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Safilo S p A : Auditors’ Report on 2025 Separate Financial Statements
Safilo S p A : Auditors’ Report on 2025 Separate Financial

About this update from Safilo Group S.p.a.
Independent auditor's report in accordance with article 14 of Legislative Decree 39/2010 and article 10 of Regulation (EU) 537/2014 To the Shareholders of Safilo Group SpA Report on the audit of the financial statements Opinion We have audited the financial statements of Safilo Group SpA (the "Company"), which comprise the balance sheet as of 31 December 2025, the income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2025, and of the result of its operations and 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 U nion , as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005. 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 financial statements" section of this report. We are independent of the Company pursuant to the regulations and standards on ethics and independence applicable to audits of financial statements under Italian law. 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 judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters Auditing procedures performed in response to key audit matters Recoverability of the value of the equity investment in Safilo SpA Note 4.5 to the financial statements "Investments in subsidiaries" The financial statements of Safilo Group SpA include the value of the investment in the subsidiary Safilo SpA for Euro 417 million, accounting for 94% of total assets. In consideration of the materiality of the investment and of the difference between the value of the investment in Safilo SpA and the contribution of its net assets to the consolidated financial statements, management tested the investment for impairment. The entire Safilo Group is operationally controlled by the subsidiary Safilo SpA, therefore the cash flows utilised for the purpose of impairment testing were derived from the ones utilised for the purposes of the consolidated financial statements, carried out on the basis of the financial projections relating to the period 2026-2030, approved by the board of directors on 12 March 2026. The impairment test carried out did not identify any impairment loss of the investment in Safilo SpA. Likewise, given that the same equity investment As part of our audit of the financial statements as of 31 December 2025, we performed the procedures illustrated below. With regard to the impairment test, we obtained the exercise prepared by management for verifying the recoverable amount of the equity investment. Our audit approach was based on an analysis of the method used by management to prepare the impairment test and included the following procedures: We understood and evaluated the Company's internal control over the process of verifying the recoverability of the equity investment; We analysed the reasonableness of the assumptions underlying the forecasts in terms of the estimated future cash flows, in light of past results and comparing the growth rates used by management with external sources. With the support of PwC network valuation experts, we verified that the methodologies used had been written down for impairment in previous financial years, management, supported by the opinion of an external expert, assessed the existence of any potential reversal indicators, confirming the carrying amount of the investment. As part of the audit of the financial statements as of 31 December 2025, we focused on this area of the financial statements in consideration of the materiality of the amount recognised, also relative to total assets, and the elements of estimation inherent in the assessment of the recoverability of the carrying amount of the investment. for the impairment test were consistent with IFRS Accounting Standards and with prevailing valuation practice. Moreover, the key valuation parameters adopted were analysed in terms of reasonableness. With specific reference to the methods of calculation of discount rates and medium/long-term growth rates, we verified their consistency with the provisions of IFRS, with prevailing practice and with available market data. We verified the mathematical accuracy of the calculation s of the impairment test. With regard to the assessment of the potential reversal of previously recognised impairment losses, we obtained the assessment prepared by management and the opinion it received from the external expert. Our audit approach was based on an analysis of the reasonableness of management's evaluations and included the following procedures: We understood and evaluated the Company's internal control over the process of verifying the presence of indicators of impairment reversal; We critically reviewed the opinion prepared by the expert engaged by management, whose independence we assessed; We assessed the reasonableness of management's evaluations and their consistency with the provisions of IFRS; We independently analysed the factors of potential reversal of impairment losses; We verified the accuracy of the relevant data considered in management's evaluations. Lastly, our procedures included an analysis of the explanatory notes to the financial statements to assess the adequacy and completeness of disclosures. Responsibilities of the directors and the board of statutory auditors for the financial statements The directors are responsible for the preparation of 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 U nion , as well as with the regulations issued to implement article 9 of Legislative Decree 38/2005 and, in the terms prescribed by law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are responsible for assessing the Company's ability to continue as a going concern and, in preparing the financial statements, for the appropriate application of the going concern basis of accounting, and for disclosing matters related to going concern. In preparing the financial statements, the directors use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. The board of statutory auditors is responsible for overseeing, in the terms prescribed by law, the Company's financial reporting process. Auditor's responsibilities for the audit of the financial statements 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 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 the financial statements. As part of our audit conducted in accordance with International Standards on Auditing (ISA Italia), we exercised our professional judgement and maintained professional scepticism throughout the audit. Furthermore: We identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error; we designed and performed audit procedures responsive to those risks; we obtained 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. We obtained 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. We evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. We concluded on the appropriateness of the 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 to cease to continue as a going concern. We evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicated 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 identified during our audit. We also provided those charged with governance with a statement that we complied with the regulations and standards on ethics and independence applicable under Italian law and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate the related risks, or safeguards applied. From the matters communicated with those charged with governance, we determined 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 described these matters in our auditor's report. Additional disclosures required by article 10 of Regulation (EU) 537/2014 On 27 April 2023, the shareholders of Safilo Group SpA in general meeting engaged us to perform the statutory audit of the Company's and consolidated financial statements for the years ending 31 December 2023 to 31 December 2031. We declare that we did not provide any prohibited non-audit services referred to in article 5, paragraph 1, of Regulation (EU) 537/2014 and that we remained independent of the Company in conducting the statutory 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 capacity as audit committee, prepared pursuant to article 11 of the aforementioned Regulation. Report on compliance with other laws and regulations Opinion on compliance with the provisions of Commission Delegated Regulation (EU) 815/2019 The directors of Safilo Group SpA are responsible for the application of the provisions of Commission Delegated Regulation (EU) 815/2019 concerning regulatory technical standards on the specification of a single electronic reporting format (ESEF - European Single Electronic Format) (the "Commission Delegated Regulation") to the financial statements as of 31 December 2025, to be included in the annual report. We have performed the procedures specified in auditing standard (SA Italia) 700B in order to express an opinion on the compliance of the financial statements with the provisions of the Commission Delegated Regulation. In our opinion, the financial statements as of 31 December 2025 have been prepared in XHTML format in compliance with the provisions of the Commission Delegated Regulation. Opinions and statement in accordance with article 14, paragraph 2, letters e), e-bis) and e-ter) of Legislative Decree 39/2010 and with article 123-bis, paragraph 4, of Legislative Decree 58/1998 The directors of Safilo Group SpA are responsible for preparing a report on operations and a report on the corporate governance and ownership structure of Safilo Group SpA as of 31 December 2025, including their consistency with the relevant financial statements and their compliance with the law. We have performed the procedures required under auditing standard (SA Italia) 720B in order to: express an opinion on the consistency of the report on operations and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998, with the financial statements; express an opinion on the compliance with the law of the report on operations and of the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998; issue a statement on material misstatements, if any, in the report on operations and in the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998. In our opinion, the report on operations and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are consistent with the financial statements of Safilo Group SpA as of 31 December 2025. Moreover, in our opinion, the report on operations and the specific information included in the report on corporate governance and ownership structure referred to in article 123-bis, paragraph 4, of Legislative Decree 58/1998 are prepared in compliance with the law. With reference to the statement referred to in article 14, paragraph 2, letter e-ter), of Legislative Decree 39/2010, issued on the basis of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have nothing to report. Padua, 16 March 2026 PricewaterhouseCoopers SpA Signed by Filippo Zagagnin (Partner) 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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