5.3 Independent auditor’s report

To: the general meeting and the supervisory board of Nedap N.V.

Report on the audit of the financial statements 2023

Our opinion 

In our opinion:

  • the consolidated financial statements of Nedap together with its subsidiaries (‘the Group’) give a true and fair view of the financial position of the Group as at 31 December 2023 and of its result and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted in the European Union (‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code;

  • the company financial statements of Nedap (‘the Company’) give a true and fair view of the financial position of the Company as at 31 December 2023 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited 

We have audited the accompanying financial statements 2023 of Nedap, Groenlo. The financial statements comprise the consolidated financial statements of the Group and the company financial statements. 

The consolidated financial statements comprise: 

  • the consolidated balance sheet as at 31 December 2023; 

  • the following statements for 2023: the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in shareholders’ equity and the consolidated statement of cash flows; and 

  • the notes to the consolidated financial statements, including material accounting policy information and other explanatory information. 

The company financial statements comprise: 

  • the balance sheet of Nedap N.V. as at 31 December 2023; 

  • the statement of profit or loss of Nedap N.V. for 2023; and 

  • the notes to the company financial statements, comprising a summary of the accounting policies applied and other explanatory information.

The financial reporting framework applied in the preparation of the financial statements is EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of the Dutch Civil Code for the company financial statements.

The basis for our opinion 

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial statements’ of our report. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Independence 

We are independent of Nedap in accordance with the European Union Regulation on specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (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). 

Our audit approach 

We designed our audit procedures with respect to the key audit matters, fraud and going concern, and the matters resulting from that, in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in support of our opinion, such as our findings and observations related to individual key audit matters, the audit approach fraud risk and the audit approach going concern was addressed in this context, and we do not provide separate opinions or conclusions on these matters. 

Overview and context 

Nedap N.V. is a company that develops, produces, or has third parties manufacture, and markets technologically innovative products and services. The development activities mainly take place at the head office in Groenlo, in what are known as business units. The group has nine foreign sites that support the sales of its products and solutions. Product manufacturing is largely outsourced to specialized partners. There is limited product manufacturing at Nedap’s own production facility in Groenlo.  

As the group consists of various group companies, we have considered the scope and approach of the group audit as set out in the section 'The scope of our group audit'. In our audit, we paid particular attention to the head office in Groenlo because it is individually financially significant. We also performed specific work for the site in the United States (Nedap Inc.).  

As part of designing our audit approach, we determined materiality and identified and assessed the risk of material misstatement in the financial statements. We pay particular attention to those areas where management has made significant estimates, for example significant estimates involving assumptions about future events that are inherently uncertain. We have paid attention, among other things, to the assumptions associated with the physical and transition risks resulting from climate change.  

In the accounting policies used for the financial statements, the company has set out the accounting estimates and the most important underlying assumptions. We have identified the capitalization of development costs as a key audit matter, as further explained in the section 'Key audit matters'. This is mainly related to the extent of the research and development costs incurred by the business units in developing new propositions, and the uncertainty associated with the future economic benefits of these propositions.  

In addition, we have designated the audit of revenue recognition as a key audit matter given the variety in revenue streams, combined with the often informal nature of the internal controls. This key audit matter is also set out in the section 'Key audit matters'.  

In all our audits we pay attention to the risk of material misstatement due to fraud resulting from management breaching internal control measures, including evaluating estimates for possible tendencies. Other areas of focus in our audit, which were not designated as key audit matters, included the valuation of inventories, changes in the IT environment, the sale of Nedap Beveiligingstechniek B.V., the effects of scaling down investments in some propositions and the acquisition of Medikit.  

Nedap has assessed the potential impact of climate change on its financial position. In section 3.2 ‘Risk management’ of the annual report, the entity has further explained the impact of climate change. We have discussed the assessment of the climate-related risks with management and the supervisory board, and evaluated the potential impact on the financial position, including the underlying assumptions and estimates. The potential impact of climate change does not lead to a key audit matter. 

We ensured that the audit teams, both at group level and at component level, had sufficient specialist knowledge and expertise to be able to audit a company that generates revenue through the development and sale of technologically innovative products and services. We also included in our team specialists and experts in the areas of IT audit and share-based compensation remuneration. 

The outline of our audit approach was as follows: 

Materiality 

  • Overall materiality: €1,500,000. 

Audit scope 

  • The group audit mainly focused on Nedap N.V. (company financial statements). An audit of the complete financial information has been carried out for this group company.  

  • Additionally, Nedap Inc. was included in the scope of the group audit to obtain sufficient coverage for the audit of individual items of the consolidated financial statements. 

  • Coverage of audit activities: 95% of the consolidated revenue, 89% of the consolidated balance sheet total and 96% of the result before taxation. 

Key audit matters 

  • Capitalization of development costs 

  • Audit of revenue recognition 

Materiality 

The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our responsibilities for the audit of the financial statements’. 

Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in aggregate, on the financial statements as a whole and on our opinion. 

Overall group materiality 

€1,500,000 (2022: €1,300,000). 

Basis for determining materiality 

We used our professional judgement to determine overall materiality. As a basis for our judgement, we used 5% of the expected result before taxation. The ultimately applied materiality amounts to 5.6% of the reported result before taxation. We consider the initially estimated materiality of €1,500,000 to be suitable as a basis for our audit. 

Rationale for benchmark applied 

We use the result before taxation as the primary, generally accepted benchmark, based on our analysis of the common information needs of users of the financial statements. Based on this, we believe that the result before taxation is an important indicator of the company's financial performance. 

Component materiality 

Based on our judgement, we allocate materiality to each component in our audit scope that is less than our overall group materiality. Within our group audit, we only identified Nedap N.V. (company financial statements) as individually financially significant. The other group components have been individually assessed as not significant and as such no separate materiality has been assigned to them. The materiality that we allocated to Nedap N.V. (company financial statements) was €1,280,000. 

We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative reasons. 

We agreed with the supervisory board that we would report to them any misstatement identified during our audit above €78,000 (2022: €65,000) and reclassifications above €150,000 (2022: €150,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. 

The scope of our group audit 

Nedap is the parent company of a group of entities. The financial information of this group is included in the consolidated financial statements of Nedap. 

We tailored the scope of our audit to ensure that we, in aggregate, performed sufficient work on the financial statements to enable us to provide an opinion on the financial statements as a whole, taking into account the management structure of the Group, the nature of operations of its business units, the accounting processes and controls, and the markets in which the business units of the Group operate. In establishing the overall group audit strategy and plan, we determined the type of work required to be performed at component level by the group engagement team and by the component auditor. 

The group audit mainly focused on the significant company Nedap N.V. (company financial statements). An audit of the complete financial information has been carried out for this group company because this group company individually has a significant financial size. Additionally, Nedap Inc. was included in the scope of the group audit to obtain sufficient coverage for the audit of individual items of the consolidated financial statements.  

In total, in performing these procedures, we achieved the following coverage on the financial line items: 

Revenue

95%

Total assets

89%

Result before taxation

96%

None of the remaining components represented more than 5% of total group revenue or total group assets. For the remaining components we performed, among other things, analytical procedures to corroborate our assessment that there were no significant risks of material misstatements within those components. 

The group engagement team performed the audit work for component Nedap N.V. For the component Nedap Inc. we used a component auditor to perform specified audit procedures. 

Where component auditors performed the work, we determined the level of involvement we needed to have in their work to be able to conclude whether we had obtained sufficient and appropriate audit evidence as a basis for our opinion on the consolidated financial statements as a whole. 

We issued instructions to the component auditor of Nedap Inc. in the United States of America to perform specified audit procedures with respect to cash and cash equivalents, accounts receivable, inventories, accruals and deferred income, provisions, revenue, fraud risks, and shareholders’ equity to obtain sufficient coverage for the audit of these individual items of Nedap N.V.’s consolidated financial statements. The instructions included amongst others our risk analysis, materiality and the scope of the work. We explained to the component auditor the structure of the Group, the main developments that were relevant for the component auditor, the risks identified, the materiality levels to be applied and our global audit approach. We had individual calls with the component auditor both during the year and upon conclusion of their work. During these calls, we discussed the significant accounting and audit issues identified by the component auditor, their report, the findings of their procedures and other matters, that could be of relevance for the consolidated financial statements. 

The group engagement team performed the audit work on the consolidation of the group, financial statement disclosures and a number of more complex items at the head office such as capitalization of development costs, deferred taxes and share-based payments. 

By performing the procedures outlined above at the components, combined with additional procedures exercised at group level, we have been able to obtain sufficient and appropriate audit evidence on the Group’s financial information, to provide a basis for our opinion on the financial statements. 

Audit approach fraud risks 

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of Nedap and its environment and the components of the internal control system. This included managements’ risk assessment process, management’s process for responding to the risks of fraud and monitoring the internal control system and how the supervisory board exercised oversight, as well as the outcomes. We refer to section ‘3.2 Risk Management’ of the annual report for management’s informal risk assessment procedures and the Nedap Risk Management Framework and section ‘Risk management’ of the supervisory board report in which the supervisory board reflects on the fraud risks. We note that management has not formalised its fraud risk assessment. 

We evaluated the design and relevant aspects of the internal control system with respect to the risks of material misstatements due to fraud and in particular the fraud risk assessment as part of the Nedap Risk Management framework, as well as the code of conduct and whistleblower procedures. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness of internal controls designed to mitigate fraud risks. 

We asked members of management, as well as the internal audit department, legal affairs and the supervisory board whether they are aware of any actual or suspected fraud. This resulted in the identification of a fraud case at a non significant component of the group. After additional investigation, management has determined that the detected fraud was financially insignificant, adequately followed up by management and did not lead to a material misstatement for the annual report. Management has explained this fraud in paragraph 3.1 Business Integrity within the section ‘speak up!’ of the director’s report. 

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We identified the following fraud risks and performed the following specific procedures: 

Identified fraud risks 

Our audit work and observations

Management override of controls 

To the extent relevant to our audit, we have evaluated the design of internal control measures to mitigate the risk of override of internal control in the processes for generating and processing journal entries and making estimates. We have also paid specific attention to the access rights in the IT system and the possibility that this can lead to a breach in the segregation of duties.

We have selected journal entries based on risk criteria and performed specific audit procedures, whereby we also paid attention to identifying significant transactions outside the normal course of business.

We also performed specific audit procedures with regard to important estimates made by management, including the capitalization of development costs. For this we refer to the key audit matter section. We have paid particular attention to the inherent risk of management bias in the estimates.

Our work has not revealed any material misstatements in the information provided by management in the financial statements and the directors report.

Our work has not led to specific indications of fraud or suspicions of fraud with regard to the risk of management override of controls.

In all our audits we pay attention to the risk of management breaching internal control measures, including risks of possible material misstatements as a result of fraud in estimates based on an analysis of possible interests of management.

Management receives bonuses, the size of which partly depends on the achievement of financial targets set by the Supervisory Board, as disclosed in the remuneration report. In addition, management has the opportunity to influence estimates due to the unique position in which it finds itself. In that context, we have paid special attention to the capitalized development costs, given the estimation element in this item.

Fraud in revenue recognition 

Our audit work and observations

This risk relates to the existence of revenue. Management has been given targets for growth in revenue and results, as explained in chapter 4.2 'Remuneration report 2023' of the annual report. This could put pressure on management to overstate revenue by recognizing fictitious revenue.

To the extent relevant to our audit, we have evaluated the design of internal controls surrounding revenue recognition and the processes for generating and processing journal entries regarding revenue.

We have carried out specific work on the existence of revenues.

We have sample tested the settled revenue transactions against the underlying sales invoices and cash receipts.

The unsettled revenue transactions have been sample tested by sending out accounts receivable confirmations at interim date and performing roll forward testing to the year-end balance by tracking, based on sample testing, the movements in the accounts receivable to subsequent receipts and/or sales agreements and delivery documents.

We carried out substantive procedures on the credit notes during the year and after the end of the financial year.

Using data analysis, we identified specific manual revenue entries in the financial year and carried out substantive procedures to determine that these entries are based on actual deliveries in the relevant financial year.

Our work has not revealed any material misstatements in the information provided by management in the financial statements and the directors report.

Our work has not led to specific indications of fraud or suspicions of fraud with regard to the existence of revenue recognition.

 
We incorporated an element of unpredictability in our audit. We reviewed lawyer’s letters and correspondence with regulators. During the audit, we remained alert to indications of fraud. Furthermore, we considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance with laws and regulations. 

Audit approach going concern 

As disclosed in section ‘Corporate Governance Statement’ within paragraph 3.3. ‘Corporate Governance’ in the annual report management performed their assessment of the entity’s ability to continue as a going concern for at least 12 months from the date of preparation of the financial statements and has not identified events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern (hereafter: going concern risks). 

Our procedures to evaluate managements’ going concern assessment included, amongst others: 

  • considering whether management identified events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern; 

  • considering whether managements’ going concern assessment included all relevant information, including the results from phasing out propositions, of which we were are aware as a result of our audit and inquiring with management regarding managements’ most important assumptions underlying its going concern assessment. 

  • evaluating managements’ current budget including cash flows for at least 12 months from the date of preparation of the financial statements taken into account current developments in the industry and all relevant information of which we were aware as a result of our audit; 

  • analysing whether the current and the required financing has been secured to enable the continuation of the entirety of the entity’s operations; 

  • performing inquiries of management as to its knowledge of going concern risks beyond the period of managements’ assessment. 

Our procedures did not result in outcomes contrary to managements’ assumptions and judgments used in the application of the going concern assumption. 

Key audit matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters identified by our audit and that we discussed. In this section, we described the key audit matters and included a summary of the audit procedures we performed on those matters. 

We have determined our audit procedures with regard to these key audit matters in the context of the financial statements audit as a whole. Our findings and observations with regard to individual key audit matters must be viewed in that context and not as separate judgments on these key audit matters or on specific elements of the financial statements. 

The key audit matters 'Capitalization of development costs' and ‘Audit of revenue recognition' are inherent to the nature of the company. There are no changes in the key audit matters compared to the previous year. The development of the business, the company's results and our audit did not give rise to any additional key audit matters. 

Key audit matter 

Our audit work and observations

Capitalizations of research and development costs

We tested the assessment made by management regarding the capitalization of development costs based on the capitalization criteria from IAS 38, interviews with employees and management involved, reading minutes and consulting public sources. We also took note of the internal processes surrounding the administration and management of research and development costs. Since the internal controls at transaction level are not always formally and/or visibly recorded, we have carried out a substantive audit of the administration at proposition level per business unit.

We have tested the accuracy of the capitalized development costs by testing the applicable principles for capitalization, including the assessment of the principles and assumptions regarding the technical feasibility of the propositions as well as management's analysis of the future economic benefits.

With regard to the completeness of the capitalized development costs, we sample tested various propositions based on size. Based on interviews, project plans, progress reports and other documentation, we determined that the principles used for not capitalizing these propositions and development costs are appropriate based on the criteria of IAS 38.

Based on professional judgment and the explanations and substantiations per proposition, we agree with the development costs capitalized by management.

The disclosure of intangible fixed assets is included in disclosure note 1 in the financial statements.

Research and development for new propositions is part of the core activities of Nedap N.V. Costs incurred for research are charged directly to the result before taxation. The development costs for propositions that have been determined to be technically feasible and that have sufficient market potential are administered for separately per proposition.

Based on the internally defined capitalization criteria, which comply with IAS38, a decision is made for each individual proposition whether the development costs can be capitalized as intangible fixed assets. If the costs do not meet the capitalization criteria, they are charged directly to the result before taxation.

At year-end 2023, the capitalized development costs amount to €1,6 million (December 31, 2022: €1,7 million).

In the statement of profit and loss, €47 million (2022: €40 million) in research and development costs has been charged to the result before taxation. As explained in the 'Other information' section of the consolidated financial statements, these costs largely relate to the maintenance, upgrades and further development of existing propositions and to a lesser degree to the actual research and development for new propositions.

The distinction between the development of a new proposition and the further development and/or maintenance of an existing proposition cannot always be determined factually. In addition, there is uncertainty as to whether propositions will ultimately lead to future economic benefits. As a result of these aspects, as well as the material amounts involved in research and development, we have identified the capitalization of development costs as a key audit matter. Our audit is primarily substantive in nature.

Audit of revenue recognition

Our audit work and observations

The disclosure of revenues is included in disclosure note 14 in the financial statements.

We have tested the accuracy of the revenues through our own detailed observations by sample testing the revenue recognized in the general ledger against the performance obligations and transaction prices in the underlying sales agreements, sales invoices and cash receipts.

Based on sample testing, we have reconciled the settled revenue transactions against the underlying sales invoices and cash receipts.

The unsettled revenue transactions have been sample tested by sending out accounts receivable confirmations at interim date and performing roll forward testing to the year-end balance by tracking, based on sample testing, the movements in the accounts receivable to subsequent receipts and/or sales agreements and delivery documents.

We carried out substantive procedures on the credit notes during the year and after the end of the financial year.

Regarding the completeness of revenue from the delivery of products, we have tested the expected relationships between sales, purchases, production and stock movements by means of analytical procedures and detailed testing of underlying purchase and sales transactions. We also attended the stock count as part of this audit.

For revenue from healthcare services, we determined the completeness by testing the control with regards to the monthly comparison between the subledger and the license database.

Furthermore, we substantively tested the revenue from services for other business units by reconciling the sales transactions to the underlying license databases.

We have verified the cut-off by sample testing, the revenue recognized in the general ledger against the sales invoices and delivery notes for both the period before and after year end.

For the revenue from services we performed analytical procedures to identify discrepancies in the revenue that is recognized on a monthly basis.

We did not identify any misstatements based on the procedures performed.

The revenue of Nedap N.V. consists of various contract forms with elements of the delivery of products, services (consisting of subscriptions, maintenance contracts and licenses) and combinations thereof, all of which have a separate transaction price. The agreed performance obligations may have an impact on the moment at which revenues may be recognized, in accordance with the requirements of IFRS 15.

In the organisational culture of Nedap N.V., informal checks and balances, such as management’s close involvement, are key elements of the governance and internal control environment. Internal controls at transaction level are not always formally or visibly recorded as such.

The diversity of business units, types of contracts, and relatively informal internal control have led to us focus a significant part of our efforts on verifying the accuracy and completeness of the revenue recognised in the financial statements. Our audit is primarily substantive in nature.

Report on the other information included in the annual report 

The annual report contains other information. This includes all information in the annual report in addition to the financial statements and our auditor’s report thereon. 

Based on the procedures performed as set out below, we conclude that the other information: 

  • is consistent with the financial statements and does not contain material misstatements; and 

  • contains all the information regarding the directors’ report and the other information that is required by Part 9 of Book 2 and regarding the remuneration report required by the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code. 

We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. 

By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those procedures performed in our audit of the financial statements. 

Management is responsible for the preparation of the other information, including the directors’ report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. Management and the supervisory board are responsible for ensuring that the remuneration report is drawn up and published in accordance with sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code. 

Report on other legal and regulatory requirements and ESEF 

Our appointment 

On 12 April 2022, we were reappointed by the Supervisory Board as the external auditor of Nedap N.V. for a period of three years up to and including the 2024 financial year as per a resolution by the annual general meeting. We have now been the company’s auditor for a period of 8 consecutive years. 

European Single Electronic Format (ESEF) 

Nedap has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). 

In our opinion, the annual report prepared in XHTML format, including the marked-up consolidated financial statements, as included in the reporting package by Nedap, complies in all material respects with the RTS on ESEF. 

Management is responsible for preparing the annual report, including the financial statements in accordance with the RTS on ESEF, whereby management combines the various components into a single reporting package. 

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. 

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assuranceopdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). 

Our examination included amongst others: 

  • Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting package. 

  • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: 

    • obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF; 

    • examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.

No prohibited non-audit services 

To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of the European Regulation on specific requirements regarding statutory audit of public-interest entities. 

Services rendered 

We have not provided any non-audit services, in addition to the audit of the financial statements, to the company and its subsidiaries in the period covered by our statutory audit. 

Responsibilities for the financial statements and the audit 

Responsibilities of management and the supervisory board for the financial statements 

Management is responsible for: 

  • the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code; and for 

  • such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going-concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. Management should disclose in the financial statements any event and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern. 

The supervisory board is responsible for overseeing the Company’s financial reporting process. 

Our responsibilities for the audit of the financial statements 

Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the 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 but not absolute level of assurance, and is not a guarantee that an audit conducted in accordance with the Dutch Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise due to fraud or error. They 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. 

Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. 

A more detailed description of our responsibilities is set out in the appendix to our report. 

Zwolle, 21 February 2024
PricewaterhouseCoopers Accountants N.V. 

F.S. van der Ploeg RA 

Appendix to our auditor’s report on the financial statements 2023 of Nedap 

In addition to what is included in our auditor’s report, we have further set out in this appendix our responsibilities for the audit of the financial statements and explained what an audit involves. 

The auditor’s responsibilities for the audit of the financial statements 

We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things of the following: 

  • Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, 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 error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the intentional 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 management. 

  • Concluding on the appropriateness of managements’ use of the going-concern basis of accounting, and based on the audit evidence obtained, concluding whether a material uncertainty exists related to events and/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 and are made in the context of our opinion on the financial statements as a whole. However, future events or conditions may cause the Company to cease to continue as a going concern. 

  • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 

Considering our ultimate responsibility for the opinion on the consolidated financial statements, we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole. Determining factors are the geographic structure of the Group, the significance and/or risk profile of group entities or activities, the accounting processes and controls, and the industry in which the Group operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances was considered necessary. 

We communicate with the supervisory board 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. In this respect, we also issue an additional report to the audit committee in accordance with article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report. 

We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related actions taken to eliminate threats or safeguards applied. 

From the matters communicated with the supervisory board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 

Disclaimer

This annual report contains the Board of Directors’ forward-looking statements and expectations based on current insights and assumptions, which are subject to known and unknown risks and uncertainties. The actual results or events could differ from these expectations due to changes in the economic climate, developments on specific markets, orders from individual customers and/or other developments. Nedap cannot be required to update the forward-looking statements contained in this version of the annual report or held responsible for doing so, regardless of whether they are related to new information, future events or suchlike, unless Nedap is required to do so by law. This version of the annual report is a non-official copy of our original and official 2023 annual report. The independent auditor (PwC) has not certified this copy as being a true copy of the official version, neither are they under an obligation to do so. Therefore, the independent auditor’s report does not relate to this copy, but solely to the official version. In the event of any inconsistencies in the interpretation, the official annual report shall prevail. No rights can be derived from this version. The audited and approved version is available in ‘2023 Annual report – ESEF-package' on https://nedap.com/investors/publications/.