Annual Report 2024
Lavide Holding N.V.
Leidsevaartweg 99
2106AS Heemstede
The Netherlands
25 April 2025
[Category]
Lavide Holding N.V.
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Contents
Foreword by the CEO 3
Management Report 4
Report of the Supervisory Board 7
Directors’ Remuneration Report 9
Board of Directors 10
Supervisory Board 11
Corporate Governance 12
Risk Management 16
Director’s Statement 18
Financial statements 19
Consolidated financial statements 20
Separate financial statements 45
Other information 55
Independent Auditor’s Report 56
Lavide Holding N.V.
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Foreword by the CEO
Dear shareholders,
On behalf of the entire organization, it is my pleasure to present to you the 2024 annual report,
including the audited consolidated and separate financial statements of Lavide Holding N.V.
(“Lavide” or the “Company”).
Our focus during the first quarter of 2025 has remained on laying the foundation to restoring Lavide’s
listing on Euronext Amsterdam and ensuring the Company’s liquidity for the upcoming year and the
deployment of our strategic plans. As previously announced, these efforts led to the appointment of
EY Accountants B.V. (“EY”) as our new audit firm licensed to perform legal audits at a public interest
entity in the Netherlands (“PIE audit firm” or “audit firm”) and ABN AMRO Corporate Broking Services
as our new listing and paying agent on Euronext Amsterdam.
After the successful completion of the 2023 and 2024 audit, Lavide can finally look forward and focus
on its future as investment holding in the Dutch capital markets ecosystem.
Thijs Groeneveld
CEO Lavide Holding N.V.
Lavide Holding N.V.
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Management Report
This is the report of the Board of Directors (Raad van Bestuur) of Lavide within the meaning of
Section 2:391 Dutch Civil Code. In this report the Board of Directors shall analyse the condition of
the Company on the balance sheet date of 31 December 2024, the developments during the financial
year 2024 and the results.
Since 2019, Lavide has not conducted any business activities. Since his appointment in 2023, the
previous Board of Directors, led by CEO Diede van den Ouden, outlined a plan to transform Lavide
into a publicly listed financing firm, in line with the latest version of the Company’s articles of
association of 20 December 2016, with the idea to offer financing solutions and consulting services
to publicly traded companies. However, due to the risks and uncertainties surrounding Lavide’s
future on Euronext Amsterdam related to the absence of audited financial statements, no activities
took place in 2023 and 2024. The previous Board of Directors prioritised the audit as an essential
first step, recognising that without audited financial statements, Lavide would have no future. As the
newly appointed Board of Directors as of January 2025, we share this view and remain committed
to ensuring compliance with applicable rules and regulations, thus establishing a solid foundation
for Lavide’s future expansion. At the time of this annual report, we successfully completed the audit
2023 as communicated in our publication in March 2025.
This Annual Report 2024 includes the consolidated and separate financial statements of Lavide
Holding N.V. In the consolidation is included Lavide and its fully owned subsidiaries FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V. (the “Group”). The three subsidiaries as established
in 2022 did not conduct any business activities during the financial year 2023 and 2024, and the
balance sheet positions, income statements and results of these subsidiaries as per the end of the
reporting year reflected such non-trading status. The Company nor the Group is subject to the
structural regime (structuur regime).
In 2024 the Company did not employ or engage based on a mandate contract (overeenkomst van
opdracht) any individual except for the sole member of the Board of Directors and the three members
of the Supervisory Board.
Furthermore, the Board of Directors notes that in 2024 the Company:
¾ Did not deploy any business activities, despite the initial proposal drafted by the previous Board
of Directors,
¾ Did not develop nor implement any investment or financing policy as a result of the proposed
activities by the previous Board of Directors,
¾ Did not publish a Corporate Governance Framework in line with the Dutch Corporate
Governance Code,
¾ Did not establish a Risk Assessment Framework, given the lack of business activities,
¾ Did not engage in any Research and Development, due to the absence of business activities,
¾ Did not implement a Code of Conduct, given the lack of staff,
¾ Did not adopt any Diversity & inclusion Policies, due to the absence of staff,
¾ Did not define a Company culture or guiding principles, given the lack of employees,
¾ Secured both new equity capital as well as short-term financing from shareholders to ensure
sufficient working capital for 2024, with all transactions processed in this annual report. These
arrangements provided sufficient liquidity for the operational cash flow of the Company, in view
of the operational expenses required to maintain sufficient levels of capital and liquidity.
The Board of Directors reports on the following important developments occurring during the fiscal
year 2024 in respect of the Company.
In the last quarter of 2023, Lavide Holding received the commitment of GCP Auditors Ltd of Cyprus
to carry out the statutory audit of the financial statements of Lavide Holding for the fiscal year 2023
and onwards. Based on the commitment letter of this auditors’ organisation, Euronext Amsterdam
confirmed early 2024 to suspend the delisting process of Lavide Holding.
Lavide Holding N.V.
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As a condition to the carrying out of the audit of Lavide Holding’s by GCP Auditors, this firm was
required to be registered in the public register of the Authority Financial Markets of auditors’
organisations that are authorised to carry out the audit of public interest entities.
By letter of engagement dated 8 July 2024 of GCP Auditors to Lavide Holding N.V. GCP Auditors
had been instructed to carry out the audit as independent external auditor of the financial statements
of Lavide Holding N.V. for the year 2023, and subsequent years under the terms and conditions of
the Engagement Letter. As a condition to the carrying out of the instruction by GCP Auditors, the
firm was required to be included in the public register maintained by the Authority Financial Markets
of the Netherlands for audit organisations that are authorised to perform audits on the financial
statements of public interest entities (PIEs). During the fiscal year 2024, GCP Auditors did not obtain
the authorisation to carry out the audit of Dutch PIEs and was unable to operate in the Netherlands
as audit organisation for PIEs.
On 30 April 2024, Lavide Holding N.V. (Lavide) filed its prepared annual financial statements with
the Authority for the Financial Markets (AFM). The AFM had determined on 10 October 2024 that
this filing does not meet the legal requirements of the Financial Supervision Act (Wft) and that Lavide
has violated the obligation to properly make its annual financial reporting generally available. The
AFM has issued on 10 October 2024 Lavide with a warning in accordance with the enforcement
policy of the AFM and the Dutch Central Bank.
In September 2024 Haerlem Capital committed to provide part of the necessary working capital for
the intended changes at Lavide Holding and became shareholder of Lavide Holding in the course of
2024.
All this led to the conclusion of a subscription agreement dated 4 October 2024 between Lavide
Holding and Haerlem Capital to invest an amount of EUR 500,000 against the issue of 1,000,000
ordinary B shares. Haerlem Capital was given the authority to nominate for appointment by the
general meeting of shareholders (‘General Meeting’) one or more members of the Board of Directors
and one or more members of the Supervisory Board. In doing so, Haerlem Capital planned to
achieve with Lavide Holding several milestones for the Company as a condition to providing working
capital financing, namely:
¾ Preparing the appointment of an external auditor with authority to audit the financial
statements of a Dutch public-interest entity;
¾ Having a listing agent Euronext Amsterdam appointed;
¾ Initiating the preparation of the 2023 financial statements in such a form that the external
auditor can conduct the audit thereon that can be presented to the General Meeting for
adoption;
¾ Setting up the governance and risk management organisation simultaneously and directing
internal reporting routines to a future-proof environment.
Effective 14 November 2024, the new CEO nominated by Haerlem Capital, Mr. Thijs Groeneveld
was appointed by the General Meeting. On that day, it was also announced that Haerlem Capital
has provided an advance to Lavide Holding on the subscription price for the common B Shares to
be issued to Haerlem Capital. A resolution was adopted by the General Meeting on 18 December
2024, authorising the Board of Directors to issue (rights to) shares in a range between 1,000,000
and 3,000,000 ordinary shares. At that meeting, the General Meeting also resolved to appoint Ms.
Pieternel Hummelen as a new member of the Supervisory Board, based on the proposed nomination
by Haerlem Capital.
Prior to the shareholders’ meeting on 18 December 2024, Lavide announced that EY Accountants
B.V. was proposed as the external auditor with the instruction to audit the 2023 and 2024 financial
statements. EY Accountants B.V. was instructed by the General Meeting in its resolution at the
extraordinary meeting of 14 January 2025. At the occasion of that meeting Mr Mario Natella was
appointed as member of the Board of Directors in the role of Chief Operating Officer. Furthermore,
it was announced on 10 December 2024 that ABN AMRO Corporate Broking Team & Issuer
Services has been engaged as the new listing agent of Lavide Holding.
On 20 December 2024, Lavide Holding announces that Haerlem Capital has acquired an interest of
14.871% in the issued share capital by issuing one million shares in the capital of Lavide Holding at
an issue price of EUR 0.50 per share.
Lavide Holding N.V.
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In addition, the subscription agreement has an option right to acquire one million newly to be issued
ordinary shares at an issue price of EUR 0.50 by Haerlem Capital.
Lavide did not have any income in the 2024 financial year. This means that the organisation had to
implement a strict spending policy, limiting the Company's costs to the absolute minimum.
The Company's expenditure mainly involved the mandatory fees to Euronext Amsterdam, banking
costs, the compensation for the members of Supervisory Board and the costs of organising the
annual meeting and the extraordinary meeting of shareholders. No compensation has been paid out
to the Board of Directors. However, operational expenses were financed by drawing on the credit
facilities provided to the Company by Kennie Capital B.V. and Crazy Duck B.V. The new Board of
Directors converted these credit facilities into a fixed loan, which will have to be repaid by 30 June
2025. As per the loan agreements, the Board of Directors retains the flexibility to extend or convert
the loans by 30 June 2025.
Lavide's result in the 2024 financial year was in line with the Company's result for the 2023 financial
year, namely that there was a loss due to the lack of income.
Because Haerlem Capital made capital contributions totalling EUR 500,000 in December 2024
pursuant to the subscription agreement dated 4 October 2024, the Company’s equity position
improved in material respect per the end of 2024.
It will be the further priority of the Board of Directors to contribute to the further enactment of the
necessary steps to ensure the growth of the business and the stable value of the shares in the capital
of the Company.
25 April 2025
___________________
___________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
Lavide Holding N.V.
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Report of the Supervisory Board
This is the report of the Supervisory Board (Raad van Commissarissen) of Lavide to the Annual
Report 2024 of Lavide.
During the fiscal year 2024, the Supervisory Board consisted of three Dutch individuals, one female
and two males. The Board was composed by Mr Engele Wijnsma (born 1968), chairman of the
Supervisory Board, Ms Jitske Overboom (born 1984), ordinary member and Mr Arnoud Jullens (born
1982), ordinary member. Mr. Wijnsma being first appointed in 2015 and being reappointed for a
second and third four-year term in 2018 respectively 2022, Ms Overboom and Mr. Jullens in their
first four-year term on 27 December 2022. None of the members of the Supervisory Board are
affiliated with the business of the Company or have a participating interest in the capital of the
Company. Otherwise in the opinion of the Supervisory Board, the Supervisory Board meets the
criteria of independence as set out in principles 2.1.7 to 2.1.9 of the Dutch Corporate Governance
Code.
The Supervisory Board met ten times in 2024 with full attendance of the members and upheld a
routine of monthly meetings. In the autumn of 2024, the Supervisory Board’s meetings had been
intensified, in view of the developments in respect of the accession of Haerlem Capital as the new
shareholder of Lavide. This required the Supervisory Board to attend meetings more frequently, in
order to assess the proposals for the financing of Lavide through the issue of additional non-listed
shares, the proposed appointment of Mr. Thijs Groeneveld that would act as the new CEO of Lavide
and the proposal for the appointment of EY as the Company’s new external auditor.
The Supervisory Board has, in view of the size and type of the organisation, not established separate
Audit, Remuneration and Nomination Committees. The engagement with the Board of Directors on
matters concerning the audit, remuneration and nomination (if applicable) is carried out by the full
Supervisory Board. The Company has not established an internal audit department, in view of its
limited size and limited activities of the Company.
The CEO appointed in 2023 (Diede van den Ouden) attended a number of meetings of the
Supervisory Board in the first half year of 2024. He was also involved in the meetings held in the
autumn of 2024 after the proposed accession of Haerlem Capital as the new shareholder of Lavide.
The role of CEO was assumed by Mr. Groeneveld with effect from 14 November 2024 pursuant to
the resolution of the General Meeting. Such resolution had been supported by the Supervisory
Board. The former CEO (Diede van den Ouden) continued to be present at joint meetings of the
Supervisory Board and Board of Directors held in November and December 2024 until his
resignation as member of the Board of Directors with effect from 1 January 2025.
The Supervisory Board has taken the necessary steps to improve the organisation's corporate
governance and anticipates that further refinements of the corporate governance arrangements will
occur in 2025. The Supervisory Board adopted a new Regulation Supervisory Board of Lavide
Holding on 17 December 2024 in which the proceedings of the Supervisory Board, the interaction
between the Supervisory Board and the Board of Directors and the future operation of the various
committees of the Supervisory Board are being laid out. This Regulation of the Supervisory Board
had been adopted with the reconfirmation of the profile of the members of the Supervisory Board
and the revised Remuneration Policy for Lavide for the year 2025.
Based on the services contracts entered into with the members of the Supervisory Board, the
members are remunerated with a fee commensurate to the small size of the business. Such
remuneration is being paid out to the members on a quarterly basis. The profile of the members of
the Supervisory Board and the Company's Remuneration Policy are published on the website. The
Supervisory Board acknowledges and agrees to the remuneration policies as proposed by the Board
of Directors to not compensate members of the Board of Directors or any employees of the Company
with variable remuneration for the fulfilment of tasks and responsibilities during the fiscal year 2025.
The Company did not organise a fully-fledged performance evaluation in the running fiscal year 2024
of the board members but envisages to implement a performance management review cycle from
2025, based on the revised Regulations of the Supervisory Board. In view of the fact that the Board
of Directors did not receive compensation of its tasks and responsibilities carried out in 2024, the
Supervisory Board was not required to assess the remuneration package of the Board of Directors.
Lavide Holding N.V.
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In exercising its supervision of the management of the Company and the enterprise in the fiscal year
2024, the Supervisory Board did identify the bottleneck of the absence of the audit of the financial
statements for the fiscal year 2023 by an auditor’s organisation authorised to audit the financial
statements of public interest entities (PIE).
The strategy to have the audit carried out by the foreign auditor’s organisation engaged by the
Company on 7 July 2024 was supported by the Supervisory Board, albeit that it considered the full
authorisation of this firm to carry out the audit of a Dutch PIE as an important condition. The
Supervisory Board greatly appreciated the efforts made by the Board of Directors but also
acknowledged that the implementation of the relevant strategy was materially dependent on external
factors, being the authorisation of the external auditor’s organisation by the Authority Financial
Markets. The successful completion of this strategy was therefore considered beyond the control of
the Board of Directors.
The Supervisory Board, having considered the draft consolidated and separate financial statements
for the year 2024 as submitted to it, acknowledges that no report is being made by the Board of
Directors as to material changes occurring in the financial condition of the business of Lavide as a
group and is positive about the improvement of the equity position of the Company as result of the
capital contribution by Haerlem Capital. In view of the lack of revenues in 2024, the consequential
negative result is being acknowledged. The Supervisory Board expresses its full appreciation to the
financial management conducted by the Board of Directors to maintain costs of the Company at the
lowest possible levels in order to avoid adverse developments at the financial condition of the
Company. The Supervisory Board recommends to the General Meeting to adopt the consolidated
and separate financial statements for the year 2024.
The Supervisory Board therefore recommends to the General Meeting to discharge the Board of
Directors for its policies and execution thereof for the year 2024 and proposes to the General
Meeting that the General Meeting grants discharge to the members of the Supervisory Board who
were in office in 2024.
25 April 2025
___________________
___________________
Pieternel Hummelen
Jitske Overboom
Chairperson
Member
___________________
Arnoud Jullens
Member
Lavide Holding N.V.
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DirectorsRemuneration Report
This report should be regarded as a report within the meaning of Section 2:135b of the Dutch Civil
Code and Principle 3.4 of the Dutch Corporate Governance Code. It provides an explanation of the
implementation of the remuneration policy for the Board of Directors and the remuneration policy for
the Supervisory Board.
For additional information, we refer to the Company’s website at www.lavideholding.com, where the
Company published:
the remuneration report, as adopted by the General Meeting of Shareholders on 11 June
2024, and
the latest remuneration policy for both the Board of Directors and the Supervisory Board, as
adopted by the General Meeting of Shareholders on 14 January 2025.
Lavide Holding N.V.
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Board of Directors
Diede van den Ouden
Chief Executive Officer until 31 December 2024
Resigned per 1 January 2025
Thijs Groeneveld
Chief Executive Officer as from 14 November 2024
Mario Natella
Chief Operating Officer as from 14 January 2025
Lavide Holding N.V.
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Supervisory Board
Member and Chair until 31 December 2024
Resigned per 1 January 2025
Member as from 27 December 2022
Member as from 27 December 2022
Member and Chair as from 1 January 2025
Lavide Holding N.V.
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Corporate Governance
Lavide is a Dutch public limited liability company listed on Euronext Amsterdam since 1998. After
selling its last operating subsidiaries in 2018, Lavide became an empty shell company but
maintained its listing on Euronext Amsterdam.
General Meeting
Unless provided for otherwise in the Dutch Civil Code or the Articles of Association, any resolutions
by the General Meeting are being taken with ordinary majority of votes cast during the General
Meeting.
General Meetings are being convened by publication of the notice of convocation together with an
agenda and the distribution of the notice through the services of the listing agent with a notice period
of at least 60 calendar days.
The General Meeting is being chaired by the chairperson of the Supervisory Board. In his absence
the other members of the Supervisory Board may propose an alternate chairperson for the General
Meeting.
The General Meeting is convened for its annual meeting each year in the first half year of the running
fiscal year, in order to consider and evaluate the Annual Report for the preceding fiscal year. The
General Meeting may be convened more often for Extraordinary General Meetings, to address
specific matters as being proposed by the Board of Directors or the Supervisory Board.
Shareholders representing one percent (1%) of the issued capital may request the Board of Directors
to add proposals to the agenda of a General Meeting, provided that such a request is submitted to
the Board of Directors at the Company's office at least fifty days prior to the day on which a General
Meeting is to be held.
Shareholders representing at least 10% off the issued capital of the Company may, upon obtaining
injunctive relief (voorlopige voorziening) from the President District Court be authorised
(gemachtigd) to convene a General Meeting.
Board of Directors and Supervisory Board
Lavide upholds a two-tier board structure, with the Board of Directors exercising the executive tasks
and responsibilities, and the Supervisory Board being responsible for the supervision of the fulfilment
of the tasks and responsibilities of the Board of Directors, and the providing of advice to the Board
of Directors. Lavide’s governance is furthermore determined by the role of shareholders, holding
certain significant stakes in the share capital of the Company. Lavide does not have a workers’
council, in view of the fact that the Company did not have employees in the fiscal year 2024.
Members of the Board of Directors and members of the Supervisory Board are engaged with Lavide,
in compliance with the relevant provision of Section 2:132(3) the Dutch Civil Code, on the basis of a
mandate agreement (overeenkomst van opdracht), and not on the basis of an employment contract.
Members of the Board of Directors are being appointed, and their statutory position may be
suspended and dismissal of the members of the Board of Directors by the General Meeting.
Members of Supervisory Board are being appointed by the General Meeting based on a
recommendation made by the Supervisory Board. Their statutory position may be suspended and
dismissal of the members of the Supervisory Board is made by the General Meeting.
The recommendation of the Supervisory Board to appoint a member, must be guided by a
notification about the age, the (other) employment, the number of shares the candidate holds in the
capital of the Company and other functions upheld or having upheld which are of significance for the
fulfilment of the function of member of the Supervisory Board.
Lavide Holding N.V.
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In addition, the General Meeting obtains information about other positions as Supervisory Board
member with other businesses, and if it concerns functions with legal entities within the same group,
reference needs to be made to the group only.
The recommendation for appointment is being motivated. In the event of re-appointment of a
member of the Supervisory Board, account is being taken to the past performance of the individual
concerned as member of the Supervisory Board.
In the event of (long term) absence of one member of the Board of Directors (ontstentenis of belet),
the other members of the Board of Directors must arrangement for alternates. In the event of (long
term) absence of all the members of the Board of Directors (ontstentenis of belet), the Supervisory
Board shall assume executive responsibility for the management of the Company. The Supervisory
Board may appoint one or more temporary managers in such case.
The remuneration of the members of the Board of Directors (whether fixed remuneration or variable
remuneration) is being determined by the Supervisory Board. The General Meeting resolves on the
remuneration of members of the Supervisory Board.
Application of the Dutch Corporate Governance Code
Lavide adheres and aims to comply with the Dutch Corporate Governance Code (Corporate
Governance Code as adopted by the Monitoring Committee, last version updated 20 December
2022). However, in view of the size of the business and the expected impact of the business of
Lavide on Dutch society, in certain cases deviations from the Dutch Corporate Governance Code
may be decided upon, subject to proper decision making in a joint decision making process between
the Board of Directors and the Supervisory Board, and as properly accounted for in the annual report
from the Supervisory Board following the ‘comply or explain’ principle.
In the fiscal year, in view of the size and complexity of the business, Lavide did not establish a
separate Audit Committee, nor a separate Remuneration and Nomination Committee. This deviation
of the Dutch Corporate Governance Code has been accounted for in the Report of the Supervisory
Board. If applicable, the engagement with the Board of Directors concerning audit, remuneration and
nomination is being carried out by the full Supervisory Board.
Regulations of the Supervisory Board, Profile and Remuneration
The Supervisory Board established on 17 December 2024 its revised Regulations (Reglement van
de Raad van Commissarissen) in which the proceedings, frequency of meetings, convocation, the
interaction with the Board of Directors and the future establishment of the Audit Committee, the
Remuneration and Nomination Committee have been laid down. The revised Regulations became
effective on 1 January 2025.
The Supervisory Board resolved on 17 December 2025 to reconfirm the profile of the members of
the Supervisory Board, in which, among other matters, principles on the proper implementation of
gender balance within the Supervisory Board are being laid out. The gender balance policy of Lavide
is furthermore confirmed in the Regulations of the Supervisory Board and the Regulations of the
Board of Directors.
On the same date the revised Remuneration Policy of the Company has been adopted in which the
principles of Remuneration of the members of the Board of Directors and any further employees of
the Company are being laid down. The Remuneration Policy has been submitted to the General
Meeting.
Regulations of the Board of Directors
On 20 March 2025 the Board of Directors adopted its Regulations of the Board of Directors
(Directiereglement) after these Regulations had been evaluated by the Supervisory Board and
confirmed in the meeting of the Supervisory Board of 3 March 2025.
In the Regulations of the Board of Directors rules are being laid down on the which the proceedings,
frequency of meetings, convocation, the interaction with the Supervisory Board. Furthermore, an
Lavide Holding N.V.
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elaborate profile of the Chief Executive Officer, the Chief Financial Officer and the Chief Operations
Officer is being embedded in the Regulations, together with elaborate description of tasks and
responsibilities.
Conflicts of interest
The procedure on avoidance of conflicts of interest (belangenverstrengeling) has been laid out in
the Regulations of the Board of Directors. The policy and rules on prevention of conflicts of interest
are being laid out as follows.
A member of the Board of Directors immediately reports a (potential) conflict of interest of material
significance to the Lavide Holding and/or to the member concerned to the CEO and provides all
relevant information in this respect. The Board of Directors decides, without the member of the Board
of Directors concerned being present, whether there is a conflict of interest.
A conflict of interest exists in any case if Lavide intends to enter into a transaction with a legal entity
(i) in which a member of the Board of Directors personally holds a material financial interest; (ii) of
which a director has a family law relationship with a member of the Board of Directors; or (iii) in which
a member of the Board of Directors holds a management or supervisory position.
In the event a conflict of interests exists of is likely to exist in respect of the CEO, then the
Chairperson of the Supervisory Board will be requested to provide guidance as to the decision
making process within the Board of Directors as regards the matter about which the conflict of
interest concerning the CEO exists or may arise. A member of the Board of Directors shall not
participate in the discussion and decision-making on a subject or transaction in which he has a
conflict of interest with Lavide.
Reserved Matters requiring involvement Supervisory Board
In accordance with Article 17.5 of the articles of association of the Company (the “Articles of
Association”) the Supervisory Board shall be required to approve the following decision of the Board
of Directors:
¾ The issue or the obtaining of shares in or debt instruments issued by the Company or debt
instruments issued by a limited liability partnership in which the Company is jointly and
severable liable;
¾ The granting of cooperation to the issue of depositary receipts of shares in the capital of the
Company;
¾ The request of or the cancellation of the listing of shares in the capital of the Company at
any regulated market;
¾ The entering into or termination of a durable cooperation of the Company or an affiliated
entity with any other legal entity or limited liability partnership respectively the entering into
the assumption of joint and several liability in a limited liability partnership, to the extent such
entering into or termination is of significant importance to the Company;
¾ The participation by the Company or an affiliated entity in the capital of another company
with a value exceeding one fourth of the outstanding share capital of the Company and its
reserves in accordance with the balance sheet with explanatory notes of the Company or
the significant increase or decrease of such participation;
¾ Investments by the Company which exceed one fourth of the outstanding share capital and
the reserves of the Company in accordance with the balance sheet with explanatory notes;
¾ A proposal to amend the Articles of Association;
¾ A proposal for the voluntary liquidation of the Company;
¾ The request for the bankruptcy of the Company or a moratorium of payments (surséance
van betaling);
¾ The termination of the employment of a significant number of the Company’s employees or
an affiliated entity simultaneously or within a short time frame;
¾ A significant change in the employment conditions of a large number of employees of the
Company or an affiliated entity;
¾ A proposal to decrease of the issued share capital;
¾ Significant changes to the legal structure or the activities of the Company.
Lavide Holding N.V.
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Furthermore, the Supervisory Board is required to approve any intended resolutions of the Board of
Directors concerning legal acts as specified by the Supervisory Board in a written notification to the
Board of Directors. No written notification about the approval by the Supervisory Board of certain
resolutions of the Board of Directors concerning legal acts have been issued in the fiscal year 2023.
Finally, the approval of the Supervisory Board shall be required for any contemplated resolution by
the Board of Directors concerning an important alteration of the identity or the nature of the Company
or its business, which includes, but is not limited to:
¾ Transfer of a significant part or the whole of the business of the Company
¾ The engagement or termination by the Company or an affiliated entity with another legal
entity or the becoming of fully liable partner in a limited liability partnership if such
engagement or termination is of material importance for the Company;
¾ The participation or sale of a holding in the capital of another company by the Company or
an affiliated entity which exceeds one third of the assets of the Company in accordance with
its latest balance sheet and explanatory notes.
Lavide Holding N.V.
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Risk Management
Introduction Risk Management Framework going forward
The Board of Directors and the Supervisory Board take their responsibilities for risk management
and the implemented risk control and monitoring systems within the organisation seriously. Lavide
places great importance on effective risk management and control and ensures their continuous
development and optimisation.
In late 2024, the Board of Directors adopted a comprehensive Governance Handbook 2024
addressing in elaborate chapters the risk management policies and procedures with Lavide. Among
other matters, the Governance Handbook covers the following risk areas:
1. Strategic Risks
a. Investment Evaluation
b. Portfolio Diversification
c. Performance Monitoring
2. Financial Risks
a. Company Evaluation
b. Debt and Leverage
c. Currency and Interest rate Exposure
3. Operational Risk
a. Regulatory Compliance
b. Legal Contracts and Documentation
c. IT and Automated Environment
4. Reputational Risks
a. Stakeholder Communication
b. Media Monitoring
c. Corporate Social Responsibility (CSR)
The risk policies are being monitored and oversight on risk manifestation is supported by a
monitoring process, including a Risk Register, Risk Scoring and Assessment and Internal Reporting
and Audits. It is expected that commensurate to the size and complexity of Lavide’s business, in the
future a separate internal audit function will be established within the organisation.
The revised risk management framework became effective from 1 January 2025 going forward.
Risk management fiscal year 2024
The Board of Directors believes that the internal risk management and control systems, provide a
reasonable level of assurance that the financial reporting does not contain any material
misstatements and that these systems functioned properly during the reporting year.
There are no indications that these systems will not function properly in the coming year as the
overhauled risk management policies and processes will be commensurate to the future
development of Lavide’s business.
Lavide's main risks in the fiscal year 2024 concerned the bottlenecks regarding compliance with
laws and regulations for listed companies, with the main issue being that the Company had not been
able to appoint an external auditor in previous financial years who was authorised to carry out the
audit of a public interest organisation.
Lavide Holding N.V.
17
Non-financial risks
The non-financial risk of constraints as regards the continuation of the listing at Euronext Amsterdam
could be seen as a continuing existential threat to the Company as also had been addressed in
2023. The path taken by Euronext Amsterdam with regard to the proposed delisting of companies
listed on this regulated market posed a serious risk to the Company. By their very nature, all efforts
and risk management measures were aimed at keeping this risk manageable.
There was a direct link between this bottleneck and the risk to the Company's reputation, given the
impact that the various consequences of the Company's disappearance as a listed Company would
have on the Company's continued existence and the interests of Lavide's existing shareholders.
Financial risks
With regard to the management of financial risks, a number of risk management measures have
ensured their manageability. This concerns the application of a very conservative spending pattern,
securing sufficient credit facilities to finance the Company's inherently low expenses and monitoring
the Company's cash position. Counterparty credit risk exposures were predominantly towards the
two (supervised) electronic money institutions acting as the institutions providing payment services
and a deposit function. The Company's solvency risk could be managed by avoiding entering into
long-term payment obligations. The liquidity risk was made manageable by securing sufficient credit
facilities.
Operational risks
In the 2024 fiscal year, Lavide is a small organisation, with a small workforce and limited resources
for managing the Company. The main operational bottlenecks concerned the organisation of the
payment infrastructure and the design of the administrative role of the listing agent. Given the
Company's placement on the penalty bench of Euronext Amsterdam and the resulting suspension
of new share issues, there was no question of a progressive increase in the settlement risk or the
risk of infrastructural bottlenecks with regard to the listing on Euronext Amsterdam and the trading
of Lavide's shares on it.
Lavide Holding N.V.
18
Director’s Statement
In compliance with its statutory obligations under Section 2:101, Paragraph 2 of the Dutch Civil Code
and Section 5:25c, Paragraph 2, Subsection c of the Financial Supervision Act, the Board of
Directors declares that, to the best of its knowledge:
The financial statements provide a true and fair view of the assets, liabilities, financial
position, and results of the Company and the entities included in the consolidation; and
The management report provides a true and fair view of the Company's position as at 31
December 2024, as well as the course of business during the 2024 financial year for the
Company and its affiliated entities, reflecting the information included in the financial
statements, and that the management report describes the material risks faced by the
issuing institution.
Furthermore, the Board of Directors declares that, to the best of its knowledge:
The report provides sufficient insight into deficiencies and the effectiveness of the internal
risk management and control systems;
The aforementioned systems provide a reasonable level of assurance that the financial
reporting does not contain any material misstatements; and
The report discloses the material risks and uncertainties relevant to the assessment of
Lavide’s continuity for the twelve-month period following the preparation of the report.
25 April 2025
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
Lavide Holding N.V.
19
Financial statements
Consolidated financial statements
Separate financial statements
Lavide Holding N.V.
20
Consolidated financial statements
Consolidated statement of financial position as at 31 December 2024
Consolidated statement of comprehensive income for the year 2024
Consolidated statement of changes in equity for the year 2024
Consolidated statement of cash flows for the year 2024
Notes to the consolidated financial statements
Lavide Holding N.V.
21
Consolidated statement of financial position as at 31 December 2024
31 December 2024
31 December 2023
Note
Assets
Trade and other receivables
844
2,047
Cash and cash equivalents
3
411,714
564
Current assets
412,558
2,611
Total assets
412,558
2,611
Equity
4
Share capital
3,362,328
2,862,328
Share premium
72,379,672
72,379,672
Other reserves
(75,565,939)
(75,347,353)
Profit or loss for the year
(326,049)
(218,586)
Total equity attributable to the owners of the
Company
1
(149,988)
(323,939)
Current liabilities
Loans and borrowings
5
440,000
219,385
Trade and other payables
6
122,546
107,165
Total current liabilities
562,546
326,550
Total liabilities
562,546
326,550
Total equity and liabilities
412,558
2,611
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
1
“Company” refers to Lavide Holding N.V.
Lavide Holding N.V.
22
Consolidated statement of comprehensive income for the year 2024
2024
2023
Note
Operations
Revenue
8
-
-
-
-
Administrative expenses
9
(298,193)
(201,902)
(298,193)
(201,902)
Operating loss
(298,193)
(201,902)
Net finance costs
10
(27,856)
(16,684)
Loss before taxation
(326,049)
(218,586)
Income tax expenses
31
-
-
Loss after taxation
(326,049)
(218,586)
Total comprehensive loss attributable to the
owners of the Company
(326,049)
(218,586)
Earnings per share attributable to equity holders
16
Basic earnings per share
(0.05)
(0.04)
Diluted earnings per share
(0.04)
(0.03)
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
Lavide Holding N.V.
23
Consolidated statement of changes in equity for the year 2024
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
Note
Balance at 1 January 2024
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
Transactions with the owners of the Company
Issue of shares
500,000
-
-
-
500,000
Appropriation of result 2023
(218,586)
218,586
-
Result of the year 2024
-
-
-
(326,049)
(326,049)
Balance at 31 December 2024
4
3,362,328
72,379,672
(75,565,939)
(326,049)
(149,988)
Balance at 1 January 2023
2,862,328
72,379,672
(75,130,659)
(216,694)
(105,353)
Transactions with the owners of the Company
Appropriation of result 2022
-
-
(216,694)
216,694
-
Result of the year 2023
-
-
-
(218,586)
(218,586)
Balance at 31 December 2023
4
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
Lavide Holding N.V.
24
Consolidated statement of cash flows for the year 2024
2024
2023 Restated*
Cash flows from operating activities
Loss before tax for the period
(326,049)
(218,586)
Adjustments to reconcile loss before tax to net
cashflows:
Finance Costs
27,856
16,684
Changes in:
Trade and other receivables
1,203
(1,947)
Trade and other payables
6
7,572
58,304
Cash generated from/used in operating activities
(289,418)
(145,545)
Interest paid
(20,047)
(3,276)
Net cash from/used in operating activities
(309,465)
(148,821)
Cash flows from financing activities
Issuance of shares
500,000
-
Proceeds from loans and new borrowings
5
360,000
149,385
Repayment of loans and borrowings
5
(139,385)
-
Net cash from (used in) financing activities
720,615
149,385
Net increase/decrease in cash and cash equivalents
411,150
564
Cash and cash equivalents at 1 January
3
564
-
Cash and cash equivalents at 31 December
411,714
564
The notes on pages 25 to 44 are an integral part of these consolidated financial statements.
Lavide Holding N.V.
25
Notes to the consolidated financial statements for the year 2024
1. The Company and its operations
(a) Reporting entity and relationship with parent Company
Lavide has its registered office in Amsterdam and its principal place of business in
Heemstede in the Netherlands. The Company is registered with the Dutch Chamber of
Commerce under number 32070622. Previously, the Company was active under the name
Qurius N.V. The software and IT activities of Qurius N.V. were bought by Prodware
Nederland B.V. in 2012.
Since December 2022, D.M. van den Ouden was appointed CEO, subsequently Thijs
Groeneveld was appointed CEO in November 2024. The Company did not trade since 2018.
These consolidated financial statements comprise the Company and its subsidiaries
(collectively the Groupand individually Group companies). The Company is a stock-listed
holding. There have been no main business activities in 2024, and the subsidiaries were
established but did not trade.
(b) Financial reporting period
These financial statements cover the year 2024, which ended at the balance sheet date of
31 December 2024.
(c) Going concern
The highest priority for the newly appointed Board of Directors is to remove Lavide from the
Euronext Amsterdam’s penalty bench, as its listing is temporarily suspended, preventing the
issuance of new tradable shares. According to the latest communication with Euronext
Amsterdam, Lavide will be eligible to exit the penalty bench upon the successful completion
of the 2023 audit which was finalised during March 2025. However, it has been discussed
with Euronext to exit the penalty bench at once upon successful completion of the audit 2024,
after which an official market notice will follow.
Shortly after its appointment, the new Board of Directors was authorised to issue shares or
grant rights to acquire shares for up to 3,000,000 Class A and/or Class B shares for a period
of 18 months, pursuant to the resolution of the General Meeting held on 18 December 2024.
These Class A and/or Class B shares may be issued at a nominal share price of 0.50. This
authorisation enables the new Board of Directors to secure a working capital of up to
1,500,000, thereby ensuring Lavide’s short term liquidity needs.
A total of 2,000,000 shares has already been placed with Haerlem Capital, a Dutch private
investment fund, thus securing the first 1,000,000 in working capital. This investment was
made in a first tranche of 1,000,000 shares earlier in Q4 2024 and another tranche of
1,000,000 shares in Q1 2025. A separate subscription agreement has been signed with
Haerlem Capital for each tranche. As of the date of this annual report, the class B shares
allocated to Haerlem Capital have also been fully paid in. The Board of Directors is confident
that the remaining issuance can be completed successfully, thus further reinforcing the
foundation for the Company’s future growth.
Lavide Holding N.V.
26
Additionally, the short-term financing which was outstanding as at 31 December 2023 has
been amended to include a repayment date of 30 June 2025 with the right to extend or
convert into shares, subject to a valid shareholder mandate.
The mitigation actions and the capital injections by the new shareholder Haerlem Capital in
Q4 2024 and Q1 2025 provide the Company with the funds required to continue its operations
for the foreseeable future.
For the abovementioned reasons, the management has decided to prepare the financial
statements on a going concern basis.
2. Basis of preparation
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS
Accounting Standards as endorsed by the European Union (EU-IFRS) and with Part 9 of
Book 2 of the Dutch Civil Code.
The material accounting policies applied in preparing these consolidated financial statements
are set out below. These policies have been consistently applied throughout the period and
to each subsidiary within the Group.
The consolidated financial statements were authorised for issue by the Board of Directors on
[date].
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost convention
except otherwise stated.
(c) Functional and presentation currency
These consolidated financial statements are presented in euro, which is the Company’s
functional currency. All amounts have been rounded to the nearest Euro, unless otherwise
indicated.
(d) Use of judgements and estimates
In preparing these consolidated financial statements, management has made judgements
and estimates that affect the application of the Group's accounting policies and the reported
amounts of assets, liabilities, income, and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent
with the Group's risk management. Revisions to estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most
significant effect on the amounts recognised in the consolidated financial statements have
been included where necessary. The significant judgement applied in the consolidated
financial statements is in relation to making the going concern assessment. The Board of
Directors had identified material uncertainties that cast doubt on the Group’s ability to
continue as a going concern due to the reliance on short term financing. As mentioned in
1(c), the newly appointed Board obtained authorisation to issue shares or grant rights and
Lavide Holding N.V.
27
as at the date of issue EUR 1,000,000 has been secured in working capital. Based on the
mitigation actions, the Board of Directors has concluded that the Group remains a going
concern.
Assumptions and estimation uncertainty
The Company makes certain estimates and assumptions regarding the future. Estimates are
continually evaluated based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. In
the future, actual experience may differ from these estimates and assumptions. The Board
of Directors consider there to be no significant estimates for the year ended 2024.
(e) Changes in material accounting policies
There were no changes in material accounting policies.
(f) Material accounting policies
The Group has consistently applied the following accounting policies to all periods presented
in these consolidated financial statements, except if mentioned otherwise.
Principles for consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
(ii) Transaction between entities within the group
Transactions and balances between entities forming part of the Group together with any
unrealised income and expenses arising from intra-group transactions are eliminated in the
preparation of the consolidated financial statements of the Group. Unrealised gains on
transactions between Group entities are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred asset.
Financial instruments
(i) Recognition and initial measurement
Financial assets and financial liabilities are initially recognised when the Group becomes a
party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not at
Fair Value through Profit and Loss (FVTPL), transaction costs that are directly attributable to
its acquisition or issue. A trade receivable without a significant financing component is initially
measured at the transaction price.
(ii) Recognition and initial measurement
On initial recognition, a financial asset is classified as measured at: amortised cost; Fair
Value through OCI (FVOCI) debt investment; FVOCI equity investment; or FVTPL.
Lavide Holding N.V.
28
Financial assets are not reclassified subsequent to their initial recognition unless the Group
changes its business model for managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting period following the change in the
business model.
A financial asset is measured at amortised cost if it meets both of the following conditions
and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual
cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Financial assets Business model assessment
The Group makes an assessment of the objective of the business model in which a financial
asset is held at a portfolio level because this best reflects the way the business is managed,
and information is provided to the Board of Directors.
Financial assets Subsequent measurement and gains and losses
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest
method. The amortised cost is reduced by expected credit losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
Financial liabilities Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability
is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is
designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair
value and net gains and losses, including any interest expense, are recognised in profit or
loss.
Other financial liabilities are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in
profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
(iii) Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from
the financial asset expire, or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial
asset are transferred or in which the Group neither transfers nor retains substantially all of
the risks and rewards of ownership and it does not retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised in its statement
of financial position but retains either all or substantially all of the risks and rewards of the
transferred assets. In these cases, the transferred assets are not derecognised.
Lavide Holding N.V.
29
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged
or cancelled or expire. The Group also derecognises a financial liability when its terms are
modified and the cash flows of the modified liability are substantially different, in which case
a new financial liability based on the modified terms is recognised at fair value. The difference
in the respective carrying amounts is recognised in the statement of profit or loss. It is
assumed that the terms are substantially different if the discounted present value of the cash
flows under the new terms, including any fees paid net of any fees received and discounted
using the original effective interest rate is at least 10 per cent different from the discounted
present value of the remaining cash flows of the original financial liability. If the modification
is not substantial, the difference between: (1) the carrying amount of the liability before the
modification; and (2) the present value of the cash flows after modification is recognised in
profit or loss as the modification gain or loss within other gains and losses.
On derecognition of a financial liability, the difference between the carrying amount
extinguished and the consideration paid (including any non-cash assets transferred or
liabilities assumed) is recognised in profit or loss.
(iv) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the
statement of financial position when, and only when, the Group currently has a legally
enforceable right to set off the amounts and it intends either to settle them on a net basis or
to realise the asset and settle the liability simultaneously.
Share capital
Ordinary shares
The share capital consists of ordinary shares.
Incremental costs directly attributable to the issue of common shares, net of any tax effects,
are recognised as a deduction from equity. Income tax relating to transaction costs of an
equity transaction is accounted for in accordance with IAS 12.
Impairment
(i) Financial assets
At the reporting date the Group’s financial assets consist of other receivables and cash and
cash equivalents. The following accounting policy is included as the Group intends to
commence trading in the foreseeable future.
IFRS 9 requires entities to assess on a forward-looking basis the expected credit losses
associated with their debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase in credit risk.
Loss allowances for trade receivables are measured at an amount equal to lifetime expected
credit losses (ECLs).
When determining whether the credit risk of a financial asset has increased significantly since
initial recognition and when estimating ECLs, the Group considers reasonable and
supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment and including forward-looking
information.
Lavide Holding N.V.
30
The Group assumes that the credit risk on a financial asset has increased significantly if it is
more than 30 days past due.
The Group considers a financial asset to be in default when:
- the borrower is unlikely to pay its credit obligations to the Group in full, without recourse
by the Group to actions such as realising security (if any is held); or
- the financial asset is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life
of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within
the 12 months after the reporting date (or a shorter period if the expected life of the instrument
is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period
over which the Group is exposed to credit risk.
The Group’s assets subject to credit risk in the scope of IFRS 9 include cash and cash
equivalents and other receivables. A simplified approach has been applied for the
measurement of expected credit losses.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the
present value of all cash shortfalls (i.e. the difference between the cash flows due to the
Group in accordance with the contract and the cash flows that the Group expects to receive).
When the time value of money is material, ECLs are discounted at the effective interest rate
of the financial asset.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross
carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For
customers, the Group individually makes an assessment with respect to the timing and
amount of write-off based on whether there is a reasonable expectation of recovery.
Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, current accounts with banks, deposits
held at call with banks, and other short-term highly liquid investments with original maturities
of three months or less. For the purposes of the consolidated statement of cash flows, cash
and cash equivalents consist of cash and short-term deposits defined above. Cash and cash
equivalents are initially measured at fair value, and subsequently at amortised costs. The
consolidated statement of cash flows is prepared using the indirect method.
Lavide Holding N.V.
31
Operating profits/loss
Operating profit/loss is the result generated from the continuing principal revenue producing
activities of the Group as well as other income and expenses related to operating activities.
Operating profit/loss excludes net finance costs and income taxes.
Finance income and finance costs
The Group’s finance income and finance costs include:
- interest expense.
Interest expense is recognised using the effective interest method. The ‘effective interest
rate’ is the rate that exactly discounts estimated future cash payments or receipts through
the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest expense, the effective interest rate is applied to the amortised cost of
the liability. If the Group revises its estimates of payments, it recalculates amortised cost of
the financial liability as the present value of the estimated future contractual cash flows that
are discounted at the financial instrument’s original effective interest rate. The adjustment is
recognised in profit or loss as income or expense.
Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss
except to the extent that it relates to a business combination, or items recognised directly in
equity or in OCI. Pillar 2 tax regulations are currently not applicable to the Group.
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss
for the year and any adjustment to tax payable or receivable in respect of previous years.
The amount of current tax payable or receivable is the best estimate of the tax amount
expected to be paid or received that reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the reporting date. Current tax
assets and liabilities are offset only if there is a legally enforceable right to set off the
recognised amounts and there is an intention either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable that future taxable profits will be
available against which they can be used. Future taxable profits are determined based on
the reversal of relevant taxable temporary differences. If the amount of taxable temporary
differences is insufficient to recognise a deferred tax asset in full, then future taxable profits,
adjusted for reversals of existing temporary differences, are considered, based on the
business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at
Lavide Holding N.V.
32
each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realised; such reductions are reversed when the probability of future
taxable profits improves.
The measurement of deferred tax reflects the tax consequences that would follow from the
manner in which the Group expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
Subsequent events
If the Group receives information after the reporting period, but prior to the date of
authorisation for issue, about conditions that existed at the end of the reporting period, it will
assess whether the information affects the amounts that it recognises in its consolidated
financial statements. The Group will adjust the amounts recognised in its financial statements
to reflect any adjusting events after the reporting period and update the disclosures that relate
to those conditions considering the new information. For non-adjusting events after the
reporting period, the Group will not change the amounts recognised in its consolidated
financial statements but will disclose the nature of the non-adjusting event and an estimate
of its financial effect, or a statement that such an estimate cannot be made, if applicable.
Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity
holders of the parent by the weighted average number of ordinary shares outstanding during
the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during the year plus
the weighted average number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares.
New and amended standards adopted by the Group
New standards impacting the Group that have been adopted in the annual financial
statements for the year ended 31 December 2024 are:
- IAS 1 Presentation of Financial Statements (Classification of Liabilities as Current or
Non-Current)
These standards did not have a significant effect on the Group.
New standards and interpretations not yet adopted
The standards and interpretations that are issued, but not yet effective up to the date of
issuance of the Group’s financial statements are disclosed below. The Group intends to
adopt these standards, if applicable, when they become effective.
The impact of the following amended standards and interpretations are currently being
investigated by the Group but are not expected to have a significant impact on the Group’s
financial statements, with the exception of IFRS 18 which will impact the presentation of the
financial statements from 1 January 2027.
The following amendments are effective for the period beginning 1 January 2025:
Lavide Holding N.V.
33
- IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment - Lack of
Exchangeability).
The following amendments are effective for the period beginning 1 January 2026:
- IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
(Amendments to classification and measurement requirements).
- IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
(Amendment - Contracts Referencing Nature-dependent Electricity).
The following amendments are effective for the period beginning 1 January 2027:
- IFRS 18 Presentation and Disclosure in Financial Statements (Replacement of IAS 1
Presentation of Financial Statements).
- IFRS 19 Subsidiaries without Public Accountability: Disclosure.
IFRS 18 introduces new requirements for presentation within the statement of loss, including
specified totals and subtotals. It also requires disclosure of management-defined
performance measures and includes new requirements for aggregation and disaggregation
of financial information based on the identified ‘roles’ of the primary financial statements and
the notes. The Group is currently working to identify all impacts the amendments to IFRS 18
will have on the primary financial statements and notes to the financial statements.
To be eligible for IFRS 19, an entity must be a subsidiary, cannot have public accountability
and must have a parent that prepares consolidated financial statements which are publicly
available and comply with IFRS standards. The Group is not eligible to apply IFRS 19.
Lavide Holding N.V.
34
3. Cash and cash equivalents
31 December 2024 31 December 2023 Cash and cash equivalents 411,714 564 411,714 564
Cash and cash equivalents are held with WISE and Ebury and is at free disposal of the
Group.
4. Shareholders’ equity
Share capital
The authorised share capital at 31 December 2024 amounts to 6,000,000, consisting of
8,995,000 shares A, 2,995,000 shares B and 10,000 preference shares.
The issued share capital at 31 December 2024 amounts to € 3,362,328 (31 December 2023
- 2,862,328) consisting of 5,724,655 listed common shares A outstanding and 1,000,000 B
shares (31 December 2023 nil), each with a nominal value of EUR 0.50.
During the year, the Group received investment from Haerlem Capital, a Dutch private equity
financier, consisting of 1,000,000 B shares and 1,000,000 option rights. All share options
remain outstanding as of 31 December 2024. New common shares will be issued upon
exercise of the outstanding call options.
Common Shares Call Options 2024 2023 2024 2023 On issue at 1 January - - 700,000 - Shares A 5,724,655 5,724,655 - - Shares B - - - - Issued during the year - - 1,000,000 700,000 Shares A - - - - Shares B 1,000,000 - - - On issue at 31 December 6,724,655 5,724,655 1,700,000 700,000
Share Premium
The share premium represents the amount subscribed for share capital in excess of the
nominal value.
Lavide Holding N.V.
35
Other reserves
Other reserves consist of the accumulated losses of the Group.
Unappropriated result
Appropriation of profit of 2023
The financial statements for the reporting year 2023 have been proposed for shareholders’
adoption during the shareholders’ meeting to be held on 12 May 2025. The loss over the
reporting period 2023 has been added to the negative other reserves.
Proposal for profit appropriation 2024
The financial statements for the reporting year 2024 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2024
is proposed to be added to the negative other reserves.
5. Loans and borrowings
31 December 2024 31 December 2023 Shareholder and related party loans: Kennie Capital B.V. - 109,385 Crazy Duck B.V. 140,000 110,000 D. van den Ouden 300,000 - 440,000 219,385
Kennie Capital B.V., a related party of the Group, and Crazy Duck B.V., a shareholder of
the Group provided financing to the Group during 2023.
During 2022, Kennie Capital B.V. and Crazy Duck B.V. each provided a facility up to 37,000
to the Group. Kennie Capital B.V. provided a facility up to an additional amount of € 50,000.
Interest accrues on the outstanding balance at a rate of 8%. The principal and interest were
repayable at 31 December 2022. The lenders can unilaterally terminate the loans with one
months’ notice.
In January 2023, Kennie Capital B.V. made an additional facility of € 50,000 available to the
Group with the same terms. This facility incurred a repayment date of 31 March 2023.
In March 2023, an additional facility was made available to the Group by Kennie Capital B.V.
and Crazy Duck B.V. to bring the total amount available to 175,000 each, the previous
outstanding loans and accrued interest were deducted from the principal amount provided to
the Group. Interest accrues on the outstanding balance at a rate of 8%. The principal and
interest were repayable at 13 October 2023.
At issuance of the loan, the lenders received options worth the principal amount of the loan
(€ 349,000 increased with accrued interest in the amount of 1,000), being options to call for
a number of 700,000 new to be issued common shares in the capital of the Company. The
Lavide Holding N.V.
36
options expire on 31 December 2029 and have an exercise option of Euro 0.50 per Lavide
Holding N.V. share.
In September 2024 the loans were amended to extend the repayment date to 30 June 2025
with retroactive effect as of October 2023.
The credit facility with Kennie Capital B.V. and Crazy Duck B.V. has been ended per 1
January 2025. With regard to the facility with Crazy Duck B.V., the outstanding and drawn
amounts have been converted into a loan with a fixed term ending the commitments for the
undrawn amounts. With regard to the credit facility with Kennie Capital B.V., the outstanding
amount including accrued interest have been settled as Kennie Capital B.V. has been
liquidated with effective date of 31 December 2024. A new loan with Diede van den Ouden
of €300,000 has been entered into.
The new loans bear an interest rate of 4% and are repayable on 30 June 2025. An extension
of the repayment date is available on consultation with the lenders. The loans may also be
set off in whole or in part by means of a conversion into shares of Lavide Holding N.V. at a
value and conditions to be be agreed upon by the Company and the lenders.
No assets are provided as security for the loans and there are no covenants attached to the
loans. The loans are initially accounted for at fair value and subsequently at amortised cost.
As required by IFRS 13.97, they are classified as Level 2 in the value hierarchy and their
carrying value approximates their fair value.
Movement schedule
Cash Non-cash Total movements movements Opening balance 1 January 2024 233,525 Issued during the period 360,000 - 360,000 Interest - 20,799 20,799 Repayment of principal (139,385) - (139,385) Repayment of interest (16,495) - (16,495) Ending balance 31 December 2024 458,444 Represented on 31 December 2024 as: Loans and borrowings 440,000 Interest payable 18,444 458,444
Movement schedule
Cash Non-cash Total movements movements Opening balance 1 January 2023 70,732 Issued during the period 149,385 - 149,385 Interest - 13,408 13,408 Ending balance 31 December 2023 233,525 Represented on 31 December 2023 as: Loans and borrowings 219,385
Lavide Holding N.V.
37
Interest payable 14,140 233,525
6. Trade and other payables
31 December 2024 31 December 2023 Management fee payable 90,750 90,750 Interest payable 18,444 14,140 Other payables 13,352 2,275 122,546 107,165
All current liabilities fall due in less than one year. The carrying amount of trade and other
payables is considered a reasonable approximation of their respective fair value, due to their
short-term nature.
7. Financial instruments
Financial instruments by category Amortised cost Amortised cost 31 December 2024 31 December 2023 Financial assets Trade and other receivables 844 2,047 2,047 Total financial assets 844 Financial liabilities 219,385 Loans and borrowings 440,000 107,165 Trade and other payables 122,546 326,550 Total financial liabilities 562,546 Nominal value Nominal value 31 December 2024 31 December 2023 564 Cash and cash equivalents 411,714 564 Cash and cash equivalents 411,714
Financial instruments not measured at fair value includes cash and cash equivalents, trade
and other payables, and loans and borrowings.
Risk management
The Group is exposed to credit risk, liquidity risk, and interest rate risk. The Group’s overall
risk management programme focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the financial performance of the Group. Risk
management is conducted under policies approved by the board of directors of the Company
and of relevant subsidiaries.
Lavide Holding N.V.
38
According to risk management, the Group faces higher than expected risk. The banking
relationship with ING was terminated on 31 December 2022. This forced the Group into the
funding arrangement with Kennie Capital B.V. and Crazy Duck B.V., refer to Note 5.
Credit risk
The Group is exposed to credit related losses in the event of non-performance by
counterparties to financial instruments but does not expect any counterparties to fail to meet
their obligations.
As the Group did not trade in 2024, it is exposed to limited credit risk. The credit risk arises
from cash and cash equivalents. The Group considers the credit risk on the cash and cash
equivalents as remote..
The Group is exposed to some levels of concentration risk, as most cash and cash
equivalents are held in a single account by Ebury Partners Belgium N.V.., despite the
Company having two separate bank accounts in 2024. However, to mitigate this risk, as of
the date of this annual report, the Company is now in the process of opening accounts with
a bank in the Netherlands with a higher credit standing.
The Group’s maximum exposure to credit risk for the components of the statement of
financial position is the carrying amounts as shown below:
31 December 2024 31 December 2023 Trade and other receivables 844 2,047 Cash and cash equivalents 411,714 564 412,558 2,611
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. As noted in Note 5, loans have been agreed from Crazy Duck B.V. and D. van den
Ouden for which the accrued interest and principal amount are repayable at the end of the
term at June 2025. Furthermore, as a mitigation of liquidity risk, the Company has the
possibility to extend the term of the loan and/or repay principal and accrued interests in
shares at a later to be defined share price and terms. Additionally the Board of Directors were
authorised in December 2024 to issue shares or grant rights to be acquired shares for up to
3,000,000 Class A and/or Class B shares enabling the Board of Directors to ensure the
Group’s short-term liquidity needs. During the year 1,000,000 shares were placed with
Haerlem Capital and subsequent to the balance sheet date, a further 1,000,000 investment
was made by Haerlem Capital. As of the date of this annual report, the class B shares
allocated to Haerlem Capital have also been fully paid in. As a result of these actions, the
liquidity risk of the Group has significantly reduced.
The following are the undiscounted contractual maturities of the financial liabilities, including
estimated interest payments as at the reporting date per 2024: Carrying Contractual On demand Up to 12 Between 2 Over 5 years amount cash flows months and 5 years Loans and borrowings 440,000 440,000 - 440,000 - - Other payables 122,546 122,546 13,352 109,194 - - 562,546 562,546 13,352 549,194 - -
Lavide Holding N.V.
39
The following are the undiscounted contractual maturities of the financial liabilities, including
estimated interest payments as at the reporting date per 2023:
Carrying Contractual On demand Up to 12 Between 2 Over 5 years amount cash flows months and 5 years Loans and borrowings 219,385 219,385 219,385 - - - Other payables 107,165 107,165 13,408 93,757 - - 326,550 326,550 232,793 93,757 - -
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters,
while optimising the return.
The Group’s exposure to the risk of changes in market interest rates is limited as the financing
arrangements with Crazy Duck B.V. and D. van den Ouden incur a fixed rate of interest, refer
to Note 5.
Capital management
The Group manages its total equity (share capital, share premium and reserves) as capital.
The Group’s objectives when managing capital are to safeguard the Group’s ability to
continue as a going concern, to provide returns for shareholders, to maintain an optimal
capital structure to reduce the cost of debt.
In order to maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares or sell
assets to reduce debt.
Fair value
Financial assets and financial liabilities that are recognised at fair value in the statement of
financial position as at 31 December 2024 can be shown at the following 3 levels according
to 'the fair value hierarchy':
· Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities
· Level 2: other techniques for which inputs that have a significant effect on the recorded
fair value are observable, either directly or indirectly
· Level 3: techniques that use inputs that have a significant effect on the recorded fair
value that are not based on an observable market data.
Due to the short-term nature of the Group’s financial instruments, the carrying amounts of
are classified as Level 2 and are a reasonable approximation of their respective fair values.
Lavide Holding N.V.
40
8. Revenue streams
The Group did not generate revenues in 2024 and 2023.
9. Administrative expenses
2024 2023 Management fee expenses 223,538 133,292 AFM and Euronext expenses 26,259 37,587 Consultancy expenses 41,887 24,094 Office and rental expenses 721 1,329 Travel and subsistence expenses 813 2,585 Other administrative expenses 4,975 3,015 298,193 201,902
Audit expenses
The following fees were charged by EY Accountants B.V. and its network, as referred to in
Section 2:382a(1) and (2) of the Netherlands Civil Code.
The audit fees mentioned in the tables below are based on the total fees for the audit of the
2024 and 2023 financial statements irrespective of when they were invoiced to the Group.
The audit fees are included in the profit and loss statement in the year 2025, when the
services were rendered.
2024 2023 Audit of the financial statements 60,950 60,950 Tax-related advisory services - - Other assurance services - - 60,950 60,950
10. Net finance costs 2024 2023 Interest income 48 41 Total finance income 48 41 Interest expense on loans and borrowings 20,799 13,408 Bank costs 7,105 3,317 Total finance costs 27,904 16,725 Net finance costs 27,856 16,684
Lavide Holding N.V.
41
11. Tax on result 2024 2023 Tax expense for current financial year - - - -
Reconciliation of effective tax rate
2024 % Loss before tax (326,049) - Tax using the Netherlands tax rate (70,521) 21.63% Unrecognised tax losses 70,521 (21.63%) - -
Taxable amounts for 2024 up to 200,000 incur a tax rate of 19%, taxable amounts above
€200,000 incur a tax rate of 25.8%.
Reconciliation of effective tax rate
2023 % Loss before tax (218,586) - Tax using the Netherlands tax rate (42,795) 19.58% Unrecognised tax losses 42,795 (19.58%) - -
Taxable amounts for 2023 up to 200,000 incur a tax rate of 19%, taxable amounts above
€200,000 incur a tax rate of 25.8%.
The total effective tax rate percentage of nil in 2024 and 2023 is the result of the unrecognised
tax losses of the Group.
Uncertainty over income tax treatments
No uncertain tax treatments have been applied during the period.
Tax losses carried forward
At the year-end of 2024, the total of accumulated losses had amassed to 3,496,256. From
January 2022 onwards, an indefinite loss carry forward applies in the Netherlands. Losses
incurred in the financial years that started on or after 1 January 2013 also fall under indefinite
ruling. Therefore, the loss carry forward has no expiry date.
Tax losses carried forward 2023 3,170,207 Loss per 31 December 2024 326,049 Total accumulated tax losses 2024 3,496,256
Lavide Holding N.V.
42
12. Remuneration of executive and non-executive directors
Key management and personnel compensation
Management services were provided by other entities during 2023 and 2024. Refer to note
9.
13. Workforce
The average number of full-time employees (FTE) employed by the Group was 0 (2023: 0).
14. Commitments and contingencies
There were no capital commitments, no contingent liabilities, no guarantees and no pledged
assets in 2024 and 2023.
As at 31 December 2024, the Group had fully drawn down on the borrowing facilities from
the financing arrangements disclosed in note 5. As at 31 December 2023, the Group had
undrawn borrowing facilities totalling € 117,207 available.
15. Related party transactions
In the normal course of business, the Group enters into various transactions with related
parties. Parties are considered to be related if one party has the ability to control or exercise
significant influence over the other party in making financial or operating decisions. There
are no significant provisions for doubtful debts or individually significant bad debt expenses
recognised on outstanding balances with related parties.
The following parties are considered related parties of the Group:
The related parties of Lavide Holding N.V. are the members of the Supervisory Board and
the members of the Board of Directors.
Furthermore, the related parties to be mentioned are:
· Haerlem Capital B.V. has a real interest of 10%-15%,
· Mr. M.H.B. Kok has a real interest of 20%-25% through Crazy Duck B.V.
· Mrs. I.M. Ruijters has a real interest of 5%-10% through Amélie Holding B.V.
· Mr. C.P. Scholten has a real interest of 3%-5%
· Mr. D. Hendriks has a real interest of 3%-5%
· Diede van den Ouden (former CEO) has a real interest of 3-5%
· Kennie Capital B.V. is owned by former CEO Diede van den Ouden, the Company has
been liquidated with an effective date of 31 December 2024
· Subsidiaries of the Company, as detailed in Note 22.
The percentages are calculated as of 31 December 2024.
Ultimate controlling party
Lavide Holding N.V.
43
During 2024, there were no ultimate controlling parties or changes in this position.
Transactions with key management
Loans and borrowings and share options
Kennie Capital B.V., Crazy Duck B.V. and D. van den Ouden provided financing to the
Group during 2024 and 2023. Refer to Note 5 for details.
The following balances are outstanding at 31 December 2024 and 31 December 2023. No
share options were exercised as at 31 December 2024.
31 December 2024 31 December 2023 Kennie Capital B.V. - 109,385 Crazy Duck B.V. 140,000 110,000 D. van den Ouden 300,000 - 440,000 219,385
Other related party transactions
No further related party transactions occurred.
16. Earnings per Share
Basic earnings per share are calculated by dividing net loss attributable to equity holders of
the Group (numerator) by the weighted average number of shares outstanding
(denominator). Diluted earnings per share includes the weighted average number of ordinary
shares that would be issued on the conversion of all the dilutive potential ordinary shares into
ordinary shares as the denominator, the numerator remains unchanged.
€ 1,000 2024 2023 Basic earnings per share Net loss from continued operations attributable to equity holders (326,049) (218,586) Weighted average number of shares outstanding 6,724,655 5,724,655 Basic earnings per share (€ per Share) (0.05) (0.04) Diluted earnings per share Effect of dilutive potential ordinary shares Share options 1,700,000 700,000 Weighted average number of shares outstanding for the purposes of 8,424,655 6,424,655 diluted earnings per share Diluted earnings per share (€ per Share) (0.04) (0.03)
17. Segment reporting
The Group currently has one reportable segment and therefore does not disclose the
segment reporting requirements in accordance with IFRS 8.
Lavide Holding N.V.
44
18. Subsequent events
According to the resolution of the shareholders’ meeting of 14 January 2025, EY Accountants
B.V. was formally appointed as Lavide’s new PIE audit firm licensed to audit the financial
statements of Dutch public interest entities (organisatie van openbaar belang). At the time of
the publication of this 2024 annual report, the audit 2023 has been successfully completed.
Regarding other operational aspects relevant for this annual report: the credit facility with
Kennie Capital B.V. and Crazy Duck B.V. has been ended per 1 January 2025. The
outstanding and drawn amounts have been converted into loans.
In March 2025, the Company secured a third investment tranche from Haerlem Capital of
EUR 500,000 by means of a tranche of 1,000,000 privately placed B shares. As a result,
Haerlem Capital holds a total interest of 25.891% in Lavide on 19 March 2025. Haerlem
Capital is temporarily a related party, until further placements of shares whereby its total
interest in Lavide is expected to significantly dilute.
Lavide Holding N.V.
45
Separate financial statements
Separate statement of financial position as at 31 December 2024
Separate statement of profit and loss for the year 2024
Notes to the separate financial statements
Lavide Holding N.V.
46
Separate statement of financial position as of 31 December 2024
(Before appropriation of result)
31 December 2024
31 December 2023
Note
Fixed assets
Financial fixed assets
22
200
300
Total fixed assets
200
300
Current assets
Trade and other receivables
4,344
2,047
Cash and cash equivalents
23
411,714
564
Total current assets
416,058
2,611
Total assets
416,258
2,911
Shareholders’ equity
24
Share capital
3,362,328
2,862,328
Share premium
72,379,672
72,379,672
Other reserves
(75,565,939)
(75,347,353)
Undistributed profit
(322,549)
(218,586)
Total equity attributable to the owners of the
Company
(146,488)
(323,939)
Current liabilities
Loans and borrowings
25
440,000
219,385
Trade and other payables
26
122,746
107,465
Total current liabilities
562,746
326,850
Total liabilities
562,746
326,850
Total equity and liabilities
416,258
2,911
Lavide Holding N.V.
47
Separate statement of profit and loss for the year 2024
2024
2023
Note
Continuing operations
Revenue
28
-
-
-
-
Administrative expenses
29
(298,193)
(201,902)
(298,193)
(201,902)
Operating loss
(298,193)
(201,902)
Finance costs
30
(24,256)
(16,684)
Loss before taxation
(322,449)
(218,586)
Income tax
31
-
-
Share of result of participating interests
22
(100)
-
Loss after taxation from continuing operations
(322,549)
(218,586)
Total comprehensive loss attributable to the
owners of the Company
(322,549)
(218,586)
The notes on pages 48 to 54 are an integral part of these separate financial statements.
Lavide Holding N.V.
48
Notes to the separate financial statements for the year 2024
19. General
These separate financial statements and the consolidated financial statements together
constitute the statutory financial statements of Lavide Holding N.V. (hereafter: ‘the
Company’).
20. Basis of preparation
These separate financial statements have been prepared in accordance with Title 9, Book 2
of the Dutch Civil Code. For setting the principles for the recognition and measurement of
assets and liabilities and determination of results for its separate financial statements, the
Company makes use of the option provided in Section 2:362(8) of the Dutch Civil Code. This
means that the principles for the recognition and measurement of assets and liabilities and
determination of the result (hereinafter referred to as principles for recognition and
measurement) of the separate financial statements of the Company are the same as those
applied for the consolidated EU-IFRS financial statements. These principles also include the
classification and presentation of financial instruments, being equity instruments or financial
liabilities.
The Company made use of the principle of Section 360.106 of the Dutch Accounting
Standards (DAS) by not preparing a separate cash flow statement for the Company only.
The Company financial statements were authorised for issue to the public by the Board of
Directors on [date].
Information on the use of financial instruments and on related risks for the Group is provided
in the notes to the consolidated financial statements of the Group.
All amounts in the separate financial statements are presented in Euro, unless stated
otherwise.
21. Significant accounting policies
In case no other principles are mentioned, refer to the accounting principles as described in
the consolidated financial statements. For an appropriate interpretation of these statutory
financial statements, the separate financial statements should be read in conjunction with the
consolidated financial statements.
Participating interests in group companies
Participations, over which significant influence can be exercised, are measured according to
the net asset value method. In the event that 20% or more of the voting rights can be
exercised, it may be assumed that there is significant influence.
The net asset value is calculated in accordance with the accounting principles that apply for
these financial statements; with regard to participations in which insufficient data is available
for adopting these principles, the valuation principles of the respective participation are
applied.
If the valuation of a participation based on the net asset value is negative, it will be stated at
nil.
Lavide Holding N.V.
49
Newly acquired associates are initially recognised on the basis of the fair value of their
identifiable assets and liabilities at the acquisition date. For subsequent valuations, the
principles that apply for these financial statements are used, with the values upon their initial
recognition as the basis.
The amount by which the carrying amount of the associate has changed since the previous
financial statements as a result of the net result achieved by the associate is recognised in
the income statement.
Participations over which no significant influence can be exercised are measured at historical
cost. The result represents the dividend declared in the reporting year, whereby dividend not
distributed in cash is measured at fair value.
In the event of an impairment loss, valuation takes place at the realisable value an impairment
is recognised and charged to the income statement.
Corporate income tax
The Company does not have a fiscal unity with its wholly owned participations, FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V.
22. Financial fixed assets
List of participating interests
Set out below is a list of the participating interests of the Group during 2024. The
participations were incorporated on 25 November 2022. The share capital of participations
remains unpaid at 31 December 2024, refer to note 26.
Participating interest
Holding %
Place and country of seat
FFF Consult B.V.
100
Heemstede, Netherlands
FFF Finance B.V.
100
Heemstede, Netherlands
FFF Treasury B.V.
100
Heemstede, Netherlands
Carrying amount of participations
2024
2023
Balance at 1 January
300
300
Share of result of participating interests
(100)
-
Balance at 31 December
200
300
23. Cash and cash equivalents
31 December 2024
31 December 2023
Cash and cash equivalents
411,714
564
411,714
564
In the notes to the consolidated financial statements information is included about the
Company’s cash and cash equivalents (Note 3).
Lavide Holding N.V.
50
24. Shareholders’ equity
Reconciliation of movements in capital and reserves
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
Balance at 1 January 2023
2,862,328
72,379,672
(75,130,659)
(216,694)
(105,353)
Changes in financial year 2023
- Appropriation of result 2022
-
-
(216,694)
216,694
-
- Result for the year 2023
-
-
-
(218,586)
(218,586)
Balance at 1 January 2023
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
Changes in financial year 2024:
- Issue of shares
500,000
-
-
-
500,000
- Appropriation of result 2023
-
-
(218,586)
218,586
-
- Result for the year 2024
-
-
-
(322,549)
(322,549)
Balance at 31 December 2024:
3,362,328
72,379,672
(75,565,939)
(322,549)
(146,488)
Differences in equity and profit/(loss) between the Company and consolidated financial
statements
The difference between equity according to the Company balance sheet and equity
according to the consolidated balance sheet is due to the fact that the consolidated
participating interest FFF Treasury B.V. has a negative net asset value but is carried at nil in
the Company balance sheet. No declaration of liability or other securities have been provided
for this Company. In addition, the remaining difference is attributable to gains/(losses) on
intercompany transactions.
Movements in the difference between the Company and consolidated equity and loss in the
financial year are as follows:
31 December 2024
31 December 2023
Equity according to the consolidated financial statements
(149,988)
(323,939)
Add: negative net asset value of consolidated participating interests
3,500
-
Equity according to Company financial statements
(146,488)
(323,939)
Lavide Holding N.V.
51
2024
2023
Loss according to consolidated financial statements
(326,049)
(218,586)
Movement in negative net asset value of consolidated participating
interests
3,500
-
Loss according to Company financial statements
(322,549)
(218,586)
Shareholders’ equity
Refer to Note 4 of the consolidated financial statement for details regarding share capital and
share premium.
The shareholders’ equity according to the Company financial statements are identical to the
corresponding figures in the consolidated financial statements.
Unappropriated result
Appropriation of profit of 2023
The financial statements for the reporting year 2023 have been proposed for shareholders’
adoption during the shareholders’ meeting to be held on 12 May 2025. The loss over the
reporting period 2023 has been deducted from its other reserves.
Proposal for profit appropriation 2024
The financial statements for the reporting year 2023 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2024
will be deducted from its other reserves.
25. Loans and borrowings
In the notes to the consolidated financial statements information is included about the
Company’s loans and borrowing (Note 9).
26. Trade and other payables
31 December 2024
31 December 2023
Payable to related parties
90,750
90,750
Payable to group companies
200
300
Interest payable
18,444
14,140
Other payables
13,352
2,275
122,746
107,465
Lavide Holding N.V.
52
27. Financial instruments
In the notes to the consolidated financial statements information is included about the
Group’s financial instruments (Note 7). The risks, objectives, policies, and processes for
measuring and managing risk, and the management of capital apply also to the Company
financial statements.
Amortised cost
Amortised cost
31 December 2024
31 December 2023
Financial assets
Trade and other receivables
4,344
2,047
Total financial assets
4,344
2,047
Financial liabilities
Loans and borrowings
440,000
219,385
Trade and other payables
122,746
107,465
Total financial liabilities
562,746
326,850
Note: all trade and other receivables are related to the Group.
Lavide Holding N.V.
53
28. Net turnover
The Company did not generate any net turnover in 2024 and 2023.
29. Administrative expenses
2024
2023
Management fee expenses
223,538
133,292
AFM and Euronext expenses
26,259
37,587
Consultancy expenses
41,887
24,094
Office and rental expenses
721
1,329
Travel and subsistence expenses
813
2,585
Other administrative expenses
4,975
3,015
298,193
201,902
30. Finance costs
2024
2023
Interest income
48
41
Total finance income
48
41
Interest expense on loans and borrowings
20,799
13,408
Bank costs
3,505
3,317
Total finance costs
24,304
16,725
Net finance costs
24,256
16,684
31. Tax on result
2024
2023
Tax expense for current financial year
-
-
-
-
In the notes to the consolidated financial statements information is included about the tax
on result (note 11).
54
32. Workforce
The average number of full-time employees (FTE) employed by the Company was 0 (2023:
0).
33. Subsequent events
According to the resolution of the shareholders’ meeting of 14 January 2025, EY Accountants
B.V. was formally appointed as Lavide’s new PIE audit firm licensed to audit the financial
statements of Dutch public interest entities (organisatie van openbaar belang).
Regarding other operational aspects relevant for this annual report: the credit facility with
Kennie Capital B.V. and Crazy Duck B.V. has been ended per 1 January 2025. The
outstanding and drawn amounts have been converted into a loan.
In March 2025, the Company secured a third investment tranche from Haerlem Capital of
500,000 by means of a third tranche of 1,000,000 privately placed B shares. As a result,
Haerlem Capital will hold a total interest of 25.891% in Lavide on 19 March 2025. Haerlem
Capital is temporarily a related party, until further placements whereby their total interest in
Lavide will significantly dilute.
The financial statements were approved by the board of directors and authorised for issue
on [date]. They were signed on its behalf by:
The signing of the annual accounts is drawn up as follows,
______________________
______________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
55
Other information
Statutory regulation on the appropriation of profits.
With regard to the retaining and distribution of dividends, Article 32 of the Company's Articles
of Association stipulate the following:
From the profit made in the last financial year that has elapsed, the preference shares shall
first be distributed on the percentage of the amount compulsorily paid up on those shares,
as referred to below. The percentage referred to above is equal to the average deposit rate
of the European Central Bank, weighted by the number of days for which it applied during
the financial year in respect of which the payment is made, increased by three one-quarters
and increased by the average storage rate, also weighted by the number of days for which it
applied as applied by the largest credit institution in the Netherlands in terms of balance sheet
total at the end of the financial year for which the payment is made. If and to the extent that
the profit is not sufficient to make the full distribution referred to in this paragraph, the deficit
will be paid out from the reserves.
In the event of withdrawal with redemption of preference shares, a distribution shall be made
on the day of redemption on the revoked preference shares, which distribution shall be
calculated as far as possible in accordance with the provisions of paragraphs 1 and 3 and
over time to be calculated over the period from the day on which a distribution as referred to
in paragraphs 1 and 3 was last made or if the preference shares were made after the such a
day: from the day of placement until the day of reimbursement, all this without prejudice to
the provisions of Section 2:105(4), of the Dutch Civil Code.
If, in any financial year, the profit or distributable reserves are not sufficient to make the
distributions referred to in this Section, the provisions of the first two sentences of paragraph
1 above and the provisions of paragraph 4 shall not apply in the following financial years until
the deficit has been made up.
The Board of Directors shall determine, subject to the approval of the Supervisory Board,
what part of the remaining profit will be reserved after application of the provisions of the
previous paragraphs. The remaining profit after reservation is at the disposal of the General
Meeting. If the General Meeting decides to distribute all or part as referred to in the previous
paragraph, this shall be done to the holders of shares A and B shares in proportion to their
holdings of shares A and B, without prejudice to the provisions of paragraph 4 of Article 33
of the Articles of Association.
The Company can only make distributions to shareholders and other persons entitled to
distributable profits to the extent that its equity capital exceeds the amount of the paid-up and
called part of the capital plus the reserves that must be held by law.
In line with the latest version of the Company’s articles of association, resolutions of the
General Meeting to cancel reserves in whole or in part require the approval of the Board of
Directors and the Supervisory Board.
EY Accountants B.V.
Boompjes 258
3011 XZ Rotterdam, Netherlands
Postbus 2295
3000 CG Rotterdam, Netherlands
Tel: + 31 88 4 07 10 0 0
Fax: +31 88 407 89 70
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EY Accountants B.V. is a private limited liability company with registered office and principal place of business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and registered with the
Chamber of Commerce number 92704093. Our services are subject to general terms and conditions, which inter alia contain a limitation of liability clause and a choice of forum.
Independent auditor’s report
To: the shareholders and supervisory board of Lavide Holding N.V.
Report on the audit of the financial statements 2024 included in
the annual report
Our opinion
We have audited the accompanying financial statements for the financial year ended 31 December 2024 of Lavide
Holding N.V. based in Amsterdam, the Netherlands.
The financial statements comprise the consolidated financial statements and the separate financial statements.
In our opinion:
The consolidated financial statements give a true and fair view of the financial position of Lavide Holding N.V. as
at 31 December 2024 and of its result and its cash flows for 2024 in accordance with IFRS Accounting Standards
as adopted in the European Union (IFRS Accounting Standards) and with Part 9 of Book 2 of the Dutch Civil Code
The separate financial statements give a true and fair view of the financial position of Lavide Holding N.V. as at
31 December 2024 and of its result for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
The consolidated statement of financial position as at 31 December 2024
The following statements for the year 2024: the consolidated statements of comprehensive income, changes in
equity and cash flows
The notes comprising material accounting policy information and other explanatory information
The separate financial statements comprise:
The separate statement of financial position as at 31 December 2024
The separate statement of profit and loss for the year 2024
The notes comprising a summary of the accounting policies and other explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the Our responsibilities for the audit of the financial
statements section of our report.
We are independent of Lavide Holding N.V. in accordance with the EU 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 assurance-opdrachten (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 for professional accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Page 2
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming
our opinion thereon. The following information in support of our opinion and any findings were addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Our understanding of the business
Lavide Holding N.V. (‘the company, or, together with its consolidated subsidiaries, the group’) is a stock-listed
holding which did not have any (business) operations in 2024. We paid specific attention in our audit to a number of
areas driven by the operations of the group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement of the financial
statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Materiality
Materiality
3,000 (2023: € 2,000)
Benchmark applied
1% of administrative expenses for 2024 (rounded)
Explanation
Based on our professional judgement and our perception of the financial
information needs of the users of the financial statements, a benchmark of 1%
of administrative expenses is an appropriate quantitative indicator of
materiality as, absent any (business) operations in 2024, administrative
expenses best reflect the financial performance of the company.
We determined materiality consistent with prior financial year.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for
the users of the financial statements for qualitative reasons.
We agreed with the supervisory board that misstatements in excess of 150, which are identified during the audit,
would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
The company has three wholly owned subsidiaries that were incorporated on 25 November 2022 and did not have
any (business) operations. The financial information of this group is included in the financial statements.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence
regarding the financial information of the entities or business units within the group as a basis for forming an
opinion on the financial statements. We are also responsible for the direction, supervision, review and evaluation of
the audit work performed for purposes of the group audit. We bear the full responsibility for the auditors report.
Based on our understanding of the group and its environment, the applicable financial framework and the group’s
system of internal control, we identified and assessed risks of material misstatement of the financial statements and
the significant accounts and disclosures. Based on this risk assessment, we determined the nature, timing and
extent of audit work performed, including the entities or business units within the group (components) at which to
perform audit work. For this determination we considered the nature of the relevant events and conditions
Page 3
underlying the identified risks of material misstatements for the financial statements, the association of these risks
to components and the materiality or financial size of the components relative to the group.
We performed the audit work ourselves for all significant accounts of the company.
This resulted in a coverage of 100% of administrative expenses and 100% of total assets.
For the three subsidiaries, we performed specified audit procedures and analytical procedures to corroborate that
our risk assessment and scoping remained appropriate throughout the audit.
By performing the audit work mentioned above at the entities or business units within the group, together with
additional work at group level, we have been able to obtain sufficient and appropriate audit evidence about the
group’s financial information to provide an opinion on the financial statements.
Teaming and use of specialists
We ensured that the audit team included the appropriate skills and competences which are needed for the audit of
a listed client. We included income tax specialists.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-
compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial
statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. 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.
Our audit response related to 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 the company and its environment and the components of the system of
internal control, including the risk assessment process and the board of directors’ process for responding to the
risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as
well as the outcomes.
We refer to Section Risk Management of the annual report for the board of directors’ risk assessment after
consideration of potential fraud risks.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting
fraud and misappropriation of assets. We evaluated whether these factors indicate that a risk of material
misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit
procedures and evaluated whether any findings were indicative of fraud or non-compliance.
We addressed the risks related to management override of controls, as this risk is present in all organizations. For
these risks we have, among other things, performed procedures to evaluate key accounting estimates for
management bias that may represent a risk of material misstatement due to fraud, in particular relating to
Page 4
important judgment areas and significant accounting estimates as disclosed in note 2.(d) Use of judgments and
estimates of the Notes to the consolidated financial statements.
We have also used data analysis to identify and address high-risk journal entries and evaluated the business
rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties.
We considered available information and made enquiries of members of the board of directors and the supervisory
board.
The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud
or suspected fraud potentially materially impacting the view of the financial statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations
that have a direct effect on the determination of material amounts and disclosures in the financial statements.
Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could
reasonably be expected to have a material effect on the financial statements from our general industry experience,
through discussions with the board of directors, reading minutes, and performing substantive tests of details of
classes of transactions, account balances or disclosures.
We also inspected correspondence with regulatory authorities and remained alert to any indication of (suspected)
non-compliance throughout the audit. Finally, we obtained written representations that all known instances of non-
compliance with laws and regulations have been disclosed to us.
Our audit response related to going concern
The board of directors made a specific assessment of the companys ability to continue as a going concern and to
continue its operations for the foreseeable future. As disclosed in section Going concern in 1.(c) of the Notes to the
consolidated financial statements, capital contributions made by Haerlem Capital in accordance with the
Subscription Agreements provide the company with the funds required continue its operations for the foreseeable
future. The financial statements have been prepared on a going concern basis.
We discussed and evaluated the specific assessment with the board of directors exercising professional judgment
and maintaining professional skepticism. We inspected the Subscription Agreements with Haerlem Capital and the
capital contributions realized in the last quarter of 2024 and the first quarter of 2025. We considered whether the
board of directors’ going concern assessment, based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, contains all relevant 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 auditors report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going concern. Our
conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events
or conditions may cause a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements. As the company had no (business) operations in 2024 and, based our risk assessment, there
are no matters that required significant auditors attention, we determined that there are no key audit matters to
communicate in our auditors report, consistent with prior financial year.
Page 5
Report on other information included in the annual report
The annual report contains other information in addition to the financial statements and our auditors report
thereon.
Based on the following procedures performed, we conclude that the other information:
Is consistent with the financial statements and does not contain material misstatements
Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and
the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b
and 2:145 sub-section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the
financial statements or otherwise, we have considered whether the other information contains material
misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section
2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
substantially less than the scope of those performed in our audit of the financial statements.
The board of directors is responsible for the preparation of the other information, including the management report
in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of
the Dutch Civil Code. The board of directors 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 sub-section 2 of the
Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were appointed by the general meeting as auditor of Lavide on 14 January 2025, as of the audit for the year
2023 and have operated as statutory auditor ever since that date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
European Single Electronic Reporting Format (ESEF)
The company 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 the XHTML format, including the (partially) marked-up consolidated
financial statements as included in the reporting package by the company, complies in all material respects with the
RTS on ESEF.
The board of directors is responsible for preparing the annual report, including the financial statements, in
accordance with the RTS on ESEF, whereby the board of directors 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.
Page 6
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N,Assurance-
opdrachten 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 companys 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, has 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.
Description of responsibilities regarding the financial statements
Responsibilities of the board of directors and the supervisory board for the financial
statements
The board of directors is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS Accounting Standards and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the board of
directors is responsible for such internal control as the board of directors determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the board of directors is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the board
of directors should prepare the financial statements using the going concern basis of accounting unless the board of
directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The board of directors should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all
material misstatements, whether due to fraud or error during our audit.
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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the
effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in
accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The
Page 7
Information in support of our opinion section above includes an informative summary of our responsibilities and
the work performed as the basis for our opinion.
Our audit further included among others:
Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient
and appropriate to provide a basis for our opinion
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
companys internal control
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the board of directors
Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
Evaluating whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation
Communication
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 findings in internal control that we identify during our
audit. In this respect we also submit an additional report to the supervisory board 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 auditors 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 safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those matters
that were of most significance in the audit of the financial statements. 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, not communicating the matter is in the public interest.
Amsterdam, 25 April 2025
EY Accountants B.V.
Signed by P. Sira
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