PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)
R.C.S. Luxembourg B 65 477 - TVA LU25482518
Audit report
To the Shareholders of
Allegro.eu
Report on the audit of the consolidated financial statements
Our opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of Allegro.eu (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2023, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.
Our opinion is consistent with our additional report to the Audit Committee or equivalent.
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of financial position as at 31 December 2023;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements. We have fulfilled our other ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited under Article 5(1) of the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and its controlled undertakings, if applicable, for the year then ended, are disclosed in Note 39 to the consolidated financial statements.
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.
Key audit matter
How our audit addressed the key audit matter
Marketplace revenue recognition and accounting for Smart! program
The Group’s consolidated revenue amounted to PLN 10,185 million in 2023. There are multiple revenue streams as described in the Note 9.2. Marketplace revnue amounted to 6,328 million and accounted for 62.1% of revenue of the Group for the year ended 31 December 2023.
As part of the revenue generating activity the impact of the Smart! deliveries (loyalty program) shows a cost of PLN 2,308 million presented as an expense in "Net cost of delivery" in operating expenses as it exceeds the subscription fee earned.
Disclosure regarding Smart! program and key judgement applied were included in the Notes 9.1, 9.3 and 9.5 to the consolidated financial statements.
Application of revenue recognition policies to marketplace revenue and Smart! Program is complex and involves estimates as well as management judgement related to the definition of a customer or agent versus principal.
Our audit procedures over revenue recognition included, among others:
• We obtained an understanding of and assessed the overall IT control environment and the controls in place;
• We tested the operating effectiveness of selected internal controls around system development, program changes and IT dependent business controls to confirm that changes to the system were appropriately authorised and also developed and implemented properly;
• We tested selected internal controls in the marketplace revenue process in the areas like offers listing registering, processing of transactions, fees calculation, client payments registration and selling blockade application for merchants with overdue balances;
• We used automated revenue testing for detailed tests of marketplace sales transactions which includes automatic matching of billing records with payments;
• We selected a sample of revenue transactions and recalculated commission in accordance with the price lists and vouched outstanding accounts receivables of the seller after the transaction to subsequent bank payments;
• We reconciled billing records to trial balance without material differences;
• We analysed journal entries impacting marketplace revenue to identify any entries that might not be justified;
• We tested contract liabilities and refund liabilities to determine whether appropriate amounts have been recognised during the period;
In addition, the large number of transactions, high automation of revenue recognition and sophistication of systems and processes used by the Group increase the overall complexity.
We identified marketplace revenue recognition and accounting for Smart! program as a key audit matter as the application of revenue recognition standard is complex and involves significant judgement and estimates.
• We assessed the adequacy of the assumptions used by the Management in the process of determination of significant judgement relating to application of IFRS 15 (revenue recognition);
• We evaluated the management judgments related to Smart! accounting policies; we have also considered whether there were any changes in facts and circumstances as compared to the year when the accounting policy was developed;
• We assessed adequacy and completeness of disclosures.
Reallocation of assets between Mall and Allegro International operating segments, and impairment assessment of the goodwill and other assets allocated to Mall operating segment
As described in Note 29.2 to the consolidated financial statements, a new operating segment Allegro International was identified following the launch of Allegro.cz operations and a change in structure of the internal management organisation. Goodwill and customer relationships were partially reallocated, from the cash generating units (CGUs) included in the Mall operating segment to Allegro.cz and Allegro.sk CGUs.
In addition, the Group performs its goodwill impairment test annually, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.
Our audit procedures over the goodwill impairment test of Mall operating segment and the reallocation of assets to Allegro.cz and Allegro.sk CGUs included, among others:
• We assessed the management’s process for the identification of assets to be reallocated between the operating segments and the related reallocation methods;
• We assessed the management’s process for developing the fair value less costs of disposal estimates of the assets of the cash generating units within the Mall operating segment;
• We evaluated the appropriateness of the fair value less costs of disposal income approach;
• We evaluated the compliance with the requirements of the relevant IFRS accounting standards of the reallocation of assets between CGUs, and of the goodwill impairment test of the Mall operating segment;
The impairment test of goodwill allocated to the CGUs Allegro.cz and Allegro.sk has not shown any impairment, whereas impairment indicators have been identified at the level of the Mall operating segment, as newly defined, as of 31 December 2023, leading to an impairment of goodwill and other assets of PLN 629 million recorded by the Group, as presented in Note 29.1 to the consolidated financial statements. The recoverable amount was determined based on the fair value less costs of disposal of the cash generating units to which goodwill was allocated within the Mall and Allegro International operating segments, estimated using an income approach reflecting the expected transformation of the business models and including assumptions related to estimates of future revenue, profitability, the longterm growth rate and discount rate.
We consider the reallocation of assets between CGUs within Mall and Allegro International operating segments and impairment assessment of goodwill and other assets of Mall operating segment to be a key audit matter as significant judgements are made by management when (i) defining the basis for transfer of respective assets from the Mall operating segment to the Allegro International operating segment; (ii) developing the fair value less costs of disposal assumptions for the goodwill impairment test, and the magnitude of the impact of these estimates and judgement on the consolidated financial statements.
• We evaluated management's significant assumptions related to estimates of future revenue, profitability, length of the period covered by management’s detailed cash flow projections, long-term growth rate and discount rate of the Mall operating segment. Evaluating management’s significant assumptions on estimates of future revenue involved evaluating whether the assumptions used by management were reasonable by considering (i) the current and past performance of cash generating units within Mall operating segment; (ii) the consistency with external market and industry data and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Internal valuation specialists were used to assist us in the evaluation of the Company’s income approach and the reasonableness of the assumptions related to long-term growth and discount rates;
• We assessed adequacy and completeness of disclosures.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the annual report including the business report and the Corporate Governance Statement but does not include the consolidated financial statements and our audit report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and those charged with governance for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines 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 Board of Directors is 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 the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
The Board of Directors is responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements
The objectives of our audit 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 audit 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 the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF 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 the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism 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 Board of Directors;
• conclude 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 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 audit 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 audit 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 and 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 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, and communicate to 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 audit report unless law or regulation precludes public disclosure about the matter.
We assess whether the consolidated financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
Report on other legal and regulatory requirements
The business report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
The accompanying Corporate Governance Statement is included in the chapters “3.1. Business Model, Operations and Corporate Governance” and chapter “3.2. Risk Management System, Risk Factors and Regulatory Matters” to these consolidated financial statements. The information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders on 12 May 2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 7 years.
We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable to consolidated financial statements.
For the Group it relates to the requirement that:
• the consolidated financial statements are prepared in a valid XHTML format;
• the XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of the Group as at 31 December 2023 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative
Represented by
@esig
@esig
Malik Lekehal
Luxembourg, 13 March 2024