Annual report 2025
Value8 N.V.
€11.31
€0.48
2025
2008
1. Value8 invests in growing SMEs
5
Profile & Mission
Objectives & realisation
Unique selling points
2. Financial report - Introduction
3. Investment portfolio: Several divestments
4. Financial results
5. Four largest holdings
Morefield
Renewi
Ctac
Almunia
6. Other listed companies and investments
IEX
MKB Nedsense
Building materials
1.
Value8 invests in growing SMEs
2. Financial report - Introduction
3. Investment portfolio: Strong increase
4. Large transactions
5. Financial results
3
4
6
8
10
7. Other listed companies and investments
8. Private companies
9. Share capital and dividend
10. Fourteen years of consecutive dividends
11. Staff and organisation
13
15
16
17
18
12. Investment and financing
13. Outlook 2026
14. Report of the supervisory board
15. Risk factors
16. Share structure and legal structure
19
20
21
25
30
17. Corporate governance
33
18. Personalia
37
19. Board of Directors Statement
39
Table of contents
6. Largest investments (all listed)
11
20.
Glossary
21.
Financial statements
40
41
5
CEO Message
Value8 invests
in growing
SMEs
Financial report -
Introduction
Dear Value8 shareholders,
It is with great pleasure that we inform you about the
development of our investment portfolio in 2025.
Our portfolio grew by 26.9%. As a result of the
successful takeover bid for Renewi by Maquarie, we
divested our 2.4% stake in Renewi. A special dividend
payment by Kersten Hulpmiddelen allowed Morefield
Group to repay part of the existing loan to Value8.
The proceeds of these two transactions were used to
further strengthen our portfolio. Firstly, Morefield
acquired Naviva Kraamzorg, a leading company in
Dutch maternity care. Secondly, we took a 5%+ stake
in the German leisure vehicle company Knaus Tabbert
in Q3. Most of the proceeds were invested in a
majority stake in IT company Ctac, in which Value8
already had a 29% stake.
We started investing in Ctac in April 2020 and
increased our stake in steps to 67%. Ctac is a key
player in IT services for medium-sized Dutch
companies. Our aim is to help the company grow
further.
Value8 now owns majority stakes in three listed
companies with over 100 employees:
· Morefield Group: healthcare;
· Ctac: IT services;
· Almunda Professionals: independent professionals for
health care, and consultants for IT, financial services
and the energy sector.
These companies are mainly active in growing sectors
like healthcare and IT. Sectors that benefit from the
structural tailwinds of an aging population and the
constant need for further digitalisation.
We are happy with the 2025 performance of our
companies, which has resulted in an increase of the
company’s equity and in an increase of the NAV from
€ 9.86 to € 11.31 per share.
We thank all employees at the companies, those at the
central Value8 organisation, the managers of our
companies, and our business partners and associates
for contributing to Value8's prosperous development.
We will do our best to extend Value8’s growth
trajectory in 2026 and beyond.
CEO Message
Value8 | Annual Report 2025
2
Profile & mission
Objectives & realisation
Value8 NV (hereafter: Value8) is a listed investment
company that specialises in small caps and small and
medium-sized enterprises (SMEs). Our mission is to
support these companies in achieving their growth
objectives. We provide venture capital to finance
their expansion and facilitate access to stock
exchange listings. Our listing offers retail and
institutional investors the opportunity to make
diversified investments in the small-cap segment.
The combination of investing in unlisted SMEs (in the
segment with enterprise values of € 10 million plus)
and listed small caps offers diversification and risk
reduction, as well as the flexibility to switch between
the two segments if one has better prospects or is
significantly undervalued.
Value8’s primary objective is to create long-term
value for our shareholders. Corporate social
responsibility and sustainability are integrated into
our policies and strategy. To measure value
creation, we track the development of net asset
value per share, which we expect to be reflected in
the long-term performance of Value8’s share price.
Since its launch on 24 September 2008, Value8’s net
asset value has grown from € 0.41 per share to
€ 11.31 at the end of 2025. This increase was driven
by successful investments, business expansion, and
add-on acquisitions. In addition, dividends have
been distributed over the years, as shown in chapter
10.
Dividend since 2011
1. Value8 invests in growing SMEs
Value8 | Annual Report 2025
3
Value8 invests
in growing
SMEs
Financial report
- Introduction
Investment portfolio:
Strong increase
0.075
0.100
0.120
0.140
0.150
0.160
0.150
0.150
1.300
0.460
0.170
0.180
0.190
0.200
0.210
2006: 3% stock dividend
2019: €1,05 superdividend
2020: repayment €0,30,
2025: proposal €0,21
In EUR per ordinary share
Economic growth in 2025 remained relatively low
(1.7%), with the Dutch economy close to the
average. The US economy grew, once again, at a
higher pace (4.3% in Q3), confirming the long-
term European underperformance.
In many ways, 2025 was a year of AI-expansion. Big Tech heavily invested in AI to be or
remain in the forefront of this trend. This benefited chipmakers such as NVIDIA, as well
as companies that build or rent data centres, and those that provide the necessary
products or services.
US tech stocks continued their outperformance in 2025. The Nasdaq 100 gained more
than a quarter, closing at 25,249.85 (+25.9%). The S&P 500 closed the year at 6,845.50,
up 16.4% from its 2024 close. The Dow Jones rose 13% to finish 2025 at 48,063.29. But
the most important driver of these gains remained AI and the performance of the so-
called Magnificent Seven stocks. With average gains of 27.5% over 2025, the Magnificent
Seven accounted for a significant portion of the gains in both the S&P 500 and Nasdaq.
In line with the US, European shares performed well in 2025. The Eurostoxx 600 gained
16.6%. The German DAX index rose by 22.9%, performing strongly despite the lacklustre
state of the German economy. The best performers were Rheinmetal (shares up 153.2%)
and Siemens Energy (shares up 140.2%).The FTSE 100, the London Stock Exchange's
main index, saw a 16% rise. The French CAC 40 Index was impacted by the performance
of luxury shares and car companies and recorded a moderate gain of 10,4%.
Inflation: Still Above Target
Inflation in the Eurozone stood at 2.1% in November 2025, close to the 2% target. In
the Netherlands, inflation was clearly above the target level at 2.9% (2024: 3.2%). US
stocks performed well in 2025 despite a significant drop in share prices after the
announcement of tariffs in April. Markets recovered after the tariff measures were
softened. When the Federal Reserve started lowering interest rates, shares rose
further.
2. Financial report - Introduction
Value8 | Annual Report 2025
4
Financial report
- Introduction
Investment
portfolio: Strong
increase
Large transactions
Dec-25
Dec-24
in %
AEX
951.29
878.63
+8.3%
AMX
927.35
835.18
+11.0%
AScX
1,550.55
1,297.53
+19.5%
S&P 500
6,845.50
5,881.63
+16.4%
Dow Jones
48,063.29
42,544.22
+13.0%
Nasdaq 100
25,249.85
20,550.67
+25.9%
10y NL Yield
2.97%
2.61%
+13,8%
Financial report
- Introduction
Investment
portfolio: Strong
increase
Large transactions
Outlook for 2026
The macroeconomic trends observed in 2025 are expected to continue into
2026 with steady growth in the US, low growth in Europe, and inflation
trending towards target levels.
Dutch Markets: Small caps excell
The AEX index performed well, but less than its
European peers, closing the year at 951.29 (+8.3%). The
best performers were the financials, led by banks ING,
ABN Amro, followed by insurers ASR and NN Group.
Mid-cap companies (AMX) ended the year at 927.35
(+11.0%). The AScX (small-cap) index closed at 1,550.55
(+19.5%). The best-performing company on Euronext
Amsterdam was Theon (+113.0%).
Value8 | Annual Report 2025
5
Investment portfolio
value
(in EUR Million)
139.6
2024: 110.0
Listed
investments
119.0 (85.3%)
Private
investments
17.5 (12.5%)
Top 3 equity
investments
(in Million)
Morefield: €33.6
Ctac: €29.0
Almunda: €11.6
3. Investment portfolio: Strong increase
Investment
portfolio: Strong
increase
Large transactions
Financial results
Value8 | Annual Report 2025
6
In 2025, the value of
our investment portfolio increased
from € 110.0 million to € 139.5 million. This increase was
fuelled by the additional investment in Ctac NV, the
acquisition of Naviva Kraamzorg BV by Morefield, and a
new 5% stake in Knaus Tabbert AG. Another factor was
the increase in stock prices of most of our listed
investments. The next paragraph describes the main
transactions in 2025 in more detail.
By year end 2025, 85.3% of our portfolio was invested in
listed companies. This percentage is split between equity
(70.6%), warrants (2.9%) and loans to these listed
companies
(11.8%). Private company investments
accounted for € 17.5 million or 12.5% of the portfolio.
47.5%
Healthcare
11.8%
Other
21.0%
Technology
8.1%
Financial services
6.6%
Building materials
5.0%
Leisure
Sector classification at year-end 2025
Value8 | Annual Report 2025
7
Investment
portfolio: Strong
increase
Large transactions
Financial results
Our portfolio remains well-diversified across key industries, reducing overall
investment risk. The most important sector is healthcare (47.5% of the portfolio),
followed by technology (21.0%), financial services (8.1%), building materials (6.6%)
and leisure (5.0%).
On a company basis, the largest five listed equity investments are:
Morefield Group NV:
€ 33.6 million
Ctac NV: € 29.0 million
Almunda Professionals NV: € 11.6 million
MKB Nedsense NV: € 9.1 million
Knaus Tabbert AG: € 7.0 million
In 2025, we continued to focus on strengthening our companies. We build strength by
developing and executing long term strategic plans with our management teams to
improve products, services, and market positions. The aim is to grow our companies
organically with healthy margins. On top of that, we continue to look for attractive
add-on acquisitions.
In the following sections, we will focus on Value8's largest transactions, financial
results, and the development of our investments.
Renewi offer ends successful investment in a recycling company
Value8 was a shareholder in recycling group Renewi for almost five years. The first
purchases date from October 2020 at prices (corrected for a reverse split) between
£ 2 and £ 2.50 per share. We saw the contribution Renewi makes to a more
sustainable economy as an important driver. The company has a strong position in
waste management in the Benelux and had – despite some difficult challenges –
robust turn-around potential. Thanks to the solid leadership – under CEO Otto de
Bont – the company sharpened its strategy and restored profitability.
In November 2024, Australia’s Macquarie launched its second public offer. On June
6, 2025, Macquarie received permission to acquire Renewi. The offer price of £ 8.70
per share was received at the end of June. As a result of this transaction, Value8
received approximately £ 16 million in cash (equivalent to approximately € 19
million based on the exchange rate at the time of receipt). We are satisfied with the
offer price received, although we would have liked to remain a shareholder in this
successful recycling company for longer.
Refinancing at Kersten Hulpmiddelen (Morefield)
Kersten Hulpmiddelen (part of Morefield Group) has grown significantly in
recent years. In five years, turnover has risen from €34.7 million (2019) to €107
million in 2024. As this growth requires additional capital, Kersten initiated a
refinancing process in the second quarter of 2025.
In July 2025, a new financing agreement with ABN Amro and Deutsche Bank was
announced for a maximum of € 66 million. This provides Kersten with ample
resources to finance its further growth. In this context, a dividend of € 10 million
was paid, of which € 8 million was paid to Morefield Group.
Ctac stake raised from 29 to 67 percent
Value8 has been a shareholder in
IT service provider Ctac for more than five
years. By year-end 2024, Value8 owned 29% of the shares. When
the
opportunity arose in March 2025 to acquire a stake of close to 10% at € 3.50,
Value8 decided to do so. In the following months, Value8’s stake was increased
to 49.7% of the shares.
By crossing the 30 percent mark, Value8 had the obligation to launch a
mandatory public offer. Value8 offered an amount of € 3.39 per share, being the
highest price paid (€ 3.50) minus the 2024 dividend (€ 0.11).
At the end of the offering period, 2.4 million shares were offered in the
mandatory bid, bringing Value8's total stake to 9.4 million shares. That equals
67% of the total number of outstanding shares. In 2025, Value8 invested
approximately € 19.0 million in Ctac in sequential transactions.
Large transactions
Financial results
Large investments
This paragraph describes the most important transactions of 2025. We also include transactions regarding companies in
which Value8 holds a majority interest.
4. Large transactions
Value8 | Annual Report 2025
8
Morefield acquires Naviva Kraamzorg
In May 2025, Morefield Group finalised its acquisition of 100% of the shares of Naviva Kraamzorg BV after receiving approval
from the Dutch Healthcare Authority (NZa) and the Netherlands Authority for Consumers and Markets (ACM).
With over 1,300 maternity nurses, Naviva is one of the largest maternity care organizations in the Netherlands. The company
provides maternity care to 20,000 families per year, throughout almost the entire country. Naviva is a leader in innovative
maternity care and is known as a good employer within the sector. In 2024, Naviva’s turnover reached € 57 million.
Following the acquisition of Kersten Hulpmiddelen in 2022, Morefield added a second healthcare division to the group.
Value8 played a supporting role in financing this acquisition by providing a € 6 million bridge loan. This loan was repaid by
Morefield in 2025. Repayment was made possible by the € 8 million dividend payment received from Kersten.
Reverse listing Treasury BV
On 3 September 2025, MKB Nedsense announced the intended reverse listing
of Treasury BV, as a result of which the company would be transformed into a
so-called bitcoin treasury holding company. The proposed transaction included:
the sale of MKB Nedsense's investments (Axess, GNS Brinkman, Almunda
and TIB-TEC) to Value8 for € 8.7 million
a dividend payment of € 0.0435 per share
the contribution of at least € 126 million in bitcoin, paid in shares
a reverse share split
a name change to Treasury NV
changes to the Board of Directors and the Supervisory Board
At the shareholder meeting on 23 October 2025, the proposed transaction was
supported by more than 99.9% of the votes. On 22 December 2025, MKB
Nedsense informed shareholders the process was delayed and certain
conditions for the transaction had not been, or had not yet been, met. On 12
February 2026, MKB Nedsense informed shareholders that the transaction
would not proceed because the AFM did not approve the business structure of
Treasury BV. For more information, please refer to the section ‘Events after the
reporting period’.
New investment: 5% stake in Knaus Tabbert AG
Knaus Tabbert AG is a leading German manufacturer of leisure vehicles such as
caravans and motor homes. Key brands are Knaus, Tabbert, Weinsberg, T@B, and
Morelo. The company is listed on the Frankfurt stock exchange. The new
management team, which took office in November 2024, is fully committed to
restructure and revitalize the company. They have put the focus on reducing the
inventory position, cost reduction and more efficient production with fewer models.
From a financial perspective, this should lead to improved operating profitability
and a reduction of the financial debt. After the publication of the half year figures,
we decided to buy a 5% stake in Knaus Tabbert AG. This investment fits within the
leisure segment, in which we were previously invested via SnowWorld.
We see the leisure vehicle market as a growth market, as more people are buying
caravans or motor homes for recreation. Moreover, we believe that - if management
can successfully complete the turnaround - Knaus Tabbert can achieve significantly
better operating results. In the short term, large inventories lead to challenging
market conditions in this sector. We paid an average of around € 16.50 per share,
bringing the investment to around € 9.0 million. We look beyond 2025 and have
strong confidence in the company, the management team, and its prospects for
value growth.
Large transactions
Financial results
Large investments
Value8 | Annual Report 2025
9
Fnancial results
Largest investments
Other listed companies
and investments
Net equity rises to € 119 milion
In the 17
year of its existence, Value8 continued its
long-term growth trajectory with a healthy net profit and
a significant rise in net equity and net asset value per
share.
th
Total operating income more than doubled from € 9.6 to
€ 20.4 million. Interest income was € 1.1 million, and
dividend income roughly halved, compared to 2024, to €
1.8 million. The increase in fair value was € 17.4 million
(2024: € 3.9 million), consisting of increases in the value
of listed interests (€ 13.2 million), private equity interests
(€ 1.4 million), and derivative instruments (€ 2.8 million).
Morefield made the largest contribution to the value
increase of the listed investments. The continued growth
at Kersten and the acquisition of Naviva were reflected in
a higher share price.
After deducting organisational costs (€ 2.1 million
compared to € 1.8 million in 2024), depreciation and
income taxes (€ 0.6 million compared to € 0.1 million in
2024) and financial expenses
(€ 0.8 million compared to
€ 0.5 million in 2024), Value8 reports a net result of € 16.9
million (2024: € 7.1 million).
Net equity rose by 15.7% from € 103.0 to € 119.2 million.
After deduction of the preference shares, net equity
attributable to ordinary shareholders rose from € 94.7 to
€ 108.6 million. The net asset value per share rose by 14.7%
from € 9.86 to € 11.31. Including the dividend of € 0.20, the
total increase in net asset value amounts to 16.6%.
In 2025, our investment portfolio grew from € 110.0 to
€ 139.6 million, an increase of 26.9%. Besides the additional
investments in Ctac (including the mandatory public offer)
and Morefield (Naviva Kraamzorg), Value8 acquired a 5%
stake in leisure-vehicle maker Knaus Tabbert AG. These
investments were financed by the proceeds of the Renewi
sale, a refinancing dividend at Kersten and an increase in
net debt.
By year-end, interest paying net debt stood at € 17.9
million. The balance sheet remains very strong. Value8’s
solvency is still very strong at 85.4%, albeit somewhat lower
than the high level at year-end 2024 (93.6%).
Value8 | Annual Report 2025
10
5. Financial results
Investment portfolio value
(in EUR Million)
139.6
2024: 110.0
Total operating
income
(in EUR Million)
20.4
2024: 9.6
Net Equity
(in EUR Million)
119.2
2024: 103.0
Net Asset Value
EUR
per share
11.31
2024: 9.86
Morefield: Naviva acquisition accelerates growth
For Morefield Group 2025 was another year of growth. Two important developments – the acquisition of Naviva and the
refinancing at Kersten – have already been addressed in paragraph 4 (Large transactions). During the first half of the year, turnover
grew from € 52.4 million to € 61.2 million. The results of Naviva Kraamzorg, acquired in May 2025, were only included from the
month of June onwards. The growth at Kersten was partly due to the addition of new WMO municipalities (Social Support Act).
With new contracts, the costs precede the benefits. This applies both to investments in the organization (additional staff) and to
the utilization rate of resources, which will get back to normal levels in the first few months after the acquisition. In addition to the
above-mentioned effect of new WMO contracts, Kersten is facing higher personnel and transport costs. Due to the lower share
price of Almunda Professionals, the value of Morefield’s 19% stake in that company decreased by € 0.5 million. Given the received
dividends (€ 0.2 million) the total impact for 2025 is € 0.3 million negative.
On February 27, Morefield issued a press release on the preliminary results for 2025. For the full year, Morefield Group expects
turnover of at least € 160 million, including the 7 months contribution from Naviva Kraamzorg. For the whole group EBITDA, EBIT,
net profit, and earnings per share are expected to increase compared to the 2024 figures. Morefield's share price rose in 2025 by
49.5% from € 0.515 to € 0.770. As a result of the Morefield Group share price increase, the value of the equity stake in Morefield
has grown to € 33.6 million. In addition, Value8 provided a loan to Morefield and holds 16 million warrants.
Ctac: modest growth in first three quarters
IT service company Ctac showed modest growth in the first three quarters of 2025. On 23 October, Ctac announced that over the first nine months of 2025 revenue
growth of 1.8% was realised. Net profit amounted to € 2.5 million (Q1-Q3 2024: € 2.2 million).
In 2025, the sector was impacted by geopolitical unrest that caused caution
and delays in investment decisions by (potential) clients. On the positive side, Ctac saw an increase in demand for its sovereign cloud solution, which offers clients the
possibility to host their data in the Netherlands under full national control. During 2025 Ctac renewed its technological backbone by implementing a new enterprise
resource planning (ERP) system. As a preferred partner in the digitalisation processes of its customers, Ctac supports its clients in implementing AI solutions.
Ctac's share price rose in 2025 by 2.7% from € 2.98 to € 3.06. Including the dividend of € 0.11 per share, the total return for 2025 is 6.4%. Value8 has been a major
shareholder of Ctac since April 2020 and supports the management's strategy aimed at profitable growth. In 2025, Value8 raised its stake from 27% to 67%. At the closing
price of 2025, the Ctac investments represents a value of € 29.0 million, making it the second largest investment in our portfolio.
Largest investments
Other listed
companies and
investments
Private companies
Value8's largest investments are listed investments. The valuation of these investments is based on the share price. Since the annual results of these companies have not yet been
published and their annual accounts 2025 have not yet been audited, we provide the highlights of the developments during 2025 as published by the companies themselves.
6. Largest investments (all listed)
Value8 | Annual Report 2025
11
Mixed picture at Almunda Professionals
During the first half of 2025, Almunda Professionals’ turnover decreased from € 14.6 to € 13.1 million and EBITDA declined to € 1.7 million (2024: € 2.7 million). Almunda’s
largest activity is PIDZ (platform for self-employed professionals in healthcare). PIDZ helps healthcare institutions find self-employed professionals and offers temporary
workers in addition to self-employed professionals.
The performance of PIDZ was affected by the lifting of the enforcement moratorium on the DBA Act and the resulting reluctance among clients to hire self-employed
professionals. The DBA Act is the Wet deregulering beoordeling arbeidsrelaties, the Act on the deregulation of the assessment of employment relationships. In response,
PIDZ expanded its services this year to include temporary staffing, in addition to the existing matching model. In addition, € 1.5 million was invested in improving the digital
platform. PIDZ's revenue fell in the first half of the year to € 5.7 million, with a decent EBITDA level of € 1.6 million (2024: € 2.7 million).
At Almunda Professionals, the decline at Novisource was offset by growth at ICE. In a nutshell, Almunda expects Novisource to show recovery in 2026, PIDZ is adjusting its
business model and ICE is performing well. On October 1
, Almunda Professionals announced it strengthened its position in interim professionals and recruitment in the
energy sector with the acquisition of a 70% stake in kWh Management.
st
MKB Nedsense reports NAV of 8.7 euro cents
MKB Nedsense invests in smaller SMEs in the segment of up to € 10 million.
In 2025, the portfolio consisted of stakes in four
companies: Axess (platform lifts), GNS Brinkman (fire protection, roller shutters), Almunda Professionals (consultancy) and TIB-
TEC (early-stage green hydrogen). At the end of 2025, the portfolio included two 100% owned companies and two minority
stakes. The operational companies in Zaandam (Axess and GNS Brinkman) are expected to report a turnover of around € 7
million, with an EBITDA of around € 0,5 million. The two companies are debt free and produce good cashflows. The value and
cash created by Axess and GNS Brinkman were more than offset by the write-down on TIB-TEC (now valued at € 0,1 million)
and the negative performance of Almunda Professionals. In October 2025, MKB Nedsense communicated an estimated NAV
of € 0.08.7 per share.
On 3 September 2025, MKB Nedsense announced the intended reverse listing of Treasury BV. For more information on the
intended and not effectuated transaction of Treasury BV, please refer to page 9 of this Annual Report.
In 2025 the share price of MKB Nedsense rose by 151.9% from €0.0675 to €0.17.
Largest investments
Other listed
companies and
investments
Private companies
Value8 | Annual Report 2025
12
Hawick Data NV (previously: IEX Group NV)
After the divestment of the operational activities of IEX
Group NV in December 2024, the company was renamed
Hawick Data NV in 2025. During 2025, shareholders were
consulted on the use of the divestment proceeds. Part of
the shareholders preferred to continue investing to
increase shareholder value. Others preferred a buyback of
shares. The company announced it was willing to launch a
buyback plan at € 2.35 per share.
During the fourth quarter, several shareholders opted for
a direct transaction in which they sold their shares for the
same price. As a result, the shareholder structure
changed. Value8 increased its stake at the beginning of
2026 to 50.3%.
In 2025 the share price decreased
by 1.9% from € 2.16 to
€ 2.12.
Other listed
companies and
investments
Private companies
Share capital and dividend
Cumulex NV
In 2025, Cumulex was approached by four
companies interested in a reverse listing or a
merger. These talks have not resulted in an
acceptable proposal for Cumulex and its
shareholders.
Other listed investments
The smaller stakes in listed companies
(totalling €2 million at year-end 2025) mainly
consist of positions in Socfinaf, Lacroix and
MPH Health Care. The shares Socfinaf doubled
in 2025, while Value8's share in Lacroix reduces
by two-thirds.
5% stake in Knaus Tabbert
Knaus Tabbert had a difficult year. In Q3 2024 Knaus
Tabbert was facing several challenges, with high
inventories, rising debt and overcapacity. A
completely new management team took over in
November 2024.
In 2025 the company posted lower turnover, but was
able te generate substantial cash. For the full year
Knaus Tabbert expects approximately 1 billion
turnover and an EBITDA margin between 3.4% and
5.2 %.
The share price ended 2025 at €12.70.
7. Other listed companies and investments
Value8 | Annual Report 2025
13
In 2025, the two investments in wood
and building materials faced
challenging market conditions. Value8
has a 0.5% stake in TABS Holland and
a 25% stake in Concordia Holding.
Other listed
companies and
investments
Private companies
Share capital and dividend
Stable results for TABS and Concordia
ERP implementation puts Concordia’s 2025 results under pressure
Concordia Holding (building materials, 25%) had a challenging 2025, mainly due to the
implementation of the new D365 IT system. The introduction of this ERP system has led to operational
disruptions, additional work pressure for employees, and higher costs due to the temporary
deployment of staff and external consultants. By the end of 2025, processes were stabilized.
Commercially, the foundation remains solid. Order intake at Keuken & Bad and Primo Keukens is
growing and new branches, including Primo Hoogeveen, are in preparation. Financially, Concordia is
in good shape, with a strong balance sheet, sufficient liquidity, and high solvency. In 2025, In its
quarterly update to stakeholders ‘Concordia Actueel’ management reported € 135 million in revenue
for 2025, representing an increase of more than € 10 million compared to 2024. Net profit decreased
slightly to €3.2 million, primarily due to the implementation of the new ERP system at Bouwcenter.
Although results for 2025 and early 2026 are under pressure, management expects that the current
investments will lead to structural efficiency improvements and a future-proof organization. Given the
strong track record of the company Value8 expects a recovery in profitability at Concordia in 2026.
Stable results and new CEO for TABS Holland
TABS Holland NV reported solid half-year results for 2025, reflecting a stable performance in a
challenging market environment. Half year turnover grew 1% to € 456 million (was: € 451 million). The
operational profit and net profit were stable at € 26 and € 19 million. Despite ongoing cost pressures
and cautious demand in parts of the construction sector, the company maintained a resilient
operational base and continued to focus on efficiency, integration, and long-term value creation.
Investments in systems, logistics, and organisational alignment are progressing as planned and are
expected to strengthen control and scalability going forward.
In parallel, TABS Holland announced the appointment of Andries Govaert as Chief Executive Officer
and Chairman of the Executive Board, effective 1 February 2026. Andries Govaert succeeds Bert van
Veldhuizen, with CFO René van ’t Hof having led the company on an interim basis.
Building materials
Value8 | Annual Report 2025
14
Private companies
Share capital and
dividend
Fourteen
years of consecutive
dividends
AA Circular BV
(demolition services, 65%). AA Circular
is still facing considerable headwinds and delays of
important projects. At the cost level, higher wages and
increased transportation costs weigh on the company’s
margins. Nevertheless, AA Circular was able to reach a
similar turnover as in 2024 (close to € 8 million) and an
expected – below budget – EBITDA of around € 0.4
million. The operational cashflow does allow the
company to repay the takeover financing.
BK Group BV
(financial services, 100%). Turnover of BK
Group grew in 2025 to € 3.7 million. BKGI and Fintis
account for approximately 60% of turnover. EBITDA
increased to more than € 0.3 million. BK Group
prioritises margin improvement and intends to reduce
low margin services. For 2026 BK has budgeted a lower
turnover and a stable to higher EBITDA. BK Group is
actively looking at opportunities to scale up.
Deal Value Group BV
(M&A-platform, 33%), the
holding company owning Brookz and Dealsuite,
continued to grow in 2025. Sales rose from € 5.7 to
€ 6.7 million. Dutch operation Brookz has been
profitable for several years.
Dealsuite is, due to investments in other European
markets, still loss-making.
The combined entity passed
the EBITDA breakeven level in 2025.
EBITDA improved
from -€ 0.4 million to +€ 0.4 million in 2025. For 2026,
Deal Value8 Group aims at further growth in turnover
and EBITDA. In 2025, Value8 increased its shareholding
from 31% to 33%.
PAVO Zorghuizen BV
(care homes for the elderly,
100%) continued its strong performance in 2025. The
occupancy rate remained high. Annual turnover grew
to €2.6 million, resulting in an EBIT of €0.3 million. In
2025, PAVO actively looked for opportunities to acquire
additional care homes, but was not successful.
In the 2024 annual report, we stated that
Skysource
had difficulties to retain large customers. After
Skysource lost two important clients in 2025, it was
concluded that Skysource would not be able to
continue providing services on a standalone basis. As a
result, the activities were terminated and the
investment was written down to nil.
In 2025, AA Circular
achieved € 7.8 million in
revenue and around € 0,4
million in EBITDA, despite
market challenges.
8. Private companies
Value8 | Annual Report 2025
15
Value8’s authorised share capital consists of ordinary A shares (unlisted), ordinary B
shares (listed) and cumulative preference C shares (listed). No A shares have been
outstanding since 2021.
At the end of 2025, the number of outstanding ordinary B shares was 10,685,792.
By then 1,081,905 ordinary shares had been repurchased. During the 2025 financial
year, no additional ordinary shares were acquired. The average number of
outstanding shares stands at 9,603,887. The average number of outstanding shares
is used to calculate earnings per share.
Value8’s ordinary share price rose in 2025 by 11.1% from € 5.85 to € 6.50. If the
dividend (€ 0.20 per ordinary share) is included, the total return is 14.5%.
Value8 originally issued cumulative preference C shares in 2012. The preference C
shares have a base value of € 6.25 and a dividend rate of 5%. Therefore, they pay a
dividend per share of € 0.3125 per year. Due to the fixed dividend, the preference
shares have a fixed-yield character. Value8 stated in 2020 that it does not intend to
withdraw the preference shares for at least five years. At this moment, Value8 still
does not intend to withdraw the cumulative preference C shares.
Due to the stock dividend, the number of preference C shares rose to 2,113,452. By
the end of 2025, 1,643,119 preference C shares are outstanding with third parties.
The share price of the cumulative preference C shares decreased from € 4.86 to €
4.82 by year-end 2025. Including quarterly dividends totalling € 0.3125, the total
return for the year was 6.0%.
9. Share capital and dividend
Value8 | Annual Report 2025
16
Share capital and
dividend
Fourteen
years of
consecutive dividends
Staff and organisation
The preference shares
have a fixed-yield
character
0.075
0.100
0.120
0.140
0.150
0.160
0.150
0.150
1.300
0.460
0.170
0.180
0.190
0.200
0.210
Given
the good results for 2025, Value8 proposes to pay a dividend
of € 0.21 on ordinary B shares (ISIN: NL0010661864). That is an
increase of
5% compared to the 2024 dividend.
The dividend on the cumulative preference C shares (ISIN:
NL0015118803) amounts to € 0.3125 per preference share, 5% of the
basic value of € 6.25 per preference share. Since 2021, the dividends
on Value8’s cumulative preference shares have been paid on a
quarterly basis. Consequently, the 2025 dividend has already been
paid:
April
2025
July
2025
October 2025
January 2026
€0.075
€0.075
€0.075
€0.0875
10. Fourteen years of consecutive dividends
Fourteen years of
consecutive
dividends
Staff and organisation
Investment and financing
Value8 | Annual Report 2025
17
2006: 3% stock dividend, 2019: €1,05 superdividend, 2020: repayment €0,30, 2025: proposal €0,21 per ordinary share
2011
2025
2020
2019
2023
2024
2022
2021
Dividend (in EUR) on ordinary B shares since 2011
2018
2017
2016
2015
Quartery dividends on cumprefs:
As a result of the majority stakes in Ctac and Naviva, the number of employees in our
companies increased significantly. In total, these companies employ more than 2000
people.
The Value8 team is comprised of nine professionals, including two members of the Board
of Directors. We expect the number of employees at Value8 to remain approximately the
same in 2026. The team’s activities include monitoring companies and investments,
carefully selecting new investments, performing due diligence investigations, drafting
contracts, closing transactions, and managing the holding itself. The quality of the
Value8 team allows us to support our companies and their management teams in their
growth ambitions.
We thank all employees at our companies, those at the central Value8 organisation, and
the managers of our companies for their commitment and contribution to the success.
11. Staff and organisation
Value8 | Annual Report 2025
18
Staff and
organisation
Investment and
financing
Outlook
2026
Investment and
financing
Outlook
2026
Report of the supervisory
board
Investing is Value8’s core business. Together with
the managers of our companies, we constantly
look for opportunities to strengthen our
businesses. This may involve add-on acquisitions,
but also larger stand-alone transactions. We
continue to search for potential investment
opportunities, examining the qualities and growth
prospects of companies and analysing the risk-
return ratio.
Value8’s financial position remains strong. This
allows us to make new investments and assist our
current businesses in their growth trajectories.
In 2025, the companies we invest in have heavily
invested in improving their organisation,
strengthening sales, and providing even better
products and services than before. At Concordia
and Ctac, these investments were related to the
implementation of an improved ERP system. At
Kersten, the investments relate to new local
branches in anticipation of increasing the number
of customers and winning WMO-contracts with
investments in the rental of medical aids.
12. Investment and financing
Value8 | Annual Report 2025
19
Focus on small caps and SMEs: Value8
specializes in supporting growing listed and
unlisted companies, particularly in the €10
million+ segment.
Growth capital and IPO support: Value8
provides venture capital for expansion and
facilitates access to stock exchange listings.
Attractive investment opportunity: Value8 offers
retail and institutional investors diversified
exposure to the small-cap segment.
Built-in diversification and flexibility: Value8
combines listed and unlisted investments to
reduce risk and allows strategic shifts based on
market conditions.
Our Focus
Outlook 2026
Report of the
supervisory board
Risk factors
In 2026, our portfolio companies will continue to invest in improving their
operational processes and efficiency. Together we will look for possible add-on
acquisitions to fuel growth. Value8 will actively help the companies in this
process.
In addition to possible add-on acquisitions, Value8 will keep searching for new
opportunities for investments in private and listed markets. With our strong
financial position, we are well situated to do some major investments in 2026,
but we are also open for divestments when this makes sense.
Given the strong market positions, the high quality of our management teams,
and the investments made over the past years in future growth we are positive
and confident about the prospects of the companies we invest in.
The development of Value8 and our NAV is, in the short-term, dependent upon
the stock market climate in general and, more specifically, upon the share prices
of our investments. With that important warning in mind, we feel confident that,
under normal circumstances, Value8 will be able to increase its NAV in the
coming years.
Board of Directors,
Peter Paul de Vries
Gerben Hettinga
13. Outlook 2026
Value8 | Annual Report 2025
20
Outlook 2026
Report of the
supervisory board
Risk factors
The Supervisory Board advises the Board of Directors and monitors developments at
Value8. The Supervisory Board oversees the course of business in the company and
the functioning of the Board of Directors.
Strategic developments
During the 2025 financial year, the Supervisory Board discussed Value8’s long-term
strategy with the Board of Directors. In shaping the strategy, attention was given to its
implementation, feasibility, and the company's opportunities and risks. Existing listed
investments, private equity investments, and potential new investments were
discussed.
Group financial reporting
The Supervisory Board had regular discussions with the Board of Directors about the
course of business at Value8 and the portfolio companies. The Supervisory Board paid
attention to various important subjects for Value8’s success, such as investments,
divestments, portfolio management, financial management, reporting, risk
management, human resources, and investor relations. The Supervisory Board
discussed the strategy and associated risks on a regular basis. The Supervisory Board
was informed of changes in staffing including key positions at the portfolio
companies.
While preparing the financial statements, the Board of Directors informed the
Supervisory Board in detail. Among other things, internal risk management and
control systems, communication with the auditor, and periodic reporting were
discussed. The Supervisory Board believes that sufficient adequate measures have
been taken to assess the design and execution of the internal risk management and
control systems. Given the organisation's size, Value8 has chosen not to set up a
separate internal audit department.
Audit
As discussed in the previous financial reports, there is was a structural problem in the
Dutch market for PIE audit firms. Value8 contracted GCP Audit for the audit of 2024.
We are pleased that they were able to audit the accounts 2024. For the audit of 2025
the Supervisory board is pleased to contract Ambrosio Audit.
Investments and divestments during the financial year
The long-term strategy remains focused on investing in new activities and companies
in the preferred sectors, strengthening the portfolio companies, and making additional
investments in portfolio companies in the preferred sectors. These investments can be
either private or listed.
The Supervisory Board is involved in all major transactions, including acquisitions and
divestments. It is common practice in major investment and divestment projects that
the Supervisory Board is informed early on the intended transaction and its
consequences for Value8. Decision-making can take place quickly and responsibly.
During the year, the Supervisory Board was frequently briefed by the Board of
Directors on potential investments and divestments within Value8 and within the
portfolio companies. In 2025, there were some changes in our portfolio. In March,
Value8 bought a block of shares in Ctac, which triggered a mandatory offer. In June
Value8 sold its minority stake in Renewi to bidder Macquarie and invested partly the
proceeds in Knaus Tabbert.
Furtermore some portfolio investments made some
acquisitions (Naviva and Kwh People) with the financing help of Value8. The
Supervisory Board paid attention to the purchase and sale process and the risks in
combination with the long-term strategy.
14. Report of the supervisory board
Value8 | Annual Report 2025
21
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Supervisory Board meetings
The Supervisory Board meets regularly and supervises the management conducted by
the Board of Directors both in and out of meetings. During the financial year, the
Supervisory Board met six times, once without the Board of Directors. During these
meetings, the Supervisory Board was fully present. Most meetings took place via
videoconferencing and regular consultations by telephone or e-mail. The topics
discussed included governance, financial statements, investments, divestments,
financing, strategy, budget, PIE audit firms, and other topics.
The Supervisory Board met once without the Board of Directors present. This meeting
included an evaluation of the functioning of the Board of Directors. During one of the
meetings, the Supervisory Board evaluated its own performance and that of its
individual members. The Supervisory Board also considered whether the expertise and
competencies of its members are sufficient to oversee and adequately supervise
Value8’s broad range of participating interests. The Supervisory Board periodically
discussed the performance and remuneration of Value8’s Board of Directors members.
In these discussions, both the individual and collective functioning of the Board of
Directors were addressed.
Members of the Supervisory Board and Board of Directors
Since mid-2019, both the Board of Directors and the Supervisory Board have consisted
of two people. Since 19 December 2024 the Supervisory Board consists of the current
members.
The Supervisory Board is committed to good investor relations. The CEO
bears the day-to-day responsibility for investor relations within the Board of Directors.
Remuneration policy
The company’s remuneration policy starts with remuneration in line with the market.
The remuneration policy for the members of Value8’s Board of Directors is determined
by the General Meeting of Shareholders.
During the General Meeting of Shareholders of 26 June 2024, the current
remuneration policy was re-approved for a period of four years. The Supervisory
Board determines the actual remuneration of a member of the Board of Directors. The
Supervisory Board made several scenario analyses for the remuneration.
The remuneration for members of the Board of Directors partly depends on results
through a bonus scheme. Members of the Board of Directors take care of their own
pension accrual and pay for it themselves. Their remuneration is understood to
include compensation for pension costs.
The remuneration of a member of the Supervisory Board is determined by the General
Meeting of Shareholders. The remuneration of a Supervisory Board member is
independent of the result achieved by the company.
Board of Directors
Fixed remuneration
Since Value8’s inception in 2008, the members of the Board of Directors have
accepted relatively low directors’ fees. An adjustment took place in mid-2013, which
the General Meeting of Shareholders approved. The fixed remuneration is adjusted
periodically, partly based on inflation.
For Mr De Vries, remuneration is charged via his management fee. For the fixed
remunerations of the individual directors for 2025 we refer to the dedicated table in
the annual report. Very limited use is currently made of peer group analysis to
determine the level of remuneration. The Supervisory Board notes that the
remuneration of Value8’s directors is relatively low compared to that of other small
caps with similar equity or market capitalisation.
Value8 | Annual Report 2025
22
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Variable remuneration
Since 2009, Value8 has had a bonus system for the members of the Board of
Directors. The variable remuneration for the CEO does not exceed 33% of the fixed
remuneration and that of members of the Board of Directors would not exceed
50%.
Under the bonus system, based on the bonus right granted by the Supervisory
Board, board members are entitled to the full bonus if, in the past three years at
least three of the four following criteria were met:
Average growth in equity per share of at least 5% per year.
Average equity growth of at least 5% per year.
Average total shareholder return (TSR) of more than 5% per annum.
Average total shareholder return (TSR) of more than 10% per annum.
The chosen performance criteria align with Value8’s long-term strategy objectives,
including growth in equity per share and outperforming the stock market index in
the long term. The average TSR takes into account the share price return plus the
dividend yield. A criterion is considered achieved when the average growth
criterium over a three-year period has been achieved If at least two criteria are
met, the Supervisory Board has the discretionary power to still award the bonus in
full or in part. The Supervisory Board discussed the bonus criteria and bonus
system in general terms. The introduction of sustainability criteria was also
considered, but no decision has yet been taken on this.
For the period 2023-2025, average equity growth (per share) and average TSR
were such that these performance criteria were met. Three of the four criteria were
met. On this basis, the bonus was set at 15% of fixed remuneration, which is below
the maximum percentage of 33% (CEO) and 50% (member).
The Supervisory Board intends to consider an increase of the absolute level
without exceeding the maximum levels that were approved by the general
meeting Value8 has a claw-back scheme
under which the Supervisory Board can
reclaim bonuses that have already been set if they are found to have been
determined incorrectly based on incorrect financial statements.
Other remunerations
Any severance payments will comply with the Dutch Corporate Governance Code
requirements and will not exceed one year’s remuneration. Mr De Vries waived in
advance the right to any settlement or compensation in case of involuntary
departure. This commitment was first made in 2009. At the end of 2025, this
commitment was extended for another year. The company granted no shares or
options to members of the Board of Directors in 2025 other than regular stock
dividends on the common shares. There is no specific pension scheme for the
directors. The members of the Board of Directors are responsible for and pay for
their pension accrual.
The Supervisory Board will regularly review whether the actual remuneration of
the members of the Board of Directors aligns with the remuneration policy and
can adjust it when necessary. In 2025, no transactions took place in which a
member of the Board of Directors had a personal conflict of interest. For the
remuneration of the members of the Board of Directors in 2025, we refer to the
financial statements.
Value8 | Annual Report 2025
23
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Supervisory Board
At the Extraordinary General Meeting of Shareholders on 11 June 2014, the
remuneration of the members of the Supervisory Board was set at €20,000 per
year and for the chairman at €25,000 per year. Supervisory Board members do not
receive any result-dependent remuneration, share-based remuneration or other
share-related remuneration.
Value8’s remuneration policy for the Board of Directors and the Supervisory Board
complies with the Dutch Corporate Governance Code. We refer to the financial
statements for the remuneration of the Supervisory Board members in 2025.
Value8 complies with the best-practice provisions of the Corporate Governance
Code relating to the Supervisory Board. All members comply with the provisions
set out in this code regarding independence and expertise. Given Value8’s size,
the Supervisory Board does not have separate appointment, audit, and
remuneration committees. The entire Supervisory Board is, therefore, designated
to fulfil the tasks of these committees.
The Supervisory Board thanks the Board of Directors and all employees for their
commitment and dedication in 2025.
Bussum,
28
February
2026
Supervisory Board
R.A.E. de Haze Winkelman
E.H.L. Vervuurt
Value8 | Annual Report 2025
24
Report of the
supervisory board
Risk factors
Share structure and legal
structure
Entrepreneurship is an essential part of Value8’s strategy. It is inextricably linked to
risk-taking. To manage these risks responsibly, risks must be continually identified,
mapped out, and subsequently managed properly and efficiently. Value8 has set
the goal of designing the organisation so that decisive entrepreneurship and
effective risk management go hand in hand.
Risk management and control systems
Risk management within Value8 has several facets. The risks related to, among
others, strategy, policy, compliance, and financial systems are regularly discussed
by the Board of Directors with the Supervisory Board. The Board of Directors
regularly visits the companies in which Value8 invests to get a good picture of the
situation at these portfolio companies.
The management of these companies is primarily responsible for the
implementation and operation of risk management systems at the companies
concerned. Nevertheless, to maintain grip and control on the risks at the portfolio
companies, the management of the companies in which Value8 invests reports to
Value8 on a regular basis, directly or indirectly. This includes extensive attention to
current and potential risks. The findings and measures aimed at controlling risks
are regularly discussed and evaluated.
15. Risk factors
The outcomes are discussed in the Board of Directors meetings and with the
Supervisory Board. Periodically, Value8 analyses the overall risk profile and
whether the risk management systems are appropriately set up. This approach
focuses on the following headings:
strategic risk
operating risk
market value risk
listing risk
legal and compliance risk
organisational risk
investment risk
tax risk
country risk
financing risk
currency risk
interest rate risk
liquidity risk
Our general rule is that risks should be proportional to the size and life stage of
the activities concerned and the expected return. Furthermore, it is considered on
a case-by-case basis whether it makes sense to mitigate the risk, for instance, by
insuring it.
The following describes the risks associated with Value8’s strategy and profile at
the time of reporting and the developments in 2025 that influenced this risk
profile. In this respect, Value8’s risk environment is determined, on the one hand,
by external risks that lie outside the company’s sphere of influence and, on the
other hand, by several manageable risks. This paragraph describes the controllable
risks, the internal risk management and control systems embedded in the
organisation, the decision-making process, and daily operations.
Value8 | Annual Report 2025
25
Risk factors
Share structure and
legal structure
Corporate governance
Strategic risk
Investing in creating value growth for shareholders is essential to Value8’s
strategy. Adverse economic conditions may result in Value8 and/or the companies
that Value8 invests in not performing or performing below expectations. Value8’s
activities will react differently to cyclical developments. Value8, therefore, strives
for a sound mix of, on the one hand, proven companies that make a stable,
substantial contribution to results and cash flow and, on the other hand, relatively
young companies with high growth potential.
Value8 regularly reviews its portfolio for strategic risks. This involves testing
activities against the return and growth criteria set for them and their impact on
Value8’s risk profile. Spreading risk is not a strategy in itself. Value8 focuses on
several growing sectors in which it takes targeted risk. Since 2021, Value8
succeeded in giving further substance to this focus.
In addition, a possible downturn in the financial markets may have repercussions
on the economic climate in the Netherlands and abroad, which could affect
Value8’s operations. Furthermore, it is conceivable that Value8 will also have
limited access to external capital, potentially complicating Value8’s operations in
the long run.
Operating risk
The operating results of the companies in which Value8 invests can be
disappointing, partly due to increasing operating costs or other unforeseen
circumstances. A large proportion of the companies have relatively high fixed
costs in the form of personnel costs. An unforeseen increase in the personnel
costs of one of the companies or participation, for example, because of new
collective labour agreements or a drop in turnover, could, therefore, harm the
results of the companies in which Value8 invests.
Market value risk
An important part of Value8 investments is in listed companies. These investments
are valued at fair value, generally in line with the share price.
A decrease in the share price can, therefore, negatively affect the value of these
investments. If the value of these investments decreases, this will directly affect
Value8’s results and/or equity. There is a risk that investments will not achieve the
desired result.
Listing risk
Value8 and some of its participations are listed on the official market of Euronext
Amsterdam and must comply with the applicable laws and regulations. If these
laws and regulations change, this may lead to additional costs. Although a stock
exchange listing offers great advantages, there may be costs associated with
reducing profitability. In 2025, no changes in laws and regulations resulted in a
material change in listing costs. In the last years, it has become clear that the
supply of PIE audit firms has been reduced to such an extent that this may further
increase the cost level.
Legal and compliance risk
Value8 is subject to specific laws and regulations that must be complied with.
Value8 attaches great importance to compliance, both at Value8 and at its
portfolio companies. In this light, it can be pointed out that Value8 must also
comply with various laws and regulations as a listed company and investor. In
addition, some portfolio companies are licensed by virtue of regulations in their
sector. For example, a number of companies that are part of BK Group have
licences for trust services (from DNB, among others).
Legal and compliance risk concerns recording, protecting, and enforcing relevant
intellectual property rights, including trademark registrations, patents, and domain
names.
Value8 operates in the field of corporate finance services and can be held liable
for its services. Although Value8 is not aware, at the time of publication of this
annual report, of any impending claim in that respect, Value8 could be held liable
for any failure to provide services or other possible damages. To cover this risk,
Value8 has taken out insurance. Finally, the companies in which Value8 invests are
also subject to the risk of claims by third parties.
Value8 | Annual Report 2025
26
Risk factors
Share structure and
legal structure
Corporate governance
Organisational risk
Value8’s organisation has grown since its inception in 2008 but remains vulnerable
to and dependent on any changes in personnel or the departure of key
individuals. The organisation depends on a few key people, including at least the
members of the Board of Directors. To date, the network and past track record of
these members largely determine the quantity and type of opportunities and
propositions, both investment-related and corporate finance-related. Value8 is
aware of risks such as industrial accidents, staff cuts and labour disputes. In that
context, Value 8 regularly reviews how these risks can be excluded or mitigated
and/or, where necessary, adequately insured.
Value8 has an informal but results-oriented and entrepreneurial corporate culture.
Long-term relationships with shareholders, employees, business associates and
other parties are key. Staff changes and or other organisational changes may
jeopardise the current corporate culture and values. Therefore, Value 8 continues
to prioritise the preservation and reinforcement of its corporate culture.
Investment risk
As part of the investment process, Value8 formulates assumptions and considers
possible future events. Actual developments may differ significantly from these.
Also, errors of judgment in the due diligence process and contract negotiations
can lead to losses and/or reputational damage for Value8.
Value8 seeks to minimise this risk by carrying out the due diligence process and
contract negotiations as carefully as possible. Where necessary, Value8 asks for
the assistance of external advisors who support Value8 in identifying the risks.
They advise Value8 on how these risks can be limited as much as possible by
(among other things) legal contracts. Value8 generally handles acquisition projects
scrupulously. Each proposition is assessed intensively and thoroughly, and, where
necessary, additional securities are required, for example, in the form of
indemnities, guarantees or sureties. If Value8 believes a possible investment
involves too much risk, the proposal is rejected.
Tax risk
The main taxes related to Value8’s activities are corporate income tax, turnover tax
and payroll tax. As far as corporate income tax is concerned, Value8 may form a
fiscal unity with companies in which it holds at least 95% of the shares and whose
financial years run concurrently. The filing of tax returns has been outsourced to a
specialised firm. Value8 uses the Dutch participation exemption
(deelnemingsvrijstelling) when investing in companies, where applicable. If the
existing rules for the participation exemption are materially changed, Value8’s
results could be affected.
Country risk
Value8, through the companies in which it invests, operates in several countries,
mainly in the Netherlands but also in Germany, Belgium, France, Luxembourg, and
Curacao. If the economic or political climate in these countries deteriorates, it will
impact the results of the companies operating there. Consequently, the results of
these companies will influence Value8’s results, particularly in the valuation of its
investments. Therefore, economic conditions in these countries may indirectly
affect Value8’s performance.
Financing risk
Value8 will seek to finance new investments and existing commitments as much as
possible from existing cash resources, cash flows or credit facilities. If there is a
further funding requirement, it may be raised through various funding sources, for
instance, by issuing new shares or bonds or by entering into a financing
agreement with one or more banks or through privat credit (possibly at the level
of the company or participation concerned). A combination of these financing
methods may also be used. Not being able to obtain additional financing could
have a negative impact on new investments or on the results of existing portfolio
companies.
Value8 | Annual Report 2025
27
Risk factors
Share structure and
legal structure
Corporate governance
Currency risk
Although Value8’s investments are largely in euro countries, Value8 is exposed to
currency risk with respect to listed investments in dollars and pounds sterling.
Value8 also runs a limited currency risk indirectly through its portfolio companies
through sourcing and export activities. Given the limited size of the exposure and
the nature of the risk, Value8 has no fixed policy to hedge these risks.
Interest rate risk
The interest rate risk policy aims to limit the interest rate risks arising from the
financing of the company and thus also optimise net interest income. On the one
hand, Value8 runs a limited risk in the remuneration of borrowed funds if interest
rates fall. On the other hand, the cost of borrowed funds may increase if interest
rates rise. A 1% reduction in interest rates would not result in a material change in
profit or equity. The same applies to a 1% increase in interest rates.
Liquidity risk
Liquidity risk refers to the possibility of insufficient funds to meet immediate
obligations. Value8 has allocated its available liquidity with several European credit
institutions with at least an A rating. All company's current liabilities must be met
within one year. If Value8 enters new obligations, this could lead to a higher
liquidity risk. Also, in case of bankruptcy of any bank where the liquidities are held,
Value8 would face a potential liquidity risk. In the event of insufficient liquidity,
assets may have to be sold under unfavourable terms to free up additional
liquidity to meet immediate liabilities, or collateral may be realised at lower values
than would be possible under normal circumstances.
To the extent that debt financing is present within one of the portfolio companies,
Value8 makes every effort to ensure that these companies build in sufficient
margins to mitigate liquidity risk.
Sources of funding
In the context of the objective of value creation for shareholders, a balanced mix
of financing sources is sought, referring in any case to a sound equity/debt ratio.
In doing so, Value8 can issue ordinary shares and cumulative preference shares.
The possibilities for financing through loan capital are also analysed periodically.
In that context, given the relatively low interest rate on government bonds, the
issue of a bond or convertible bond loan is also being considered to supplement
or replace the current credit line and to increase the company’s liquidity position.
Various other sources of funding exist for further investments and meeting
existing commitments, including divestments of (listed) investments and
repayments on loans made.
Value8 has several funding sources, including a sizeable investment portfolio and
cash and cash equivalents, to support its growth. Value8 aims to grow to
strengthen the clusters in which it operates and, in addition to organic growth,
seeks opportunities through investments, acquisitions or taking (equity) interests.
Risk appetite
Pursuing objectives is inextricably linked to taking (controlled) risks. The
willingness to take risks is proportionate to the size and life stage of the relevant
activities and to the expected return. Value8 has a very low-risk appetite in the
context of compliance and reputation. Value8 has set itself the goal of designing
the organisation so that decisive entrepreneurship goes hand in hand with the
effective management of risks.
Risk management and control systems
Value8’s risk management and control systems include monitoring the realisation
of the budgets of group companies and associates. After the adoption of budgets,
management is accountable through a reporting structure and an interim
consultation with Value8’s Board of Directors.
Value8 | Annual Report 2025
28
Risk factors
Share structure and
legal structure
Corporate governance
In addition, Value8 is mostly involved as a shareholder in important proposed
investment decisions. These include approval decisions relating to substantial
investment decisions, the appointment of key officers and the financing of
activities.
Value8’s financial administration is managed internally, as is the administration of
various portfolio companies. Most of these companies are audited by an external
auditor. During the financial year, Value8’s Board of Directors continuously
analyses and assesses the effective operation of existing risk management and
control systems, utilising formal processes, reports and assessments.
The Board of Directors concludes that there is sufficient risk awareness within the
organisation, that the internal risk management and control system generally
functioned properly during the year under review, and that no irresponsible risks
were taken. The Board further states that the annual report provides sufficient
insight into any deficiencies in the functioning of internal risk management and
control systems concerning identified risks. There are no indications to assume
that these systems will fail to function properly in the current year, and the current
state of affairs justifies applying the going concern principle. The report states the
relevant material risks and uncertainties for the next twelve months.
The Board of Directors states that the internal risk management and control
systems provide a reasonable degree of certainty that the financial reports do not
contain any material misstatements and that the financial reporting process has
been properly controlled. In addition, the systems provide an appropriate level of
certainty that the company’s material operational and compliance risks have been
adequately managed and controlled throughout the reporting period.
Value8 | Annual Report 2025
29
Risk factors
Share structure and
legal structure
Corporate governance
The Management Board or Directors emphasizes that, by their nature, risk
management and control systems are designed to manage, rather than eliminate,
the risk of failure to achieve business objectives. The design and operating
effectiveness of these systems will not be able to provide absolute assurance that
all possible risks have been fully identified and mitigated at all times. This
statement on risk management therefore does not provide absolute assurance,
but declares about management of material risks in line with the board’s strategy
and risk appetite.
Value8 is a public limited liability company listed on the Euronext Amsterdam
stock exchange. The ticker symbol of the B shares is VALUE, and the ISIN code is
NL0010661864. The ticker symbol of the cumulative preference C shares is PREVA,
and the ISIN code is NL0009875483.
At the end of 2025, Value8’s authorised capital amounted to €7,280,000. The
authorised capital consists of:
€2,800,000 in A shares with a nominal value of €0.35;
€14,000,000 in B shares (listed) with a nominal value of €0.35;
€4,000,000 in C shares (listed, cumulative preference) with a nominal value of
€0.35.
The A shares are registered shares, while The B and C shares are either bearer
shares or registered shares at the option of the holder.
At the end of 2025, the issued capital amounted to €4,479,735.40 This consisted of
10,685,792 ordinary B shares (listed)
2,113,452 C shares (listed, cumulative preference)
No A shares are currently outstanding.
As of year-end 2025, Value8 held 1,081,905 ordinary B shares and 470,334
cumulative preference C shares. All issued shares are fully paid up. As of the date
of publication, no changes have taken place in the issued capital. At the
publication date of this annual report, in addition to the shares held by Value8,
there are two shareholders with a stake exceeding 3%:
3L Capital Holding BV (a company owned by P.P.F. de Vries) with a 36.0%
stake, reported on 30 December 2025 as stated in the AFM Register ‘Directors
and Supervisory Directors’.
Mr J.P. Visser, with a 25.6% stake, reported on 19 March 2020 as stated in the
AFM Register ‘Substantial Holdings and Gross Short Positions.
16. Share structure and legal structure
In the AFM Register ‘Substantial Holdings and Gross Short Positions’, the actual
percentages may change from the stated number or percentage within the legal
bandwidth. The AFM Register ‘Directors and Supervisory Directors’ has no
bandwidth. Both registers may state a later, different number or percentage since
the publication of this annual report.
16.1 Cumulative preference shares C
The cumulative preference C shares have a dividend of 5% of the basic value,
which is defined as the first price at which they were issued. The basic value is
€6.25 per cumulative preference C share. The cumulative preference C shares have
been listed on the official market at Euronext Amsterdam since 6 January 2012.
According to Article 23 of the Articles of Association, Value8 must pay the
dividend on the cumulative preference C shares from the profit before it can
proceed to pay out dividends to holders of A and B shares. The dividend on the
cumulative preference C shares is preferential to the dividend on A and B shares.
This means that if Value8 fails to pay the dividend on the cumulative preference C
shares in any given year, the dividend on the ordinary shares can only be paid
after the overdue dividends on the cumulative preference C shares have been
paid.
The voting rights on the cumulative preference C shares are designed in
accordance with the Dutch Corporate Governance Code, whereby the voting right
on a cumulative preference C share is based on the fair value of the capital
contribution in relation to the share price of an ordinary B share. The voting rights
are calculated based on the mutual ratio of the two share prices on the record
date of the shareholders’ meeting.
Value8 | Annual Report 2025
30
Share structure
and legal structure
Corporate governance
Personalia
In accordance with Article 9 of the Articles of Association, Value8 has the right to
withdraw the cumulative preference C shares at any time. In that case, the
shareholders will receive the full amount, including any dividend arrears. This
means that if Value8 should withdraw the cumulative preference C shares, the
holders of these shares will be repaid their capital contribution (€6.25), plus any
unpaid dividends. At this moment Value8 doesn't have plans to withdraw the
cumulative preference C shares. Since 2021, Value8 has paid the preference
dividend on a quarterly basis.
16.2 Dividend
Value8 aims to create long-term shareholder value. Annually, the value of existing
interests in portfolio companies and investments is determined. Based on this, the
change in value can be assessed. The value of these (partly listed) interests can
vary strongly, which means that Value8’s results can also fluctuate year-on-year.
Even in financial years with negative results, Value8 may still consider paying
dividends. In that context, the company aims to provide a limited but stable
growing dividend for ordinary shareholders while retaining a significant part of the
profit for reinvestment. Depending on liquidity planning, stock dividends may also
be proposed.
Regarding the dividend on the cumulative preference C shares, Value8 aims to pay
the annual cash dividend on these shares and, if feasible, distribute dividends even
in years with negative results.
On 25 juli 2025, Value8 paid a dividend of €0.20 per ordinary share, payable at its
option in cash or cumulative preference shares (1/24). Furthermore, the regular 5%
cash dividend was paid in four instalments, one instalment per calendar quarter,
on the cumulative preference shares.
At the 2026 shareholders’ meeting, Value8 intends to propose a cash dividend of
[€0,21] per ordinary share (optionally as a stock dividend in cumulative preference
C shares) and to finalise the dividend already paid over 2025 of €0.3125 per
cumulative preference C share.
This dividend has been paid quarterly since 2021. Value8 continues to intend to
pay a quarterly dividend on the cumulative preference shares during 2026.
16.3 Articles of Association regarding appointment and dismissal of
members of the Board of Directors and members of the Supervisory
Board
The following contains the relevant provisions of the Articles of Association, to the
extent they are not mentioned elsewhere in this annual report.
Article 14 of Value8’s Articles of Association states that Value8 is managed by a
Board of Directors consisting of one or more members and that these members
are appointed by the General Meeting of Shareholders. Article 15 of Value8’s
Articles of Association states that Value8 has a Supervisory Board consisting of at
least two members and that these members are appointed by Value8’s General
Meeting of Shareholders. If more than one member is in office, the Supervisory
Board appoints a chairman from among its members (Article 19.2). A person
employed by Value8 cannot be appointed as a supervisory director. The General
Meeting of Shareholders of Value8 may appoint a member of the Supervisory
Board as a delegated Supervisory Board member, charged with the day-to-day
supervision of the Value8 Board of Directors. Article 16 of Value8’s Articles of
Association states that the General Meeting of Shareholders can always suspend
and dismiss a member of the Board of Directors or a member of the Supervisory
Board.
Amending the rights of Value8 shareholders requires an amendment of the
Articles of Association by the General Meeting of Shareholders. Article 36 of the
Articles of Association states that an amendment of the Articles of Association is
possible with at least two-thirds of the General Meeting of Shareholders’ votes, on
the proposal of the Board of Directors, and with the prior approval of the
Supervisory Board.
Value8 | Annual Report 2025
31
Share structure
and legal structure
Corporate governance
Personalia
16.4 Issue and acquisition of shares
Shares or rights to acquire shares can, under Article 6 of Value8’s Articles of
Association, only be issued pursuant to a resolution of the General Meeting of
Shareholders or the Board of Directors if it has been designated for that purpose
by the General Meeting of Shareholders. If the Board of Directors has been
designated for that purpose, the General Meeting of Shareholders can no longer
decide on a further issue if the designation is in force. The resolution to be issued
by the General Meeting of Shareholders and/or the Board of Directors requires the
prior approval of the Supervisory Board.
When A or B shares or rights to subscribe for A and B shares are issued, each
shareholder has a pre-emptive right in proportion to the aggregate amount of his
shares, subject to the provisions of the law. The pre-emptive right may be limited
or excluded by the body authorised to issue.
Acquisition other than for free can only take place if and insofar as the General
Meeting of Shareholders has authorised the Board of Directors to do so. This
authorisation is valid for a maximum of eighteen months. The General Meeting of
Shareholders must stipulate in the authorisation how many shares may be
acquired, how they may be acquired, and in which bandwidth the price must be.
The resolution to repurchase shares requires the prior approval of the Supervisory
Board.
At the General Meeting of Shareholders on 26 June 2025, the shareholders
authorised the Board of Directors to issue a maximum of 20% of the company’s
issued capital in shares or rights thereto for a period of 18 months, with the option
to limit or exclude the pre-emptive rights. At the same meeting, the Board of
Directors was authorised to repurchase shares during the statutory maximum
period of 18 months from the date of the meeting, subject to the law and the
Articles of Association.
Value8 | Annual Report 2025
32
Share structure
and legal structure
Corporate governance
Personalia
The maximum number of shares that can be repurchased is 20% of the issued
share capital. Repurchase transactions concerning B and/or C shares must be
executed at a price between the nominal value of the shares and 110% of the
opening price of the shares (as stated in Euronext Amsterdam’s Official Price List)
on the day of the repurchase transaction or—in the absence of such a price—
based on the last price stated therein. Repurchase transactions may be executed
on the stock exchange or otherwise.
Value8 has a two-tier board structure: a Board of Directors and a Supervisory
Board. The outlines of the current governance structure are described below.
17.1 Board of Directors
The Board of Directors is charged with managing the company, which means,
among other things, that it is responsible for achieving the company’s objectives,
the strategy with the associated risk profile, the development of results and the
ESG aspects of doing business relevant to the company. The Board of Directors is
accountable to the Supervisory Board and the General Meeting of Shareholders.
The Board of Directors keeps the Supervisory Board informed of the course of
business, consults with the Supervisory Board on important matters and submits
important decisions to the Supervisory Board and/or the General Meeting of
Shareholders for approval.
17.2 Supervisory Board
The Supervisory Board supervises the policy of the Board of Directors and the
general course of affairs. The Supervisory Board provides the Board of Directors
with advice. In discharging their duties, the Supervisory Board members are
guided by the company’s interests. The Board of Directors provides the
Supervisory Board with the information it needs to perform its duties in a timely
manner.
The Supervisory Board determines the remuneration and further conditions for
each member of the Board of Directors. These are based on the remuneration
policy adopted by the General Meeting of Shareholders. The Supervisory Board
can always suspend a member of the Board of Directors. The General Meeting of
Shareholders can always suspend and dismiss a member of the Board of Directors.
Any conflict of interest or appearance thereof between Value8 and members of
the Board of Directors is avoided.
17. Corporate governance
The Supervisory Board members are appointed by the General Meeting of
Shareholders upon nomination by the Supervisory Board. In doing so, care is
taken to ensure that the Supervisory Board is composed in such a way that its
members can operate independently and scrupulously with respect to each other,
the Board of Directors, and any investment. Any conflict of interest or appearance
thereof between the company and Supervisory Board members is avoided. The
Supervisory Board is responsible for the quality of its own performance. A
Supervisory Board member shall retire no later than the closing time of the
General Meeting of Shareholders, first following the day four years after his last
appointment.
The remuneration of each member of the Supervisory Board is determined by the
General Meeting of Shareholders and does not depend on the company’s results.
The Supervisory Board appoints a chairman from among its members. If the
Supervisory Board consists of fewer than five people, the three so-called core
committees (audit committee, remuneration committee and selection and
appointment committee) are integrated into the Supervisory Board. During the
past year, the company has not provided any personal loans to any member of the
Supervisory Board.
17.3 Corporate Governance Code
Value8 attaches great importance to sound and transparent corporate governance
and strives for clear communication with all stakeholders. This includes the
relevant ESG aspects of doing business. Value8 has implemented the Dutch
Corporate Governance Code and endorses its principles. The code can be found at
www.mccg.nl. A revised code was published in March 2025.
Value8 | Annual Report 2025
33
Corporate
governance
Personalia
Board of Directors
Statement
Value8’s Board of Directors and Supervisory Board jointly prepared a document
describing Value8’s corporate governance structure. This includes an indication
per best practice provision of the revised code and the extent to which Value8
applies this provision. This document is available on Value8’s website
(www.value8.com) under ‘Investor Relations > Corporate Governance’. Any
substantial change in the company’s corporate governance structure and
compliance with the Corporate Governance Code will be submitted to the General
Meeting of Shareholders for discussion under a separate agenda item.
Value8 has chosen to comply with the Dutch Corporate Governance Code as much
as possible. Deviations from the best-practice provisions are only made on a few
minor points, where application is not (yet) considered desirable from a cost
perspective. In accordance with the ‘comply or explain’ principle, Value8, therefore,
complies in full. The following best practice provisions are not (fully) applied based
on the explanations below:
Best practice provisions 1.3.1 to 1.3.5
Given its size, Value8 does not have an internal auditor. For this reason, provisions
1.3.1 to 1.3.5 do not apply.
Best practice provision 4.2.3
Given the company’s size, not all presentations to (institutional) investors or
analysts and press conferences can be attended simultaneously via webcasting or
otherwise.
17.4 Corporate governance statement
This statement is included pursuant to Article 2a of the ‘Decree on the content of
management reports’. For the required statements referred to in Articles 3, 3a and
3b of this Decree, please refer to the relevant references in this annual report
(more specifically, Chapters 12- 15 of the annual report).
The following communications should be considered as inserted and repeated
here:
Compliance with principles and best-practice provisions of the Corporate
Governance Code (17.3 ‘Corporate Governance Code’).
The main features of Value8’s risk management and control systems (15 ‘Risk
management and control systems’).
The functioning of the General Meetings of Shareholders, the rights of
Value8’s shareholders and how they can be exercised, insofar as this does not
immediately follow from the law (16 ‘Share structure and legal structure’).
The members and functioning of the Board of Directors and the Supervisory
Board (18 ‘Personalia’).
The diversity policy regarding the members of the Board of Directors and the
Supervisory Board (16.4, ‘Corporate governance statement’ under the heading
‘ESG’), as well as how the policy will be implemented and its results in 2022.
The information in the ‘Decree on Article 10 Takeover Directive’ that must be
provided pursuant to Article 3b of the ‘Decree on the content of the
management report’ is listed below.
Decree on Article 10 Takeover Directive
Pursuant to Article 1 of the ‘Decree on Article 10 Takeover Directive’, Value8
provides explanations on the following topics.
Capital structure
The capital structure is listed in Chapter 16, ‘Share structure and legal structure’.
Restrictions
Value8 has restrictions on the transfer of shares, voting rights, deadlines for
exercising voting rights and the issue of shares or the grant of rights to subscribe
for shares. Value8 is not aware of any agreement between shareholders regarding
the restriction of transfer or voting rights.
Value8 | Annual Report 2025
34
Corporate
governance
Personalia
Board of Directors
Statement
Notification of substantial holdings
Substantial holdings, to the extent known to Value8, are listed in Chapter 16,
‘Share structure and legal structure’.
Special control rights and control mechanisms
There are no special control rights attached to the shares. There are no
mechanisms for controlling an arrangement that grants rights to employees to
acquire shares in the capital of the company or a subsidiary.
Restriction of voting rights, exercise of voting rights
There are no restrictions on voting rights or the exercise of voting rights attached
to the shares.
Appointment and dismissal of members of the Supervisory Board
and Board of Directors
Regarding the appointment and dismissal of members of the Supervisory Board
and the Board of Directors, reference is made to Chapter 17 ‘Corporate
governance’ of the annual report.
Amendment of the Articles of Association
Regarding the amendment of the Articles of Association, reference is made to
Chapter 17, ‘Corporate governance’.
Powers of the Board of Directors
Chapter 16 ‘Share structure and legal structure’ explains the powers of the Board
of Directors, including powers to issue shares and acquire its own shares.
Protective measures
The company has no general protective measures against a takeover of control of
the company, such as certification of shares, priority shares or protective
preference shares. There are no significant agreements to which the company is a
party that is formed, amended, or dissolved under the condition of a change of
control of the company after a public offer within the meaning of Article 5:70 of
the Financial Supervision Act has been made.
The company does not have an agreement with a director or an employee that
provides for payment upon termination of employment following a public offer
within the meaning of Article 5:70 of the Financial Supervision Act.
Investor relations policy
Value8 informs shareholders, investors, and the market on a regular basis via the
publication of press releases based on trading updates and full financial reports
upon publication of the annual and half-yearly figures. Value8 considers it
important to maintain the relationship with existing shareholders and to bring the
company and the shares to
the attention of potential investors.
ESG policy
Value8 considers the relevant ESG aspects of doing business. Both in making new
investments and in its existing operations, Value8 weighs ESG aspects, such as
sustainability and social impact, in its decision-making to achieve value growth for
shareholders. Since its founding in 2008, Value8 has achieved substantial long-
term growth for its shareholders and other relevant stakeholders. In 2025, Value8
continued to make progress in its long-term value-creating strategy.
Value8 believes that a company’s long-term success is based on the beneficial
cooperation of stakeholders. As active shareholders, Value8 supports and
encourages its companies to achieve sustainable long-term growth and create
long-term value with respect to the interests of other stakeholders and
environmental, social and governance aspects.
Value8 also take its responsibility as an investor seriously. Through its investments,
Value8 aims to build leading companies that deliver strong results and growth,
offer first-class services and products, and are good employers for their teams
while at the same time minimising the impact of their activities on the
environment. To better monitor its ESG policy, Value8 is considering using various
non-financial performance indicators at the level of Value8 itself and, where
appropriate, at the level of its investments.
Value8 | Annual Report 2025
35
Corporate
governance
Personalia
Board of Directors
Statement
Active policy at portfolio companies
The various portfolio companies have an active policy on corporate social
responsibility (CSR). With its stake in Kersten, Value8 acquired a CSR pioneer in
2015. Kersten, leads the way in reusing and recycling medical aids and aims to
have a significant part of its workforce of people with special needs and different
abilities. All this has resulted in Kersten being the first company selling medical
supplies in the Netherlands to obtain a certified Social Enterprise Performance
Ladder (PSO). Currently, Kersten is among the most inclusive companies in the
Netherlands with PSO ladder 3.
Diversity policy
Value8’s diversity policy aims to improve the organisation by making the best
possible use of its (potential) employees and by optimising the composition of its
workforce regarding the different backgrounds and qualities of its employees.
Value8 is convinced that working with employees from different backgrounds and
with varied qualities contributes to achieving its growth objectives. The company
strives to create a working environment where everyone’s competencies and
personalities flourish.
When recruiting and selecting new employees, the diversity policy is considered.
Value8 aims for a balanced representation of men and women on both the Board
of Directors and the Supervisory Board, and this objective was considered in 2024
with the new appointment to the Supervisory Board. In this context, female
candidates with an investment, finance and/or management background are
periodically sought for roles at Value8 or its investments. Value8 intends to
continue this diversity policy when expanding or replacing key positions at Value8
and its investments.
Value8 | Annual Report 2025
36
Corporate
governance
Personalia
Board of Directors
Statement
Board of Directors
Mr P.P.F. de Vries (CEO)
Mr P.P.F. de Vries (1967, Dutch nationality) is a major shareholder and chairman of
Value8’s Board of Directors and has extensive experience in the field of listed
companies. Before founding Value8, Mr De Vries was—for eighteen years (October
1989-October 2007)—associated with the Dutch Association of Shareholders
(VEB). For the last twelve years, he has been the managing director of VEB. During
2002-2003, he was a core member of the Tabaksblat Committee. Mr De Vries
studied Business Economics at Erasmus University Rotterdam (1985-1991).
Furthermore, he was chairman of the pan-European organisation of shareholders’
associations Euroshareholders (2005-2010), a member of the Market Participants
Panel of the pan-European stock market supervisory organisation CESR (2003-
2010), a member of the Supervisory Board of EDCC N.V. (2009-2011) and a
member of the Board of the legal predecessors of Almunda Professionals N.V.
(2011-2012 and 12 December 2013-29 January 2014) and a member of the
Supervisory Board of Euronext Amsterdam N.V. (2014-2017) and SnowWorld
(2014-2022). Mr De Vries is a member of the Committee of Recommendation of
the Juliana Children’s Hospital Foundation. In addition to his position as CEO of
Value8, Mr De Vries is currently a member of the Board of Directors at Cumulex
N.V., Hawick Data N.V., and MKB Nedsense N.V. He is also a member of the
Supervisory Board at Almunda Professionals N.V. and Morefield Group N.V.
Mr G.P. Hettinga (Member of the Board of Directors)
Mr G.P. Hettinga (1977, Dutch nationality) is a member of the Board of Directors
and co-founder of Value8. Mr Hettinga completed his studies in Business
Administration of the Financial Sector at VU University Amsterdam in 2001. From
June 2001 to September 2008, he worked as an economist at the Dutch
Association of Shareholders (VEB).
18. Personalia
In 2007, he was appointed chief economist at the VEB. Mr Hettinga gained
extensive and relevant experience and expertise, including in the field of analysing
listed companies, corporate governance, investor relations, internet, and takeover
bids. Among others, Mr Hettinga was a member of the Supervisory Board at EDCC
N.V. (2009-2011), Lavide Holding N.V. (2013-2014), Novisource N.V. (2013-2014)
and N.V. Dico International (2011-2015) and IEX Group N.V. (2015-2025). In
addition to his position at Value8, Mr Hettinga is currently a member of the Board
of Directors at Cumulex N.V. and a member of the Supervisory Board at MKB
Nedsense N.V.
Supervisory Board
Mr R.A.E. de Haze Winkelman
Mr R.A.E. de Haze Winkelman (1954) is a former director of the Dutch Association
of Shareholders (VEB) (1987-1996). He has worked in various political positions,
including the parliamentary group chairman of the Provincial Council of South
Holland (VVD) and a member of the Upper House (VVD). Mr de Haze Winkelman
studied Business Law and Tax Law at Leiden University and was deputy head of
payroll tax at the Ministry of Finance prior to his period at VEB. Mr de Haze
Winkelman has extensive expertise and experience in the field of investments,
listed companies, international financial markets, and corporate governance.
Ms E.H.L. Vervuurt
Ms. E.H.L. Vervuurt (1964) is a lawyer-Legal Director at Pinsent Masons, based in
Amsterdam. As a lawyer, Ms. Vervuurt specialises in financial law, advising
both
Dutch and international clients on, inter alia, financial regulation
and anti-money
laundering compliance and is involved in banking and finance transactions. She
studied corporate law at Leiden University (1991) and has worked at, among
others, the Ministry of VROM, the Dutch Association of Shareholders (VEB),
Andersen Legal, Bird &
Bird and Buren Legal. She has been with Pinsent Masons
since June 2023. Ms Vervuurt
has Dutch nationality and currently holds no Value8
shares.
Value8 | Annual Report 2025
37
Personalia
Board of Directors Statement
Members of the Supervisory Board
Mr R.A.E. de Haze Winkelman
Appointed on 22 May 2019 by the General Meeting of Shareholders and was
reappointed in 2023. The second term runs until the 2027 General Meeting of
Shareholders.
Ms. E.H.L. Vervuurt
Appointed on 19 December 2024 by the General Meeting of Shareholders for a
period of four years (2028).
Members of the Board of Directors
Mr. P.P.F. de Vries
Took office on 24 September 2008. On 26 June 2024, Mr De Vries was appointed
for another four-year term by the General Meeting of Shareholders. The fifth term
expires in 2028.
Mr. G.P. Hettinga
Took office on 24 September 2008. On 26 June 2024, Mr Hettinga was appointed
for another four-year term by the General Meeting of Shareholders. The fifth term
expires in 2028.
Value8 | Annual Report 2025
38
Personalia
Board of Directors Statement
The Board of Directors declares that to its knowledge:
the financial statements, as included in this report, give a true and fair view of
the assets, liabilities, financial position, and results for the financial year of
Value8.
the management report, as included in this annual report, gives a true and
fair view of the situation on the balance sheet date and the course of
business during the financial year of Value8. The management report
describes the material risks Value8 faces.
Bussum, the Netherlands,
28
February
2026
Board of Directors
Mr P.P.F. de Vries
Mr G.P. Hettinga
19. Board of Directors Statement
Value8 | Annual Report 2026
39
Board of Directors Statement
VALUE8 | FINANCIAL STATEMENTS 2025
40
20 Glossary
DCF
Discounted Cash Flow valuation method for evaluating an investment by estimating future cash flows,
considering
the time value of money.
Earnings per share
Net income attributed to ordinary shares divided by the weighted number of ordinary shares during the financial
year.
Earnings per share before amortisation
Net income attributable to ordinary shares before amortisation divided by the weighted number of ordinary shares
during the financial year.
Diluted earnings per share
Net income divided by the weighted number of ordinary shares during the financial year, assuming that all rights to
shares (such as options or convertible bonds) would have been exercised.
ECL
Expected credit loss.
EBIT(A)
& EBITDA
Earnings Before Interest and Taxes (and Amortization)
& Earnings Before Interest,
Taxes,
Depreciation and
Amortization.
FTE
Full-time equivalent. A unit of measure to express the size of the number of employees. One FTE represents one staff
member with a full working week.
IFRS
The International Financial Reporting Standards (IFRS) is an accounting standard for annual reports.
Net asset value per share
The equity per ordinary share.
Solvency
Equity expressed as a percentage of total assets.
Total shareholder return (TSR)
The return on equity measured by the change in share price plus the dividend.
WACC
Weighted average cost of capital. It is a formula by which the average costs of a company's capital are
calculated. The cost of debt and the cost of equity are weighted.
VALUE8 | FINANCIAL STATEMENTS 2025
41
21
Financial Statements 2025
VALUE8 | FINANCIAL STATEMENTS 2025
42
Table of Contents
21.1 Financial statements
43
21.1.1 Statement of Financial Position
43
21.1.2 Income Statement
44
21.1.3 Statement of Changes in Equity
45
21.1.4 Cash flow statement
46
21.2 Notes to the financial statements
47
21.2.1 Value8 basis for reporting
48
21.2.2 Tangible fixed assets
50
21.2.3 Property investments
55
21.2.4 Private equity investments
55
21.2.5 Loans granted to listed
investments
61
21.2.6 Loans granted to others
62
21.2.7 Options on investments in
investment portfolio
62
21.2.8 Listed investments
62
21.2.9 Receivables and accruals
65
21.2.10 Cash
65
21.2.11 Share capital
65
21.2.12 Earnings per share
66
21.2.13 Non-current liabilities
66
21.2.14 Amounts owed to credit
institutions
66
21.2.15 Loans from related parties
66
21.2.16 Trade and other payables
66
21.2.17 Financial instruments measured
at fair value
66
21.2.18 Private equity investments
67
21.2.19 Contingent liabilities
68
21.2.20 Risks
68
21.2.21 Related parties
70
21.2.22 Events after the balance sheet
date
71
21.2.23 Fair value changes private
equity investments
72
21.2.24 Fair value changes listed
investments
72
21.2.25 Interest loans granted to
private equity investments
72
21.2.26 Interest listed investments
72
21.2.27 Realised results
72
21.2.28 Other income
72
21.2.29 Dividends
72
21.2.30 Wages, salaries, and payroll
taxes
73
21.2.31 Other operating expenses
73
21.2.32 Financial income and expenses
73
21.2.33 Corporate income taxes
73
21.2.34 Segmented information
74
21.2.35
External auditor’s service fees
75
21.2.36 Proposed appropriation of
profit
75
21.3 Other data
76
21.3.1 Statutory provisions on profit
appropriation
76
21.3.2 Auditors report
77
VALUE8 | FINANCIAL STATEMENTS 2025
43
21.1.1 Statement of Financial Position
(x € 1.000)
31-12-2025
31-12-2024
Assets
Fixed Assets
Tangible fixed assets
21.2.2
651
186
Property investments
21.2.3
715
715
Private equity investments
21.2.4
16,528
15,867
Loans granted to private equity investments
21.2.4
458
695
Loans granted to listed investments
21.2.5
16,192
14,214
Loans granted to others
21.2.6
441
478
Options listed investments
21.2.7
4,106
1,196
Listed investments
21.2.8
87,497
41,035
Total fixed assets
126,588
74,386
Current assets
Loans granted to private equity investments
21.2.4
498
-
Loans granted to listed investments
21.2.5
165
-
Loans granted to others
21.2.5
129
-
Listed investments
21.2.8
11,051
34,336
Receivables and current & accrued assets
21.2.9
112
204
Cash
21.2.10
1,020
1,090
Total current assets
12,975
35,630
Total assets
139,563
110,016
(x € 1.000)
31-12-2025
31-12-2024
Equity
Share capital
21.2.11
3,740
3,740
5% Cumulative preference shares
740
600
Share premium
30,246
32,738
Share premium 5% cumulative preference shares
12,469
10,117
Revaluation reserve
5,105
4,185
Other reserves
49,983
44,489
Result
16,875
7,136
Total equity attributable to shareholders of the company
119,158
103,005
Long-term liabilities
Lease and rent liabilities
21.2.13
490
30
Total long-term liabilities
490
30
Current liabilities
Current account with credit institutions
21.2.14
11,819
2,825
Loans from related parties
21.2.15
6,104
2,333
Lease and rent commitments
21.2.13
134
133
Accounts payable and other current & accrued liabilities
21.2.16
1,858
1,690
Total current liabilities
19,915
6,981
Total liabilities
20,405
7,011
Total equity and liabilities
139,563
110,016
VALUE8 | FINANCIAL STATEMENTS 2025
44
(x €1.000)
2025
2024
Operating income
Fair value changes private equity investments
21.2.23
1,437
456
Fair value changes listed investments
21.2.24
13,245
2,580
ECL charge loans granted to private equity investments
21.2.4
-
-45
ECL charge loans granted to listed investments
21.2.5
-146
260
Fair value changes options listed investments
21.2.7
2,911
682
Interest on loans granted to private equity investments
21.2.25
28
48
Interest on loans granted to listed investments
21.2.26
1,094
1,133
Interest on loans granted to others
21.2.6
16
30
Realised results private equity investments
21.2.27
-1,000
463
Realised results listed investments
21.2.27
899
-48
Other income
21.2.28
55
250
Dividends
21.2.29
1,832
3,757
Total operating income
20,371
9,566
Operating costs
Wages, salaries, and payroll taxes
21.2.30
1,443
1,207
Other operating expenses
21.2.31
705
599
Depreciation and amortisation
21.2.2
128
128
Total operating expenses
2,276
1,934
Finance income and finance expenses
Financial income
21.2.32
-
-
Financial expenses
21.2.32
-813
-496
Net finance income (expense)
-813
-496
Result before tax
17,282
7,136
Income taxes
19.2.33
-407
-
Result after tax
16,875
7,136
(x €1.000)
2025
2024
Attributable to:
Shareholders of the company
16,875
7,136
Result for the financial year
16,875
7,136
Earnings per share attributable to shareholders
Earnings per share attributable to shareholders
1.71
0.71
Statement of comprehensive income
Result for the financial period
16,875
7,136
Total net realised and unrealised results for the financial year
16,875
7,136
Attributable to:
Shareholders of the company
16,875
7,136
Total result for the financial year
16,875
7,136
21.1.2 Income Statement
VALUE8 | FINANCIAL STATEMENTS 2025
45
21.1.3 Statement of Changes in Equity
(x €1,000)
Share
5% Cumulative
Share
Share premium 5%
Legal
Other
Retained
Total
Capital
preference shares
premium
cum pref shares
reserve
reserves
earnings
equity
Balance at 1 January 2024
3,740
537
33,864
9,054
6,005
38,202
5,820
97,222
Changes
Profit appropriation 2023
-
-
-
-
-
5,820
-5,820
-
Issue of shares
-
63
-
1,063
-
-
-
1,126
Changes in legal reserve
-
-
-
-
-1,820
1,820
-
-
Realised result 2024
-
-
-
-
-
-
7,136
7,136
Dividend in cash
-
-
-
-
-
-1,353
-
-1,353
Dividend in shares
-
-
-1,126
-
-
-
-
-1,126
Balance at 31 December 2024
3,740
600
32,738
10,117
4,185
44,489
7,136
103,005
Changes
Profit appropriation 2024
-
-
-
-
-
7,136
-7,136
-
Issue of shares
-
140
-
2,352
-
-
-
2,492
Changes in legal reserve
-
-
-
-
920
-920
-
-
Realised result 2025
-
-
-
-
-
-
16,875
16,875
Dividend in cash
-
-
-
-
-
-722
-
-722
Dividend in shares
-
-
-2,492
-
-
-
-
-2,492
Balance at 31 December 2025
3,740
740
30,246
12,469
5,105
49,983
16,875
119,158
The changes in equity in the financial year 2025 include the following non-cash transaction:
•
Issue of shares through share-dividend for
€2,492.
VALUE8 | FINANCIAL STATEMENTS 2025
46
21.1.4 Cash Flow Statement
(x €1,000)
2025
2024
Net profit
19.1.2
16,875
7,136
Depreciation and amortisation
21.2.2
128
128
17,003
7,264
Adjustments for:
Net finance expense
21.2.32
813
496
Income taxes
21.2.33
407
-
Fair value changes private equity investments
21.2.23
-1,437
-456
Fair value changes listed investments
21.2.24
-13,245
-2,580
ECL charge loans granted to private equity investments
21.2.4
-
45
ECL charge loans granted to listed investments
21.2.5
146
-260
Fair value changes options listed investments
21.2.7
-2,911
-682
Interest on loans granted to private equity investments
21.2.25
-28
-48
Interest on loans granted to listed investments
21.2.26
-1,094
-1,133
Interest on loans granted to others
21.2.6
-16
-30
Realised results private equity investments
21.2.27
1,000
-463
Realised results listed investments
21.2.27
-899
48
Private equity investments
21.2.4
-224
-123
Private equity divestments
21.2.4
-
6,220
Loans granted to private equity investments
21.2.4
-422
-
Investments in listed interests
21.2.8
-29,332
-4,517
Divestments in listed interests
21.2.8
20,299
3,372
(x €1,000)
2025
2024
Loans granted to listed investments
21.2.5
-10,765
-1,494
Loans granted to others
21.2.6
-75
-121
Redemptions of loans granted to listed investments
21.2.5
9,570
-
Redemptions of loans granted to private equity interests
21.2.4
189
948
Redemptions of loans granted to others
21.2.6
-
-
Changes in receivables and other current assets
21.2.9
92
144
Changes in accounts payable and other liabilities
21.2.16
-238
94
Finance costs paid
21.2.32
-497
-356
Cash flow from operating activities
-11,664
6,368
Cash flow from financing activities:
Dividend payment
19.1.3
-722
-1,353
Redemption loans from related parties
21.2.15
-8,328
-351
Redemption loans from others
21.2.16
-
-2,731
Loans provided from related parties
21.2.15
11,650
-
Cash flow from financing activities
2,600
-4,435
Net change in cash and cash equivalents
-9,064
1,933
Cash and cash equivalents at 1 January 2025 (2024)
19.1
-1,735
-3,668
Cash and cash equivalents at 31 December 2025 (2024)
19.1
-10,799
-1,735
Presented as follows in the Statement of Financial Position:
Cash and cash equivalents
1,020
1,090
Amounts owed to credit institutions
-11,819
-2,825
-10,799
-1,735
The cash flow from operating activities cannot be directly traced to the changes in the balance sheet line items because the balance sheet and notes report changes at
fair value, while the cash flow statement reflects actual cash inflows and outflows from purchases and sales at their transaction prices. The reconciliation below adjusts
for these non-cash fair value movements.
VALUE8 | FINANCIAL STATEMENTS 2025
47
Notes to the financial statements
21.2.1
Value8 basis for reporting
21.2.1.1 General
Value8 N.V. (Value8)
has its statutory seat in Amsterdam,
the Netherlands and an
office in Bussum at Brediusweg 33. Value8 is registered at the Chamber of
Commerce with registration number 09048032. Value8 qualifies as an investment
company under IFRS. Value8's investments are valued at fair value through profit and
loss. The
company’s
principal activities are participating in, financing and lending
funds to natural and/or legal persons and providing guarantees and/or other
security to third parties for its own obligations and/or obligations to companies in
its investment portfolio. The shares of Value8 are listed on the official market of
Euronext Amsterdam.
Business objective
Value8 supports small-cap companies in achieving their growth objectives. Value8
provides venture capital to finance that growth and enables these companies to be
listed. As a listed investment company, Value8 makes diversified investments in the
small-cap segment accessible to private and institutional investors. Investments are
made based on clear investment criteria, with an explicit focus on a positive
contribution (directly or indirectly) to social and economic prosperity. The objective
is to create long-term shareholder value. Both in absolute and relative terms (better
than the benchmark). This objective is pursued with a mitigated risk profile thanks
to a spread of activities and a conservative financing structure. Value8 expects a
higher probability of organic growth and value creation in sectors that may be
enhanced by megatrends offering higher growth than gross national product. These
megatrends are ageing, a retreating government, quality of life and digitalisation. In
this context, five preferred sectors have been defined in the past: healthcare and
leisure,
dedicated business/financial services,
environmental sustainability,
food &
food safety,
and Internet & technology. The five preferred sectors are in line with
the megatrends:
•
Ageing: healthcare and leisure.
•
A retreating government: dedicated business/financial services.
•
Quality of life: environment sustainability,
food and food safety.
•
Digitalisation: internet & technology.
Above sector focuses do not exclude other sectors.
21.2.1.2 Significant accounting policies
International Financial Reporting Standards
Value8’s
financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS)
, as adopted for use within the European Union
(EU-IFRS) and in accordance with Part 9 of Book 2 of the Dutch Civil Code. The
accounting policies applied by Value8 are in accordance with IFRS,
effective 1 January
2025,
and interpretations published by the International Financial Reporting
Interpretations Committee (IFRIC).
New accounting standards
Value8 has applied the following new and amended IFRS standards and IFRIC
interpretations relevant to the Company in 2025, where applicable.
Application of these amended standards,
'IAS 21
–
The Effects of Changes in
Foreign Exchange Rates Lack of Exchangeability' will apply from the 2025 financial
year. This amendment has virtually no impact on Value8.
The following standards and interpretations were issued as of publication date of
the financial statements but are not yet effective for the 2025 financial statements.
Listed below are only those standards for which Value8 reasonably expects that,
when amended in the future, will impact Value8’s disclosures, financial position,
or
results. Value8 will apply these standards and interpretations as soon as they are
effective:
•
Amendments to the Classification and Measurement of Financial Instruments
(IFRS 9 and IFRS 7)
.
•
IFRS 18
–
includes requirements for all entities applying IFRS for the presentation
and disclosure of information in financial statements.
•
IFRS 19
–
Subsidiaries without Public Accountability: Disclosures.
VALUE8 | FINANCIAL STATEMENTS 2025
48
In addition to the above, the IASB has proposed further standards/amendments and
interpretations. However, these are not expected to have a material impact on
Value8’s financial position and operating results.
Accounting policies used in the preparation of the financial statements
The financial statements are denominated in euros. Unless stated otherwise, all
amounts are rounded to the nearest thousand, except for amounts per share. The
financial statements have been prepared on a historical cost basis,
except for the
following:
•
Investments in private equity interests (unlisted companies)
.
•
Investments in listed companies.
•
Financial instruments.
These are measured at fair value. Value adjustments are recognised through profit
and loss. Granted loans are measured at amortised cost in accordance with IFRS 9.
The preparation of financial statements in conformity with EU-IFRS requires
management to make judgements, estimates,
and assumptions that affect the
reported values of assets and liabilities and income and expenses. The estimates
and underlying assumptions are based on experience and other factors. The
estimates’ results are the basis for the book value of assets and liabilities that are
not readily apparent from other sources. Actual outcomes may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are made in the period in which the estimates are revised if
the revision affects only that period. Revisions in the reporting period and future
periods are made if the revision also has consequences for future periods. More
specifically,
for Value8, estimates and assumptions mainly affect the valuation of
private equity investments (investments in unlisted companies) and, to a lesser
extent, the valuation of listed companies (if there is an inactive market) and financial
instruments (loans and options). The accounting policies set out below have been
applied consistently.
The financial statements have been prepared on a going-concern basis.
21.2.1.3 Qualifying as an investment company
Value8 qualifies as an investment company. Based on this qualification, Value8 uses
the consolidation exemption for investment companies (IFRS 10-31). Within the Value8
Group, there are no group companies that are not investment companies themselves.
Value8 carries out investment-related activities (IFRS 10-32). De facto, this means that
Value8 does not consolidate any group companies. De facto, there is a non-
consolidated balance sheet,
profit and loss account and cash flow statement. Based on
its qualification as an investment company, Value8 values all participations at fair value
through the profit and loss statement.
21.2.1.4 Foreign currency
Value8's presentation currency is the euro. It is equal to the functional currency.
Transactions in foreign currencies are accounted for at the exchange rates prevailing at
the transaction date. Monetary assets and liabilities denominated in foreign currencies
are translated at the closing rate at the balance sheet date. Gains and losses arising
from foreign currency transactions and the translation of monetary assets and
liabilities denominated in foreign currencies are recognised in the income statement.
Non-monetary items measured at fair value in a foreign currency are translated at the
exchange rate prevailing at the date the fair value is determined.
21.2.1.5 Tangible fixed assets
Tangible fixed assets are on the balance sheet at historical cost, with less
accumulated depreciation and accumulated impairment losses. Historical cost
includes expenditures directly related to the acquisition of the concerned assets.
Subsequent expenditure on repairs and maintenance, for example, is capitalised
only in the following cases:
•
If the asset item is likely to generate additional future economic benefits.
•
If the cost of the asset can be measured reliably.
All other expenses are charged directly to the statement of comprehensive income.
Depreciation on tangible fixed assets is charged to the statement of comprehensive
income on a straight-line basis. This is done over the estimated lifetime from when
the relevant assets are ready for use. The residual value and lifetime of assets are
reviewed annually at the balance sheet date and adjusted as necessary. Gains and
VALUE8 | FINANCIAL STATEMENTS 2025
49
losses on the sale of tangible fixed assets are in the statement of comprehensive
income under general administrative expenses.
Leases
At the inception of a contract, it is assessed whether a contract is or contains a
lease. A contract is or contains a lease if, in exchange for a fee, the contract grants
the right to control the use of an identified asset for a specified period. On
commencement or amendment of a contract containing a lease, the consideration
in the contract is attributed to each lease component based on relative stand-alone
prices. However, for property leases,
Value8 has chosen not to separate non-lease
components and to account for the lease and non-lease components as one lease
component. Value8 recognizes a right-of-use asset and a lease liability at the
effective date of the lease. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability,
adjusted for lease payments made
on or before the effective date, plus initial direct costs incurred and an estimate of
the costs of dismantling and removing the underlying asset or restoring the
underlying asset or the site on which it is located, less lease incentives received. The
right of use is then depreciated using the straight-line method from the effective
date to the end of the lease term unless the lease transfers ownership of the
underlying asset to Value8 at the end of the lease term or the cost of the right of
use reflects that Value8 will exercise a purchase option. In that case, the right of use
is depreciated over the lifetime of the underlying asset, which is determined on the
same basis as that of tangible fixed assets. In addition, the right of use is
periodically reduced by any impairment losses and adjusted for certain revaluations
of the lease liability. The lease liability is initially measured at the present value of
the lease payments not paid at the effective date, discounted using the implicit
interest rate of the lease,
or, if it is not practical to determine that discount rate,
the
marginal interest rate is used. Typically, the marginal interest rate is used as the
discount rate,
which Value8 determines by obtaining interest rates from various
external funding sources, making certain adjustments to reflect the terms of the
lease and the type of leased asset.
Lease payments included in the measurement of the lease liability include the
following:
•
Fixed payments, including essentially fixed payments.
•
Variable lease payments that depend on an index or a rate, initially valued based on
the index or rate on the effective date.
•
Amounts expected to be paid under a residual value guarantee.
•
The exercise price under a purchase option that is reasonably certain to be
exercised
•
Lease payments in an optional renewal period if it is reasonably certain that the
renewal option will be exercised.
•
Penalties for early termination of a lease unless reasonably unless it is certain that it
will not be terminated early.
The lease liability is measured at amortised cost using the effective interest method.
It is revalued when there is a change in future lease payments due to a change in an
index or rate when there is a change in the estimate of the amount expected to be
paid under a residual value guarantee,
when the assessment changes whether a
purchase, renewal or termination option will be exercised or when there is a revision
of an essentially fixed lease payment. When the lease liability is revalued in this way,
a corresponding change is made to the carrying amount of the right-of-use asset or
recognised in profit or loss if the carrying amount of the right-of-use asset is
reduced to zero.
Value8 presents rights of use that do not meet the definition of property investments
under tangible fixed assets and lease liabilities under 'loans' in the balance sheet.
Short-term leases (leases with a maximum term of 12 months) and leases of low-value
assets, user rights and lease liabilities are not included in the balance sheet. Lease
payments related to these leases are recognised as an expense on a straight-line basis
over the lease term.
21.2.1.6 Property investments
Property investments are accounted for according to the cost model at historical
cost less accumulated depreciation and impairment. Historical cost includes
expenditures directly attributable to the acquisition of the property investments.
Insofar as there are dismantling obligations, these are included in the cost of the
assets. If applicable, future expenses are included in the carrying amount of the
asset or recognised as a separate asset, provided that it is probable that the future
economic benefits associated with the property investment will accrue to Value8
and the cost of the item can be measured reliably. All other repairs and
VALUE8 | FINANCIAL STATEMENTS 2025
50
maintenance costs are charged to the profit and loss account in the financial year in
which they are incurred. Depreciation is calculated using the straight-line method
over the estimated lifetime (25-50 years). Lifetime and residual values are reviewed
annually and adjusted if necessary. A property investment that consists of land is
not depreciated.
21.2.1.7 Financial assets
Value8 recognises the following financial asset classes:
•
Private equity investments.
•
Loans granted to private equity investments.
•
Loans granted to listed investments.
•
Loans granted to others.
•
Options private equity investments.
•
Options listed investments.
•
Listed investments.
Value8 follows the International Private Equity and Venture Capital Valuation
Guidelines (IPEV Guidelines), which are explained below.
Private equity investments also include associates. Associates are companies where
Value8 exercises significant influence over the financial and operating policies but
does not have control. As Value8 is an investment company, these investments are
measured at fair value with fair value changes recognised through profit or loss.
Unlisted group companies (based on the IFRS definition) are not consolidated under
IFRS 10-31 and are classified under private equity investments. Under IFRS 10-31,
unlisted group companies are measured at fair value with fair value changes
recognised through profit or loss.
Private equity investments are initially recognised at cost. After initial recognition,
unrealised value changes resulting from periodic revaluation are recognised in the
income statement.
Private equity investments and options listed investments are recognised at fair
value,
with fair value changes recognised through profit or loss. Loans to portfolio
companies (granted loans to private equity investments and loans u/a listed
investments) are classified under fixed assets or current assets depending on the
maturity of the loan. Presentation is made under fixed assets, except when the
maturity date is less than 12 months from the balance sheet date, in which case
classification as current assets is made.
Loans to portfolio companies are financial assets with fixed or determinable
payments not listed in an active market. After the initial recognition, these financial
fixed assets are measured at amortised cost using the effective interest method and
net of impairment for uncollectibility.
Listed investments include listed group companies and listed non-controlling
interests (associates and investments). Listed group companies are not
consolidated under IFRS 10-31 and are measured at fair value with fair value
changes recognised through profit or loss. Associates classified under listed
investments are measured at fair value with fair value changes recognised through
profit or loss based on IAS 28-18. Investments classified under listed investments
are classified as held for trading and are measured at fair value with fair value
changes recognised through profit or loss under IFRS 9. Initially, listed investments
are accounted for at cost. After initial recognition, unrealised changes in value
resulting from periodic revaluation are recognised in the income statement.
Realised gains or losses on investments are calculated as the difference between
the sale price and the carrying amount of the investment at the time of sale.
Determination of fair value
Regarding methods for determining fair values, Value8 follows the International
Private Equity and Ventures Capital Valuation Guidelines.
a | Listed investments
The listed investments in Value8's portfolio are traded on a regulated market. A
feature of a regulated market is that the closing prices of listed investments are
both available and representative of the fair value of the listed investments. In
accordance with IFRS 13-B34, listed investments in an active market are valued at
the closing price on the valuation date. In principle, for investments in listed
companies in an inactive market, the closing price on the balance sheet date is
initially used if there are frequent transactions during the reporting year. If there are
no frequent transactions during the financial year in an inactive market, a discount
is applied to the share price on the balance sheet date.
VALUE8 | FINANCIAL STATEMENTS 2025
51
If shares held in a listed investment are not exchangeable (letter shares), a discount
is applied to the share price on the balance sheet date for illiquidity reasons.
Active and inactive markets
An active market is one that meets the following criteria:
•
The financial instruments traded in a market are homogeneous.
•
Buyers and sellers can normally be found at any time (there are frequent market
transactions)
.
•
Prices are available to the public.
In an inactive market, a market is not well developed. A market is not well-
developed if there are no frequent transactions during the reporting period.
For the determination of market liquidity,
Value8 considers the following aspects:
•
The company provides regular updates to the market (press releases)
.
•
Half-year figures and annual reports are published to the market.
•
There were no forced distress sales in the evaluation period.
•
There were stock transactions during the year:
o
There were transactions almost every month in the evaluation period.
o
Transactions occurred in the last month of the reporting period, meaning June
(for the half-year figures) and December (for the financial statements)
.
•
For comparable non-identical shares (often non-listen letter shares)
, the term
within which these shares can be converted into listed shares is considered.
•
A discount can be applied to the share price if a lack of liquidity is determined.
b | Private equity investments
Private equity investments in the company's investment portfolio comprise unlisted
associates and unlisted investments ('available for sale'). With these investments, there
is an intention to dispose of the investment in due course. As these investments relate
to unlisted companies (therefore not liquid), these interests are classified as fixed
assets. Private equity investments are recognised on a fair value basis,
with fair value
changes recognised through profit or loss. Given the underlying characteristics of the
private equity investments in the investment portfolio (unlisted large, medium and
small SMEs), fair value is determined based on the price of a recent transaction (IFRS
Level 3) or using a DCF calculation (IFRS Level 3). In exceptional cases, the multiplier
method (IFRS Level 3) is used,
but only if the underlying characteristic of the
investment justifies applying a multiplier method. For investments in which future cash
flows are no longer expected,
except for the settlement of the company to be
liquidated, fair value is determined using the Net Assets method (IFRS Level 3).
Valuation methods
The price of a recent transaction (valuation of private equity investments)
. When
initially accounting for a private equity investment, the transaction price,
excluding
transaction costs, is used as the fair value of the investment (IFRS 9 - 5.1.1)
. Specific
factors related to the transaction are considered to assess whether the transaction
price is representative of fair value, including:
•
Various rights linked to the new and already existing investments (shares)
.
•
Disproportionate dilution of existing shareholders when new shareholders join.
•
The involvement of a new strategic investor rather than a financial investor.
•
A transaction that qualifies as a 'forced sale' or 'rescue package'.
The length of the period during which the most recent transaction price is still
representative of the fair value
measurement depends on the specific circumstances of the underlying private
equity investment. In stable market conditions with few changes within the
company and/or external market conditions, the period in which the recent
transaction price can be used is longer than in a period of rapid change. Value8
applies the price of a recent transaction for up to one year after that transaction.
Available market prices (valuation of listed investments)
For listed interests, the closing price on the valuation date is used to determine the
fair value of the investment. An active market is a precondition.
To determine whether an active market exists,
Value8 analyses among others the
following factors:
•
Frequency of market transactions: are there sequential transactions in the market
every month throughout the year?
•
The volume of transactions sequentially throughout the year.
•
Proximity of transactions to the valuation date: are there any recent transactions?
VALUE8 | FINANCIAL STATEMENTS 2025
52
•
Availability and correlation of market information: Is there a provision of current
market information by the company being valued,
and is there a correlation
between the market information provided and the development of the share price?
Is sufficient public information about the company to be valued available?
If Value8 concludes that there is an inactive market,
it uses the share price as an
indication of fair value whereby a discount is applied to the share price.
Regarding a possible discount on the share price (IFRS Level 2 valuation or IFRS Level 3
valuation derived from the share price), the relevance of the objectively observable
input variable (de facto closing price of the identical or comparable share) is first
evaluated. If relatively low volumes in relation to outstanding shares (potentially) lead
to the conclusion that there is an inactive market, Value8 determines whether frequent
transactions occur during the reporting period. If this is the case, the share price is
qualified as a reliable indicator for a fair value valuation of identical financial
instruments.
Concerning non-identical but comparable financial instruments (such as lettered
unlisted shares of listed investments), the closing price of the comparable financial
instrument is used as the basic input variable for fair value measurement. A markdown
is applied to this basic input variable depending on the following:
•
Discount for lack of marketability (DLOM): maximum 20%.
•
Discount for lack of control (DLOC): maximum 20%.
The starting point here is a representative exit price between market participants in the
current market.
Discounted Cash Flow method (valuation of private equity investments)
Under the DCF method, the current fair value is determined by calculating the net
present value of the future cash flows of the underlying business (enterprise value).
The cash flows and terminal value relate to the underlying activities of the company
being valued. A fair value measurement using an IFRS Level 3 DCF analysis is prepared
under the condition that there is uncertainty about cash flows arising from working
with estimates rather than known amounts. Cash flow projections are based on
reasonable and supportable assumptions representative of management's best
estimates of economic conditions over the remaining lifetime of the asset and cash
flow projections,
as well as the most current and authorised budgets of (local)
management.
The DCF analysis discounts the forecast cash flows; terminal values are discounted at
the weighted average cost rate. Where possible, Value8 uses external input variables
for the components determining the weighted average cost rate (risk-free interest rate,
industry equity-to-debt ratio and cyclical sensitivity). The market risk premium and
enterprise risk premium are determined using benchmark information, which is
common practice in the market in relation to the specific characteristics of the equity
investment to be valued. More specifically,
for the enterprise risk premium, elements
such as customer dependency, supplier dependency, management dependency,
spread of activities, entry barriers, track record and flexibility are considered.
The enterprise value derived from the DCF is adjusted for the following elements to
arrive at the equity value (base valuation):
•
Net debt adjustment (debt and excess cash).
•
Adjustment for other equity claims (preference shares, option packages and
minority third parties)
.
•
Adjustment creditor equivalents (pension provisions, claims, dividends payable)
.
•
Deferred Corporate Income Tax assets on account of offsetable losses under the
condition that post-tax cash flows based on the nominal tax rate have been
calculated in the DCF.
•
Adjustment of non-operating assets (associates and joint ventures)
.
Multiples (private equity investments)
The multiple valuation technique is appropriate in exceptional cases for the primary
valuation of a private equity investment in the investment portfolio. The multiple
method is applied if there is a mature company with an identifiable stream of recurring
revenue and relatively stable cash flows, providing that a representative peer group
can be assembled. Given the composition of the private equity investment portfolio
(large companies, medium-sized companies and small SMEs), compiling a
representative peer group can be complex. As such, the multiple method is only used
in exceptional cases for the primary valuation. However, the multiple method is used
within Value8 as an additional check on the values resulting from the DCF calculations.
Depending on a company's stage of development, sector and geographical location,
VALUE8 | FINANCIAL STATEMENTS 2025
53
Value8 uses an EBITDA/EBITA multiplier or a revenue multiplier. In the multiple
valuation technique, Value8 considers the following elements:
•
application of an appropriate multiple, taking into account the size, risk and growth
prospects of the underlying equity investment to determine enterprise value
•
adjustment net debt (debt and excess cash)
•
adjustment of other equity claims (preference shares, option packages and minority
third parties)
•
adjustment creditor equivalents (pension provisions and claims)
•
adjustment of non-operating assets (associates and joint ventures)
•
Include adjustment for differences in tax payments in the multipliers to be
determined based on pre-tax ratios (Sales, EBITDA and EBIT)
Using an EBITDA multiple is most appropriate for companies with mature recurring
revenue and relatively stable cash flows.
For companies with mature businesses that do not yet generate stable,
consistent
profits, a revenue multiple is an appropriate multiple to determine enterprise value.
The turnover multiple method assumes that a normalised level of profit can be
generated based on the level of turnover. This valuation technique applies to
companies that are running losses, where the assumption is that these losses are
temporary and that a normalised level of recurring profit can be established. A
valuation based on a turnover multiple can be achieved by using adjusted historical
turnover figures combined with a forecast of turnover based on which a sustainable
profit margin can be realised.
The validity of multiples used by Value8 is increased by:
•
Objective selection of peers.
•
Consistently defining multiples.
•
Adjusting multiples to account for differences in tax payments.
•
Using the appropriate multiple for the specific market.
Value8 uses multiples derived from current market multiples reflecting the fair value of
comparable listed companies or based on comparable current market transactions.
Typically,
the fair value of Value8's Dutch private equity investments are based on
sector multiples published by Dutch M&A-platforms.
The fair value measurement takes into account the impact of the liquidity of the
interest held.
Net Assets (private equity investments)
The Net Assets method is used to determine fair value only in exceptional cases.
Under the Net Assets method, the private equity investment is valued at the visible net
asset value of the investment, with the assets and liabilities of the (private equity)
investment valued at fair value. This valuation technique is suitable for (private equity)
investments where the value depends mainly on the underlying assets rather than
income.
In specific cases, Value8 also uses the Net Assets Method for equity investments that
do not generate future cash flows because the underlying operations have ceased,
and the company only needs to liquidate (wind up) the remaining assets and liabilities.
Comprehensive financial data
With respect to the non-listed investments,
Value8 emphasises that the valuation is,
in
some cases,
based on financial data and/or data derived from the regular monthly
reports by these companies. Some of the smaller companies have no obligation to
publish audited accounts themselves. Although the DCF valuations rely on estimates of
future developments and cashflows,
the financial basis (net cash/net debt) is based on
current
–
and,
in those cases,
unaudited
–
financial data.
Share in listed companies
In some cases, a discount is applied to the actual share price in case there is no active
market or with respect to a number of shares that are not traded on the stock market
and can not be converted in a short time frame. If applicable, the DLOM or DLOC is
used.
Specific considerations
Indicative bids
Indicative bids are not used separately but as supporting information based on
another valuation method.
21.2.1.8 Trade receivables and accruals
Trade receivables and other receivables are initially recognised in the financial
statements at fair value and subsequently at amortised cost, using the effective
interest method and net of the provision for bad debts. A provision for bad debts is
recognised when it is assumed that a receivable or part of a receivable will not be
VALUE8 | FINANCIAL STATEMENTS 2025
54
collected. The amount of the provision is determined as the difference between the
carrying amount of the receivable and the present value of estimated future cash
flows. The addition to the provision is recognised in other operating expenses in the
income statement.
21.2.1.9 Cash
Cash consists of cash and bank balances and other demand deposits. Bank overdrafts
are included in current liabilities. Cash and cash equivalents are valued at nominal
value.
21.2.1.10 Equity Value8
Value8 ordinary shares A,
B & 5% cumulative preference shares C are classified as
equity. The purchase price of shares buybacks is deducted from other reserves until
these shares are cancelled or reissued. The dividend payable to holders of shares is
recognized as a liability when the General Meeting of Shareholders approves the
dividend proposal.
21.2.1.11 Provisions
Provisions are determined based on estimates of future cash outflows from legally
enforceable or constructive obligations because of a past event of uncertain timing or
amount,
which are related to the business activities and for which a reliable estimate
can be made.
19.2.1.12 Other non-current liabilities
Other non-current liabilities are measured on initial recognition at fair value
, less any
directly attributable transaction costs. After initial recognition, the effective interest
method measures these liabilities at amortised cost
.
21.2.1.13 Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently at
amortised cost.
21.2.1.14 Employee benefits
Value8 does not provide an old age pension,
a pension for widows,
widowers,
orphans,
or a disability pension.
21.2.1.15 General statement of comprehensive income
Income and expenses are recognised in the year to which they relate.
21.2.1.16 Operating income
Operating income consists mainly of fair value changes in private equity investments
and listed investments and realised transaction results on these investments. Dividends
received are recognised as a separate source of income.
Finance income and costs are allocated to the period to which they relate. Interest
income is recognised on a time-proportion basis using the effective interest method.
The dividend obligation arising from the issue of 5% cumulative preference shares C is
recognised under finance expenses.
21.2.1.17 Corporate income tax
Corporate income tax comprises current and deferred tax. Corporate income tax is
recognised in the income statement except to the extent that it relates to items
recognised directly in the statement of comprehensive income. In the latter case,
the related tax is also recognised directly in the statement of comprehensive
income. Tax due and recoverable for the reporting period consists of income tax
on taxable profit, calculated using the applicable tax rates. This considers exempt
profit components and non-deductible amounts, as well as adjustments to tax
for previous financial years. Deferred taxes are recognised for temporary
differences between the tax values of assets and liabilities and their carrying
amounts in the financial statements. If a deferral would arise on initial recognition in
the financial statements of an asset or liability arising from a transaction that affects
neither the commercial nor the taxable result, it is not recognised. Deferred taxes
are calculated based on enacted tax rates and laws enacted or substantially enacted
by the balance sheet date and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is paid. Deferred tax assets for offsetable
losses are capitalised only to the extent that it is probable that offsetting can take
place against profits to be realised in future years. Deferred tax assets and liabilities
with the same term and with the same tax entity are offset on the balance sheet to
the extent that a legal right to offset exists.
VALUE8 | FINANCIAL STATEMENTS 2025
55
21.2.1.18 Earnings per share
Earnings per share attributable to ordinary shareholders are calculated by dividing net
income by the weighted average number of ordinary shares outstanding during the
year. To arrive at diluted earnings per share, the ordinary shares that would have been
outstanding if the financial equity instruments
–
convertible bonds or share options
–
had been converted into ordinary shares are also included.
21.2.1.19 Cash flow statement
The cash flow statement is prepared using the indirect method. Tax receipts and
payments are included in net cash flow from operating activities, and dividends paid
under cash flow from financing activities.
21.2.2 Tangible fixed assets
This concerns the right of use of the property on Brediusweg 33 in Bussum. The
rental agreement will be renewed in June 2026 for a period of five years and runs
until June 2031.
Right of use
Total
Total
Brediusweg
2025
2024
Balance at 1 January 2025 (2024)
Acquisition value
592
592
590
Accumulated depreciation
-406
-406
-278
Carrying amount
186
186
312
Changes
Investments
593
593
2
Divestments
-
-
-
Depreciation
-128
-128
-128
Balance at 31 December 2025 (2024)
Acquisition value
710
710
592
Accumulated depreciation
-59
-59
-406
Book value
651
651
186
21.2.3
Property investments
This concerns land positions in the municipality of Gooise Meren,
which was
acquired in 2019. Value8 has chosen to value the land at acquisition cost based
on the Cost Model. In accordance with IFRS, there is no depreciation on land.
There are no known restrictions in the Netherlands Land Registry records (Dutch:
Kadaster)
, nor are there any contractual obligations. Maintenance of
€1 has been
carried out in 2025. The Fair Value is deemed to correspond to the purchase
price.
21.2.4
Private equity investments
Value8 finances non-listed companies in the investment portfolio with a loan where
appropriate. Value8 monitors the fair value of the private equity investments based on
the total asset value of the underlying private equity investment.
VALUE8 | FINANCIAL STATEMENTS 2025
56
The changes in private equity investments are as follows:
31 December 2025
31 December 2024
Private equity investments
Equity
Loans
IFRS
Equity
Loans
IFRS
interests
granted
Total
Level interests
granted
Total
Level
Concordia Holding
6,941
-
6,941
3
6,520
-
6,520
3
Deal Value Group
4,560
-
4,560
3
4,273
-
4,273
3
BK Group International
2,412
426
2,838
3
1,895
-
1,895
3
Skysource Holding
-
-
-
3
1,000
-
1,000
3
AA Circular
1,626
-
1,626
3
1,800
-
1,800
3
Pavo Zorghuizen
915
530
1,445
3
305
695
1,000
3
Other private equity interests
74
-
74
3
74
-
74
3
16,528
956
17,484
15,867
695
16,562
The loans granted to private equity investments are valued at amortised cost. Given the
specific characteristics of the loans, this corresponds to fair value.
The changes in private equity investments are as follows:
Private equity
Balance
Revaluation
Balance
investments
1-Jan-2025 Investments
Divestment
/ Result
31-Dec-2025
Concordia Holding
6,520
-
-
421
6,941
Deal Value Group
4,273
224
-
63
4,560
BK Group International
1,895
-
-
517
2,412
Skysource Holding
1,000
-
-
-1,000
-
AA Circular
1,800
-
-
-174
1,626
Pavo Zorghuizen
305
-
-
610
915
Other private equity interests
74
-
-
-
74
15,867
224
-
437
16,528
VALUE8 | FINANCIAL STATEMENTS 2025
57
The changes in loans granted to private equity investments are as follows:
Loans granted to private
Balance
Revaluation /
Balance
equity investments
1-Jan-2025 Investments Repayment
amortisation
Interest
31-Dec-2025
Pavo Zorghuizen
695
-
-189
-
24
530
BK Group International
-
422
-
-
4
426
695
422
-189
-
28
956
The maximum credit risk consists of the carrying amount of the loan balances
recognised as of the reporting date. For the majority of the loans granted provided
to, collateral was obtained in respect of pledges on the assets of the companies to
which financing was granted.
Additional information loans granted to private equity investments 31
December 2025
Maturity breakdown
Maximum
Longer than
1 year
1 to 5 years
5 years
Total
Amount
498
217
241
956
Currency
Euro
Euro
Euro
Euro
Interest varies between 0% and 6%. In accordance with IFRS 9, provisions are formed
on loans granted based on the assessed risk profile and collateral provided.
In 2023 Value8 acquired a 30,8% interest in Deal Value Group. The company's
31 December 2024 fair value has been determined based on the price of the most
recent transaction in March 2024, when a final agreement was reached. As of 31
December 2025 Value8 holds a 33.3% stake in Deal Value Group. The 31 December
2025 fair value is based on Value8’s general DCF valuation methodology (
21.2.4.1).
Value8 owns a 25.6% stake in Concordia Holding N.V. As of 31 December 2025, this
investment is valued at €6,941 (31 December 2024: €6,520). In 2025, a revaluation of
€421 was made on this investment (2024: €1,000). Value8 holds non-voting depositary
receipts in Concordia Holding. The liquidity of these depositary receipts is very limited.
In addition, Value8 has no controlling interest in Concordia Holding, and with respect
to the (financial) disclosure of Concordia Holding, Value8 depends on the information
provided by the management of Concordia. Apart from the Concordia annual
accounts, the disclosures are relatively limited. The valuation of the Concordia
investment, like other private equity interests, is based on a DCF calculation (Level 3
valuation). A projection has been made of the 31 December 2025 balance sheet and
income statement based on 2025 developments in the industry Concordia is active in,
in combination with data from prior years. Concordia will disclose its 2025 financial
statements to its shareholders in the May 2026 AGM.
21.2.4.1
Assumptions used in determining the fair value of equity interests
The valuations of the private equity investments are mostly based on a DCF
calculation (Level 3 valuation). The DCF calculations are based on a general Value8
DCF valuation model. The assumptions used in the Value8 DCF valuation model are
shown below. The risk-free interest rate of 2.8% (2024: 3.0%)
is based on an average
VALUE8 | FINANCIAL STATEMENTS 2025
58
forward rate used by Dutch companies following an annual survey by Fernandez and
Acin (survey May 2025: 2.8%)
. The market risk premium used is 5.3% and is also based
on the annual survey by Fernandez and Acin (2024: 5.4%)
. Firm-specific risk (cost of
equity) was determined by analysing weighted risk factors (between 0% and 9.19%)
along with a 2% illiquidity premium. Firm-specific risk (alpha) was treated as a
component of the 'unlevered' cost of equity. The unlevered cost of equity is adjusted
using capital ratios and the cost of debt (cost of equity levered).
The cost of debt capital after tax is determined based on the financing capacity of the
respective company and on observations of comparable companies within the
investment portfolio. In addition, the tax deductibility of interest expenses based on
the nominal tax rate ('tax shield') is considered. Regarding capital ratios, for the
purpose of determining the discount rate, the average capital ratio is determined on
the basis of a weighted average capital structure of comparable companies in a
selected industry (Damodaran database)
. The WACC derived from this method is used
to calculate the
company’s
fair value. All DCF valuations distinguish between a
forecast period and a 'residual value'. The residual value is calculated based on the
'perpetuity approach'. The cash flow from the last forecast year is treated with a
'terminal growth rate' of 2%. Enterprise value is calculated by summing the present
value of free cash flows in the forecast period with the present value of the residual
value. Shareholder value is calculated by reducing the enterprise value by net debt
items, such as granted loans, provisions, deferred tax liabilities and Value8 financings.
This amount is then summed with the value of non-operating assets and cash-like
items, such as excess cash. Cash flow forecasts are based on reasonable and
substantiated assumptions made by local management. In preparing the projections,
numerical analyses of realised margins and sales trends have been used. The
projection period of the DCF models is five years. In the forecast years 2026 to 2030,
turnover and margin developments have been estimated per relevant segment. The
same applies to operating cost developments in the projection period.
21.2.4.2
Concordia Holding N.V.
Fair value measurement as of 31 December 2025
The fair value of Concordia Holding has been determined using the general Value8 DCF
valuation methodology. The following determinants were used in the specific valuation
of Concordia: Debt/Equity ratio of 33.5%, company-specific risk (alpha) of 5.6% and a
cost of debt of 5.4%. Based on the general Value8 DCF valuation methodology, a WACC
of 13.31% was used in the valuation.
21.2.4.3
Deal Value Group B.V.
Fair value measurement as of 31 December 2025
The fair value of Deal Value Group has been determined using the general Value8
DCF valuation methodology. The following determinants were used in the specific
valuation of Deal Value Group: Debt/Equity ratio of 35.6%, company-specific risk
(alpha) of 5.8% and a cost of debt of 5.4% Based on the general Value8 DCF
valuation methodology, a WACC of 13.59% was used in the valuation.
21.2.4.4
BK Group International B.V.
Fair value measurement as of 31 December 2025
The fair value of BK Group International has been determined using the general Value8
DCF valuation methodology. The following determinants were used in the specific
valuation of BK Group International: Debt/Equity ratio of 27.0%, company-specific risk
(alpha) of 6.4% and a cost of debt of 5.4%. Based on the general Value8 DCF valuation
methodology, a WACC of 14.29% was used in the valuation.
21.2.4.5
AA Circular B.V.
Fair value measurement as of 31 December 2025
The fair value of AA Circular has been determined using the general Value8 DCF
valuation methodology. The following determinants were used in the specific
valuation of AA Circular: debt/equity ratio of 49.4%, company-specific risk (alpha) of
6.2%, and a cost of debt of 5.39%. Based on the general Value8 DCF valuation
methodology, a WACC of 13.86% was used in the valuation.
VALUE8 | FINANCIAL STATEMENTS 2025
59
21.2.4.6
Skysource Holding
Fair value measurement as of 31 December 2025
Skysource’s operations ceased in 2025. The company was liquidated in 2025 and
valued at nil as of 31 December 2025.
21.2.4.7
Pavo Zorghuizen B.V.
Fair value measurement as of 31 December 2025
The fair value of Pavo Zorguizen has been determined using the general Value8 DCF
valuation methodology. The following determinants were used in the specific
valuation of Pavo Zorghuizen: debt/equity ratio of 240%, company-specific risk
(alpha) of 6.0%,
and a cost of debt of 5.4%. Based on the general Value8 DCF
valuation methodology, a WACC of 13.39% was used in the valuation.
21.2.4.8
Other private equity investments
The Net Assets Value method was used to value the other non-material private equity
interests. This method has been used for investments where no future cash flows can
be predicted or for investments that do not generate future cash flows. Only the
remaining assets and liabilities need to be settled. Accordingly, the Net Assets Value
method is a representative method for determining fair value in this specific situation.
21.2.4.9
Sensitivity analysis
The DCF valuation models include certain input variables related to revenue growth and
WACC. The following unobservable input variables were used to calculate the WACC:
risk-free rate, market risk premium, company-specific risk, average cost of debt,
financing ratio of the sector in which the specific company operates and the nominal tax
rate. Changes in any of these variables also change the WACC percentage. The
sensitivity analysis assumes the aggregation of these unobservable input variables
results in a change in the WACC of +1% or -1%. The unobservable input variable long-
term growth-rate is aggregated in the sensitivity analysis regarding sales growth of +1%
and -1%.
Sensitivities related to these input variables are shown below. If the models had used a
one percentage point lower/higher sales growth or a one percentage point
higher/lower WACC, assuming an unchanged cost structure and investment level, the
calculations would have led to the following possible additional value changes.
31-Dec-2025 Sensitivity
Sales growth -1%
WACC +1%
Concordia Holding
-1,514
-1,977
Sales growth +1%
WACC -1%
1,214
2,364
31-Dec-2024 Sensitivity
Sales growth -1%
WACC +1%
Concordia Holding
-1,462
-1,875
Sales growth +1%
WACC -1%
1,205
2,229
31-Dec-2025 Sensitivity
Sales growth -1%
WACC +1%
BK Group International
-217
-149
Sales growth +1%
WACC -1%
218
178
31-Dec-2024 Sensitivity
Sales growth -1%
WACC +1%
BK Group International
-117
-65
Sales growth +1%
WACC -1%
116
76
31-Dec-2025 Sensitivity
Sales growth -1%
WACC +1%
Deal Value Group
-208
-362
Sales growth +1%
WACC -1%
211
428
VALUE8 | FINANCIAL STATEMENTS 2025
60
31-Dec-2025 Sensitivity
Sales growth -1%
WACC +1%
Pavo Zorghuizen
-204
-104
Sales growth +1%
WACC -1%
162
123
31-Dec-2024 Sensitivity
Sales growth -1%
WACC +1%
Pavo Zorghuizen
-185
-53
Sales growth +1%
WACC -1%
185
64
31-Dec-2025 Sensitivity
Sales growth -1%
WACC +1%
AA Circular
-226
-163
Sales growth +1%
WACC -1%
230
193
31-Dec-2024 Sensitivity
Sales growth -1%
WACC +1%
AA Circular
-159
-181
Sales growth +1%
WACC -1%
172
213
Overview of private equity investments
Private equity investment
City/country
Participation in % 31-Dec-2025
Participation in % 31-Dec-2024
Concordia Holding N.V.
Meppel, the Netherlands
25.4%
25.4%
Deal Value Group B.V.
Amsterdam, the Netherlands
33.3%
30.8%
BK Group International B.V.
Amsterdam, the Netherlands
100%
100%
AA Circular B.V.
Rijsenhout, the Netherlands
65%
65%
Skysource Holding B.V.
Eindhoven, the Netherlands
liquidated
100%
Pavo Zorghuizen B.V.
Tienray, the Netherlands
100%
100%
Other private equity investments:
DS Petcare B.V.
Amsterdam, the Netherlands
liquidated
100%
Westerzaan Holding B.V.
Amsterdam, the Netherlands
100%
100%
Portan N.V.
Amsterdam, the Netherlands
100%
100%
Kersten Healthcare B.V.
Amsterdam, the Netherlands
85%
85%
The statement,
in accordance with Article 2:379 of the Dutch Civil Code,
has been filed with the Chamber of Commerce.
VALUE8 | FINANCIAL STATEMENTS 2025
61
21.2.5
Loans granted to listed investments
Loans granted to listed investments
2025
2024
Morefield Group N.V.
11,345
12,000
Almunda Professional N.V.
4,160
1,295
Cumulex N.V.
852
919
16,357
14,214
The loans granted to listed investments are valued at amortised cost. Given the specific
characteristics of the loans, this corresponds to fair value.
Additional information loans granted to listed investments 31 December 2024
Maturity
Maximum 1 year to Longer than
breakdown
1 year
5 years
5 years
Total
Amount
165
13.391
2.801
16.357
Currency
Euro
Euro
Euro
Euro
Interest varies between 0% and 7%.
21.2.5.1 Morefield Group N.V.
The loans granted to Morefield mainly consist of the 2.5% bullet loan of
€10,640 with a
maturity of 6 years relating to the November 2022
transfer of Value8’s share in Kersten
Groep B.V. to Morefield. The initial measurement at fair value of the non-recourse bullet
loan was
€7,932. The 31 December 2025 fair value is €9,231 (31-Dec-2024: €8,796)
. The
bullet loan will be redeemed in full in November 2028.
Included in the receivable from Morefield Group N.V. are the granted equity loans with
indefinite maturity and interest rates of partly 6% and partly 6-month Euribor + 3%.
During the loan term, repayment of the outstanding balance by Morefield is not
mandatory. Morefield is required to pay the interest annually in arrears but can
unilaterally decide not to pay the interest due and add it to the principal amount. Until
the principal amount and outstanding interest are paid,
Morefield is not entitled to pay
dividends to its shareholders without Value8's approval.
21.2.5.2 Almunda Professionals N.V.
Value8 provided a current account credit funding facility to Almunda Professionals. This
facility is maximized to €5.000 with a minimum term of 48 months (April 2028). The
agreed interest rate is 7%. In 2025
Value8 provided €2,731 to Almunda (2024: €1,265)
.
21.2.5.3 Cumulex N.V.
In the reporting period,
additional funding increased the loan by
€79.
The statement of changes in loans granted to listed investments is as follows:
Loans granted to listed
Balance
Investments /
Revaluation /
Balance
investments
1-Jan-2025 repayments
amortisation
Interest
31-Dec-2025
Morefield Group N.V.
12,000
-1,583
-
928
€ 11,345
Almunda Professionals N.V.
1,295
2,699
-
166
4,160
Cumulex N.V.
919
79
-146
-
852
14,214
1,195
-146
1,094
16,357
VALUE8 | FINANCIAL STATEMENTS 2025
62
21.2.6 Loans granted to others
Balance
Investments /
Revaluation /
Balance
1-Jan-2025 repayments
amortisation
Interest
31-Dec-2025
Loans granted to others
478
76
-
16
570
Additional information on loans granted to others on 31 December 2025:
Maturity
Maximum 1 year to Longer than
breakdown
1 year
5 years
5 years
Total
Amount
129
441
-
570
Currency
Euro
Euro
Euro
Euro
21.2.7 Options on investments in the investment portfolio
These concern 16 million warrants for Morefield Group shares (2x 8 million)
. The
valuation as of 31 December 2025 is based on the Black-Scholes option pricing model.
The assumptions used in the Black-Scholes model are the closing price of Morefield
Group warrants on 31 December 2025 and a risk-free rate of 2.97% (10-year interest
rates on government bonds)
. An expected volatility of 15.1% has been used,
partly
determined on the basis of the recent average volatility of (small cap) exchange funds at
Euronext Amsterdam.
21.2.8 Listed investments
Listed investments
31-Dec-2025 IFRS
31-Dec-2024 IFRS
Level
Level
Fixed financial assets
Morefield Group N.V. *1*
33.619
1/3
22.485
1/3
Ctac N.V.
29.016
1
12.507
1
Almunda Professionals N.V. *2*
11.570
1
11.896
1/3
MKB Nedsense N.V. *3*
9.132
1/3
3.361
1/3
Hawick Data N.V. *4*
3.911
1
3.113
1
Cumulex N.V. *5*
248
3
180
3
Current financial assets
Other listed interests *6*
11.052
1
21.829
1
98.548
75.371
Fixed assets
87.496
41.035
Current assets
11.052
34.336
98.548
75.371
*1* Listed B-shares of Morefield Group are valued at the share price of
€0.77 per share
(level 1). A 20% discount for illiquidity is applied to the valuation of the non-listed A-
shares (€0.616 per share
–
level 3). By 31 December 2024,
B-shares were valued at the
share price of
€0,515. Non-listed A-shares were valued at €0.412 (20% discount)
.
*2* The listed Almunda Professionals B-shares are valued at the share price of
€1.03 (31-
Dec-2024:
€1.16)
per share (level 1)
. The 31 December 2024 non-listed A-shares were
valued at the share price with a discount of 20% at
€0.93
–
level 3).
*3* Listed MKB Nedsense B-shares are valued at the share price (level 1)
of
€0.17
(31-Dec-2024:
€0.068)
. The unlisted A-shares are valued at the stock price minus a
discount of 20% at
€0.136
–
level 3 (31-Dec-2024: 20% discount at
€0.054)
.
VALUE8 | FINANCIAL STATEMENTS 2025
63
*4* Hawick Data: Listed B-shares Hawick Data are valued at the share price of
€2.12
(31-Dec-2024: level 1 listed share price of
€2.16).
*5* For Cumulex, a discount was applied to the share price at the end of 2025 (IFRS Level
3) due to the inactive market. The applied discount is also 20% (31-Dec-2024: discount
20%)
.
*6* A significant part of the assets are invested in other listed securities. These are liquid
to highly liquid. The size of this securities portfolio at the share price on 31 December
2025
–
without applying any 20% discount
–was €11,603.
Regarding one of the other listed interest (TABS Holland)
, similar to 31 December 2024,
a 20% discount was applied to the share price because of the limited number of trades
in this share (Level 3)
.
Sensitivity analysis
Discount
Discount
discounted shares (level 3)
- 5%
+ 5%
Morefield Group N.V.
1,953
-1,953
MKB Nedsense N.V.
334
-334
Cumulex N.V.
16
-16
Other listed investments
138
-138
If no discounts had been applied to shares of listed companies, the equity of Value8
would be
€9.8 million higher (31-Dec-2024: €6.8 million higher)
.
The statement of changes in listed investments is as follows:
Revaluation /
Level 3 to 1
Listed investments &
Balance
transaction
valuation
Balance
securities
1-Jan-2025 Investments Divestments
result
result
31-Dec-2025
Morefield Group N.V.
22,485
-
-
11,134
-
33,619
Ctac N.V.
12,507
18,105
-
-1,596
-
29,016
Almunda Professionals N.V.
11,896
637
-
-963
-
11,570
MKB Nedsense N.V.
3,361
200
-
5,571
-
9,132
Hawick Data N.V.
3,113
948
-
-150
-
3,911
Cumulex N.V.
180
-
-
68
-
248
Other interests & securities
21,829
9,442
-20,299
80
-
11,052
75,371
29,332
-20,299
14,144
-
98,548
VALUE8 | FINANCIAL STATEMENTS 2025
64
The changes in listed investments are as follows:
31 December 2025
31 December 2024
Listed investments
Listed
Loans
IFRS
Listed
Loans
IFRS
interests
granted
Total
Level interests
granted
Total
Level
Morefield Group N.V.
33,619
11,345
44,964
1/3
22,485
12,000
34,485
1/3
Ctac N.V.
29,016
-
29,016
1
12,507
-
12,507
1
Almunda Professionals N.V.
11,570
4,160
15,730
1
11,896
1,295
13,191
1/3
MKB Nedsense N.V.
9,132
-3,090
6,042
1/3
3,361
-2,333
1,028
1/3
Hawick Data N.V.
3,911
-3,014
897
1
3,113
-
3,113
1
Cumulex N.V.
248
852
1,100
3
180
919
1,099
3
Other listed securities held
11,052
-
11,052
1
21,829
-
21,829
1
98,548
10,253
108,801
75,371
11,881
87,252
*
*
*
* The loans granted to Value8 by MKB Nedsense N.V. & Hawick Data N.V. are presented in current liabilities
in the Statement of Financial Position (Loans from related parties).
The loans granted to listed investments are valued at amortised cost. Given the specific characteristics of
the loans, this corresponds to fair value.
21.2.8.2
Listed investments
Listed investments
City/country
Participation in % 31-Dec-2025
Participation in % 31-Dec-2024
Morefield Group N.V.
Willemstad, Cura
çoa
87%
87%
Almunda Professionals N.V.
Amsterdam, the Netherlands
50%
50%
MKB Nedsense N.V.
Amsterdam, the Netherlands
62%
60%
Hawick Data N.V.
Amsterdam, the Netherlands
47%
37%
Cumulex N.V.
Diegem, Belgium
76%
76%
Ctac N.V.
Den Bosch, the Netherlands
67%
29%
VALUE8 | FINANCIAL STATEMENTS 2025
65
MKB Nedsense N.V. holds the following interests:
MKB Nedsense interests
City/country
Participation in % 31-Dec-2025
Participation in % 31-Dec-2024
Private equity investment
Axess Group B.V.
Amsterdam, the Netherlands
100%
100%
GNS Brinkman B.V.
Amsterdam, the Netherlands
100%
100%
Other interests
Almunda Professionals N.V.
Nieuwegein, the Netherlands
13%
13%
Value8 Tech Services B.V.
Amsterdam, the Netherlands
100%
100%
Value8 Tech Group N.V. (excl. associates) Amsterdam, the Netherlands
100%
100%
21.2.9 Receivables and accruals
All receivables and accruals have a maturity of less than one year. The maximum
credit risk consists of the carrying amount of receivables and accruals recognised as
of the reporting date.
21.2.10 Cash
Cash consists of the credit balances in bank accounts and is entirely available for use.
The maximum credit risk consists of the carrying amount of cash and cash
equivalents recognised as of the reporting date.
21.2.11 Share capital
Value8's authorised capital; as of 31 December 2025:
•
2,800,000 A shares (nominal
€0.35)
– Nominal €980;
•
14,000,000 B shares (nominal
€0.35)
– Nominal €4,900;
•
4,000,000 cumulative preference shares C (nominal
€0.35)
– Nominal €1,400.
A and B shares have the same rights, with B shares listed on Euronext Amsterdam.
The Legal Reserve represents unrealized fair value gains on illiquid private equity
investments measured at fair value through profit and loss. In accordance with Article
2:390 of the Dutch Civil Code, this reserve is formed via an appropriation of profit
and is not available for distribution to shareholders. The preference C shares have a
base value of
€6.25 and have a dividend percentage of 5%.
As of 31 December 2025:
•
10,685,792 B shares with a par value of
€0.35,
issued and fully paid up;
•
2,113,452 cumulative preference shares C with a par value of
€0.35 issued and paid
up.
As of 31 December 2024:
•
10,685,792 B shares with a par value of
€0.35,
issued and fully paid up;
•
1,714,683 cumulative preference shares C with a par value of
€0.35,
issued and
paid up.
As of 31 December 2025,
the company has 1,081,905 treasury B-shares in its portfolio.
This leaves 9,603,887 B-shares outstanding with third parties.
From the issued 2,113,452 cumulative preference C-shares per 31 December 2025,
Value8 has 470,333 treasury shares C in the portfolio. This leaves 1,643,119 cumulative
preference C shares outstanding with third parties.
VALUE8 | FINANCIAL STATEMENTS 2025
66
21.2.12 Earnings per share
The calculation of earnings per share for 2025 is based on the result attributable to B-
shareholders of
€16,414 (2024: €7,174) and the average number of outstanding shares
for 2025 is 9,603,887 (2024: 9,603,887). In determining the result attributable to
shareholder B, the 5% cumulative preference dividend C-Shares payable has been
considered. Earnings per share 2024 is
€1.71 (2024: €0.71). Diluted earnings per share
equals earnings per share,
as there are no exercisable rights to Value8
’s
shares.
21.2.13 Non-current liabilities
Non-current liabilities
2025
2024
Lease obligation rental Brediusweg
490
30
Total non-current liabilities
490
30
At year-end 2025,
long-term liabilities represent the lease obligation for the office
building at Brediusweg 33 in Bussum. The agreement runs until June 2031. The part of
the lease obligation payable within one year is
€134 (2024: €133)
and is presented in
current liabilities.
21.2.14 Amounts owed to credit institutions
This concerns the financing drawn on Value8's investment accounts.
As of 31 December 2025 the majority of the listed investments are held with Exante.
Exante's investment account can be used to withdraw 30% of the market value of
investment portfolio held. Interest is the Euribor marginally landing facility rate plus 4%.
21.2.15 Loans from related parties
Loans from related parties
2025
2024
MKB Nedsense N.V.
3,090
2,333
Hawick Data N.V.
3,014
-
6,104
2,333
During 2025,
Value8 repaid
€193 (2024: €48)
in cash on the MKB Nedsense current
account.
MKB Nedsense provided another €800 loan to Value8 in 2025.
The
€3,090
loan,
with a principal amount of
€2,300,
will be repaid within ten business days upon
first request by MKB Nedsense. MKB Nedsense approved a one-year extension of the
term at Value8's request until 31 December 2026. The interest payable is 12 months
Euribor + 3%. Interest is due, in arrears, per annum on 31 December. As long as the
interest is not due, it will not bear interest itself.
The loan from Hawick Data N.V. has a term of one year. The loan, effective 31
December 2025 runs until 31 December 31 2026. The interest rate is 6%.
21.2.16 Accounts payable and other current & accrued liabilities
Other liabilities
2025
2024
Accounts payable
79
274
Other current & accrued liabilities
1,779
1,416
1,858
1,690
Other payables and accruals have a maturity of less than one year.
21.2.17 Financial instruments measured at fair value
In the specifications of the private equity investments,
loans granted to listed
investments and options included above indicate the manner in which the relevant
interest has been valued (IFRS Level 1, 2 or 3)
.
21.2.18 Private equity investments
The specifications of the private equity investments,
loans granted to others, listed
investments and options included above show how the relevant interest has been
valued. In the case of investments where no future cash flows are expected, other
than settlement of the company, the equity value (Net Assets method) is considered
representative of fair value (Level 3 valuation). As of 31 December 2025, the fair value
measurements were predominantly valued on a DCF (Level 3) calculation basis. For
investments in businesses without significant operations or in the intended wind-
down of operations, Net Asset Value (Level 3) has been used.
VALUE8 | FINANCIAL STATEMENTS 2025
67
21.2.18.1 Loans granted to others
Loans granted to others are fixed financial assets with fixed or determinable market
payments that are not valued in an active market. After initial recognition at cost (fair
value at initial recognition), the loans valued at amortised cost less any write-downs
where there are doubts about the
collectability of the loan. Due to the fixed or determinable market loan terms, the
amortised cost of the loans is equal to the fair value. For a further explanation of the
fair value of the loans, please refer to sections 21.2.4,
21.2.5 and 21.2.6. The loans
granted to Morefield Group,
Hawick Data,
and Cumulex have fixed or determinable
market loan conditions. Accordingly, the amortised cost of the loans equals the fair
value (see section 21.2.5).
21.2.18.2 Options
Options on shares in (listed) companies are valued based on a Black-Scholes model
using an observable input variable (Level 2 valuation). Options on shares in private
equity companies are valued based on a Black-Scholes model using an input variable
based on a DCF calculation (Level 3 valuation).
21.2.18.3 Listed investments
For listed investments in an active market, the share price on the balance sheet date is
used for valuation (Level 1). In the case of listed companies in an inactive market, if there
are frequent transactions during the year under review, in principle,
the share price on
the balance sheet date is used for the initial valuation (Level 3 valuation). If there are no
frequent transactions in an inactive market during the financial year,
a discount is
applied to the share price on the balance sheet date (Level 3 valuation). In the case of
shares held in a listed company that are not tradable on the stock exchange (letter
shares), a discount is applied to the share price on the balance sheet date for illiquidity
reasons (Level 3 valuation). Further disclosure regarding level 1 and level 3 valuation of
listed investments is also provided in paragraph 21.2.8 and next paragraph 21.2.18.4
regarding level 3 private equity investment and listed investments & securities.
21.2.18.4 Disclosure level 3 private equity investments & listed investments
Private equity
31-Dec-2025
31-Dec-2024
investments
Level 3
Total
Level 3
Total
Concordia Holding N.V.
6,941
6,941
6,520
6,520
Deal Value Group B.V.
4,560
4,560
4,273
4,273
BK Group International B.V.
2,412
2,412
1,895
1,895
Skysource Holding B.V.
0
0
1,000
1,000
AA Circular B.V.
1,626
1,626
1,800
1,800
Pavo Zorghuizen B.V.
915
915
305
305
Other private equity interests
74
74
74
74
16,528
16,528
15,867
15,867
VALUE8 | FINANCIAL STATEMENTS 2025
68
Listed investments &
31 December 2025
31 December 2024
securities
Level 1
Level 3
Total
Level 1
Level 3
Total
Morefield Group N.V.
2,372
31,247
33,619
1,587
20,898
22,485
Ctac N.V.
29,016
-
29,016
-
-
-
Almunda Professionals N.V.
11,570
-
11,570
10,254
1,642
11,896
MKB Nedsense N.V.
3,794
5,338
9,132
585
2,776
3,361
Hawick Data N.V.
3,911
-
3,911
3,113
-
3,113
Cumulex N.V.
-
248
248
-
180
180
Other interests & securities
8,844
2,208
11,052
32,683
1,653
34,336
59,507
39,041
98,548
48,222
27,149
75,371
Level 3 Private equity &
Reclass
Revaluation 31-Dec-2025
listed interests / securities
1-Jan-2025 (to level 3)
Investments
Divestments
/ Result
Total
Private equity investments
15,867
-
-
-
661
16,528
Listed interest & securities
27,149
-
-
-
11,892
39,041
43,016
-
-
-
12,553
55,569
21.2.19 Contingent liabilities
Value8 provided current account credit funding facility to Almunda Professionals. This
facility
is maximized to €5.000 with a minimum term of 48 months
(April 2028)
. The
agreed interest rate is 7%. In 2025 Value8 provided
€2,731 (2024: €1,265)
to Almunda
(21.2.5.2)
.
21.2.20 Risks
Value8—like any company—is exposed to risks. The increasing complexity of society
and the investment projects Value8 is involved in, as well as changing laws and
regulations,
require Value8 to be significantly risk-aware. Risk management is the
process of identifying, evaluating,
controlling and communicating risks from an
integrated and organisation-wide perspective. It is a continuous process,
if only
because timeliness and acting in changing circumstances demand it. This section
outlines the operational, financial, and investment risks Value8 faces. Value8 is
convinced that risk management is a necessary part of sound governance and the
development of a sustainable business. Through its risk management and an
appropriate balance between risks and returns, Value8 aims to maximise business
success and shareholder value. Optimal risk management should also contribute to
achieving the strategic objectives,
optimising operational business processes in terms
of effectiveness and efficiency, increasing the reliability of financial reporting and
monitoring operations in accordance with laws,
regulations,
and the code of conduct.
The following are the key risk factors affecting Value8. The order of the risks
described is arbitrary.
21.2.20.1 Economic risk
The fluctuations in the economic cycle, just like all other risks to which Value8
’s portfolio
companies are subject, have a potential impact on the results of the private equity
investments and the listed investments and,
therefore,
also on the valuation of the
private equity investments and the listed investments on Value8’s balance sheet.
VALUE8 | FINANCIAL STATEMENTS 2025
69
Value8’s diversified portfolio, spanning across multiple sectors,
experiences varying
impacts from economic fluctuations.
21.2.20.2 Market risk
The value of the listed part of the portfolio depends directly on the relevant stock
market prices and their fluctuations. In addition, the valuation of the unlisted private
equity valuations under IFRS may rely on several market-related elements. However, the
volatility of these market developments does not necessarily reflect the performance of
the relevant investment. This means that the unrealised revaluations in the unlisted
Value8 portfolio, and consequently Value8’s result, may also be determined to a
significant extent by market developments.
21.2.20.3 Competitive risk
Value8 operates in a competitive market characterised by both local and international
private equity players and a rapidly changing competitive landscape. Its success is
largely determined by its ability to hold its own in a highly competitive and
differentiating position.
21.2.20.4 Liquidity risk
Value8’s portfolio partly consists of private equity investments that are unlisted and,
as a
result, less liquid. The realisation of unrealised revaluations on private investments is
uncertain, can take quite some time and is sometimes legally or contractually restricted
during certain periods (lock-up, standstill,
closed period). It also depends, among other
things,
on the development of the results of the investment in question, the business
cycle in general,
the availability of buyers,
and the financing and the possibility of IPOs.
Accordingly, the illiquidity of its assets entails a risk for Value8’s results and cash flow
generation.
The focus in managing liquidity risk is on the net financing headroom, consisting of free
available cash in relation to financial liabilities.
Value8 has a number of funding sources at its disposal, including dividend payments by
companies from the investment portfolio, repayment of debt by companies from the
investment portfolio to Value8, interest payments on loans provided by Value8 to
private equity investments and/or listed investments, full or partial sale of investments,
issuance of ordinary shares or preference shares, attracting (re)financing by Value8
and/or (re)financing of companies in the investment portfolio. As a result, the board
considers the liquidity risk to be limited.
21.2.20.5 Credit risk
Credit risk is the risk of financial loss to Value8 if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. Value8
’s exposure to credit
risk is mainly determined by the individual characteristics of individual debtors. To
determine whether a significant increase in credit risk or an impairment has occurred,
Value8 takes into account various factors, including financial or economic conditions of
the debtor, adverse changes in its business circumstances, contract defaults, covenant
breaches, waivers or amendments and past-due information. With respect to financial
instruments measured at fair value, credit risk is discounted in the fair value
measurement. Loans are issued only after an initial creditworthiness assessment. Write-
offs were made on the loans granted in the past. Adequate provisions are expected to
be recognised on the loans recognised as of the reporting date. Cash and cash
equivalents have been placed with credit institutions with a minimum credit rating of A.
The other asset items under loans and receivables have been recognised at amortised
cost,
which, given the short maturity, is almost equal to the face value. The tables below
combine both loans granted to private equity investments and listed investments and
do not have a public credit rating. Value8 considers a loan at default if no future
redemptions are expected. The increase in loans granted relates to loans granted to
Almunda Professional (21.2.5.2) and the fair value of the loan to Morefield resulting
from the transfer of Kersten Groep in November 2022 (paragraph 21.2.5.1).
VALUE8 | FINANCIAL STATEMENTS 2025
70
Loss allowance Loss
Carrying
Loans
Amortized until
allowance amount
granted costs
31-Dec-2023
2024
31-Dec-2024
Loans
19.049
3.876
-215
15.388
15.387
Loss allowance Loss
Carrying
Loans
Amortized until
allowance amount
granted costs
31-Dec-2024
2025
31-Dec-2025
Loans
20.898
3.661
146
17.091
Loss allowance
2025
2024
Loss allowance 31-Dec-2024 (2023)
3,661
3,876
Changes 2025, stage 1
146
-260
Changes 2025, stage 2
-
45
Changes 2025, stage 3
-
-
Financial assets credit impaired
-
-
Loss allowance 31-Dec-2025 (2024)
3,807
3,661
21.2.20.6 Interest rate risk
The risk due to changing interest rates for Value8 is limited as Value8 is only to a small
extent financed by debt. A 1% decrease in interest rates would not result in a material
change in results or equity. The same applies to a 1% increase in interest rates. The
interest rate risk for portfolio companies is discounted in the WACC and,
as such,
is
included in the sensitivity analyses (paragraph 21.2.4.7)
.
21.2.20.7 Personnel risk
Value8 relies significantly on the experience,
commitment, reputation,
deal-making
skills and network of its directors and senior staff to achieve its objectives. Human
capital is a very important asset for the company. The departure of directors and senior
employees may,
therefore,
have a negative impact on Value8's operations and results.
21.2.20.8 Capital risk policy
At Value8, equity qualifies as capital. The company aims to use most of the retained
reserves for investments in the context of organic growth and acquisitions. It is not
subject to external requirements regarding the capital to be held.
21.2.21
Related parties
Under IFRS-24 shareholders qualify as related party if they have control or joint control,
or significant influence. Purely passive financial investors who do not have significant
influence, do not participate in policy-making and do hold special or veto rights do not
qualify as related party.
Value8's related parties are the companies that are part of Value8's investment portfolio,
the members of the Supervisory Board and the members of the Executive Board. 3L
Capital Holding B.V. also qualifies as a related party.
21.2.21.1 Related party transactions
As of 31 December 2025,
Value8 has granted loans of
€16,633 (31-Dec-2024: €14,909) to investments that are part of Value8's investment
portfolio. In principle,
a market-based interest rate is charged on the loans. See sections
21.2.5 and 21.2.15.
Mr Hettinga is a member of the Supervisory Boards of MKB Nedsense N.V.,
Portan N.V.,
and Hawick Data N.V. For the remuneration of these supervisory directorships and
board positions, please refer to these companies.
Mr De Vries is a member of the Supervisory Boards of MKB Nedsense N.V.,
Almunda
Professionals N.V.,
and Hawick Data N.V. For the remuneration of these supervisory
directorships and board positions, please refer to these companies.
21.2.21.2 Remuneration of Supervisory Board members
VALUE8 | FINANCIAL STATEMENTS 2025
71
The remuneration of the Supervisory Board members is independent of the company's
results. At the end of 2025, there were two (2024: 2).
Supervisory Board:
•
Mr R.A.E. de Haze Winkelman: 2025
€25 (2024: €25). Appointed as of 22 May 2019.
•
Ms E.H.L. Vervuurt: 2025
€20 (2024: €0).
Appointed as of 19 December 2024.
The total remuneration of the Supervisory Board in 2024
amounts to €45. Mr J.P.C.
Kerstens, ended his role as a Supervisory Board member on 19 December 2024.
The remuneration of the Board of Directors is presented below.
Profit
Periodic One-off sharing
income
reward
& bonus 2025
2024
Drs P.P.F. de Vries
262,63
-
40 302,63
290,12
Drs G.P. Hettinga
170,61
-
25 195,61
187,49
Mr De Vries and Mr Hettinga were initially appointed as directors on 24 September
2008 and renominated in periods of four years each time, most recently on 4 June
2024 for another period of four years. In accordance with the remuneration policy
approved by the General Meeting of Shareholders on 26 June 2025, the fixed
remuneration is adjusted periodically
–
that is,
annually. In 2025, the fixed
remuneration increased by 5%. Mr De Vries holds 4.170.207 B shares and 439.479
preference C shares on 31 December 2025 through 3L Capital Holding (2024:
4,029,500 B & 259,400 C).
Mr Hettinga holds 16,200 B shares and 1.898 preference C shares,
and Mr De Haze
Winkelman has 20,000 B shares and 2.647 preference C shares. Within Value8, 'key
personnel' consists of the members of the Board of Directors and the Supervisory
Board. Please refer to Chapter 12 of the annual report for the remuneration policy.
The annual change in remuneration over the last five years, the development of
performance, and the average remuneration are presented in the table below.
2025
2024
2023
2022
2021
Board remuneration
499
477
458
439
418
Number of directors
2
2
2
2
2
Remuneration mr De Vries
303
290
278
267
254
Annual change
4%
5%
5%
5%
4%
Remuneration mr Hettinga
196
187
180
172
164
Annual change
4%
5%
5%
5%
4%
Staff payroll excluding Board
822
729
615
585
554
FTE
7,8
7,5
6,8
6,8
6,8
Average wage costs excl. Board
105
98
90
87
81
Pay ratio Board versus staff
2,4
2,4
2,5
2,5
2,6
Shareholders equity
119.158 103.005
97.222
91.896
96.095
Dividend per share
0,21
0,20
0,19
0,18
0,17
Other comments:
According to the AFM registers, the following disclosures of an interest of more than
3% in the company’s share capital were known as of the date of the annual report:
3L Capital Holding B.V. (P.P.F. de Vries)
36.02% (notification as of 30 December 2025)
J.P. Visser
25.61% (notification as of 19 March 2020)
Value8 NV
10.10% (notification as of 22 May 2019)
The actual percentages within the legal disclosure bandwidth may have changed since
the last disclosure to the AFM register regarding substantial holdings and gross short
positions.
21.2.22 Events after the balance sheet date
On 12 February 2026, MKB Nedsense published a Shareholder Letter in which it
announced that the reverse listing of Treasury BV would not proceed. On 16 February
2026, Value8 published a press release regarding the impact of this event. Based on the
closing
price on 16 February 2026 (€ 0.0945 per MKB Nedsense share), the value of
VALUE8 | FINANCIAL STATEMENTS 2025
72
Value8’s stake in MKB Nedsense had decreased by € 4.0 million (€ 0.42 per share)
compared with the year-end 2025 valuation. This is a non-adjusting event under IAS 10.
As part of the proposed transaction, and at the request of Treasury BV, the investments
of MKB Nedsense were to be transferred to Value8. As the reverse listing will not
proceed, this transfer will also not take place.
21.2.23 Fair value changes private equity investments
Fair value changes private
equity investments
2025
2024
Concordia Holding N.V.
421
1,000
Deal Value Group B.V.
63
-
BK Group International B.V.
517
-
Skysource Holding B.V.
-
-1,011
AA Circular B.V.
-174
170
Pavo Zorghuizen B.V.
610
305
Other private equity investments
-
-8
Total fair value changes private
1,437
456
equity investments
21.2.24
Fair value changes listed investments
Fair value changes listed investments
2025
2024
Morefield Group N.V.
14,045
4,830
Ctac N.V.
-1,596
-1,267
Almunda Professionals N.V.
-963
-1,845
MKB Nedsense N.V.
5,571
-1,568
Hawick Data N.V.
-150
303
Cumulex N.V.
68
-337
Other interests held
-819
3,146
Total fair value changes listings
16,156
3,262
As for other interests held,
Knaus Tabbert AG (€-1,988),
TABS NV (€555)
and Socfinaf SA (€566) most significantly changed shareholder value.
21.2.25
Interest loans granted to private equity investments
Interest loans granted to private
equity investments
2025
2024
BK Group International B.V.
-
13
Pavo Zorghuizen B.V.
28
35
Total
28
48
21.2.26
Interest listed investments
Interest listed investments
2025
2024
Morefield Group N.V.
928
1,103
Almunda Professionals N.V.
166
30
1,094
1,133
21.2.27 Realised results
The realised results consist of transaction results from the sale of shares from the private
equity investment portfolio (realised results private equity investments)
and realised
results from listed investments (realised results listed investments). The transaction
results are calculated in relation to the book value of the relevant investments at the
beginning of the financial year, possibly increased by investments in the relevant
financial year.
21.2.28
Other income
2025 Other income consists of non-recurring income from legal proceedings.
2024 Other income consists of legal proceedings and judicial decisions.
Other income
2025
2024
Non recurring other income
55
250
55
250
21.2.29 Dividends
Dividends received during the financial year from both private equity investments
and listed investments include dividend income from Ctac N.V. €766 (2024: €439),
VALUE8 | FINANCIAL STATEMENTS 2025
73
Concordia Holding N.V.
€264 (2024: €331)
, Almunda Professionals N.V.
€637
(2024:
€604) and TABS €128 (2024: €128)
.
Dividend income
2025
2024
Dividends
1,832
3,757
1,832
3,757
21.2.30 Wages,
salaries, and payroll taxes
Wages, salaries, and payroll taxes
2025
2024
Wages and salaries
1,321
1,100
Payroll taxes
101
90
Other personnel costs
21
17
1,443
1,207
In 2025, an average of 8.8 full-time employees were employed within the company
(2024: 8.5).
21.2.31
Other operating expenses
Other operating expenses
2025
2024
Housing costs
19
25
Consultancy fees
426
369
General operating expenses
260
205
705
599
21.2.32
Financial income and expenses
Financial income and expenses
2025
2024
Financial income
Miscellaneous financial income
-
-
Total financial income
-
-
Financial expenses
Bank charges and commission
-196
-94
Interest on short-term financing
-617
-402
Total financial expenses
-813
-496
Total financial income and expenses
-813
-496
21.2.33
Corporate income taxes
Reported corporate income taxes as a percentage of 2025 results before tax are 2.4%
(2024: 0%). The reconciliation between corporate income tax as reported in the income
statement based on the effective tax rates and tax expense based on the local domestic
tax rate is as follows:
Corporate income tax
Corporate income tax 2025
407
-
Corporate tax domestic rate
4,445
25.7%
1,827
25.6%
Tax Exempted results
-186
-1.1%
-1,081
-15.1%
(deelnemingsvrijstelling)
Offset compensable losses
-769
-4.4%
-
-
Fair value changes & other
-3,083
-18%
-746
-10.5%
(non) taxable results
Effective tax burden
407
2.4%
-
-
2025
2024
VALUE8 | FINANCIAL STATEMENTS 2025
74
As of 31 December 2025, the amount of carry forward losses is
€6,594 (31-Dec-2024:
€8,949). No deferred tax asset has been recognised for the carry-forward losses. If
Value8's income consists purely of exempted participation results, a taxable profit is not
foreseeable. No amounts relating to taxes were recognised directly in equity in the 2025
financial year.
21.2.34
Segmented information
Value8 invests in private companies (private equity investments) and listed companies. The
investments can be in equity or loan form. This results in the following segmentation:
31 December 2025
31 December 2024
Sectors
Equity
Loans
Equity
Loans
investment
granted to
Total
investment
granted to
Total
Private equity investments
16,528
956
17,484
15,867
695
16,562
Listed interest & securities
102,654
16,357
119,011
76,567
14,214
90,781
119,182
17,313
136,495
92,434
14,909
107,343
136,495
107,343
Financial year 2025
Financial year 2024
Sectors
Fair value
Realised
Fair value
Realised
changes
results
Total
changes
results
Total
Private equity investments
1,437
-708
729
411
2,943
3,354
Listed investments
16,010
3,561
19,571
3,522
2,410
5,932
Other income
-
71
71
-
280
280
17,447
2,924
20,371
3,933
5,633
9,566
VALUE8 | FINANCIAL STATEMENTS 2025
75
21.2.35
External auditors' service fees
The 2025 financial year was audited by Ambrosio Audit STP S.r.l. The 2024 financial year
was audited by GCP Auditors Ltd. Audit fees charged:
2025
2024
Audit of financial statements
121
115
Other assurance services
-
-
Tax advisory services
-
-
121
115
21.2.36
Proposed appropriation of profit
Based on the Financial statements for 2025,
the Executive Board and the Supervisory
Board propose to distribute a dividend of
€0.21 for the ordinary B shares. The Boards
expect to propose an optional dividend, whereby shareholders can choose between a
cash dividend and a dividend paid in preference shares. Furthermore,
the dividend
(already paid) for 2025 on the preference C shares will be set at
€0.3125 per share.
Bussum,
28
February 2026
Executive Board
Mr. Drs. P.P.F. de Vries
Mr. Drs. G.P. Hettinga
Supervisory Board
Mr. R.A.E. de Haze Winkelman
Ms. E.H.L. Vervuurt
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
1
Independent auditor's report
To: The shareholders and supervisory board of Value8 N.V.
Report on the audit of the financial statements 2025 included in the annual report
Our opinion
We have audited the financial statements of Value8 N.V., based in Bussum (Netherlands). These financial
statements relate solely to Value8 N.V. as a standalone enƟty. In accordance with its qualificaƟon as an
investment enƟty under IFRS 10, Value8 does not consolidate its subsidiaries and measures all investments
at fair value through profit or loss.
In our opinion, the accompanying financial statements give a true and fair view of the financial posiƟon of
Value8 N.V. as at 31 December 2025 and of its result and its cash flows for the year then ended in accordance
with InternaƟonal Financial ReporƟng Standards as adopted by the European Union (EU-IFRS) and with Part
9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
The statement of financial posiƟon as at 31 December 2025;
The following statements for 2025: income Statement, changes in equity and cash flows; and
The notes comprising material accounƟng policy informaƟon and other explanatory informaƟon.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on AudiƟng. Our
responsibiliƟes under those standards are further described in the ‘Our responsibiliƟes for the audit of the
financial statements’ secƟon of our report.
We are independent of Value8 N.V. in accordance with the EU RegulaƟon on specific requirements regarding
statutory audit of public-interest enƟƟes, the Wet toezicht accountantsorganisaƟes (Wta, Audit firms
supervision act), the Verordening inzake de onaĬankelijkheid van accountants bij assurance-opdrachten
(ViO, Code of Ethics for Professional Accountants, a regulaƟon with respect to independence) and other
relevant independence regulaƟons 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
unqualified opinion.
InformaƟon 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 informaƟon in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these maƩers.
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
2
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole
at € 2,978,950 (2.5% of the company’s equity). Performance materiality was set at € 2,234,213 (75% of overall
materiality) to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. We consider equity to be the most appropriate
benchmark because Value8 N.V. is an investment company, and users of the financial statements primarily
assess the company’s financial posiƟon and ability to generate returns from its investments. We agreed with
the supervisory board that we would report to them all audit differences in excess of € 148,948 (5% of overall
materiality), as well as differences below that threshold that, in our view, warranted reporƟng on qualitaƟve
grounds. We also report to the supervisory board on misstatements below that threshold if they represent
intenƟonal misstatements or could otherwise impact the users’ understanding of the financial statements.
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 qualitaƟve reasons. Materiality and audit procedures
were determined and applied specifically to the standalone financial statements of Value8 N.V. We
reassessed materiality during the audit.
Audit approach to the risk of fraud and non-compliance with laws and regulaƟons
With respect to Value8’s risk management in relaƟon to fraud and non-compliance, we performed
procedures aimed at evaluaƟng the governance, risk management, and compliance framework in place.
These procedures included, among others, an assessment of Value8’s Code of Conduct and the whistleblower
policy.
We reviewed the minutes of meeƟngs of the supervisory board, in which no idenƟfied incidents of
(suspected) fraud or non-compliance were discussed. In addiƟon, we evaluated the procedures in place to
invesƟgate potenƟal incidents.
As part of our audit, we held inquiries with the Board of Directors, Supervisory Board, and relevant funcƟons
such as the CFO and internal legal counsel. We also reviewed relevant correspondence with supervisory
authoriƟes and regulators, where applicable.
To further enhance our audit response, we incorporated elements of unpredictability by varying our audit
scoping approach and review of payment processes.
Based on our risk assessment, we idenƟfied laws and regulaƟons that, if not complied with, could have a
material impact on the financial statements. These include, among others: anƟ-corrupƟon and bribery
legislaƟon, compeƟƟon laws, financial reporƟng requirements, and obligaƟons under the Dutch Financial
Supervision Act (Wet op het financieel toezicht - WŌ) regarding disclosure and market conduct.
In accordance with audiƟng standards, including the presumed risk of management override of controls
under ISA 240, we idenƟfied and addressed the following fraud risks relevant to our audit:
Risk:
In accordance with InternaƟonal Standard on AudiƟng (ISA) 240, we are required to presume a risk of
material misstatement due to fraud from management's override of internal controls. This is not a
presumpƟon of actual wrongdoing at Value8, but rather a recogniƟon that management is uniquely
posiƟoned to potenƟally influence the financial reporƟng process. The opportuniƟes for management bias
or override are most pronounced in the manual elements of the control environment, including the
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
3
preparaƟon of non-standard journal entries and, most significantly for Value8, the development of
accounƟng esƟmates that require substanƟal judgment. The valuaƟon of private equity investments,
classified as Level 3 under the fair value hierarchy, represents a key area of focus as these valuaƟons are
derived from unobservable inputs and complex models, such as Discounted Cash Flow analyses, which rely
heavily on management's subjecƟve assumpƟons regarding future revenue growth, discount rates, and long-
term profitability.
Responses:
We have performed risk-based tesƟng of journal entries, including selecƟon based on non-standard
and unusual account combinaƟons, looking into journal entries that do not follow the usual
paƩern.
We evaluated areas with significant management judgment for bias by the Company’s
management. Where deemed appropriate, we involved experts.
We assessed the appropriateness of changes compared to prior year in the methods and
underlying assumpƟons used to prepare accounƟng esƟmates.
We have performed a review of related party transacƟons for completeness, proper authorizaƟon,
and arm’s length terms.
We performed risk-based preliminary and final analyƟcal procedures.
In accordance with ISA 240, we also considered the presumed fraud risk relaƟng to revenue recogniƟon.
Given the nature of Value8 N.V. as an investment enƟty whose primary results are derived from fair value
changes on investments rather than from operaƟng revenues and based on our understanding of the enƟty's
business model and revenue streams, we have determined that this presumpƟon is not applicable as revenue
is not a significant driver of the financial statements.
Audit response to going concern
The Board of Directors has performed its going concern assessment and has not idenƟfied any going
concern risks. Our main procedures to assess the Board of Directors’ assessment were:
We considered whether the Board of Directors’ assessment of the going concern risks includes all
relevant informaƟon of which we are aware as a result of our audit;
We analyzed the company’s financial posiƟon as at year-end and compared it to the previous
financial year in terms of indicators that could idenƟfy going concern risks;
We inquired with the Board of Directors on the key assumpƟons and principles underlying their
going concern assessment;
Based on our risk assessment, we did not idenƟfy indicators that required addiƟonal audit
procedures on management’s going concern assessment.
Based on our audit procedures, we concur with management's assessment that the going concern basis of
accounƟng is appropriate. Based on the audit procedures performed, we did not idenƟfy events or condiƟons
that may cast significant doubt on the company’s ability to conƟnue as a going concern.
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
4
Our key audit maƩers
Key audit maƩers are those maƩers that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period of Value8 N.V. We have communicated these maƩers
to the supervisory board. The key audit maƩers are not a comprehensive reflecƟon of all maƩers discussed.
We idenƟfied the following key audit maƩer:
1. ValuaƟon of private equity investments and unlisted shares in listed investments
DescripƟon:
Private equity investments and unlisted shares in listed investments represent a significant porƟon of the
enƟty's total investments and are measured at fair value through profit or loss in accordance with IFRS 9; fair
value is determined in accordance with IFRS 13.
The determinaƟon of fair value for these investments involves a high degree of esƟmaƟon uncertainty. For
private equity investments, there are typically no quoted market prices available, and valuaƟons are based
on internal models such as discounted cash flow (DCF) analyses or market mulƟples. These models require
significant judgment by management in esƟmaƟng key assumpƟons, including expected future cash flows,
discount rates, market comparables, and potenƟal exit scenarios. As disclosed in Note 21.2.4.2, the valuaƟon
of the company's interest in Concordia Holding N.V. as at 31 December 2025 was determined using a DCF
model based on significant unobservable inputs, including a WACC of 13.31%. Small changes in these
assumpƟons could have a material impact on the reported fair values.
For unlisted shares in listed investments (including interests in MKB Nedsense N.V., Morefield Group N.V.,
Almunda Professionals N.V., and Cumulex N.V.), the fair value is derived from the quoted price of the listed
share class, adjusted by management's esƟmate of a discount for lack of marketability or control, which in
accordance with the company's policy can be up to 20%. The determinaƟon of this discount requires
significant judgment and is based on factors such as liquidity restricƟons, holding period, and volaƟlity. The
sensiƟvity of this assumpƟon is disclosed in Note 21.2.8.
Furthermore, the enƟty oŌen relies on valuaƟon updates and financial informaƟon provided by management
teams of the investees. The
Ɵmeliness and completeness of this data varies and, in some cases, the
informaƟon available at year-end is based on interim or unaudited figures. This introduces an addiƟonal layer
of esƟmaƟon uncertainty regarding the reliability of the reported valuaƟons as at the reporƟng date.
Given the significance of these investments to the financial statements, the high degree of esƟmaƟon
uncertainty, and the significant judgments involved in determining both the underlying valuaƟons and the
applicable discounts, this maƩer was considered a key audit maƩer.
Our response:
Our procedures for the valuaƟon of the investments included:
We involved valuaƟon experts to challenge and assess the key valuaƟon assumpƟons and models
used for both private equity investments and the determinaƟon of discounts for lack of marketability;
We obtained an understanding and evaluated the investment valuaƟon process as of 31 December
2025, including a review of the governance and oversight framework, as well as an assessment of the
design and operaƟonal implementaƟon of relevant controls;
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
5
We performed analyƟcal procedures focused on fluctuaƟons in reported results compared to
expectaƟons and historical trends, including review of the client's back-tesƟng procedures;
We validated ownership of investments by Value8 through review of share purchase agreements and
other legal documentaƟon;
For DCF models, we performed a review of the underlying data, performed reconciliaƟons to source
documentaƟon, and assessed the reasonableness of key assumpƟons including discount rates
(including the 13.31% WACC applied to Concordia Holding N.V.), long-term growth rates, and cash
flow projecƟons;
For unlisted shares in listed investments, we evaluated management's methodology for determining
the discount for lack of marketability, including comparison to available market data on similar
instruments and assessment of the sensiƟvity of the assumpƟons used;
We evaluated the work of experts, including their qualificaƟons, objecƟvity, and the reliability of
their work;
We assessed the appropriateness of the related disclosures in Notes 21.2.4, 21.2.4.2, 21.2.1.7, and
21.2.8 against the requirements of IFRS 13 and the Dutch Civil Code.
Based on the procedures performed, we considered the key assumpƟons used by management, including
discount rates, long-term growth rates, and liquidity discounts, to be within a reasonable range. We also
found that the related disclosures provide appropriate transparency regarding the valuaƟon methodologies,
significant assumpƟons, and sensiƟvity of the reported amounts.
Report on the other informaƟon included in the annual report
The annual report contains other informaƟon, in addiƟon to the financial statements and our auditor’s
report thereon. We conclude, based on the following procedures performed, that the other informaƟon:
is consistent with the financial statements and does not contain material misstatements;
contains all the informaƟon regarding the management report and the other informaƟon as
required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other informaƟon. Based on our knowledge and understanding obtained through our audit
of the financial statements or otherwise, we have considered whether the other informaƟon contains
material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil
Code and the Dutch Standard 720. The scope of the procedures performed is substanƟally less than the scope
of those performed in our audit of the financial statements.
Management is responsible for the preparaƟon of the other informaƟon, including the management report
of Value8 N.V. in accordance with Part 9 of Book 2 of the Dutch Civil Code and other informaƟon as required
by Part 9 of Book 2 of the Dutch Civil Code.
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
6
Internal risk management and control systems (the 'VOR')
The management board's statement on the internal risk management and control systems (the 'VOR') is
included in chapter '15. Risk factors' of the annual report, as required by the Dutch Corporate Governance
Code 2025.
As part of our audit procedures, we have read this statement and considered whether it is consistent with
our knowledge and understanding obtained during the audit of the financial statements. Our procedures
included inquiries with management, review of board and supervisory board minutes, and inspecƟon of risk
registers and internal control documentaƟon.
We have assessed whether the statement is consistent with the informaƟon obtained during our audit and
whether anything has come to our aƩenƟon that causes us to believe that the statement is materially
inconsistent with our knowledge and understanding of the company's risk management and control systems.
Based on these procedures, nothing has come to our aƩenƟon that causes us to believe that the management
board's statement on the internal risk management and control systems is not consistent with the
informaƟon obtained during our audit.
Engagement
We were appointed by the supervisory board as statutory auditor of Value8 N.V. on 14 November 2025 for
the audit of the 2025 financial year. This is our first year of engagement, concluding with the issuance of this
auditor's report. Value8 N.V. is a public-interest enƟty as defined in ArƟcle 2(13) of DirecƟve 2006/43/EC,
based in Bussum (Netherlands).
Our firm
Ambrosio Audit STP SRL is registered with the Netherlands Authority for the Financial Markets (AFM) as an
audit firm under licence number 13020207. We are authorised under the Audit Firms Supervision Act (Wet
toezicht accountantsorganisaƟes, Wta) to perform statutory audits of public-interest enƟƟes in the
Netherlands.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in ArƟcle
5(1) of the EU RegulaƟon on
specific requirements regarding statutory audit of public-interest enƟƟes.
Report on other legal and regulatory requirements
We confirm that our audit opinion is consistent with the addiƟonal report to the supervisory board acƟng as
audit commiƩee submiƩed in accordance with ArƟcle 11 of EU RegulaƟon No 537/2014.
DescripƟon of responsibiliƟes regarding the financial statements
ResponsibiliƟes of Management and the supervisory board for the financial statements
Management is responsible for the preparaƟon and fair presentaƟon of the financial statements in
accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the preparaƟon of
the financial statements that are free from material misstatement, whether due to fraud or error.
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
7
As part of the preparaƟon of the financial statements, management is responsible for assessing the
company’s ability to conƟnue as a going concern. Based on the financial reporƟng frameworks menƟoned,
management should prepare the financial statements using the going concern basis of accounƟng, unless
management either intends to liquidate the company or to cease operaƟons, or has no realisƟc alternaƟve
but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s
ability to conƟnue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporƟng process.
Our responsibiliƟes for the audit of the financial statements
Our objecƟve is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
appropriate audit evidence for our opinion. Our objecƟves are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with Dutch Standards on AudiƟng will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements. The materiality affects the nature,
Ɵming
and extent of our audit procedures and the evaluaƟon of the effect of idenƟfied misstatements on our
opinion.
We have exercised professional judgement and have maintained professional scepƟcism throughout the
audit,
in
accordance
with
Dutch
Standards
on
AudiƟng,
ethical
requirements
and
independence
requirements. Our audit included among others:
idenƟfying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecƟng a material misstatement resulƟng from fraud is higher than for one resulƟng
from error, as fraud may involve collusion, forgery, intenƟonal omissions, misrepresentaƟons, or
the override of internal control;
obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effecƟveness of the investment enƟty’s internal control;
evaluaƟng the appropriateness of accounƟng policies used and the reasonableness of accounƟng
esƟmates and related disclosures made by management;
concluding on the appropriateness of management’s use of the going concern basis of accounƟng,
and based on the audit evidence obtained, whether a material uncertainty exists related to events
or condiƟons that may cast significant doubt on the company’s ability to conƟnue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw aƩenƟon in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
8
the date of our auditor’s report. However, future events or condiƟons may cause a company to
cease to conƟnue as a going concern.
evaluaƟng the overall presentaƟon, structure and content of the financial statements, including the
disclosures; and
evaluaƟng whether the financial statements represent the underlying transacƟons and events in a
manner that achieves fair presentaƟon.
We communicate with the supervisory board regarding, among other maƩers, the planned scope and
Ɵming
of the audit and significant audit findings, including any significant findings in internal control that we idenƟfy
during our audit. In this respect we also submit an addiƟonal report to the supervisory board acƟng as audit
commiƩee in accordance with ArƟcle 11 of the EU RegulaƟon on specific requirements regarding statutory
audit of public-interest enƟƟes. The informaƟon included in this addiƟonal report is consistent with our audit
opinion in this auditor’s report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relaƟonships and other maƩers
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the maƩers communicated with the supervisory board, we determine the key audit maƩers: those
maƩers that were of most significance in the audit of the financial statements. We describe these maƩers in
our auditor’s report unless law or regulaƟon precludes public disclosure about the maƩer or when, in
extremely rare circumstances, not communicaƟng the maƩer is in the public interest.
Milano, 28 February 2026
Giuseppe Ambrosio RA
signed in original
on behalf of
Ambrosio Audit STP SRL (Uninominale)
Registered with the AFM under licence 13020207
Statutory auditor within the meaning of the Wta
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
7
As part of the preparaƟon of the financial statements, management is responsible for assessing the
company’s ability to conƟnue as a going concern. Based on the financial reporƟng frameworks menƟoned,
management should prepare the financial statements using the going concern basis of accounƟng, unless
management either intends to liquidate the company or to cease operaƟons, or has no realisƟc alternaƟve
but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s
ability to conƟnue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporƟng process.
Our responsibiliƟes for the audit of the financial statements
Our objecƟve is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
appropriate audit evidence for our opinion. Our objecƟves are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with Dutch Standards on AudiƟng will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements. The materiality affects the nature,
Ɵming
and extent of our audit procedures and the evaluaƟon of the effect of idenƟfied misstatements on our
opinion.
We have exercised professional judgement and have maintained professional scepƟcism throughout the
audit,
in
accordance
with
Dutch
Standards
on
AudiƟng,
ethical
requirements
and
independence
requirements. Our audit included among others:
idenƟfying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecƟng a material misstatement resulƟng from fraud is higher than for one resulƟng
from error, as fraud may involve collusion, forgery, intenƟonal omissions, misrepresentaƟons, or
the override of internal control;
obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effecƟveness of the investment enƟty’s internal control;
evaluaƟng the appropriateness of accounƟng policies used and the reasonableness of accounƟng
esƟmates and related disclosures made by management;
concluding on the appropriateness of management’s use of the going concern basis of accounƟng,
and based on the audit evidence obtained, whether a material uncertainty exists related to events
or condiƟons that may cast significant doubt on the company’s ability to conƟnue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw aƩenƟon in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
Ambrosio Audit STP S.r.l. (sole shareholder)
registered office: Piazza della Repubblica 19, 20124 Milan, Italy.
Registered as an audit firm with the Italian Register of Statutory Auditors (Registro dei Revisori Legali) under no. 182454 and with the
Order of Chartered Accountants of Milan – Special SecƟon no. 112.
ICAEW Affiliate: no. C008845657
AFM License 13020207
8
the date of our auditor’s report. However, future events or condiƟons may cause a company to
cease to conƟnue as a going concern.
evaluaƟng the overall presentaƟon, structure and content of the financial statements, including the
disclosures; and
evaluaƟng whether the financial statements represent the underlying transacƟons and events in a
manner that achieves fair presentaƟon.
We communicate with the supervisory board regarding, among other maƩers, the planned scope and
Ɵming
of the audit and significant audit findings, including any significant findings in internal control that we idenƟfy
during our audit. In this respect we also submit an addiƟonal report to the supervisory board acƟng as audit
commiƩee in accordance with ArƟcle 11 of the EU RegulaƟon on specific requirements regarding statutory
audit of public-interest enƟƟes. The informaƟon included in this addiƟonal report is consistent with our audit
opinion in this auditor’s report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relaƟonships and other maƩers
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the maƩers communicated with the supervisory board, we determine the key audit maƩers: those
maƩers that were of most significance in the audit of the financial statements. We describe these maƩers in
our auditor’s report unless law or regulaƟon precludes public disclosure about the maƩer or when, in
extremely rare circumstances, not communicaƟng the maƩer is in the public interest.
Milano, 28 February 2026
Giuseppe Ambrosio RA
signed in original
on behalf of
Ambrosio Audit STP SRL (Uninominale)
Registered with the AFM under licence 13020207
Statutory auditor within the meaning of the Wta
VALUE8 | FINANCIAL STATEMENTS 2025
77