalogic S.p.A.

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Opinion

We have audited the consolidated financial statements of Datalogic S.p.A. and its subsidiaries ("Datalogic Group" or the "Group"), which comprise the consolidated statement of financial position as at December 31, 2024, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the explanatory notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Datalogic S.p.A. (the "Company") in accordance with the ethical requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona

Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166

Estimate of revenue adjustments for discounts and returns
Description of the
key audit matter
Datalogic Group grants to its customers commercial discounts and
accepts returns from them, in accordance with the existing contractual
agreements; these adjustments are accounted for against revenues.
The processes and methodologies to evaluate and determine the
estimated portion of discounts to be granted and returns to be received
after year-end are based on the terms agreed with the customers as well
as on accounting and operating data both prepared internally by Group
companies and received by the sales network.
Since the computation of the above adjustments to revenues requires
significant judgments by the Management with reference to the
estimate of
their amounts, we considered the accounting of these
adjustments as a key
audit matter of the Group's consolidated financial
statements.
The disclosures related to this matter are included in the note "10) Use
of estimates and assumptions", in the note "7) Trade and other
receivables" and in the note "5) Accounting policies and standards
applied" at the paragraph "Revenues recognition".
Audit procedures
performed
With reference to the identified key audit matter, we performed the
following audit procedures:

identification and understanding of key controls implemented by
Management over the computation of the above adjustments to
revenue and test of the related operating effectiveness;

analysis of the reasonableness of Managements' main
assumptions used to estimate the adjustments to revenues;

performance of analytical and substantive procedures in order
to verify the accuracy and completeness of the data used by
Management;

analysis of the main sales agreements in place, in order to
ascertain that the relevant terms and clauses have been taken
into account by Management in determining the adjustments to
revenues;

performance of analytical review procedures comparing
historical data related to actual returns and discounts and the
estimates made by Management.

Impairment test of the Datalogic Business CGU's goodwill

Description of the
key audit matter
Datalogic Group accounted for a goodwill of Euro 192 million allocated
to the Datalogic Business cash generating unit ("CGU") deriving mainly
from acquisitions made in prior years in the US market.
As provided by "IAS 36 Impairment of assets", goodwill is not amortised
but
subjected to an impairment test at least once a year, by comparing
the
recoverable amount of each CGU –
determined in the specific case
in
accordance with the value in use methodology -
and the carrying
amount,
which includes both the goodwill and the other assets
allocated to the CGU.
The estimate process of the value in use adopted by Management is
complex
and is based on assumptions related, among others, to the
forecast of the
expected cash flows of the
CGU, the determination of an
appropriate
discount rate (WACC) and of a long-term growth rate (g
rate). These
assumptions are, by nature, influenced by future
expectations regarding the
evolution of external market conditions
linked to the propensity to invest in
the Group's products.
Considering the size of the goodwill allocated to the Datalogic Business
CGU
and the subjectivity of the assumptions underlying the estimate of
the recoverable value of the CGU, we considered the impairment test of
the aforementioned CGU a key audit matter of the consolidated
financial statements of Datalogic Group.
Note 2 to the consolidated financial statements discloses information
regarding the goodwill which have been accounted for and some
indications related to the "sensitivity analysis" carried out with respect
to the changes in the key variables used for the purposes of the
impairment test.
Audit procedures
performed
With reference to the key audit matter identified, after having
examinated
the methods used by Management to determine the value
in use of the Datalogic Business CGU, analyzing the methods and the
assumptions used by Management to perform the impairment test, we
carried out the following main audit procedures, also with the support of
experts:

identification and understanding of the relevant controls
implemented by
Datalogic Group over the impairment test
process;

analysis of the reasonableness of the main assumptions used to
forecast the expected cash flows, even with the recourse to data
analysis on the expected revenue growth in the relevant industry

and by obtaining other information from Management that we deemed to be relevant;

  • analysis of actual data of the year compared to the original plan, in order to assess the nature of the variances and the reliability of the planning process;
  • assessment of the reasonableness of the discount rate (WACC) and of the long-term growth rate (g-rate);
  • verification of the mathematical accuracy of the model used to determine the value in use of the Datalogic Business CGU;
  • verification that the carrying amount of the Datalogic Business CGU was determined properly and comparison with the value in use resulting from the impairment test;
  • verification of the sensitivity analysis prepared by Management;

We have also examined the adequacy and the compliance of the disclosures provided by the Group on the impairment test with respect to the requirements of IAS 36

Responsibilities of the Directors and the Board of Statutory Auditors for the Consolidated Financial Statements

The Directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05, and, within the terms established by law, for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they have identified the existence of the conditions for the liquidation of the Company or the termination of the business or have no realistic alternatives to such choices.

The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Conclude 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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report.

Other information communicated pursuant to art. 10 of the EU Regulation 537/2014

The Shareholders' Meeting of Datalogic S.p.A. has appointed us on April 30, 2019 as auditors of the Company for the years from December 31, 2019 to December 31, 2027.

We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.

We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Opinion on the compliance with the provisions of the Delegated Regulation (EU) 2019/815

The Directors of Abc S.p.A. are responsible for the application of the provisions of the European Commission Delegated Regulation (EU) 2019/815 with regard to the regulatory technical standards on the specification of the single electronic reporting format (ESEF – European Single Electronic Format) (hereinafter referred to as the "Delegated Regulation") to the consolidated financial statements as at December 31, 2024, to be included in the annual financial report.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 700B in order to express an opinion on the compliance of the consolidated financial statements with the provisions of the Delegated Regulation.

In our opinion, the consolidated financial statements as at December 31, 2024 have been prepared in XHTML format and have been marked up, in all material respects, in accordance with the provisions of the Delegated Regulation.

Due to certain technical limitations, some information contained in the explanatory notes to the consolidated financial statements, when extracted from XHTML format in an XBRL instance, may not be reproduced in the same way as the corresponding information displayed in the consolidated financial statements in XHTML format.

Opinions and statement pursuant to art. 14 paragraph 2, sub-paragraphs e), e-bis) and e-ter) of Legislative Decree 39/10 [and pursuant to art. 123-bis, paragraph 4, of Legislative Decree 58/98]

The Directors of Datalogic S.p.A. are responsible for the preparation of the report on operations and the report on corporate governance and the ownership structure of Datalogic Group as at December 31, 2024, including their consistency with the related consolidated financial statements and their compliance with the law.

We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to:

  • express an opinion on the consistency of the report on operations and of some specific information contained in the report on corporate governance and the ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 with the consolidated financial statements;
  • express an opinion on compliance with the law of the report on operations, excluding the section related to the consolidated corporate sustainability reporting, and of some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98;
  • make a statement about any material misstatement in the report on operations and in some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98.

In our opinion, the report on operations and the specific information contained in the report on corporate governance and the ownership structure are consistent with the consolidated financial statements of Datalogic Group as at December 31, 2024.

In addition, in our opinion, the report on operations, excluding the section related to the consolidated corporate sustainability reporting, and the specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 are prepared in accordance with the law.

With reference to the statement referred to in art. 14, paragraph 2, sub-paragraph e-ter), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.

Our opinion on the compliance with the law does not extend to the section related to the consolidated corporate sustainability reporting. The conclusions on the compliance of that section with the law governing criteria of preparation and with the disclosure requirements outlined in art. 8 of the EU Regulation 2020/852 are expressed by us in the assurance report pursuant to art. 14-bis of Legislative Decree 39/10.

DELOITTE & TOUCHE S.p.A.

Signed by Alberto Guerzoni Partner

Bologna, Italy March 27, 2025

As disclosed by the Directors on page 2, the accompanying consolidated financial statements of Datalogic S.p.A. constitute a non-official version which has not been prepared in accordance with the provisions of the Commission Delegated Regulation (EU) 2019/815. This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

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