(Convenience Translation into English from the Original Previously Issued in Portuguese)

Indústrias Romi S.A.

Individual and Consolidated Financial Statements

for the Year Ended December 31, 2021 and Independent Auditor's Report

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

Deloitte Touche Tohmatsu Av. John Dalton, 301 ‐

1º andar ‐ Techno Plaza Corporate ‐ Edifício 2 ‐ Bloco B

13069‐330 ‐ Campinas ‐ SP Brasil

Tel.: + 55 (19) 3707‐3000

Fax: + 55 (19) 3707‐3001

www.deloitte.com.br

(Convenience Translation into English from the Original Previously Issued in Portuguese)

INDEPENDENT AUDITOR'S REPORT ON THE

INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

To the Management and Shareholders of

Indústrias Romi S.A.

Opinion on the individual and consolidated financial statements

We have audited the accompanying individual and consolidated financial statements of Indústrias Romi S.A. ("Company"), identified as Parent and Consolidated, respectively, which comprise the balance sheet as at December 31, 2021, and the related statements of profit and loss, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Indústrias Romi S.A. as at December 31, 2021, and its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards ‐ IFRS, issued by the International Accounting Standards Board ‐ IASB.

Basis for opinion on the individual and consolidated financial statements

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the individual and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements set out in the Code of Ethics for Professional Accountants and the professional standards issued by the Brazilian Federal Accounting Council ("CFC"), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key audit matters

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

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Deloitte provides audit, consulting, financial advisory, risk management, tax and relates services to public and private clients spanning multiple industries. Deloitte serves four out of five Fortune Global 500® companies through a globally connected network of member firms in more than 150 countries bringing world‐class capabilities, insights, and high‐quality service to address clients' most complex business challenges. To learn more about how Deloitte's approximately 286,200 professionals make an impact that matters, please connect with us on Facebook, LinkedIn or Twitter.

© 2022. For information, contact Deloitte Touche Tohmatsu Limited.

Property, plant and equipment and intangible assets ‐ Assessment of the potential indicators of impairment of property, plant and equipment and intangible assets for the "Burkhardt + Weber Fertigungssysteme GmbH ("B+W")" segment

During the year ended December 31, 2021, mainly due to the instabilities in the B+W segment market as a result of the "Covid‐19", we consider that the assessment of the potential indicators of impairment of property, plant and equipment and intangible assets was important during each one of the quarters for the year then ended.

In the last quarter of the year ended December 31, 2021, Management has assessed the existence of indicators that could require the performance of impairment test for property, plant and equipment and intangible assets for this cash‐generating unit and concluded on the non‐existence of any indicators. We performed preliminary auditing procedures on some of the relevant business estimates and assumptions that could indicate whether the assets might be impaired, when applicable, for any potential identification of the risk of material misstatement of the individual and consolidated financial statements. Based on the audit evidence obtained through the preliminary procedures applied, we did not identify any indicators of impairment for the B+W segment and thus we consider acceptable the amount of property, plant and equipment and intangible assets for the B+W segment in the context of the individual and consolidated financial statements for the year ended December 31, 2021 taken as a whole.

Tax positions

  1. As disclosed in note 15 to the individual and consolidated financial statements, the Company has tax matters under discussion at various court levels for which, based on the opinion of its legal advisors, a provision for risks was recognized in current and noncurrent liabilities in the amount of R$1,792 thousand (R$1,512 thousand as at December 31, 2020) for those lawsuits assessed as probable loss and disclosed R$72,563 thousand (R$65,011 thousand as at December 31, 2020) and R$73,005 thousand (R$65,011 thousand as at December 31, 2020), in the Parent and Consolidated, respectively, for those risks assessed as possible loss.
  2. As disclosed in note 9 to the individual and consolidated financial statements, the Company is a party to a lawsuit filed in 2019 where it seeks the recovery of taxes (income tax and social contribution) paid on the amounts related to inflation adjustment and late payment interest in the refund and reimbursement of tax credits. On September 24, 2021, the Federal Supreme Court (STF), in analyzing the matter on a general effect basis, has decided that the levy of income tax (IRPJ) and social contribution (CSLL) on the amounts relating to the Selic rate received as a result of undue tax payment is unconstitutional. This decision is applicable only on the merit of the matter and does not define when its application is allowed to the taxpayer. As it refers to taxes levied on the Company's profit, ICPC 22 ‐ Uncertainty over Income Tax Treatments, equivalent to IFRIC 23, was applied by the Company's Management, which requires an entity to assess whether it is "more likely than not" that the tax treatment adopted will be accepted by the tax authority, which may include the courts, and, consequently, in the quarter ended September 30, 2021 a credit in the approximate amount of R$47,433 thousand was recorded.

© 2022. For information, contact Deloitte Touche Tohmatsu Limited.

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The determination of the amount of the provision (item a) above), of the amount recognized as income tax and social contribution credit (item b) above) and of the amounts disclosed depends on Management's critical judgments, based on the analysis and conclusion about the technical pronouncements applicable to each matter, individual analysis of lawsuits and corresponding likelihood of loss of its legal advisors. Also, and considering the significance of the respective amounts, any changes in the estimates or assumptions, which impact the likelihood of loss, or accounting technical interpretation to assess whether "it is more likely than not" that the tax treatment adopted will be accepted by the tax authority, could have significant impacts on the Company's financial statements. In light of the foregoing, this matter was considered a key audit matter. Our audit procedures included, among others, involving more experienced professionals and tax specialists, considering the technical pronouncements applicable to each significant matter, and reviewing the opinion of other legal advisors obtained by the Company's Management. Also, we requested and obtained confirmation from the Company's legal advisors of the amounts and likelihood of loss of the Company's lawsuits, including potential tax positions for which there is not yet an ongoing lawsuit, and assessed the understandability of the disclosures included in the notes on tax uncertainties and income tax and social contribution credits. Based on the procedures performed, we consider acceptable Management's estimates related to the disclosure and recognition of tax positions in line with the information and documents presented.

Other matters

Statements of value added

The individual and consolidated statements of value added ("DVA") for the year ended December 31, 2021, prepared under the responsibility of the Company's Management, were subject to audit procedures performed together with the audit of the Company's individual and consolidated financial statements. In forming our opinion, we assess whether these statements are reconciled with the other financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set out in technical pronouncement CPC 09 ‐ Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, in accordance with the criteria set out in such technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.

Other information accompanying the individual and consolidated financial statements and the independent auditor's report

Management is responsible for the other information. Such other information comprises the Management Report.

Our opinion on the individual and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the 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 in the Management Report, we are required to report that fact. We have nothing to report in this regard.

© 2022. For information, contact Deloitte Touche Tohmatsu Limited.

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Responsibilities of Management and those charged with governance for the individual and consolidated financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and IFRS, issued by the IASB, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company'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 Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's and its subsidiaries' financial reporting process.

Auditor's responsibilities for the audit of the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and 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 Brazilian and International Standards on Auditing 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 financial statements.

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

  • Identify and assess the risks of material misstatement of the individual and 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 internal control of the Company and its subsidiaries.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

© 2022. For information, contact Deloitte Touche Tohmatsu Limited.

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Indústrias Romi SA published this content on 16 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2022 10:33:01 UTC.