XAMS:ERC ESEF Annual Report
ER Capital N.V. (XAMS:ERC)
ESEF Annual Report
2026-05-12
For: 2025-12-31
View Original
Added on
September 17, 2026
1
ER Capital N.V.
ANNUAL REPORT
2025
2
Table of Contents
Company Profile
.................................................................................................................................
4
Letter from the Executive Board
.........................................................................................................
5
Strategy and Value Creation
...............................................................................................................
6
Financial Review
.................................................................................................................................
6
Outlook for Financial Year 2026
.........................................................................................................
11
Governance
......................................................................................................................................
12
The Executive Board
.................................................................................................................
13
Supervisory Board Profile
.........................................................................................................
13
Report from the Supervisory Board
..........................................................................................
15
Remuneration report
................................................................................................................
19
Corporate Governance
.............................................................................................................
22
Risk Management and Control
.................................................................................................
28
Statements from the Executive Board
......................................................................................
32
Investor Relation Information
............................................................................................................
34
Consolidated statement of comprehensive income
...........................................................................
36
Consolidated statement of financial position
.....................................................................................
37
Consolidated cash flow statement
.....................................................................................................
38
Statement of consolidated changes in equity
.....................................................................................
40
Statement of consolidated changes in equity
.....................................................................................
40
Notes to the Consolidated Financial Statements
................................................................................
41
Significant accounting policies
...........................................................................................................
49
Financial risk management
................................................................................................................
60
Notes to the Consolidated statement of comprehensive income
.......................................................
65
1.
Gross rental income
.............................................................................................................
65
2.
Property operating expenses
...............................................................................................
65
3.
Changes in value of investment properties and property rights
..........................................
65
4.
Administrative costs
.............................................................................................................
66
5.
Financial income and expenses
............................................................................................
66
6.
Corporate income tax
...........................................................................................................
67
Notes to the consolidated balance sheet
..............................................................................................
68
7.
Intangible fixed assets
..........................................................................................................
68
8.
Investment properties
..........................................................................................................
68
9.
Right-of-Use Assets
..............................................................................................................
70
10.
Financial assets
.....................................................................................................................
71
11.
Deferred tax assets
...............................................................................................................
71
12.
Trade and other receivables
.................................................................................................
72
3
13.
Cash and cash equivalents
....................................................................................................
72
14.
Group Equity
........................................................................................................................
72
15.
Borrowings
...........................................................................................................................
76
16.
Deferred tax liabilities
..........................................................................................................
82
17.
Provisions
.............................................................................................................................
83
18.
Other non-current liabilities
.................................................................................................
83
19.
Lease liabilities
......................................................................................................................
83
20.
Current interest bearing loans
.............................................................................................
84
21.
Other current liabilities
........................................................................................................
84
22.
Contingent liabilities
.............................................................................................................
85
23.
Related party transactions
...................................................................................................
87
24.
Events after the reporting period
.........................................................................................
89
Company income statement
..................................................................................................................
90
Company balance sheet
.........................................................................................................................
91
Notes to the company financial statements
..........................................................................................
92
25.
Financial fixed assets
............................................................................................................
93
26.
Trade and other receivables
.................................................................................................
94
27.
Equity
...................................................................................................................................
95
28.
Provision for negative equity of subsidiaries
........................................................................
96
29.
Debt to group companies
.....................................................................................................
96
Signing of the financial statements
...................................................................................................
96
Independent auditors report
.................................................................................................................
97
4
Company Profile
ER Capital N.V. (“ER Capital” or “the Company”) is an independent public limited liability company
(naamloze vennootschap) incorporated under the laws of the Netherlands and based in Rotterdam.
ER Capital initiates and structures real estate investment funds and propositions, actively manages its
own portfolio of Dutch commercial real estate and (re)develops properties within that portfolio. The
Company primarily focuses on multi-tenant office buildings and light industrial assets in the Netherlands.
Day-to-day operations are carried out by an in-house team and specialised external service providers.
The current legal structure of ER Capital N.V. is the result of a triangular legal demerger (juridische
driehoekssplitsing) completed on 30 June 2025. Under this transaction, all assets and liabilities of ER
Capital N.V. (the former privately held ER Capital N.V.) were transferred by universal succession of title
to three wholly-owned subsidiaries of Titan N.V. Following completion of the demerger, Titan N.V.
changed its statutory name to ER Capital N.V. Titan N.V. has been listed on Euronext Amsterdam since
1997 and continued its listing following the change of its statutory name to ER Capital N.V. on 30 June
2025. The comparative financial information included in this Annual Report reflects the financial position
and results of the predecessor entity, ER Capital N.V. (formerly), which ceased to exist upon completion
of the demerger.
5
Letter from the Executive Board
Dear reader,
The financial year 2025 marked a year of further development and positioning of ER Capital N.V. as a
listed real estate investment and fund management company. Following the reverse listing on Euronext
Amsterdam and the completion of the legal restructuring, the Company focused in 2025 on integrating
its activities, strengthening its organisational structure and further professionalising its governance and
internal control environment. Furthermore, the Company focused on setting up real estate funds,
redevelopment projects and the management of our own portfolio.
In a market environment characterised by regulatory developments and continued uncertainty in parts
of the Dutch real estate market, ER Capital N.V. concentrated on disciplined capital allocation, active
asset and fund management and maintaining a prudent financial position. The Executive Board has
assessed the Company’s financial position and liquidity outlook and has a reasonable expectation that
the Company will have sufficient liquidity and access to funding to meet its obligations and to continue
its activities. On this basis, the Executive Board considers it appropriate to prepare the 2025 financial
statements on a going concern basis.
Looking ahead, ER Capital N.V. will continue to focus on long-term value creation through careful
selection and management of real estate investments and fund propositions, while maintaining a
balanced risk profile and complying with applicable laws and regulations. The Executive Board thanks
the Company’s shareholders, financing partners, employees and other stakeholders for their continued
trust and support.
Sincerely,
Sebo J. Eelkman Rooda
Chief Executive Officer
ER Capital N.V.
6
Strategy and Value Creation
The primary objective of ER Capital is to create sustainable long-term shareholder value through a
combination of recurring rental income, value appreciation of its real estate activities and income
generated from investment-related activities. The Company is an active real estate company that
acquires, (re)develops and actively manages its real estate portfolio, and generates additional income
through the initiation and structuring of real estate investment propositions and through its participation
in related activities.
In addition to financial metrics, the Company considers a limited set of non-financial indicators, including
employees and stakeholder environment, and is in the early stages of further developing its approach
to sustainability in the context of long-term value creation.
Financial Review
This section provides a review of the financial performance of ER Capital N.V. for the year ended 31
December 2025, as well as the financial position of the Company as at 31 December 2025. All amounts
are presented in thousands of euros unless otherwise stated.
Financial highlights 2025
(€ x 1,000)
2025
2024
Gross rental income
4,719
3,164
Net rental income
3,675
2,059
Operating result
-3,491
952
Total comprehensive loss
-7,003
-1,870
Investment property
90,841
58,510
Total assets
96,641
66,305
Shareholders’ equity
2,956
9,696
1
During 2025 ER Capital further expanded its real estate activities and completed the reverse listing
transaction through Titan N.V. As a result, the Company’s asset base and financing structure increased
compared with the previous year.
1
ER Capital N.V.’s shareholders equity before the reverse listing
7
Analysis of results
Gross rental income increased to €4.7 million in 2025 compared with €3.1 million in 2024. This increase
primarily reflects the expansion of the Company’s property portfolio and the full-year contribution of
assets acquired in prior periods.
Changes in the fair value of investment properties resulted in a net decrease of €0.9 million in 2025,
compared with a positive revaluation of €1.6 million in 2024. These movements reflect changes in
market conditions and asset-specific valuation adjustments.
Administrative expenses increased to €6.3 million in 2025 (2024: €2.7 million). The increase mainly
relates to the listing service expenses (IFRS 2), organisational growth, the costs associated with listing of
ER Capital N.V., overlapping corporate overhead associated with two top holding entities, and further
enhancements to the Company’s governance and operational structure.
In 2025 the Company incurred non-recurring costs in connection with its listing on Euronext Amsterdam,
comprising transaction and advisory fees, temporary operational inefficiencies, organisational build-up
costs and acquisition-related write-offs. Management does not expect these costs to recur.
As a result, the Company recorded an operating loss of €3.5 million in 2025, compared with an operating
profit of €1.0 million in 2024.
Financial expenses increased to €3.7 million in 2025 (2024: €2.2 million), mainly due to additional
financing obtained to support the growth of the property portfolio.
The net result after tax amounted to a loss of €6,7 million attributable to shareholders in 2025 compared
with a loss of €1.9 million in 2024.
Historical performance
The losses recorded in prior years are, in management’s view, attributable to specific, non-recurring
factors characteristic of the Company's growth phase, including transaction costs related to portfolio
expansion, temporarily elevated financing costs during a period of rising interest rates, organisational
build-up costs that preceded revenue growth, and costs incurred in connection with the Company's
listing on Euronext Amsterdam. Management does not expect these factors to recur at comparable
levels.
Balance sheet analysis
Total assets increased to €96.6 million at 31 December 2025, compared with €66.3 million at 31
December 2024. The increase was primarily driven by the growth of the investment property portfolio
and by the consolidation of the funds.
Investment properties increased to €90.9 million at year-end 2025 (2024: €58.5 million), reflecting
acquisitions and investments made during the year.
Shareholders’ equity amounted to €3.0 million at 31 December 2025 (2024: €9.7 million). Interest-
bearing loans increased to €79.4 million at year-end 2025 compared with €47.0 million in 2024. The
increase primarily relates to financing obtained to finance the acquisition of real estate assets and
related investment entities.
The Company’s cash position amounted to €1.7 million at 31 December 2025 (2024: €1.8 million).
Cash flow analysis
The Company’s cash position amounted to €1,711 thousand at 31 December 2025 (2024: €1,828
thousand), representing a net decrease of €117 thousand during the year (2024: €723 thousand
8
increase). Cash used in operating activities amounted to €3,178 thousand (2024: €1,824 thousand),
reflecting the operating loss and interest payments, partly offset by non-cash adjustments. Cash used in
investing activities amounted to €16,793 thousand (2024: €22,565 thousand), primarily reflecting
investments in investment properties and acquisitions of subsidiaries. Cash generated from financing
activities amounted to €19,854 thousand (2024: €25,112 thousand), reflecting proceeds from
borrowings, dividends and purchase of treasury shares. A detailed cash flow statement is included in the
financial statements.
Going Concern and liquidity position
The Company reported a net loss of €6,7 million attributable to shareholders in 2025, partially
attributable to non-recurring costs related to the reverse listing and organisational build-up in
connection with the transition to a listed platform (comprising transaction-related costs, IFRS 2 listing
service expense, advisory fees and organisational build-up costs) together with a negative fair value
movement on the property portfolio. These items are not indicative of the Company's structural earning
capacity and are not expected to recur at comparable levels by management.
Key indicators and trigger events
The Executive Board has identified the following key indicators and potential trigger events that would,
if they materialised, be likely to affect the Company's ability to continue as a going concern and would
prompt a reassessment of the going concern conclusion and, where appropriate, the immediate
activation of mitigating measures:
Fund launch activity and deal flow
A material and prolonged reduction in real estate deal flow would materially affect the Company's fee
income and cash position.
Investor appetite
A material decline in investor appetite, evidenced by failure to achieve minimum subscription thresholds
in planned fund launches, would adversely affect the Company's ability to generate structuring fee
income and short-term cash flow.
Interest rate and macro-economic environment
A significantly higher interest rate environment, resulting in risk-free alternatives offering materially
competitive returns, could reduce investor appetite for real estate fund propositions and delay planned
fund launches.
Regulatory environment
An unexpected adverse change in the regulatory framework applicable to the Company or its regulated
subsidiaries could affect the Company's ability to structure and market investment products.
The Executive Board monitors these indicators on a continuous basis through regular management
reporting, investor feedback, market analysis and proactive dialogue with financing partners and
regulatory advisors. As at the date of approval of these financial statements, none of the above trigger
events has been identified.
The Company's approach to risk appetite is described in the section Risk Management and Control of
this management report. In summary, the Company maintains a moderate risk appetite for strategic,
investment, financial and liquidity risks, and a low risk appetite for operational, IT and compliance risks.
The risk appetite is determined by the Executive Board and is regularly re-evaluated in light of changing
circumstances.
9
Business model and financial position
In preparing the financial statements, the Executive Board has assessed the Company’s ability to
continue as a going concern for a period of at least twelve months from the date of approval of these
financial statements.
The Company operates a real estate business model combining direct real estate ownership,
(re)development activities and the initiation and structuring of real estate investment propositions. As a
result, the Company’s income profile consists of a combination of recurring income streams, including
rental income, service fees and other fee-based income, and transaction-driven income such as
structuring fees, entry fees and realised gains. Structuring fees are typically realised upon the successful
establishment of funds (approximately €350k per fund). The Company expects that, as funds are
established, an increasing contribution will be generated from recurring fee-based income, including
management fees expected to amount to approximately €100k per fund annually once funds are
operational. Consequently, the timing of cash inflows may not fully align with the Company’s fixed cost
base, which primarily consists of personnel, interest and operating expenses.
As at year-end 2025, the Company (excluding the consolidated entities Stichting ERC Subfonds I (Boreel)
and KCN Group B.V. has approximately €3 million in visible equity, approximately €21 million in unsecured
funding and approximately €35 million in mortgage-backed financing, supported by a real estate
portfolio of approximately €66 million, as further detailed in the financial statements.
Cash flow projections
The Executive Board has prepared cash flow projections covering a period of at least twelve months
from the date of approval of these financial statements, based on internally approved budgets and
financial forecasts. These projections take into account contracted rental income from the existing
portfolio, structuring fee income to the extent realised from fund-related activities and continued access
to existing financing facilities.
A conservative scenario has also been prepared, based solely on committed income streams and
currently available financing, modelling delays in fund activities, lower fee income, adverse fair value
movements and increased vacancy rates. The conservative scenario does not assume the realisation of
uncommitted transactions or pipeline activities.
Key assumptions and sensitivities
The projections are sensitive to a number of key assumptions, including the timing and number of fund
activities, the realisation of structuring fees and transaction-related gains, access to external financing
and refinancing, and the performance of the real estate portfolio, including rental income and occupancy
levels. The Company’s earnings profile is partly transaction-driven, resulting in variability in short-term
results.
Expected improvement in financial performance
For the purpose of the going concern assessment, the Executive Board expects improvement in 2026 to
be primarily driven by the non-recurrence of one-off costs, growth in rental income and an increase in
fee-based activities. The Executive Board considers the realisation of this improvement to be essential
to the Company's financial recovery and expects a materially improved bottom-line result compared to
2025.
In addition, the Company expects potential upside from transaction-related gains; however, these are
subject
to
execution
and
are
therefore
not
included
in
the
downside
scenario.
The Company's going concern assessment does not rely on the realisation of transaction-dependent
income.
10
Macro-economic, geopolitical and climate-related considerations
In preparing its going concern assessment, the Executive Board has considered the potential impact of
broader macro-economic, geopolitical and climate-related factors on the Company's operations and
financial position. These factors include continued uncertainty in global geopolitical conditions, the
potential for economic slowdown in the Netherlands and broader European markets, inflationary
pressures affecting construction costs and real estate valuations, and increasing regulatory and market
focus on climate-related risks and the energy efficiency standards of real estate assets.
While a higher inflationary environment generally supports the investment case for real estate as an
inflation hedge — which the Company actively communicates to its investor base — a prolonged period
of economic uncertainty or geopolitical instability could dampen investor appetite and delay planned
transactions. Similarly, increasing energy-efficiency requirements may affect the capital expenditure
required to maintain and improve the Company's portfolio assets.
The Executive Board has taken these factors into account in its scenario analyses.
Monitoring and mitigating measures
The Executive Board monitors key indicators that may impact the Company’s liquidity position and
regularly updates its cash flow forecasts. In the event of adverse developments, the Company has
identified mitigating measures, including the postponement or scaling down of discretionary
investments and development activities, the reduction or phasing of operating expenses, the
acceleration of asset disposals or partial sales of development interests, expansion of the unsecured
funding base though additional issuances, and the attraction of additional external financing or equity.
The risk management framework, including the governance structure and the role of the Executive
Board and Supervisory Board in monitoring and responding to risks, is further described in the section
Risk Management and Control of this management report.
In addition, the Executive Board has
identified certain areas for further improvement in the risk management and control system, including
continued documentation and standardisation of key controls in the financial reporting process, further
strengthening of IT general controls and ongoing enhancement of the compliance and reporting
framework. Actions to address these improvement areas have been initiated and are being monitored
by the Executive Board and discussed with the Supervisory Board.
Conclusion on going concern
The Executive Board has carefully considered the uncertainties described above, including the
transaction-driven nature of part of the Company’s income and its dependence on external financing.
Based on its analysis, including the base case and conservative scenario and taking into account the
available mitigating measures, the Executive Board concludes that it has a reasonable expectation the
Company will have sufficient liquidity to meet its financial obligations for a period of at least twelve
months from the date of approval of these financial statements. Accordingly, the financial statements
have been prepared on a going concern basis.
11
Outlook for Financial Year 2026
The Executive Board expects to improve its financial performance in 2026, driven by a combination of
recurring income streams and transaction-related activities. Rental income from the existing real estate
portfolio is expected to provide a stable base, while additional income may be generated from
structuring fees to be realised upon the successful establishment of funds, transaction-related gains and
management fees to be generated over time from fund-related activities.
The Executive Board expects operating costs to increase modestly in 2026, reflecting the planned
expansion of the organisation to support fund management activities, increased investor relations and
marketing efforts in connection with the planned fund launches, and initial fund set-up costs. These
investments are directly linked to the anticipated growth in structuring and management fee income
and are expected to be offset by the anticipated increase in revenues from fee-based activities.
The Company's projected operating cost ratio of approximately 20% of rental income is supported by
the portfolio composition, which includes a portion of properties with minimal associated operating
costs. This is consistent with the historical performance of certain portfolio entities and is further
explained in the Financial Review.
The outlook for 2026 is dependent on several key factors, including the successful execution of planned
transactions, the timing and number of planned fund activities, and continued access to external
financing. The Company’s business model includes both recurring and transaction-driven elements,
which may result in variability in short-term results depending on market conditions and execution
timing.
The Company expects to continue its investment activities in its real estate portfolio, including selective
acquisitions, (re)development projects and active portfolio management. In addition, the Company aims
to further develop its organisational structure and operational capabilities in line with its growth
strategy and listed status.
Market conditions in the real estate sector, including interest rate developments, financing availability
and valuation levels, may impact the Company’s performance and investment opportunities. The
Company continuously monitors these developments and adjusts its strategy where necessary.
The Company remains focused on maintaining a balanced financial position, with particular attention to
liquidity management, refinancing of existing debt and securing additional funding where required. The
ability to access capital markets and maintain relationships with financing partners is an important factor
in supporting the Company’s activities.
Based on its current projections, and realisation of key assumptions, the Company aims to return to
profitability in 2026. This expectation is subject to the successful execution of planned activities and the
absence of significant adverse developments in market conditions or financing availability.
12
Governance
13
The Executive Board
S. J. Eelkman Rooda (Sebo)
Chief Executive Officer
Date of initial appointment as member of the Executive Board: 30-6-2025
J.B. Sundelin (Jan)
Chief Executive Officer (former Titan N.V.)
Date of initial appointment as member of the Executive Board: 14-2-2007
Current term of office ended: 13-10-2025
Z. van Puijenbroek (Zwier)
Chief Financial Officer (former Titan N.V.)
Date of initial appointment as member of the Executive Board: 1-4-2024
Current term of office ended: 13-10-2025
Supervisory Board Profile
In 2025 the Supervisory Board of ER Capital N.V. consisted of the following members:
Supervisory Board
member
Role
First appointment
End of current term
Georg Werger
Chair
13.07.2018
31.3.2027
Gertrudis Maria
Wilhelmina Harteveld-
Smeets
Member
13.07.2018
10.09.2025
Per Mikael Nordling
Member
13.07.2018
10.09.2025
Mireille Johanna
Elisabeth Spapens
Member
10.09.2025
10.9.2029
Sebo Havinga
Member
10.09.2025
10.9.2029
Mr Werger has been a member and chair of the Supervisory Board since 2018. Ms Spapens and Mr
Havinga were appointed with effect from 10 September 2025 by the Extraordinary General Meeting of
Shareholders (BAVA) of ER Capital N.V. held on 10 September 2025.
Responsibilities
It is the duty of the Supervisory Board of ER Capital N.V. to exercise supervision over the policies adopted
by the Executive Board of ER Capital N.V. (“the Executive Board”) and over the general conduct of the
business of ER Capital N.V. (“the Company”). Furthermore, the Supervisory Board shall provide the
Executive Board with advice. In the performance of their duty, the Supervisory Board members are
guided by the interests of the Company and take into account the relevant interests of all of the
Company’s stakeholders. The Supervisory Board has due regard for the corporate social responsibility
issues that are relevant to the Company. The Supervisory Board is responsible for the quality of its own
performance.
Desired expertise and background
The composition of the Supervisory Board shall be such that the Supervisory Board members are able
to act critically and independently of one another and of the Executive Board and any sectional interest.
Each Supervisory Board member must be capable of assessing the broad outline of the overall strategy
14
of the Company and its business. As a whole, the composition shall be such that it enables the
Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and
other stakeholders. The Supervisory Board shall be constituted in a balanced manner as to reflect the
nature and variety of the Company’s businesses and the desirability to have available expertise in such
fields as finance, tax, economic, and legal/corporate governance. All members have an academic
background and more than 20 years of professional experience. As a collective, the Supervisory Board
possesses adequate knowledge of the Company’s business, risk profile and financial reporting to
effectively supervise the Executive Board.
Desired diverse composition
Our diversity policy and diversity aspects that are considered are included in the section Corporate
Governance, starting on page 22. The objective of our diversity policy with respect to the composition
of the Supervisory Board is to ensure that the Board consists of members with the right expertise,
experience and competencies to fulfil their roles and complement each other. In addition, we believe
that a balanced distribution among men and women contributes and leads to better decision-making.
As a corresponding target, at least one third of our Supervisory Board should consist of women
(corresponding to at least 1 woman given the current size of our Supervisory Board).
Size
In principle, the number of members of the Supervisory Board shall amount to at least three (3). The
current composition is in line with this.
Independence
The Supervisory Board is composed in such a way that it can operate independently and critically in
relation to the Management Board and to any particular interests involved. The Supervisory Board
considers all of its members to be independent within the meaning of best practice provisions 2.1.7 and
2.1.8 of the Dutch Corporate Governance Code.
15
Report from the Supervisory Board
To the shareholders,
This report reflects an overview of what was discussed with the Executive Board. In the financial year
2025, the newly established Supervisory Board met once and no board members were absent. During
the financial year 2025, several informal meetings were held.
The financial year 2025 was a transformative year for the Company. The Supervisory Board devoted
attention to the reverse listing of ER Capital N.V. through Titan N.V. and the implementation of the
triangular legal divisions (legal demerger) through which Titan N.V. acquired the business of ER Capital
N.V. via three wholly-owned subsidiaries. In this context, the Supervisory Board prepared and supervised
the Extraordinary General Meeting of Shareholders held on 27 June 2025, at which shareholders were
requested to adopt the triangular divisions, approve related share issuances, and amend the articles of
association to reflect the new post-transaction structure, including the change of name to ER Capital
N.V.
Organizational aspects
The Supervisory Board consists of three members. For detailed information of each individual member,
reference is made to the section The Supervisory Board. As at 31 December 2025, Mr. Havinga holds
shares in ER Capital N.V. None of the other current members of the Supervisory Board hold shares in the
Company. During the financial year 2025, Mr. Nordling, who stepped down on 10 September 2025, held
less than 1% of the shares in the Company.
The Supervisory Board is construed in line with the best practice provisions as stated in Chapter II of the
Dutch Corporate Governance Code (2025). With reference to the Code, all members of the Supervisory
Board are considered independent. One member holds a minor shareholding (less than 1%) in the
Company, which does not affect the assessment of his independence under the Code. The Supervisory
Board as a whole is therefore considered to be independent. The Supervisory Board notes that the
composition of the Supervisory Board is in line with the required profile of the Supervisory Board. Each
board member has their specific field of complementary expertise.
Term of appointment
A member of the Supervisory Board will be appointed for a maximum period of four years. On expiry of
the four- year term, a member of the Supervisory Board may be reappointed for successive terms of
four years each.
General business
The Supervisory Board supervised and monitored the following during the year:
The achievement of the objectives of the Company and its management
A key event during the year was the legal demerger and related restructuring, which took effect on 30
June 2025. As part of a legal demerger of ER Capital N.V., the old entity ceased to exist, and all assets
and liabilities were transferred under universal succession of title to the three subsidiaries of Titan N.V.
Titan N.V. effectively acquired ER Capital N.V. and paid for the acquisition through the allotment of
shares. Following this transaction, Titan N.V. changed its statutory name to ER Capital N.V. (NEW). The
articles of association of ER Capital N.V. were amended on 30 June 2025 to reflect the new structure.
In 2025 ER Capital further developed its strategy as a listed Dutch real estate company, focusing on the
acquisition, (re)development, leasing and management of Dutch real estate, and additionally on the
initiation and structuring of real estate investment propositions
for professional and private investors.
16
The Supervisory Board closely monitored these developments, paying particular attention to:
The financial and strategic rationale of the new legal structure;
The impact on shareholders and other stakeholders;
The initiation and structuring of real estate investment vehicles in various legal forms;
Legal and compliance matters.
Going concern and liquidity
The Supervisory Board has reviewed the going concern assessment performed by the Executive Board,
including the underlying cash flow projections and scenario analyses. The Supervisory Board has
discussed the key assumptions, risks and mitigating measures with the Executive Board and has satisfied
itself that these have been appropriately considered. Based on this review, the Supervisory Board
supports the conclusion of the Executive Board that the Company has a reasonable expectation to
continue as a going concern for a period of at least twelve months from the date of approval of these
financial statements.
The corporate risk profile and the internal risk management and control system
The Supervisory Board discussed the Company’s risk profile with the Executive Board and with the
external independent auditor. The Supervisory Board recognizes that the risk profile of ER Capital N.V. is
adequately understood, monitored and acted upon by the Executive Board in a sufficient way. The
Supervisory Board is satisfied with the structure and operation of the internal risk management and
control system and is convinced that its (financial) consequences have been adequately reflected in the
Company’s processes and accounting principles.
Audit Committee duties
The Supervisory Board as a whole monitored the accounting and reporting processes (for further
explanation on this refer to the section Corporate Governance). In order to ensure the quality of the
financial reporting process and to discuss the findings on the financial statements, the Supervisory Board
meets with the Company’s external independent auditor, GCP Auditors Ltd. The Supervisory Board
closely followed whether the advice of the external independent auditors received a proper follow up
by the Executive Board.
Meetings of the Supervisory Board
In 2025 the Supervisory Board held regularly scheduled meetings with the Executive Board as well as
additional ad hoc meetings when required. In addition, the Chair and individual Supervisory Board
members maintained frequent informal contact with the Executive Board. Key subjects discussed in 2025
included:
ER Capital’s strategy as a Dutch real estate company;
The composition and quality of the real estate portfolio and the pipeline of acquisitions;
The legal demerger and corporate structure and the positioning of ER Capital on Euronext
Amsterdam;
Financial performance and capital structure;
Risk management and internal control.
Evaluation of the Supervisory Board and the Executive Board
In FY 2025, the Supervisory Board has evaluated its own performance several times in an informal
setting, in most cases immediately after the regular meeting and in some cases separately by phone.
Each year a formal evaluation of the performance of the Supervisory Board and the Executive Board is
scheduled after the regular meeting. This is a Supervisory Board-only meeting and will be followed up
17
with a feedback meeting with the Executive Board if this is deemed necessary. Based on the most recent
evaluations performed, no follow-up actions were deemed necessary.
Remuneration
The Remuneration Policy outlines the terms and conditions for the members of the Executive Board of
the Company. The objective of the Remuneration Policy is to provide a structure that retains and
motivates the current members of the Executive Board by providing a well-balanced and incentive-based
compensation.
According to article 135 of book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval
of the General Meeting of Shareholders. On March 27, 2020, the General Meeting of Shareholders has
adopted the revised Remuneration Policy for a period of 4 years (ending on March 27, 2024). At the
most recent General Meeting, no vote was held to formally renew or alter the Remuneration Policy.
Within the scope of the Remuneration Policy, the Supervisory Board, will determine the Remuneration
Plan, which will be the basis of the remuneration of the Executive Board. The remuneration policy
adopted on March 27, 2020 expired in March 2024. Following this period, the Company (at that time
Titan N.V.) operated as a listed entity without material operational activities. During this phase, no
material remuneration was granted to members of the Executive Board.
Following the reverse listing and the transformation into ER Capital N.V. in 2025, a new Remuneration
Policy has been prepared to reflect the Company’s renewed strategy, scale, and operational activities.
This new policy has not yet been approved and will be submitted for adoption at the next General
Meeting of Shareholders.
Remuneration of the Supervisory Board
The remuneration of the members of the Supervisory Board is determined by the General Meeting of
Shareholders within the framework of the Company’s remuneration policy. A detailed overview of the
individual remuneration of the Supervisory Board members is presented in the remuneration report,
which forms part of this Annual Report.
Remuneration of the Executive Board
The remuneration of the Executive Board is based on the remuneration policy as adopted by the General
Meeting of Shareholders and is designed to support the Company’s long-term value creation, its strategy
and its risk profile. A detailed overview of the individual remuneration of the Executive Board is
presented in the remuneration report, which forms part of this Annual Report.
Termination of employment
The duties of the Executive Board are performed under a management agreement between the
Company and Overhill Holding B.V. The management agreement is entered into for an indefinite period
of time and includes an arrangement on the notice period required for termination by either party, as
well as provisions for termination in specific situations such as prolonged incapacity or other urgent
cause. No other special termination rights have been agreed for the member of the Executive Board.
Severance Package
The Company does not have any agreement with the Executive Board on severance as per year end (31
December 2025).
Shares
The Company does not have any agreement with the Executive Board on shares as per year end (31
December 2025).
18
Loans
The Company does not have any agreement with the members of the Executive Board on loans as per
year end (31 December 2025).
Remuneration report
The proposed remuneration of the Executive Board and Supervisory Board is disclosed in detail in the
Remuneration Report. Reference is also made to the note on related party disclosures as included in the
financial statements.
On behalf of the Supervisory Board,
G. Werger
Chairman of the Supervisory Board, ER Capital N.V.
19
Remuneration report
This remuneration report provides accountability for the remuneration of the Executive Board of ER
Capital N.V., its most important aspects, and how it has been applied during the financial year ended 31
December 2025.
The remuneration of the Executive Board is determined by the Supervisory Board. In accordance with
Article 2:135 of Book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval of the
General Meeting of Shareholders.
A new Remuneration Policy has been prepared following the reverse listing and transformation into ER
Capital N.V. in 2025. This policy reflects the Company’s renewed strategy, scale, and operational
activities. However, as at 31 December 2025, the Remuneration Policy had not yet been approved by
the General Meeting of Shareholders. The proposed policy will be submitted for adoption at the next
General Meeting of Shareholders.
General principles
The Supervisory Board ensures that the Remuneration Policy and the implementation of each
Remuneration Plan, are aligned with the Company’s objectives in order to ensure that target setting for
senior executives and Executive Board will support the successful realization of the strategy of the
Company. At the same time, both the Remuneration Policy itself, and the checks and balances applied
in its execution, are designed to comply with the applicable legislation, the Code and SDR II and to
determine that any risks taken, will be in line with the strategy and risk appetite of the Company.
During FY 2025, remuneration of the Executive Board included a variable component, which is directly
dependent on the Company’s balance sheet total. No predefined performance targets or target ranges
were set.
Executive Board remuneration 2025
In 2025, a new executive governance and remuneration structure was prepared following completion of
the reverse listing and related legal demerger. On 30 June 2025, Mr S.J. Eelkman Rooda was appointed
as member of the Executive Board. Since that date, the executive management of ER Capital N.V. has
been performed through his personal holding company, Overhill Holding B.V., under a management
agreement with the Company. On 13 October 2025, Mr Jan B. Sundelin and Mr Zwier van Puijenbroek
resigned as members of the Executive Board. As from that date, the executive management of ER Capital
N.V. consists of one member.
Under this management agreement, and within the framework of the Remuneration Policy, the
remuneration of the Executive Board consists of:
a fixed annual management fee that reflects the scope of responsibilities, time commitment and
the size and complexity of ER Capital N.V. (base year 2017, indexed annually);
a variable fee equal to 0.1% of the consolidated balance sheet total of ER Capital N.V.; and
an annual car allowance.
All fees are invoiced to the Company by Overhill Holding B.V. For financial year 2025, the Executive Board
did not receive any additional profit-sharing arrangements, discretionary bonus, long-term incentive
plan, share-based remuneration or pension contributions from the Company. The amounts relating to
the fixed fee, the variable fee (0.1% of the consolidated balance sheet total) and the car allowance for
2025 are presented in the table below.
20
Pay ratio CEO
(€ x 1,000)
Category
2025
2024/2025
(former Titan N.V.)
2024
(former Titan N.V.)
Base Management Fee /
short-term benefits
177
-
-
Variable Compensation
66
-
-
Special Compensation
-
60*
-
Long Term Incentive
-
-
-
Total
243
60
-
Average annual employee
salary
92
-
-
The average annual employee salary is calculated by dividing the total remuneration of employees
(excluding the CEO) by the average number of full-time equivalents (FTEs) during the year.
*Represents a one-off transaction bonus of €60,000 awarded in connection with the successful completion of the
legal demerger (reverse listing) of ER Capital N.V. (former Titan NV)
Pay ratio CFO
(€ x 1,000)
There is no statutory CFO since the reverse listing. Consequently, no individual remuneration or pay ratio
for the CFO is disclosed for the current year. Comparative figures for prior years are presented, as the
previous CFO held a statutory director position in those years.
Category
2025
2024/2025
(former Titan N.V.)
2024
(former Titan N.V.)
Base Management Fee / short
-
term benefits
-
55
29
Variable Compensation
-
-
-
Special Compensation
-
60*
-
Long Term Incentive
-
-
-
Total
-
115
29
Average annual employee
salary
-
-
-
*Represents a one-off transaction bonus of €60,000 awarded in connection with the successful completion of the
legal demerger (reverse listing) of ER Capital N.V. (former Titan NV)
Shares, options and warrants
As at 31 December 2025, the CEO, through his personal holding company Overhill Holding B.V., held
3,991,246 ordinary shares and 100 M shares in ER Capital N.V. The M shares carry specific profit-
participation rights whereby 20% of the profit surplus remaining after payment of a dividend of €0.06
per share is allocated to the holders of the M shares. These rights are designed to align the CEO’s long-
term incentives with sustainable value creation for the Company and its shareholders.
Preferred shares in ER Capital N.V. are entitled to an annual dividend of €0.06 per share, carry regular
voting rights and are not listed on Euronext. The CEO does not hold any options, warrants or other rights
to acquire additional shares in the Company, and no shares held by the CEO are subject to lock-up or
vesting conditions under a share-based remuneration plan.
21
Other disclosures
Performance criteria
In 2025 no Short-Term Incentive was awarded.
Early retirement arrangements
The Executive Board has no arrangements for early retirement.
No deviations in the decision-making process
During 2025, no deviations from the decision-making process in relation to the execution of said
Remuneration Policy were noted.
General Meeting's advisory vote
Following the reverse listing, a revised Remuneration Policy has been proposed and will be submitted
to the General Meeting of Shareholders for approval. As at the date of issuance of these financial
statements, the Remuneration Policy has not yet been approved.
Supervisory Board remuneration
The General Meeting of Shareholders sets the remuneration of the members of the Supervisory Board.
Members of the Supervisory Board are entitled to a fixed remuneration as well as a reimbursement for
travel expenses incurred. The chairman received an one-off transaction bonus of €60,000 awarded in
connection with the successful completion of the legal demerger (reverse listing) of ER Capital N.V.
(former Titan NV). The remuneration of the members of the Supervisory Board is disclosed in the
following table.
Supervisory Board remuneration
(€ x 1,000)
Name
Position
2025
2024/2025
(former Titan)
2024
2023
2022
2021
Georg Werger
Chairman
18
17
20
20
20
20
Mireille Spapens
Member
12
-
-
-
-
-
Sebo Mar Havinga
Member
12
-
-
-
-
-
Gerdy Harteveld-Smeets
Member
-
10
10
10
10
10
Per Nordling
Member
-
10
10
10
10
10
Variable remuneration
-
60
-
-
-
-
Total remuneration
42
97
40
40
40
40
Travel expenses
1
2
-
9
3
7
Total
43
99
40
49
43
47
On behalf of the Supervisory Board,
G. Werger
Chairman of the Supervisory Board, ER Capital N.V.
22
Corporate Governance
ER Capital N.V. is committed to conducting business in an open and honest way. The corporate
governance structure of the Company, including its practices, rules and policies, is designed to support
such transparency and accountability.
Legal Framework
ER Capital N.V. (the “Company”), is a public limited liability company, established under the laws of the
Netherlands. Its shares are listed on Euronext, Amsterdam. As such, several laws and regulations apply
to the Company: the Dutch Civil Code, the Dutch securities laws such as the Dutch Financial Supervision
Act, the Euronext listing rules and the Dutch Corporate Governance Code of March 2025 (the “Code”).
Additionally, the Company, the Executive Board, the Supervisory Board and the staff members are bound
by the Company’s Articles of Association, the Code of Conduct, the Remuneration Policy, the Insider
Knowledge Regulations and several internal procedures.
Shareholders
Shares
The Company’s share capital consists of Ordinary Shares, Preferred Shares and M Shares. The Ordinary
Shares are partly listed on Euronext Amsterdam and all Ordinary and Preferred Shares carry equal voting
rights. The M Shares have special rights and are registered shares with specific financial rights and are
not admitted to trading on a regulated market.
Ordinary Shares are partly held by Stichting Administratiekantoor ER Capital (the “STAK”) are legally held
by the STAK and represented by depository receipts issued to investors. The STAK administers these
shares and exercises the associated voting rights. In principle, each depository receipt entitles the holder
to give one voting instruction to the STAK, corresponding to one vote at the General Meeting of
Shareholders.
Anti-takeover measures
The Company does not have any specific anti-takeover measures in place other than the foundation
structure with the STAK as described above.
Shareholders Meeting and Voting Rights
Responsible corporate governance requires the full participation of shareholders in the decision- making
in the General Meeting of Shareholders. The Company attaches great value to shareholder relations. In
line with relevant laws and regulations, the Company provides all shareholders and other parties in the
financial markets with equal and simultaneous information about matters that could have a significant
influence on the price of the Company’s listed securities, thereby taking into account possible
exemptions permitted by those laws and regulations.
The Company shall actively communicate relevant developments of its business to the financial markets
through press releases. The dates of publication of (interim) financial reports are announced well in
advance and these publications are accessible online via the financial reporting registry of the AFM.
At least once a year a General Meeting of Shareholders is convened, announcing the meeting date and
place, the registration date, the agenda of the meeting with explanatory notes and the procedure for
attendance. In accordance with Dutch law, the shareholding at the registration date is decisive for the
right to attend and address the meeting and to exercise voting rights, notwithstanding a subsequent sale
of the shares. Each share entitles its holder to cast one vote. Resolutions are passed by a simple majority
of the votes cast, unless Dutch law or the Articles of Association require a larger majority.
23
Amongst other things the General Meeting of Shareholders decides on the adoption of the financial
statements, the appropriation of the net results, the (re)appointment, discharge and remuneration of
the members of the Supervisory Board, material changes of the Remuneration Policy, the
(re)appointment and the discharge of the members of the Executive Board, the appointment of the
external independent auditor, the authorization of another company body to issue new shares, the
amendment of the Articles of Association, and other important matters such as major acquisitions or
the sale of a substantial part of the Company. The Company prepares a list of decisions made during a
shareholders meeting. The Company also prepares the minutes.
Amendments to the Articles of Association
An amendment to the Articles of Association requires approval of the Annual General Meeting of
Shareholders. In 2025, the Articles of Association were amended, following the resolution of the
Extraordinary General Meeting of Shareholders held on 27 June 2025. In this meeting, shareholders
approved a comprehensive amendment of the Articles of Association of Titan N.V. to align the Company’s
constitutional documents with the reverse listing of ER Capital N.V. This amendment included, among
others, the change of the Company’s name to ER Capital N.V. and its statutory seat to Rotterdam, the
introduction of new share classes (preference shares and M shares) and the related authorised share
capital, and various technical changes to facilitate the triangular legal demerger and the new governance
and capital structure.
Executive Board
Appointment & dismissal
Members of the Executive Board are appointed and dismissed by the General Meeting of Shareholders.
Candidates are nominated by the Supervisory Board, subject to prior approval of the meeting of holders
of M Shares. The Supervisory Board may suspend a member of the Executive Board at any time; such
suspension may subsequently be lifted or followed by dismissal by the General Meeting of Shareholders
in line with the requirements of the Articles of Association.
Duties
The Executive Board is entrusted with the management of the Company. This means that it is responsible
for the achievement of the Company’s targets, its strategy with the associated risk profile, the
development of the results and the social aspects of doing business relevant to the Company. For its
management the Executive Board is accountable to the Supervisory Board and the General Meeting of
Shareholders.
In the performance of its duties, the Executive Board and the Supervisory Board are guided by the
interests of the Company, taking the relevant interests of all stakeholders into account and to create
sustainable long-term value in accordance with article 1.1.1 of the Code, as well as control of related
risks and opportunities subject to article 1.2.1 and 1.2.2 of the Code and communication with its
stakeholders.
The Executive Board performs its activities under the supervision of the Supervisory Board. The
Executive Board attends the meetings of the Supervisory Board with exception of the meetings focusing
on the evaluation of the Supervisory Board and the Executive Board and the annual meeting with the
external independent auditor.
The Executive Board provides the Supervisory Board timely with all information essential for the
Supervisory Board to exercise its duties.
24
Composition
At the beginning of 2025, the Executive Board consisted of Mr. J.B. Sundelin and Mr. Z. van Puijenbroek.
Mr. Sundelin has served as a member of the Executive Board since 14 February 2007 and acted as CEO,
while Mr. Van Puijenbroek was appointed to the Executive Board with effect from 1 April 2024.
Following the reverse listing and related legal demerger, the Company’s executive governance changed
in 2025. On 27 June 2025, Mr. Sebo Eelkman Rooda was appointed by the (Extraordinary) General
Meeting of Shareholders as CEO and member of the Executive Board (effective 30 June 2025).
On 13 October 2025, Mr. Sundelin and Mr. Van Puijenbroek stepped down as members of the Executive
Board. As at 31 December 2025, the Executive Board consists of one member: Mr. Sebo Eelkman Rooda
(CEO).
Remuneration
The remuneration of the members of the Executive Board has been set in line with the Remuneration
Policy of the Company and is in line with the provisions of the Code. There is no severance package for
the Executive Board in place. More information about the remuneration of the Executive Board can be
found in the Report from the Supervisory Board, starting on page 15 and the Remuneration Report,
starting on page 19.
Conflicts of interest
The Executive Board avoids (the appearance of) conflicts of interests between the Company and a
member of the Executive Board. All transactions in which a conflict of interest exists or is deemed to
exist must be concluded on terms at least customary in the sector concerned.
Resolutions for entering into such transaction must be approved by the Supervisory Board. In the
financial year 2025, there were no reports on conflicts of interest.
Supervisory Board
Appointment & dismissal
The members of the Supervisory Board are appointed or dismissed by the General Meeting of
Shareholders and in accordance with the Articles of Association. Members of the Supervisory Board do
not participate in the voting process regarding their own appointment. Members of the Supervisory
Board shall be appointed for a period of four years and resign at the first General Meeting of
Shareholders after such period has elapsed.
Members of the Supervisory Board may be re-elected two times for a period of four years as of July 1,
2025. Re-election may only take place after careful consideration.
Duties
The role of the Supervisory Board is to exercise supervision over the policies adopted by the Executive
Board and over the general conduct of business of the Company as well as to provide the Executive
Board with advice. The general duties of the Supervisory Board include supervising, monitoring and
advising the Executive Board on the realization of the Company’s operational and financial objectives,
the corporate strategy, the risks inherent to the business activities, the design and effectiveness of the
internal risk management and control systems, the main financial parameters, the financial reporting
process, compliance with applicable laws and regulations, the relationship of the Company with its
shareholders and the corporate social responsibility issues that are relevant to the Company.
In the performance of its duties, the Supervisory Board is guided by the interests of the Company and
takes the relevant interests of all the Company’s stakeholders into account. The Supervisory Board is
responsible for the quality of its own performance.
25
Composition
The Supervisory Board has three members, appointed at the Extra-Ordinary Meeting of Shareholders of
September 10, 2025: Mr Georg Werger (president), Mrs Spapens and Mr Havinga. Further information
about the members of the Supervisory Board can be found in the section The Supervisory Board, starting
on page 15. All members of the Supervisory Board are independent, as is the Supervisory Board as a
whole, subject to the relevant requirements of provision 2.1.7, 2.1.8 and 2.1.9 of the Code. The
composition of the Supervisory Board is such that its members are able to act critically and
independently of one another and of the Executive Board and any particular vested interests. Each
member of the Supervisory Board is capable of assessing a broad outline of the overall strategy of the
Company and its business.
As a whole, the composition is such that it enables the Supervisory Board to best carry out the variety
of its responsibilities and duties to the Company and other stakeholders. The Supervisory Board is
constituted in a balanced manner as to reflect the nature and variety of the Company’s businesses and
the desirability to have available expertise in such fields as finance, economics, management,
legal/corporate governance, information technology and the Company’s business in general.
For future appointments, selection criteria are taken into account that reflect a balance between the
requirements of the role to be filled in and diversity requirements.
The Supervisory Board members are appointed by the General Meeting of Shareholders. A Supervisory
Board member is appointed or reappointed for a term commencing on the date of his appointment and
ending at the day of the first General Meeting of Shareholders held after the fourth anniversary of this
appointment.
Remuneration
The General Meeting of Shareholders approves the remuneration of the members of the Supervisory
Board. The current annual fixed remuneration (yearly to be indexed with base year 2025) of Mrs Spapens
and Mr Havinga is € 12k and the remuneration of Mr. Werger is € 18k.
Committees
Since the Supervisory Board comprises only three members, no separate remuneration committee and
selection and appointment committee have been formed. Also, due to the size of the Supervisory Board,
no separate audit committee has been appointed. Rather, the matters for an audit committee,
remuneration committee and a selection and appointment committee are addressed by the entirety of
the Supervisory Board during its regular meetings.
Internal audit function
During 2025, there was no internal audit function in the Company. Due to the company's limited size,
the internal controls including the accounting and governance processes, are of limited complexity. As
such, this allows for the Executive Board to closely monitor the internal control system and report to the
Supervisory Board. Furthermore, the absence of an internal audit function has not been identified as a
principal risk that would require mitigation. In this respect, reference is made to the section Risk
Management and Control.
Conflicts of interest
The Supervisory Board avoids (the appearance of) conflicts of interests between the Company and a
member of the Supervisory Board and/or a member of the Executive Board. In the financial year 2025,
there were no conflicts of interest.
26
Diversity policy and criteria for the Executive Board and Supervisory Board
The objective of our diversity policy with respect to the composition of the Executive Board and
Supervisory Board is to ensure that both Boards consist of members with the right expertise, experience
and competencies to fulfil their roles and complement each other. In addition, we believe that a
balanced distribution among men and women contributes and leads to better decision-making. As a
corresponding target, at least one third of our Supervisory Board should consist of women or men
(corresponding to at least 1 woman given the current size of our Supervisory Board).
In preparation of appointment of a new member of the Supervisory Board or Executive Board, selection
criteria are considered that reflect a balance between the requirements of the role to be filled in and
diversity requirements. In determining the optimal composition of the Executive Board and Supervisory
Board, the Company considers various criteria of diversity.
The following criteria are considered for an appointment:
1)
Expertise
2)
Experience
3)
Competencies
4)
Gender
5)
Development opportunities/potential
6)
Age
7)
Nationality
8)
Ethnic background
9)
Education
Composition
The current compositions of the Executive Board and the Supervisory Board as disclosed above satisfy
the policy objectives for the diversity of the Boards. Nonetheless, the Company continues to re-evaluate
its policies and criteria as necessary and has taken notice of the recent developments in the field of
diversity and expectations of stakeholders around this subject. This includes the new law on growth
quota for a better male-female ratio in the Netherlands, which entered into effect on 1 January 2022.
This law requires that at least one third of the supervisory boards of listed companies consists of men,
and at least one third of women. This quota applies to new appointments. The current composition of
the Supervisory Board of ER Capital N.V. is therefore in compliance with the requirements of this law.
Further notes on the Company's Corporate Governance
All members of the Executive Board and the Supervisory Board comply with the rules of Dutch corporate
governance regarding the limitations of the number of board positions in Dutch large companies as all
members of the Executive Board and the Supervisory Board have no other positions than their position
within the Company.
GCP Auditors LTD has been the external independent auditor during the financial year 2025, being
appointed at the General Meeting of Shareholders of June 27, 2025.
Legal structure
ER Capital N.V. (the “Company”), formerly Titan N.V., is a Dutch public limited liability company whose
shares are listed on Euronext Amsterdam. Following the sale on 13 September 2023 of TIE Kinetix
Holding B.V. and the Group’s former operating subsidiaries, Titan N.V. no longer had active business
operations and did not have any direct or indirect subsidiaries.
As part of the statutory triangular legal division and reverse listing completed on 30 June 2025 (the
“Legal Demerger”), all assets and liabilities of ER Capital N.V. (Old) were transferred under universal
27
succession of title to entities within the Titan N.V. group, in exchange for newly issued shares in Titan
N.V. allotted to the former shareholders of ER Capital N.V. (Old). Titan N.V. subsequently changed its
statutory name to ER Capital N.V. and now acts as the listed parent company of the Group, a real estate
company focused on the acquisition, development and active management of a diversified portfolio of
Dutch real estate assets through its (indirect) subsidiaries.
The Company does not meet the criteria for classification under the Dutch “structuurregime”
(“structuurvennootschap”) due to its size.
Corporate policies
The Company has various policies in place that contribute to responsible governance:
The Code of Conduct was established to provide management and employees with a clear set
of guiding principles on integrity and ethics in business conduct. No issues were reported or
noticed in FY 2025.
The Investor Relations Policy provides headline guidance for investors pertaining to ER Capital
N.V.’s management rules of engagement with investors.
In addition, the Company has procedures in place regarding insider information, aimed at preventing
trading on the basis of inside information. All relevant persons are required to inform the Company prior
to any transaction in ER Capital N.V. shares.
Given the Company’s current size and structure, no separate Compliance Officer has been appointed.
The Chief Executive Officer is responsible for ensuring compliance with applicable laws and regulations.
The closed period, in which every employee, executive, specified person, Executive Board member and
Supervisory Board member is prohibited from trying to execute and/or executing a transaction with ER
Capital shares, irrespective of whether or not he or she possesses insider knowledge, is included in our
Annual Report and communicated at the start of every closed period.
The Company actively enforces an incidents policy (including data breach) and a privacy policy to ensure
data security and act in compliance with the GDPR (known in the Netherlands as the AVG Act).
28
Risk Management and Control
Risk management forms an integral part of how ER Capital N.V. is governed. The objective of our risk
management system is to identify and mitigate risks with a potential major impact on achievement of
our strategic and financial goals, and therefore on the overall value of the Company.
Our risk management and control system
As any business, the Company is exposed to a variety of risks. To be able to detect, assess, determine
the risk appetite and take mitigating measures if needed, the Company relies on its risk management
and control system. The main features of this system are described in the following paragraphs. Both the
Executive Board and Supervisory board are satisfied that the structure and operation of the risk
management and control system is organized adequately given the size and complexity of the Company
and its business. To this extent, our system is designed to manage, rather than eliminate, the risk that
we fail to realize our strategy and create long-term value for our stakeholders. Our internal control
system is based on the principles of the COSO 2017 Enterprise Risk Management framework.
Control environment
The Executive Board has the ultimate responsibility for risk management and control within the
Company. This responsibility includes identifying and evaluating opportunities and risks, and to take
appropriate measures if deemed necessary, so that the Company may utilize opportunities and avoid
losses where possible.
The Executive Board aims to maintain a culture of ethical behaviour and integrity by setting the tone at
the top. This contributes to avoiding unnecessary risks and the overall effectiveness of the Company's
risk management and control system. This is done by, for example:
Leading by example and acting in accordance with our Company values;
Maintaining relevant policies such as our Code of Conduct and ensuring awareness of these
policies among staff;
Having clear practices and procedures with respect to corporate governance.
The Executive Board is monitored by the Supervisory Board and the performance of the Company's risk
management and control system is reported on and evaluated annually.
Risk appetite
The risk appetite represents our willingness to assume calculated risks and uncertainties. The risk
appetite is determined by the Executive Board and is regularly re-evaluated in the face of changing
circumstances and as part of the process of evaluating and responding to risks. At a high level, the level
of the Company’s risk appetite is outlined in the following table, organized by the main categories of
risks that we identify. This gives guidance on the level and extent of measures that are taken to control
or mitigate the risks belonging to the respective categories, though it is at the discretion of the Executive
Board to increase or decrease the extent to which the Company responds to an individual risk or
uncertainty.
Risk appetite per risk category
Category of risks and uncertainties
Level of risk appetite
Strategic and investment
Moderate
Financial and liquidity
Moderate
Operational and IT (incl. cyber)
Low
Compliance and reporting
Low
29
A moderate appetite for strategic and investment risks reflects that ER Capital selectively takes risk in
acquiring, developing and managing real estate and fund propositions. The Company also maintains a
moderate risk appetite for financial and liquidity risks, while operational, IT and compliance risks are
managed with a low risk appetite.
Identifying, assessing and responding to risks
Risks and uncertainties are identified and assessed on a recurring basis at Executive Board level, taking
into account developments in the real estate and financing markets, regulatory changes and the
Company’s operational environment.
The risk management process can be summarised as follows:
Risk identification – monitoring of internal and external developments, including portfolio
performance, tenant developments, financing conditions and regulatory changes;
Risk assessment – assessment of the likelihood and potential impact of identified risks on the
Company’s financial position, results, liquidity and reputation;
Response and control measures – deciding whether and how to respond to risks, in light of the
Company’s risk appetite (for example through portfolio diversification, financing structure,
covenant management, insurance, contractual arrangements or process controls);
Monitoring and evaluation – periodic monitoring of key risks, control measures and covenant
headroom, and evaluation of whether the residual risk remains in line with the Company’s risk
appetite.
Principal risks and uncertainties
Based on its 2025 assessment, the Executive Board has identified the following principal risks and
uncertainties as the most relevant for ER Capital’s profile. This overview is not exhaustive; other risks
and uncertainties, including those that are currently not considered material, may materialise in the
future.
Risk
category
Principal
risk
Description
Potential impact
Risk
appetite
Key mitigating measures
Strategic and
investment
Real estate
market,
valuation and
tenant risk
Adverse movements in
yields, market rents or
demand for the
Company's asset types,
or tenant defaults /
higher vacancy, may lead
to lower fair values and
rental income.
Negative
revaluations, lower
net rental income,
reduced headroom
on covenants and
lower shareholder
returns.
Moderate
Disciplined investment
criteria, focus on multi-tenant
assets and diversified tenant
base, active asset
management, periodic
external valuations and
monitoring of market
indicators.
Financial and
liquidity
Financing,
interest rate
and liquidity
risk
Exposure to refinancing
risk, interest rate
movements and liquidity
fluctuations may affect
the Company’s funding
capacity and cash flow
profile. The Company
actively manages these
exposures in line with its
balance sheet strategy.
Higher financing
costs, need for
asset sales or equity
injections, potential
covenant breaches
and going concern
pressure.
Moderate
Active balance sheet and
liquidity management,
securing financing at fixed
interest rates, diversified
funding sources and
maturities where feasible,
proactive covenant
monitoring, maintaining
appropriate liquidity buffers,
and regular cash flow
forecasting.
30
Operational
and IT (incl.
cyber)
Operational,
IT and
outsourcing
risk
Failures in processes,
systems or key service
providers, or cyber
incidents, may disrupt
operations or lead to
errors in contractual,
financial or tenant data.
Operational
disruption, financial
loss, incorrect
reporting,
reputational
damage and
potential legal
claims.
Low
Selection and monitoring of
reputable service providers,
segregation of duties,
documented key processes,
IT access and change controls
where feasible, back-up and
recovery procedures, and use
of external IT/security
expertise where appropriate.
Compliance
and reporting
Compliance
with laws,
regulations
and
reporting
requirements
Failure to comply with
applicable laws and
regulations or to produce
reliable financial and
non-financial reporting.
The Company operates in
a regulatory environment
that is subject to ongoing
interpretation and
development, including
in the area of investment
fund management
regulations. Changes in
regulatory interpretation
or requirements may
affect the Company's
activities.
Fines, sanctions or
other regulatory
measures,
reputational
damage, increased
scrutiny from
regulators and
stakeholders, and
potential impact on
access to capital.
Low
Governance framework with
clear allocation of
responsibilities, use of
specialised external legal, tax
and regulatory advisors,
policies and procedures,
documented reporting
processes and controls,
periodic monitoring.
An analysis of risk exposures arising from the use of financial instruments (including market risk, credit
risk and liquidity risk) and the related risk management objectives and policies is provided in the note
“Financial risk management” to the consolidated financial statements.
Performance of the internal risk management and control system
During the financial year 2025, the Executive Board and the Supervisory Board evaluated the design and
operation of the Company’s internal risk management and control system. Design and operation were
considered adequate in light of the size and complexity of ER Capital and the principal risks summarised
above.
Communication
Throughout our risk management and control process, communication is key. The Company's limited
size and short communication lines between the Executive Board, and the Supervisory Board, as well
as the Company values, work to the advantage of the effectiveness of the risk management process in
this respect.
Our response to the risk of fraud or bribery
The Company has a zero-risk appetite and zero tolerance policy towards fraud and/or bribery. There
have been no known cases of fraud and/or bribery within the Company. Management has not identified
areas of elevated risk of fraud and/or bribery. The Company operates in the Netherlands which has a
low inherent risk in this respect. Nonetheless, management wants to avoid the risk of fraud and/or
bribery given potential impact and has implemented several measures to address this risk.
Among these measures are the following:
Having corporate policies in place such as our code of conduct;
Policies procedures and controls in respect of approval and processing of contracts;
Policies, procedures and controls in respect of accounting systems;
31
Policies, procedures and controls in respect of payments; and
Finance organization with direct board-level supervision.
Statement on Risk Management and Internal Control (VOR)
The Executive Board is responsible for the design, implementation and operation of the Company’s
internal risk management and control system. This system is intended to provide reasonable assurance
that the principal risks and uncertainties to which the Company is exposed are identified and managed
in line with the Company’s risk appetite, and that the financial reporting does not contain material
misstatements.
In 2025, the Executive Board performed its annual assessment of the design and operating effectiveness
of the internal risk management and control system. This assessment covered, among others, the main
risk categories described in the section “Risk Management and Control” of this management report:
strategic and investment risks, financial and liquidity risks, operational and IT (including cyber and
outsourcing) risks, and compliance and reporting risks. The assessment also took into account the
Company’s zero-tolerance approach to fraud and bribery and the related control measures.
On the basis of this assessment and given the nature and scale of the Company’s operations, the
Executive Board is of the opinion that the internal risk management and control system functioned
adequately in 2025 and provides reasonable assurance that the financial reporting for the year ended
31 December 2025 does not contain material misstatements. With regard to non-financial information
included in this annual report, the Executive Board is of the opinion that the current internal risk
management and control system provides at least a limited level of assurance, recognising that
processes and controls in this area are being further developed.
The assessment did not identify material deficiencies in the internal risk management and control
system that the Executive Board considers to have resulted in material misstatements in the Company’s
financial reporting. The Executive Board has, however, identified certain areas for further improvement,
including continued documentation and standardisation of key controls in the financial reporting
process, further strengthening of IT general controls where relevant, and ongoing enhancement of the
compliance and reporting framework. Actions to address these improvement areas have been initiated
and will be monitored by the Executive Board and discussed with the Supervisory Board.
In performing its going concern assessment, the Executive Board has considered the Company’s current
financial position, liquidity and funding arrangements. On the basis of this assessment, the Executive
Board believes that it is justified to prepare the 2025 financial statements on a going concern basis. The
material risks and uncertainties that could affect the Company’s continuity in at least the twelve months
following the date of this report have been adequately disclosed in this management report and the
notes to the consolidated financial statements.
Taking into account the above, and to the best of its knowledge, the Executive Board declares that:
this management report provides sufficient insight into any significant deficiencies in the
functioning of the internal risk management and control system, to the extent such deficiencies
have been identified;
the internal risk management and control system provides a reasonable level of assurance that
the financial reporting for the year ended 31 December 2025 does not contain material
misstatements; and
it is justified, considering the current state of affairs, that the financial statements have been
prepared on a going concern basis and that the material risks and uncertainties relevant to the
Company’s continuity for a period of at least twelve months after the date of this report have
been appropriately disclosed.
32
Statements from the Executive Board
In control statement
The Executive Board is responsible for the internal risk management and control systems and the
assessment of the effectiveness thereof. The Executive Board believes that there are adequate systems
of monitoring and reporting, and that it has taken adequate steps to implement an appropriate risk
management and internal control system. The system provides, with reasonable certainty, reliable
internal and external information. These reports supply adequate information to determine how far the
Company is achieving the strategic goals it has set and assurance that the Company is operating within
the boundaries of the law.
Our systems significantly reduce, but cannot fully eliminate, the possibility of poor judgment in decision-
making, human errors, abuse and control processes being deliberately circumvented by employees and
others, management overriding controls and the occurrence of other unforeseeable circumstances.
Another limiting factor is the need to consider the relative costs and benefits of risk responses. A
properly designed and implemented risk management and internal control system will therefore provide
reasonable, but not absolute, assurance that a company will not be hindered in achieving its business
objectives, in orderly and legitimate conduct of its business. It can also not provide absolute insurance
that a misstatement in the financial reporting would be prevented or detected. In this context,
reasonable assurance refers to a degree of assurance that would be satisfactory for a prudent manager
in the management of his affairs in the given circumstances.
Notwithstanding the foregoing and in view of the above, the Executive Board makes the following
statement:
The Executive Board is of the opinion that it has implemented an internal risk management and
control system that is adequate and effective, suitable for the Company’s business;
The annual management report provides sufficient insights into any failings in the effectiveness
of the internal risk management and control systems, to the extent applicable. Reference is
made to the section Risk Management and Control, starting on page 28;
The internal risk management and control system provides a reasonable assurance that the
financial reporting does not contain any material inaccuracies. Reference is made to the section
Risk Management and Control, starting on page 28;
Based on the current state of affairs, it is justified that the financial reporting is prepared on a
going concern basis. Reference is made to the section in the financial statements; and
The annual management report states those material risks and uncertainties that are relevant
to the expectation of the Company’s continuity for at least the period of twelve months after
the preparation of the report.
Corporate governance statement
The Executive Board declares that the information required by Articles 3, 3a and 3b of the Decree on
the Management Board's Report ('Besluit Inhoud Bestuursverslag') is included in the sections:
Risk Management and Control, starting on page 28 and;
Corporate Governance, starting on page 22.
All to the extent that the disclosure requirements apply to the Company.
Compliance with the Corporate Governance Code
The Company complies with the principles and the relevant best practice provisions of the Dutch
Corporate Governance Code 2025 (the “Code”), as adopted in March 2025 and applicable to financial
33
years beginning on or after 1 January 2025. The Code is available on the website of the Monitoring
Committee Corporate Governance Code:
www.mccg.nl
Information pursuant to the Decree Article 10 Takeover Directive
The Executive Board declares that the information required by the Decree Article 10 Takeover Directive
('Besluit Artikel 10 Overnamerichtlijn') is included in the section Corporate Governance, starting on page
22 and the section Investor Relations, starting on page 34, to the extent that the disclosure requirements
apply to the Company.
Statutory financial statements and management report
The following sections of this Annual Report form the annual management report (“bestuursverslag”)
within the meaning of article 2:391 of the Dutch Civil Code (and related Decrees):
Letter from the Executive Board
Financial Review
Outlook for Financial Year 2026
Governance, with the exception of the Report from the Supervisory Board and the
Remuneration Report; and
Investor Relations.
The annual financial statements within the meaning of article 2:361 of the Dutch Civil Code are included
in the section Financial Statements, starting on page 36.
Responsibility statement
In accordance with the EU Transparency Directive as incorporated in chapter 5.25c paragraph 2 sub c of
the Dutch Financial Supervision Act ('Wet Financieel Toezicht'), the Executive Board confirms to the best
of its knowledge that:
A.
The annual financial statements for the year ended 31 December 2025, give a true and fair view
of the assets, liabilities and financial position and comprehensive income of ER Capital N.V.;
B.
The annual management report presented in the Annual Report gives a true and fair view of ER
Capital N.V. as of 31 December 2025, and the state of affairs during the financial year to which the report
relates; and
C.
The annual management report describes the principal risks the Company is facing.
Rotterdam, 29 April 2026
S. Eelkman Rooda, CEO
34
Investor Relation Information
Objectives
ER Capital N.V.’s Investor Relations (IR) activities are aimed at building and maintaining long-term
relationships with its shareholders and investors.
The overall goal is to increase transparency, minimize information asymmetry, to support liquidity of the
Company’s shares and to reduce stock price volatility. As the case may be, we maintain and develop
relations with analysts with the aim to clarify our strategy and achievements. We communicate in a
transparent manner with detailed, clear and timely information to existing and potential shareholders,
financial analysts and the media. We also operate an open-door policy with regard to enquiries from
(potential) capital market participants.
ER Capital N.V. provides its shareholders and financial market stakeholders with similar and simultaneous
information about potentially price sensitive matters and is very careful with contacts between Company
executives and shareholders and analysts.
ER Capital N.V. will not engage in actions that might compromise analyst independence and does not
assess, comment on or correct – other than factually – any analysts’ reports or analyst valuations.
ER Capital N.V. communicates with shareholders and financial market participants through regular
meetings such as the Annual General Meeting of Shareholders or bilateral meetings as the case may be.
Bilateral meetings are organized to ensure that (potential) shareholders receive a balanced and
comprehensive view of our performance and strategy and the issues ER capital N.V. faces in the
execution of its goals. In all our contacts we are always careful to observe the rules on fair disclosure,
equal treatment of shareholders, insider trading and transparency in all our communications.
Communication with capital markets
ER Capital N.V. publishes an annual report and a half-year report. In addition, ER Capital N.V. keeps its
stakeholders informed through press releases. ER Capital N.V. also issues press releases of a commercial
or strategic nature, if and when the Company deems that to be of interest to its stakeholders.
Commercial sensitivity may prevent us from disclosing contract details (such as names, transaction value
etc.). ER Capital N.V.’s policy is to issue a press release when it engages in a transaction of a strategic
nature or when ER Capital N.V. engages in a strategic partnership.
Contacts with the capital markets are coordinated centrally by the Executive Board in close cooperation
with the other departments.
Substantial shareholdings
In the context of the requirement for investors to report substantial holdings and gross short positions,
stakes of 3% or more in the Company’s issued share capital must be reported to the Dutch Authority for
the Financial Markets (AFM).
The table below lists shareholdings (excluding potential interests) based on the Company’s shareholder
register as at 31 December 2025, insofar as the reported shareholdings are at least 3% based on the
total number of outstanding share capital of the Company.
The Company notes that the shareholder register may reflect more recent changes in shareholdings than
those included in the AFM register, as notifications to the AFM are dependent on timely updates by
shareholders. Consequently, the shareholdings included in the AFM register may differ from those
presented above.
35
Substantial shareholdings (art. 5:43 Financial Supervision Act ["Wft"])
Shareholder
% of shares
Stichting Administratiekantoor ER Capital
55.00%
Overhill Holding B.V. (S.J. Eelkman Rooda)
18.52%
ER Capital Multifeeder I B.V.
7.43%
ERC Investments B.V.
6.01%
36
Consolidated statement of comprehensive income
For the year ended 31 December 2025
(x € 1,000)
Note
2025
2
2024
Gross rental income
1
Service costs recharged to tenants
Service costs
-1,190
-785
Service costs not recharged
-190
-218
Property operating expenses
2
-854
-887
Net rental income
Changes in fair value of investment
properties
3
-895
Net result from investments
Other Income
Administrative costs
4
-6,340
-2,679
Depreciation of right-of-use assets
-74
-12
Depreciation tangible fixed assets
-23
-26
Total costs
-6,437
-2,717
Operating result
-3,491
Financial income
5
Financial expenses
5
-3,661
-2,243
Result before tax
-6,726
-1,254
Corporate income tax
6
-277
-616
Result after tax
-7,003
-1,870
Other comprehensive
income/expense
Total comprehensive income /
expense for the year
-7,003
-1,870
Total comprehensive income /
expense attributable to:
Shareholders
-6,735
-1,870
Non-controlling interests
-268
Total comprehensive income for the
year
-7,003
-1,870
Basic earnings per share
(€)
-0.64
Diluted earnings per share (€)
-0.64
2
The current financial year covers a period of 15 months from 1 October 2024 to 31 December 2025 for former Titan N.V.
37
Consolidated statement of financial position
For the year ended 31 December 2025
(before profit appropriation x € 1,000)
Note
31 December 2025
31 December 2024
Assets
Intangible fixed assets
7
Investment property
8
Tangible fixed assets
Right-of-use assets
9
Financial fixed assets
10
Deferred tax assets
11
Total non-current assets
Trade and other receivables
12
Cash and cash equivalents
13
Total current assets
Total assets
Shareholders' equity
Issued share capital
Share premium reserve
Revaluation reserve
Other reserves
-8,466
-10,658
Treasury shares
-2,035
NCI
-88
Total result for the year attributable
to shareholders
-6,735
-1,870
Shareholders' equity
14
Liabilities
Interest bearing loans
15
Deferred tax liabilities
16
Provisions
17
Other non-current liabilities
18
Lease liabilities
19
Non-current liabilities
Interest bearing loans
20
Trade and other payables
Other current liabilities
21
Lease liabilities
19
Current liabilities
Total liabilities
Total shareholders' equity and
liabilities
38
Consolidated cash flow statement
(x € 1,000)
Note
2025
2024
€
€
Operating activities
Result before tax
-6,726
-1,254
Adjustments
Listing service expense (Titan N.V.) IFRS 2
4
Financial income
5
-426
-37
Financial expenses
5
Depreciation of right-of-use assets
Depreciation of tangible assets
Write-off of intangible assets
Revaluation of investment property
3
-1,561
Increase/decrease in provision third
party profit share
Total adjustments
Changes in working capital
Decrease/(increase) in trade and other receivables
12
-401
-214
Increase/(decrease) in trade and other payables
Total changes in working capital
Cash generated from/used in operations
-379
Interest paid
-3,134
-1,726
Interest received
Taxes (payroll, turnover) paid
-92
-153
Net cash from operating activities
-3,178
-1,824
Investing activities
Investments in investment property
8
-16,815
-19,901
Proceeds from disposal of investment
property
8
Investment in financial assets
10
-2,600
Repayment financial fixed asset loan
-115
-64
Acquisition of subsidiary ERC KCN B.V., net of cash acquired
-785
Acquisition of subsidiary ERC Vastgoed Fondsmanagement
B.V., net of cash acquired
-154
Net cash (used in)/from investing activities
-16,793
-22,565
Financing activities
Dividends paid
14
-610
-589
Proceeds from loans
15
Repayment of loans
15
-5,393
-12,592
Purchase of treasury shares
14
-2,035
Repayment of lease liabilities
19
-90
-22
Issued share capital
Net cash (used in)/from financing activities
Net increase/(decrease) in cash and cash equivalents
-117
Cash and cash equivalents as at 1 January
Cash and cash equivalents as at 31 December
39
Reverse acquisition and legal demerger
On 30 June 2025, the Group completed a reverse acquisition through a legal demerger involving Titan
N.V. The transaction was settled through the issuance of shares and did not result in a cash inflow or
outflow. Accordingly, it has been excluded from the consolidated statement of cash flows in accordance
with IAS 7.
Acquisition of subsidiaries
During the year, the Group acquired control over ERC KCN B.V. and
ERC Vastgoed Fondsmanagement B.V.
The cash considerations amounted to €0.9 million in total. The net cash outflow has been presented
within investing activities in the consolidated statement of cash flows.
Dividend Titan
Dividends paid by Titan N.V. prior to the reverse acquisition on 30 June 2025 have not been included in
the consolidated statement of cash flows, as these relate to the accounting acquiree prior to obtaining
control.
40
Statement of consolidated changes in equity
For the year ended 31 December 2025
(x € 1,000)
Statement of consolidated changes in equity
For the year ended 31 December 2024
(x € 1,000)
Consolidated
Issued
share capital
Share
premium
Revaluatio
n reserve
Other
reserves
Treasury
shares
Result for
the year
Reverse
acquisition
reserve
Titan
NCI
Shareholders
' equity
€
€
€
€
€
€
€
€
Balance as of january 1
-10,658
-1,870
Shares issuance
- Cancellation of existing shares (ERC N.V.)
-386
-386
- Allotment of new shares (former Titan N.V.)
Share premium contributions
- Conversion share premium to share capital
-1,564
-1,564
Reclassification of incorrectly recognised revaluation reserve (2024)
-4,035
Dividend
-482
-2,829
-3,311
Purchase treasury shares
-2,035
-2,035
Reverse acquisition reserve Titan
Listing service expense (Titan N.V.) IFRS 2
Acquisition of subsidiary (recognition NCI)
Profit appropration 2024
-1,870
Contributions from and to shareholders
-8,975
-2,035
Total result for the year 2025 attributable to shareholders
-6,735
-6,735
Profit/(loss) attributable to NCI
-268
-268
Other comprehensive income / expense
Total comprehensive income / expense for the year
-6,735
-268
-7,003
Balance as of december 31
-8,975
-2,035
-6,735
-88
Issued share
capital
Share
premium
Revaluation
reserve
Other
reserves
Result for
the year
Shareholders'
equity
€
€
€
€
€
€
Balance as of january 1
-7,280
-1,669
Shares issuance
- Issuance of new shares
- debt converted shares
Share premium contributions
- Issuance of new shares
- debt converted shares
Movement for revaluation
-1,080
Dividend
-629
-629
Profit appropration 2023
-1,669
Contributions from and to shareholders
-10,658
Total result for the year
-1,870
-1,870
Other comprehensive income / expense
Total comprehensive income / expense for the year
-1,870
-1,870
Balance as of december 31
-10,658
-1,870
41
Notes to the Consolidated Financial Statements
ER Capital N.V. (the “Company” or “ER Capital”) is a public company with limited liability (naamloze
vennootschap) incorporated under the laws of the Netherlands
its registered office at Westplein 9a, 3016 BM Rotterdam, the Netherlands (Dutch Chamber of
are admitted to listing and trading on Euronext Amsterdam under the trade name ER Capital N.V. and
ticker symbol “ERC”. As an issuer whose securities are admitted to trading on a regulated market in the
Netherlands, the Company qualifies as an organisation of public interest (“organisatie van openbaar
belang”). In these consolidated financial statements, the names “ER Capital” or “the Company” are used
to refer to ER Capital N.V.
At 31 December 2025, the Company’s issued share capital consisted of 21,555,030 shares in ER Capital
N.V., comprising 2,050,154 ordinary shares that were admitted to listing and trading on Euronext
Amsterdam and 15,452,908 ordinary shares that had been issued but were, as at that date, still pending
admission to listing on Euronext Amsterdam (see also the Information Document on the Website of ER
Capital N.V.).
As at the date of publication of these financial statements, these 15,452,908 ordinary
shares have still not been admitted to listing and trading on Euronext Amsterdam.
exploiting, encumbering and, in limited cases, disposing of commercial real estate located in the
On 30 June 2025, a legal demerger of the former privately held ER Capital N.V. became effective. As part
of this transaction, all assets and liabilities of that entity were transferred under universal succession of
title to three subsidiaries of Titan N.V. In connection with the demerger, Titan N.V. effectively acquired
the ER Capital business and settled the consideration through the allotment of new ordinary shares to
the former shareholders of ER Capital N.V. Following completion of the transaction, Titan N.V. changed
trade name ER Capital N.V. with ticker symbol “ERC”. ABN AMRO Bank N.V. (“ABN AMRO”) acts as listing
and paying agent and maintains the shareholder register of the Company.
The consolidated financial statements for the year ended 31 December 2025 were authorized for issue
These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union (IFRS-EU) and with Part 9 of Book 2 of the Dutch
Civil Code (“DCC”). The financial statements are prepared on a going-concern basis and presented in
EUR, and all amounts are rounded to the nearest thousand (€ x 1,000), unless stated otherwise.
The Executive Board has prepared cash flow projections for a period of at least twelve months from
the date of approval of these financial statements. These projections are based on internally approved
budgets and include different scenarios, taking into account contracted rental income, potential
structuring fee income upon the establishment of funds and continued access to financing.
A conservative scenario has also been prepared, which does not assume the realisation of uncommitted
transactions or pipeline activities.
Based on this assessment and taking into account the available mitigating measures, the Executive Board
has a reasonable expectation that the Company will have sufficient liquidity to meet its financial
42
obligations for the relevant period. Accordingly, the financial statements have been prepared on a going
Reverse acquisition
- Accounting acquirer and accounting acquiree
With effect from 30 June 2025, ER Capital N.V. was legally demerged (juridische driehoekssplitsing)
pursuant to Title 7, Book 2 of the Dutch Civil Code. As a result, ER Capital N.V. ceased to exist. Its assets
and liabilities were transferred under universal title to three newly incorporated subsidiaries of Titan
N.V.: ERC Tussenholding I B.V., ERC Tussenholding II B.V. and ERC Vastgoed Holding B.V. In exchange, Titan
N.V. issued shares directly to the former shareholders of ER Capital N.V. Following completion of the
transaction, the former shareholders of ER Capital N.V. obtained control of the combined entity.
Although Titan N.V. is the legal parent and listed entity, the transaction has been accounted for as a
reverse acquisition, whereby ER Capital N.V. is identified as the accounting acquirer and Titan N.V. as the
accounting acquiree.
Management assessed whether Titan N.V. meets the definition of a business in accordance with IFRS 3.
At the acquisition date, Titan N.V. had no employees, no substantive processes and no revenue-
generating activities. Its assets consisted primarily of cash and limited liabilities. Accordingly, it was
concluded that Titan N.V. does not constitute a business and the transaction does not fall within the
scope of IFRS 3.
The transaction has therefore been accounted for as a share-based payment transaction, whereby ER
Capital N.V. is deemed to have issued shares in exchange for the listing status of Titan N.V. The excess of
the fair value of the equity instruments deemed to have been issued over the fair value of the identifiable
net assets acquired has been recognised as a listing expense in profit or loss.
As a result of the reverse acquisition, the consolidated financial statements represent a continuation of
ER Capital N.V. The assets and liabilities of ER Capital N.V. are recognised at their historical carrying
amounts and the retained earnings and other equity balances reflect those of ER Capital N.V. The equity
structure presented reflects the legal capital structure of Titan N.V., including shares issued as part of
the transaction, adjusted to give effect to the reverse acquisition.
Comparative information presented in these consolidated financial statements relates to ER Capital N.V.
for the year ended 31 December 2024. Comparative information of Titan N.V. has not been presented,
as it does not represent the continuing operations of the Group.
Prior to the transaction, Titan N.V. prepared financial statements for a reporting period ending 30
September. Following the reverse acquisition, the reporting period has been aligned to 31 December,
reflecting the fact that the consolidated financial statements represent a continuation of ER Capital N.V.
as the accounting acquirer.
The fair value of the equity instruments deemed to have been issued has been determined based on
2,050,154 shares at a price of €1.01 per share, resulting in a total fair value of €2.1 million. The share
price of €1.01 is based on management’s assessment of fair value at the acquisition date, taking into
account relevant market and transaction-specific considerations, and is considered to represent a
reliable measure of fair value in accordance with IFRS 2.46–2.47 and IFRS 2.49. The fair value of the
identifiable net assets acquired amounted to €0.2 million. The resulting difference of €1.9 million has
been recognized as a listing expense in profit or loss in accordance with IFRS 2.
Pursuant to the exchange ratio applied in the demerger, the former shareholders of ER Capital N.V.
received in aggregate 15,452,908 ordinary shares, 4,051,868 cumulative preference shares and 100 class
M shares in Titan N.V., each with a nominal value of €0.10. This represents approximately 90.5% of the
total issued share capital of Titan N.V. following completion. The pre-existing shareholders of Titan N.V.
retained 2,050,154 shares, representing the remaining 9.5%. Total issued share capital of Titan N.V.
following the demerger amounted to 21,555,030 shares
43
Reporting periods
Prior to the transaction of the legal demerger (30 June 2025), former Titan N.V. applied a financial year
ending on 30 September 2025. Following the transaction, Titan N.V.’s financial year was statutorily
extended to 31 December 2025, resulting in a financial reporting period of 15 months from 1 October
2024 to 31 December 2025 of the accounting acquiree.
For the purposes of the consolidated financial statements for the year ended 31 December 2025, former
Titan N.V.’s results have been included based on this extended reporting period. This approach is
considered appropriate by management, as former Titan N.V. did not represent the continuing business
of the Group prior to the transaction.
Comparative information
The comparative figures presented in these consolidated financial statements for the year ended 31
December 2024 are based on the audited consolidated financial statements of ER Capital N.V. (old).
The historical financial information of former Titan N.V. for the year ended 30 September 2024 has not
been presented as comparative information in the consolidated financial statements, as former Titan
N.V. did not represent the continuing business of the Group prior to the transaction. Titan’s historical
financial information has been used solely for the purpose of determining the accounting consequences
of the transaction, including the business combination disclosures.
In the separate financial statements
of ER Capital N.V., comparative information is presented based on the historical financial statements of
former Titan N.V., being the legal parent entity.
A number of new standards and amendments to standards and interpretations are effective for annual
periods beginning after 1 January 2025. These standards and amendments did not have an impact on
these consolidated financial statements:
-
Amendments to IAS 1, “Presentation of Financial Statements: Classification of Liabilities as
Current or Non-current Liabilities with Covenants”;
-
Amendments to IFRS 16”, ‘Leases: Lease Liability in a Sale and Leaseback”;
-
Amendments to IAS 7, “Statement of Cash Flows” and IFRS 7, “Financial Instruments:
Disclosures: Supplier Finance Arrangements”.
In addition, the Group notes the forthcoming issuance of IFRS 18 Presentation and Disclosure in Financial
Statements (effective 1 January 2027). The standard will primarily affect the structure and presentation
of primary financial statements without changing underlying recognition or measurement principles.
The Group does not expect a material impact from its implementation.
In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure
requirements while still applying the recognition, measurement and presentation requirements in other
IFRS accounting standards. To be eligible at the end of the reporting period, an entity is required to be a
subsidiary as defined in IFRS 10, it cannot have public accountability and has a parent (ultimate or
intermediate) that prepares consolidated financial statements, available for public use, which comply
with IFRS accounting standards. IFRS 19 will become effective for reporting periods beginning on or after
1 January 2027, with early application permitted. As the Group’s equity instruments are publicly traded,
The preparation of the consolidated financial statements involves making judgments, estimates and
assumptions with respect to the recognition and measurements of assets, liabilities, income and
44
expenses. Estimates and judgements will be continually evaluated based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from these estimates and assumptions. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below. For more detailed
information, we refer to the applicable notes.
Significant judgements
Identification of the accounting acquirer
Management applied significant judgement in identifying ER Capital N.V. (old) as the accounting acquirer
for the purposes of these consolidated financial statements.
This assessment is based on the fact that, following the transaction, the former shareholders of ER
Capital N.V. (old) obtained the majority of the voting rights in the listed entity, substantially all activities,
assets and revenues of the combined Group originate from the ER Capital business, and the
management and key decision-making functions of the Group are those of ER Capital N.V.
Based on these factors, management concluded that Titan N.V. qualifies as the accounting acquiree,
notwithstanding the legal form of the transaction.
Classification of Properties as Investment Property or Property, Plant, and Equipment
Management has judged that properties held for long-term rental income or capital appreciation are
classified as investment properties under IAS 40 and measured at fair value.
Determination of asset acquisition or business combinations
A business combination is a transaction or other event in which the Company obtains control of one or
more businesses. The Company applies the purchase method of accounting to such transactions. New
acquisitions in 2025 relates to the following transactions:
Asset acquisition
- Investment property Zeist in ERC Vastgoed IV B.V.
In May 2025, the Group acquired the investment property located at Zeist. Management assessed
whether these transactions met the definition of a business in accordance with IFRS 3
Business
Combinations
.
Based on the nature of the acquired assets, which comprise leased real estate without the transfer of
substantive processes, employees or systems, management concluded that the transaction represents
asset acquisitions rather than business combinations. Accordingly, the acquisition has been accounted
for as asset acquisition.
Asset acquisition
- Investment property Boreelkazerne in Stichting ERC Subfonds I
In October 2025, the Boreelkazerne property was acquired via an asset deal and is held in Stichting ERC
Subfonds I (Boreel). Control arises from ER Capital N.V.’s power over the relevant activities, its exposure
to variable returns through financing arrangements, and its ability to use its power to affect those
returns. Stichting Boreelkazerne operates as a structured entity, established for the sole purpose of
acquiring and holding a single property. No non-controlling interests are recognised as at 31 December
2025, as no external investors have yet participated. Management has judged that this acquisition
qualifies as an asset acquisition and does not constitute a business combination under IFRS 3.
Management applied significant judgement in determining that ER Capital N.V. obtained control over
ER Capital Vastgoed Fondsmanagement B.V. on 24 January 2025. Only 49% of the shares were legally
45
transferred at that date, the remaining 51% interest was prepaid under the share purchase agreement
and decision-making rights were retained by the sellers.
Based on substance over legal form, management concluded that ER Capital N.V. had power over the
relevant activities, exposure to variable returns, and the ability to use its power to affect those returns
in accordance with IFRS 10. Consequently, the acquisition was accounted for as a business combination
and the entity was consolidated from the acquisition date.
Business combination – control over the KCN Group B.V.
Management applied significant judgement in assessing control over ERC KCN B.V. and its wholly-owned
subsidiaries ERC Tower B.V., ERC Life B.V. and Be Sure B.V. Although ER Capital N.V. holds an indirect equity
interest of 32%, management concluded that control was obtained in accordance with IFRS 10.
This conclusion is based on de facto control, as ER Capital N.V. has the power over the relevant activities
that significantly affect the returns of the KCN Group, is exposed to variable returns, and has the ability
to use its power to affect those returns. As a result, the KCN Group is fully consolidated, with non-
Significant estimates
Valuation of investment properties
Fair value is the market value that would be paid by market participants at the measurement date and
adjusted, if necessary, for the differences in the nature, location or condition of the specific asset. Fair
values of investment properties are determined by the Executive Board based on appraisals that are
performed by professional independent certified appraisers who hold recognized professional
qualifications and have experience in the location and category of the investment property being valued.
A full valuation is performed every year and/or in case of a triggering event. The independent appraisers
are instructed to determine the fair value of the property in accordance with the International Valuation
Standards (IVS) and the Dutch Register for Commercial Real Estate Valuers (NRVT) adopting three
valuation methods, the Capitalisation Approach, the Discounted Cash Flow Method and the Comparative
method. These guidelines contain mandatory rules and best practice guidelines for valuers. The
remuneration of the appraisers is based on a fixed fee per property. Appraisals are based on assumptions
that include the estimated rental value of the property in operation, net rental income, future capital
expenditure and the market yield of the property. As a result, the value of the property in operation is
subject to a degree of uncertainty. The actual outcomes may therefore differ from the assumptions. This
may have a positive or negative effect on the value of the property in operation, and consequently on
the result.
Included under the investment property in operation is a highest and best use valuation for the
redevelopment of a commercial office to a residential redevelopment. This valuation includes various
assumptions using the residual value method. The significant assumptions included are the market
yields, estimated construction costs, projected sales as well as risk reductions for risk and profit until
completion must be estimated.
For further details on the valuation of investment properties, reference is made to Note 3.
In accordance with IAS 12 Income Taxes, the Group recognizes deferred tax assets and liabilities based
on temporary differences between the carrying amounts of assets and liabilities in the consolidated
financial statements and their respective tax bases. Deferred tax assets are recognized for deductible
temporary differences, unused tax losses carried forward, and unused tax credits, to the extent that it is
probable that sufficient taxable profits will be available in the future against which these can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences, except where the Group is able
46
to control the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future.
The valuation of deferred tax assets involves significant management judgment and estimation
uncertainty due to the inherent complexities in forecasting future taxable profits. This assessment
requires the Group to evaluate the availability of future taxable income, taking into account projected
taxable profits, deductible expenses, and the time horizon available for the utilization of tax losses
carried forward, in accordance with applicable tax regulations. Key assumptions include expectations
regarding future business performance, market conditions, and the timing of the reversal of temporary
differences. These estimates are based on the Group’s strategic plans, historical financial performance,
and current market insights, but are subject to uncertainties that may impact the recoverability of
deferred tax assets.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
when the asset is realized or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted by the reporting date. Changes in tax legislation, rates, or
interpretations may result in adjustments to the carrying amounts of deferred tax assets and liabilities,
with corresponding impacts recognized in profit or loss or, where applicable, in other comprehensive
income or directly in equity, depending on the underlying transaction.
The Group regularly reviews the carrying amounts of deferred tax assets to ensure their recoverability.
If it becomes probable that sufficient taxable profits will not be available, the carrying amount of
deferred tax assets is reduced, with the adjustment recognized in profit or loss. Conversely, if new
information indicates that additional taxable profits will be available, previously unrecognized deferred
tax assets may be recognized to the extent that recoverability is deemed probable. The assumptions and
estimates underpinning these valuations are disclosed in further detail in Note 11 and Note 16 to the
consolidated financial statements, including sensitivities to key inputs and potential impacts of changes
Leases
- Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in leases where it is the lessee, therefore,
it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that
the Group would have to pay to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR, therefore, reflects what
the Group ‘would have to pay’, which requires estimation
when no observable rates are available (such as for subsidiaries that do not enter into financing
transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for
example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using
observable inputs (such as market interest rates) when available and is required to make certain entity-
Group relationships
The consolidated financial statements encompass the financial data of ER Capital N.V. and its group
companies as at 31 December 2025. Group companies are defined as legal entities and undertakings
over which ER Capital N.V. exercises control, in accordance with the principles outlined in IFRS 10 -
Consolidated Financial Statements.
Group companies are fully consolidated from the date on which control is acquired and are
deconsolidated upon the date that such control ceases. The line items within the consolidated financial
statements are determined based on uniform accounting policies applied consistently across the group.
Intra-group transactions and resulting profits and losses are eliminated in their entirety to ensure the
integrity of the consolidated figures. ER Capital N.V. is the ultimate parent company of the Group. The
ultimate shareholder of ER Capital N.V. is Overhill B.V., incorporated in the Netherlands.
47
The consolidation incorporates the financial information of ER Capital N.V. and the following group
companies:
Name, statutory registered office | Share in issued capital | Included in |
% | consolidation | |
ERC Vastgoed I B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed II B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed III B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed IV B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed V B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed VI B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed VII B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed VIII B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed IX B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed X B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed XI B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed XII B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed XIII B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed XIV B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed XV B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Investments B.V. | 100.00 | Yes |
Rotterdam | ||
ER Services en Administraties B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Support B.V. | 100.00 | Yes |
Rotterdam | ||
ER Capital Finance N.V. | 100.00 | Yes |
Rotterdam | ||
ERC Capital Corporate Finance B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Capital Vastgoed Management Beheer B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Vastgoed Holding B.V. | 100.00 | Yes |
Rotterdam | ||
ERC Tussenholding I B.V. | 100.00 | Yes |
Rotterdam |
48
ERC Tussenholding II B.V. | 100.00 | Yes |
Rotterdam | ||
ER Capital CDC & Fondsmanagement B.V. | 100.00 | Yes |
Rotterdam | ||
ERC CDC Management B.V. | 100.00 | Yes |
Rotterdam | ||
ER Capital Vastgoed Fondsmanagement B.V. | 49.00 | Yes |
Rotterdam | ||
Stichting ERC Subfonds I (Boreel) | 100.00 | Yes |
Rotterdam | ||
ERC KCN B.V. | 32.00 | Yes |
Rotterdam | ||
ERC Tower B.V. | 32.00 | Yes |
Rotterdam | ||
ERC Life B.V. | 32. 00 | Yes |
Rotterdam | ||
Be Sure B.V. | 32.00 | Yes |
Rotterdam |
ER Capital Vastgoed Fondsmanagement B.V.
On 24 January 2025, the Group obtained control over Van Boom & Slettenhaar Fondsmanagement B.V.
(subsequently renamed ER Capital Vastgoed Fondsmanagement B.V.) through the acquisition of 49% of
the issued share capital. The remaining 51% interest has been prepaid under the share purchase
agreement but had not yet been legally transferred as at the reporting date. Although ER Capital N.V.’s
legal ownership interest is below 50% as at 31 December 2025, ER Capital N.V. has control over ER Capital
Vastgoed Fondsmanagement B.V. in accordance with IFRS 10. Control is assessed based on substance
over form and arises from the fact that ER Capital N.V. has the power over the relevant activities that
significantly affect the returns of the entity, is exposed to variable returns, and has the ability to use its
power to affect those returns. Accordingly, ERC Vastgoed Fondsmanagement B.V. is classified as a
subsidiary and is fully consolidated in the consolidated financial statements of ER Capital N.V. as at 31
December 2025. No non-controlling interests are recognised, as no external parties hold substantive
rights to the results or net assets of the entity at the reporting date. As per 31 December 2025, ER Capital
N.V. has no control over the existing funds (B&S Vastgoed XVIII C.V.), managed by ER Capital Vastgoed
Fondsmanagement B.V.
Stichting ERC Subfonds I (Boreel)
In October 2025, the Boreelkazerne property was acquired via an asset deal and is held in Stichting ERC
Subfonds I (Boreel). As at 31 December 2025, ER Capital N.V. (indirectly) has control over the relevant
activities of the structure and bears substantially all risks and rewards. Stichting ERC Subfonds I (Boreel)
is therefore fully consolidated in the ER Capital N.V. Group financial statements as from the acquisition
date. No non-controlling interests are recognised as at 31 December 2025, as no external investors have
yet participated.
ERC KCN B.V.
In December 2025, ER Capital N.V. obtained control over ERC KCN B.V. and its wholly-owned subsidiaries
ERC Tower B.V., ERC Life B.V. and Be Sure B.V. (together referred to as the KCN Group). ER Capital N.V.
holds an indirect equity interest of 32% in ERC KCN B.V. through ERC Investments B.V., a wholly-owned
subsidiary of ER Capital N.V., while the remaining equity interests are held by investors outside the ER
Capital N.V. Group.
49
Although ER Capital N.V. does not hold a majority of the voting rights, management has concluded that
ER Capital N.V. has control over ERC KCN B.V. in accordance with IFRS 10. This assessment is based on
substance over form and considers that ER Capital N.V. has the power over the relevant activities that
significantly affect the returns of the entity, is exposed to variable returns, and has the ability to use its
power to affect those returns.
Accordingly, ERC KCN B.V. is classified as a subsidiary and is fully consolidated in the consolidated financial
statements of ER Capital N.V. as at 31 December 2025. Non-controlling interests are recognised for the
equity interests held by investors outside the ER Capital N.V. Group (68%).
ERC Tower B.V.
ERC Tower B.V. is a wholly-owned subsidiary of ERC KCN B.V. ERC Tower B.V. holds real estate assets that
form part of the KCN investment structure. As ERC KCN B.V. is controlled by ER Capital N.V., ERC Tower
B.V. is included in the scope of consolidation of ER Capital N.V. and is fully consolidated in the
consolidated financial statements as at 31 December 2025. Any non-controlling interests presented in
the consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly attributable
to ERC Life B.V.
ERC Life B.V.
ERC Life B.V. is a wholly-owned subsidiary of ERC KCN B.V. ERC Life B.V. forms part of the KCN subgroup
and holds real estate-related activities within that structure. ERC Life B.V. is included in the scope of
consolidation of ER Capital N.V. through ERC KCN B.V. and is fully consolidated in the consolidated
financial statements of ER Capital N.V. as at 31 December 2025. Any non-controlling interests
presented in the consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly
attributable to ERC Life B.V.
Be Sure B.V.
Be Sure B.V. is a wholly-owned subsidiary of ERC KCN B.V. Be Sure B.V. is therefore included in the scope
of consolidation of ER Capital N.V. through ERC KCN B.V. and is fully consolidated in the consolidated
financial statements as at 31 December 2025. Any non-controlling interests presented in the
consolidated financial statements arise at the level of ERC KCN B.V. and are indirectly attributable to
The material accounting policies adopted in the preparation of the consolidated financial statements are
set out below. The policies have been consistently applied to all the years presented, unless otherwise
stated.
The consolidated financial statements incorporate the financial information of the Company, ER Capital
N.V., and its subsidiaries, being entities over which the Company exercises control. Control is deemed to
exist when the Company:
-
Holds power over the investee;
-
Is exposed, or has rights, to variable returns from its involvement with the investee; and
-
Has the ability to use its power to affect those returns.
Consolidation of a subsidiary commences when the Company obtains control and ceases when the
Company loses control of the subsidiary. The results of subsidiaries acquired or disposed of during the
year are included in the consolidated profit or loss from the date on which control is obtained until the
50
date on which control is lost. Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into alignment with those adopted by the Group, as
required by IFRS 10 - Consolidated Financial Statements. All intra-group balances, transactions, income,
expenses, and cash flows between entities within the Group are eliminated in full upon consolidation.
The Group had no non-controlling interests as of 31 December 2024. Non-controlling interests arose
ER Capital Vastgoed Fondsmanagement B.V.
Acquisition
On 24 January 2025, the Group obtained control over Van Boom & Slettenhaar Fondsmanagement B.V.
(subsequently renamed ER Capital Vastgoed Fondsmanagement B.V.) through the acquisition of 49% of
the issued share capital. The remaining 51% interest has been prepaid under the share purchase
agreement but had not yet been legally transferred as at the reporting date, as this interest includes
other settlements still pending, notably the transfer of B&S Vastgoed XVIII C.V.
The transaction has been accounted for as a business combination in accordance with IFRS 3 Business
Combinations, as the Group obtained control over the acquiree on the acquisition date.
Goodwill of €300,000 has been recognised as a result of the acquisition. The goodwill represents the
excess of the consideration transferred over the fair value of the identifiable net assets acquired.
The
goodwill relates to two management invoices that, in substance, formed part of the consideration
transferred for the acquisition. Under current Dutch tax legislation, none of the goodwill recognised is
Consideration transferred
The total consideration agreed for 100% of the shares amounts to €137,500, of which €67,375 relates
to the acquired 49% interest. The remaining consideration relating to the 51% interest has been paid in
advance but will be recognised upon legal completion of the second tranche.
Identifiable assets and liabilities
The identifiable assets acquired and liabilities assumed have been recognised at their fair values at the
acquisition date. As the business combination is not material to the Group, no further disaggregation of
the acquisition-date balance sheet is presented.
Contribution to the Group’s results
As the acquisition occurred in January 2025 and is not material to the Group, the contribution of ER
Capital Vastgoed Fondsmanagement B.V. to the Group’s revenue and profit for 2025 was not material.
Accordingly, no additional pro-forma information has been presented.
KCN Group
Acquisition
In December 2025, ER Capital N.V., together with three other shareholders, acquired ERC KCN B.V. and
its wholly-owned subsidiaries ERC Tower B.V., ERC Life B.V. and Be Sure B.V. (together referred to as the
KCN Group). ER Capital N.V. obtained control over the KCN Group as part of this transaction.
The acquisition has been accounted for as a business combination using the acquisition method in
accordance with IFRS 3, and the KCN Group has been fully consolidated from the acquisition date.
51
ER Capital N.V. holds an indirect equity interest of 32% in ERC KCN B.V. through ERC Investments B.V., a
wholly-owned subsidiary of ER Capital N.V. Although ER Capital N.V. does not hold a majority of the voting
rights, management concluded that control was obtained in accordance with IFRS 10, based on
substance over form. The remaining 68% equity interest is held by investors outside the ER Capital N.V.
Group.
Consideration transferred
The consideration transferred for the acquisition of the KCN Group amounted to EUR 784,568,
representing the cash consideration paid by ERC Investments B.V. for its 32% equity interest in ERC KCN
B.V.
Identifiable assets acquired and liabilities assumed
At the acquisition date, the identifiable assets acquired and liabilities assumed were recognised at fair
value. The fair value of the net identifiable assets of the KCN Group amounted to EUR 2,049,821,
primarily resulting from:
Fair value uplift on investment property of EUR 1,300,000;
Recognition of related deferred tax liabilities amounting to EUR 335,400;
Recognition of an additional deferred tax liability (from 12.9% to 25.8%) of EUR 1,366,553
related to retained tax differences.
Goodwill of EUR 128,625 was recognised on acquisition of control over the KCN Group. Goodwill
represents the excess of the aggregate of (i) the consideration transferred and (ii) the fair value of the
non-controlling interests over the fair value of the identifiable net assets acquired at the acquisition
date.
The Group elected to measure non-controlling interests at their proportionate share of the acquiree’s
identifiable net assets at the acquisition date (proportionate method). As a result, goodwill recognised
relates only to the controlling interest. Goodwill mainly relates to expected future economic benefits
arising from the acquisition, including anticipated synergies and the assembled workforce, which do
not qualify for separate recognition. Under current Dutch tax legislation, none of the goodwill
Non-controlling interests
Non-controlling interests represent the 68% equity interest in the KCN Group held by investors outside
the ER Capital N.V. Group. The Group elected to measure the non-controlling interests at their
proportionate share of the acquiree’s identifiable net assets at the acquisition date. Accordingly, the
non-controlling interests were recognised at EUR 1,393,878, representing 68% of the fair value of the
identifiable net assets of EUR 2,049,821. Non-controlling interests are presented within equity in the
consolidated statement of financial position.
Pro-forma information
Since the acquisition date on 30 November 2025, the KCN Group contributed revenue of EUR 152,611
and a net loss of EUR 393,479 to the Group’s consolidated results.
The net loss primarily reflects the net
effect of the fair value adjustments recognised at acquisition and the related increase in the deferred
tax liability.
If the acquisition had occurred on 1 January 2025, management estimates that the consolidated
revenue for the year ended 31 December 2025 would have amounted to EUR 1,685,207 and
52
consolidated profit after tax to EUR 2,001,905, including the impact of the fair value remeasurement of
the investment properties recognised at the acquisition date.
These pro-forma amounts have been prepared for illustrative purposes only and are based on the
historical financial information of the KCN Group, adjusted to align with the Group’s accounting policies
and to reflect the fair value adjustments recognised at the acquisition date in accordance with IFRS 3.
Reverse listing
Reverse acquisitions are accounted for in accordance with IFRS 3. Where the entity identified as the
accounting acquiree does not meet the definition of a business, the transaction is accounted for as a
share-based payment transaction under IFRS 2. In such cases, the accounting acquirer is deemed to
have issued equity instruments, and any excess of the fair value of those instruments over the fair value
of the identifiable net assets acquired is recognised in profit or loss.
Rental income
Rental income from investment properties leased out under operating leases is recognized in the income
statement on a straight-line basis over the term of the lease. Lease incentives are recognized as a
reduction of the rental income and are straight-lined over the minimum term of the lease. Rent
adjustments due to indexation are recognized as they arise. Rental income does not include value added
tax or amounts charged to tenants in respect of service and operating costs. Variable rental income, such
as turnover related rent or income from specialty leasing is recognized in the income statement in the
period to which it relates, if it can be estimated reliably. Revenue received from tenants for early
termination of leases is directly recognized in the income statement in the period to which the revenues
relate.
The result on fair value adjustments of investment properties consists of the realised and unrealised
gains and losses from fair value adjustments.
The realised fair value adjustments are the differences between the sales proceeds net of selling
Service charges
In case of service contracts with third parties, services charges are recovered from tenants. Service
charges in respect of vacant property are expensed. These mainly relate to gas, water, electricity,
cleaning, and security.
Employee benefits are recognised in profit or loss in the period in which the employees render the
related service, in accordance with the terms of employment. Short-term employee benefits are
expensed as the related service is provided. A liability is recognized for the amount expected to be paid
if the Group has a present legal or constructive obligation to pay this amount as a result of past service
Interest comprises the total of interest attributable to the accounting period on loans, other debts,
accounts receivable and cash and bank balances are split between interest received and interest paid.
53
Interest income & charges is recognized in the income statement as it accrues. The effective interest
method is a method of calculating the amortized cost of a financial asset or financial liability and of
allocating the interest income or interest expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments or receipts throughout the expected life
of the financial instrument, to the fair value of the financial asset or financial liability as at the recognition
of the instrument. Interest attributable to the acquisition or construction of an asset that takes a
substantial period of time to complete, is capitalized as part of the cost of the respective assets, starting
The income tax expense or credit for the period is the tax payable on the current period’s taxable income,
based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused tax losses carried forward. No taxes
are deducted from profits if and to the extent that it is possible to offset these profits against losses
incurred in previous years. The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the reporting date in the countries where the Company and its
subsidiaries operate and generate taxable income.
Taxes are deducted from losses if it is possible to offset them against profits made in previous years and
this results in a tax refund. Taxes are also deducted if it can be reasonably assumed that losses can be
offset against future profits. The taxes are calculated on the results, taking into account tax facilities.
ER Capital N.V. and some of its group companies form part of a corporate income tax unity. ER Capital
N.V. heads this corporate income tax unity. The companies within the tax unit are jointly and severally
liable for the tax unity as a whole. Subsidiaries are not granted (or denied) any benefits which they would
not have (or would have) enjoyed as independent taxpayers. This means that the acute expense and any
deferred tax positions (off settable loss) are recognised in the current account with the parent company.
Within the tax unity, deferred tax positions relating to temporary differences in the valuation of assets
and labilities for tax purposes are included in the deferred tax position of the particular entity itself and
therefore, included in the consolidation. In respect of the tax matters within the tax unity, the parent
company settles with the subsidiary as if it were independently liable for tax.
Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation and considers whether it is probable that a tax
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company,
excluding any costs of servicing equity other than ordinary shares by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
consider:
-
The after-income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares; and
-
The weighted average number of additional ordinary shares that would have been outstanding
54
Investment property is property held to earn rental income and/or for capital appreciation. Investment
property is initially measured at cost, including directly attributable transaction costs. Transaction costs
include legal fees, broker fees, property transfer tax and other costs that are directly attributable to the
acquisition of the property. Subsequently, investment property is measured at fair value, with changes
in fair value recognized in profit or loss.
Profits or losses on the sale of an investment property are recognised in the period in which the sale
occurs as the difference between the net sales proceeds and the fair value at the moment of sale. If an
investment property is sold, the cumulative positive revaluation, if any, is transferred from the
revaluation reserve to retained earnings. Investment property is derecognised when it has been sold
and control has been transferred. If the use of a property becomes owner occupied and a reclassification
as a tangible fixed asset is required, the fair value at the date of reclassification becomes the cost price
for administrative processing purposes.
The Group’s asset portfolio primarily comprises investment properties. Due to the absence of official
quotations or listings for these properties, their market value is determined through a fair value
valuation. This valuation represents a time- and location-specific estimate, reflecting the price at which
two independent, well-informed parties would transact for the specific property under normal market
conditions on the valuation date. The fair value is definitively established only upon the actual sale of
the property, as market conditions and transaction-specific factors may influence the final transaction
price.
At the reporting date, the fair value of investment properties is determined by independent external
valuers, Cushman & Wakefield and Envalue, who leverage their extensive market knowledge and
professional expertise. The valuation is performed using the market rent capitalization model and
discounted cash flow method, which incorporates key inputs such as current and projected rental
income, anticipated vacancy rates, rent indexations, turnover rents, lease incentives, and other lease-
related factors. The yields and market rents applied in the valuation are tailored to the specific
characteristics of each property, including its location, type, maintenance condition, and overall
lettability, ensuring a robust and property-specific valuation.
The selection of applicable yields is informed by comparable market transactions, property-specific
insights, and the professional judgment of the valuers. In cases where transactional evidence is limited,
the valuers’ expertise plays a critical role in determining appropriate assumptions. Explicit assumptions
are made for each lettable unit and tenant, including projections for (re)letting periods, the
commencement of new leases, and associated costs. Adjustments are incorporated to account for
expected vacancy costs (both current and future) and any discrepancies between market rents and
Intangible assets are initially recognized at historical cost. Subsequent to initial recognition, intangible
assets are measured at cost less accumulated amortization and any accumulated impairment losses,
with the exception of concessions and property rights, which are valued at fair value as determined by
external valuation. An impairment loss is recognized when the carrying amount of an intangible asset,
or the cash-generating unit to which it belongs, exceeds its recoverable amount, as assessed in
compliance with IAS 36 - Impairment of Assets.
The concession the group has acquired (fuel station contract) has an indefinite life and is tested annually
55
Property, plant and equipment is recognized at historical cost or production cost, including all directly
attributable costs, and are subsequently measured at cost less accumulated depreciation and any
accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated
useful life of the assets, taking into account any residual value. Impairment losses are recognized when
the carrying amount of an asset exceeds its recoverable amount.
Depreciation is determined based on the estimated useful life of the asset, applied as a fixed percentage
of cost, with adjustments for any residual value. Depreciation commences from the date the asset is
available for use. The estimated useful life is as follows:
- |
Vehicles: 3 years; |
- |
Furniture and fixtures: 4 years. |
Financial assets and liabilities - recognition
ER Capital N.V. initially recognizes financial assets and financial liabilities at the transaction date. The
Company no longer recognizes a financial asset in the balance sheet if the contractual rights to the cash
flows from the asset expire, or if the Company transfers the contractual rights to receive cash flows from
the financial asset through a transaction in which substantially all the risks and benefits related to the
ownership of the asset are transferred, or if the Company neither transfers or retains the risks and
benefits related to ownership of the asset, nor has control over the transferred asset. If the Company
retains or creates an interest in the transferred financial assets, the interest is recognized as a separate
asset or liability. ER Capital N.V. no longer recognizes a financial liability in the balance sheet if the
contractual obligations are waived or cancelled or have expired. Financial assets and liabilities are only
offset and the resulting net amount is only presented in the balance sheet if the Company has a legally
enforceable right to offset and if it intends to offset on a net basis or to realize the asset and the liability
simultaneously.
The Group classifies its financial assets in those to be measured subsequently at fair value and those to
be measured at amortized cost. The classification depends on the business model for managing the
financial assets and the contractual terms of the cash flows.
Financial assets are not reclassified after their initial recognition unless the Group changes its business
model for managing financial assets. Financial assets are recognized when the Group becomes a party
to the contractual provisions of the instrument. Financial assets are derecognized when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership. A financial asset is initially measured at
fair value plus, in case of assets not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss.
Subsequent measurement of financial assets depends on the business model for managing the asset
and the cash flows characteristics of the asset. There are three measurement categories into which the
Group classifies its financial assets:
• Amortized cost is applied for financial assets held within a business model whose objective is to hold
the assets to collect contractual cash flows and the contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding.
56
• Fair value through other comprehensive income is applied for equity investments that are not held for
trading or debt investments held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
• Assets that do not meet the criteria for amortized costs or fair value through other comprehensive
income are measured at fair value through profit or loss.
Financial assets are subsequently measured at amortized costs using the effective interest method,
reduced by impairment losses. Interest income and impairments are recognized in profit or loss. Any
gain or loss on derecognition is recognized in profit or loss. Net gains and losses of financial assets at fair
value through profit or loss are recognized in profit or loss unless item is designated as hedging
A financial liability is initially measured at fair value plus, in case of liabilities not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition or issue. Financial
liabilities are subsequently measured at amortized cost or fair value through profit or loss.
A financial liability is classified as at fair value through profit or loss if it is classified as held-for-trading,
it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through
profit or loss are measured at fair value and net gains and losses are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest
method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is also
recognized in profit or loss. A financial liability is derecognized when the obligation under the liability is
The Group applies the IFRS 9 simplified approach in measuring expected credit losses for trade
receivables, using a lifetime expected credit loss allowance. Expected credit losses are estimated based
on historical credit loss experience, adjusted for current conditions and forward-looking information
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the
carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases
used in the computation of taxable profit. Deferred tax is accounted for using the liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, associates and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in
the foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are recognised only to the extent that it is probable that sufficient
taxable profits will be available against which the benefits of the temporary differences can be utilised
and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
57
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled or the asset is realised, based on tax laws and rates that have been enacted or substantively
enacted at the reporting date. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Company expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets
and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities, and when they relate to income taxes levied by the same taxation authority and
the Company intends to settle its current tax assets and liabilities on a net basis.
For the purposes of measuring deferred tax liabilities and deferred tax assets related to investment
properties that are measured using the fair value model, the carrying amounts of such properties are
presumed to be recovered entirely through sale, unless this presumption is rebutted. The presumption
is rebutted when the investment property is depreciable and held within a business model whose
objective is to consume substantially all of the economic benefits embodied in the investment property
over time, rather than through sale. Management has reviewed the Company’s investment property
portfolio and concluded that none of the Company’s investment properties are held under a business
model whose objective is to consume substantially all of the economic benefits embodied in the
investment properties over time. Therefore, the Executive Board have determined that the ‘sale’
presumption set out in the amendments to IAS 12 is not rebutted.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case the current and deferred
The Group concludes leases for its property as a lessor. Lease contracts in which the Group is a lessor
are classified as financial or operational leases. When the conditions of the lease indicate that virtually
all risks and benefits of ownership are transferred to the lessee, the contract is classified as a financial
lease. All other lease contracts are classified as operational leases. The Group lets its property in the
form of operational leases. The Group manages these risks by entering into long-term lease agreements
with creditworthy tenants, performing regular credit assessments, and maintaining its properties to
preserve value. Where appropriate, the Group diversifies its tenant portfolio and uses security deposits
or bank guarantees to mitigate risks.
Rental income from operational leases is recognized straight-lined over the duration of the relevant
lease. Such income is classified as revenue in the income statement. Initial direct costs incurred in the
acquisition of the operational lease are added to the book value of the leased assets and recognized
straight-lined over the lease term as a charge. Rent-free periods, lease discounts and other lease
incentives are recognized as an integral part of total gross rental income. In determining the fair value
of the investment property, capitalized lease incentives and lease commissions are adjusted to the fair
value of the investment properties, to avoid double-counting.
If a contract contains both lease and non-lease components, the Group applies IFRS 15 to allocate the
fee based on the contract to each component.
The Group as lessee
The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months
or less) and leases of low value assets (such as tablets and personal computers, small items of office
furniture and telephones). For these leases, the Group recognises the lease payments as an operating
58
expense on a straight-line basis over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the group uses its incremental borrowing rate.
The incremental borrowing rate depends on the term, currency and start date of the lease and is
determined based on a series of inputs including: the risk-free rate based on government bond rates; a
country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific
adjustment when the risk profile of the entity that enters into the lease is different to that of the group
and the lease does not benefit from a guarantee from the Group. Lease payments included in the
measurement of the lease liability comprise:
• fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payments that depend on an index or rate, initially measured using the index or rate at
the commencement date
• the amount expected to be payable by the lessee under residual value guarantees
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the
lease liability (using the effective interest method) and by reducing the carrying amount to reflect the
lease payments made. The group remeasures the lease liability (and makes a corresponding adjustment
to the related right-of-use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a
change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured
by discounting the revised lease payments using a revised discount rate
• the lease payments change due to changes in an index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised
lease payments using an unchanged discount rate (unless the lease payments change is due to a change
in a floating interest rate, in which case a revised discount rate is used)
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in
which case the lease liability is remeasured based on the lease term of the modified lease by discounting
Trade receivables are initially recognized at the transaction price, unless they contain a significant
financing component, in which case they are initially measured at fair value. Subsequently, trade
receivables are measured at amortized cost less any impairment losses. Trade receivables are classified
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known
59
Own shares (treasury shares) purchased by the Company are deducted from equity at cost. Any gain or
loss arising on the purchase, sale, issue, or cancellation of treasury shares is recognized directly in equity
and not in profit or loss. Costs directly attributable to the issue or sale of new shares are recognized in
equity, net of any related tax effects.
Movements in equity are disclosed in the statement of changes in equity, including profit appropriation,
share issues, and dividends declared. Revaluation reserves reflect increases in the carrying amount of
assets measured at fair value or under the revaluation model, net of deferred tax. Upon disposal of the
Provisions are recognised when the Company has a present (legal or constructive) obligation as a result
of a past event, it is probable that an outflow of resources will be required to settle the obligation, and
a reliable estimate can be made. Provisions are measured at the best estimate of the expenditure
required to settle the obligation at the reporting date, discounted to present value where the effect is
material. Reimbursements expected from third parties are recognised as a separate asset when it is
virtually certain that reimbursement will be received. No material provisions are expected to be settled
On initial recognition, borrowings are recognised at fair value, including transaction costs that are
directly attributable to the acquisition or issue of the debts, unless they are designated at fair value
through profit or loss (FVTPL). After initial recognition, borrowings are measured at amortised cost using
the effective interest method. The amortised cost is calculated as the amount received, adjusted for
premiums or discounts and minus transaction costs, and subsequently adjusted for the cumulative
amortisation of the premium or discount and any repayments of principal. The difference between the
amortised cost and the maturity amount is accounted for as interest expense in the profit or loss account
using the effective interest rate over the estimated term of the borrowings. The effective interest rate is
revised if there are significant changes in estimated future cash flows (e.g., due to refinancing or
Trade and other payables, excluding taxes and deferred income, are at initial recognition measured at
fair value plus any directly attributable transaction costs. After initial recognition, these financial
The Group reports cash flows from operating activities using the indirect method. Interest paid, interest
received and income taxes paid are presented separately within operating cash flows. The Group
discloses a reconciliation of movements in liabilities arising from financing activities in accordance with
The financial statements have been prepared on a going concern basis. The Executive Board has
assessed the Company’s ability to continue as a going concern for a period of at least twelve months
60
The Company, ER Capital N.V., is exposed to financial risks arising from its investment activities, including
credit risk, liquidity risk, and market risk, which are managed through a risk management framework
overseen by the Executive Board. The Company does not utilize financial derivatives to hedge these risks.
On the balance sheet date, financial instruments if applicable are reviewed to see whether or not an
objective indication exists for the impairment of a financial asset or a group of financial assets.
Certain assets and liabilities within the Group’s financial statements, notably investment properties, are
measured at fair value or require fair value disclosures. Refer to note on Investment Property for further
details on fair value measurement of investment properties Fair value measurements are determined
using market-observable inputs to the greatest extent possible, categorized within the fair value
hierarchy as follows:
Level 1
: Quoted prices in active markets for identical assets or liabilities (unadjusted);
Level 2
: Observable inputs other than Level 1 prices, either directly or indirectly;
Level 3
: Unobservable inputs when market data is unavailable.
The classification of an item is based on the lowest level input that significantly affects the fair value
Classification of financial assets and liabilities
Financial assets and liabilities that are recognized on the statement of financial position are classified in
the following table:
Carrying value |
Fair value |
||||||
31 |
31 |
31 |
31 |
||||
| Financial assets |
IFRS |
Level |
Note |
December |
December |
December |
December |
Category |
2025 |
2024 |
2025 |
2024 |
|||
Non-current financial |
Fair value |
||||||
assets |
through |
1 |
10 |
- |
2,662 |
- |
2,662 |
P&L |
|||||||
Non-current |
|||||||
receivables and |
Amortized |
3 |
10 |
472 |
357 |
472 |
357 |
| other non-current |
cost |
||||||
| assets |
|||||||
Current receivables |
|||||||
and other |
Amortized |
3 |
12 |
1,027 |
625 |
1,027 |
625 |
receivables |
cost |
||||||
Cash and cash |
Amortized |
||||||
| equivalents |
cost |
1 |
13 |
1,711 |
1,828 |
1,711 |
1,828 |
Total financial assets |
3,210 |
5,472 |
3,210 |
5,472 |
|||
61
Carrying value |
Fair value |
||||||
| IFRS |
31 |
31 |
31 |
31 |
|||
| Financial liabilities |
Category |
Level |
Note |
December |
December |
December |
December |
2025 |
2024 |
2025 |
2024 |
||||
Financial debts |
Amortized |
2 |
15 |
79,432 |
47,001 |
76,540 |
44,753 |
| (interest bearing) |
cost |
||||||
| Lease liabilities |
Amortized |
2 |
19 |
427 |
486 |
427 |
486 |
cost |
|||||||
Other non-current |
Amortized |
2 |
18 |
1,240 |
871 |
1,240 |
871 |
| liabilities |
cost |
||||||
Debts to suppliers |
Amortized |
2 |
- |
856 |
243 |
243 |
243 |
| and trade credits |
cost |
||||||
Other current |
Amortized |
2 |
21 |
1,898 |
1,429 |
1,898 |
1,429 |
| liabilities |
cost |
||||||
Total financial liabilities |
83,853 |
50,030 |
80,348 |
47,782 |
|||
The fair value of the financial liabilities is measured using the discounted cash flow method using the
discount rates in the range between 6,0% - 8,0%.
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the Company’s receivables. The Company’s
credit risk mainly relates to its accounts/lease receivables and the cash and cash equivalents that are
placed with several banks.
The Company manages the exposure on its cash and cash equivalents placed with banks by only working
with reputable banks that have proven in the past to be financially stable, have appropriate licenses to
operate and are under the supervision of regulatory authorities. The credit risk arising from
accounts/lease receivables is limited by carefully screening potential tenants in advance. Security is also
required from tenants in the form of guaranteed deposits or bank guarantees and rents are paid in
advance. As the Company has measures in place that reduce the credit risk exposure to a sufficiently
low level, it has not insured its receivables. Instead, in the event of (expected) collectability issues or
defaults, this is reflected in the lifetime expected credit losses that are recognized on the relevant
receivables to cover the potential loss. Loss rates are determined based on expectations on economic
downturn and review of the tenant portfolio as at the balance sheet date.
The maturity of (gross) receivables was as follows:
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Up to 1 month expired |
53 |
101 |
From 1 to 3 months expired |
- 17 |
23 |
From 3 months to 1 year expired |
67 |
3 9 |
More than 1 year expired |
62 |
36 |
Gross debtors |
166 |
198 |
62
Credit risk is managed through requiring deposits, conducting credit assessments of tenants, and
monitoring overdue receivables with a follow-up policy.
Movement in the provision for impairment of doubtful debts was as follows:
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Balance as per 1 January |
43 |
0 |
Addition to / release of provision |
100 |
43 |
Write - off bad debts |
0 |
0 |
Balance as per 31 December |
143 |
43 |
Impairment losses recognised at 31 December 2025 were related to tenants who indicated that they
would not be able to pay outstanding balances due to economic circumstances.
ER Capital N.V. applies the IFRS 9 simplified approach to measure expected credit losses which uses a
lifetime expected loss allowance for all trade receivables. To measure the expected credit losses. Trade
receivables have been grouped based on days past due date and adjusted if deemed needed with
forward looking information.
The Group mitigates its credit risk by obtaining collateral from tenants, primarily in the form of bank
guarantees and security deposits. These instruments are customary in the Dutch real estate market and
reduce the Group’s exposure to credit losses on rental receivables. Although credit losses on receivables
may still occur, the collateral held limits the Group’s potential loss in the event of tenant default. During
the reporting period, no significant changes occurred in the nature or quality of the collateral held.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk at the reporting date, without taking into account any
collateral held or other credit enhancements, is represented by the carrying amounts of the financial
The Company is exposed to liquidity risk, defined as the risk of encountering difficulty in meeting
obligations associated with its financial liabilities settled by delivering cash or other financial assets. The
Company’s objective is to ensure sufficient liquidity to meet liabilities under both normal and stressed
conditions, without incurring unacceptable losses or reputational damage. Liquidity is maintained
through a solid position supported by stable rental income annually and cash flow management, with
capital resources primarily derived from operational cash flows and supplemented by strategic financing
arrangements. Ultimate responsibility for liquidity risk management rests with the Executive Board,
which has implemented a practical liquidity risk management procedure, including borrowing facilities
and monitoring of forecast and actual cash flows. In 2023 and onwards, the Company secured additional
funding through debt and equity financing to support investments, with loan facilities structured for cost
efficiency and flexibility, and refinancing initiatives undertaken to optimize interest expenses and
maturity profiles.
The following maturity analyses detail the remaining undiscounted cash flows under its non-derivative
financial liabilities (the Company currently does not have derivative financial liabilities), classified by their
maturity, being the earliest date on which the Company can be required to settle the liability. These
analyses include both interest and principal cash flows.
63
202 5 | Contractual undiscounted cash flow | ||||
Book value | Total | < 1 year | > 1 year < 5 years | > 5 years | |
Interest bearing loans | 79, 4 32 | 100, 415 | 11,3 18 | 57, 918 | 31, 225 |
Other loans and lease | |||||
liabilities | 3,565 | 3,565 | 3,565 | - | - |
Creditors and other | |||||
payables | 856 | 856 | 856 | - | - |
Total | 8 3 , 8 53 | 104,83 6 | 15,73 9 | 57,918 | 31,225 |
202 4 | Contractual undiscounted cash flow | ||||
Book value | Total | < 1 year | > 1 year < 5 years | > 5 years | |
Interest bearing loans | 47,001 | 58,200 | 4,016 | 33,644 | 20,540 |
Other loans and lease | |||||
liabilities | 2,786 | 2,786 | 2,786 | - | - |
Creditors and other | |||||
payables | 243 | 243 | 243 | - | - |
Total | 50,030 | 61,229 | 7,045 | 33,644 | 20,540 |
The Company has limited exposure to market risk, defined as the risk that changes in market prices, such
as interest rates and equity prices, will affect the Company’s income or the value of its financial
instruments. The objective of market risk management is to manage and control these exposures within
acceptable parameters while optimizing returns. The Company operates exclusively in the Netherlands,
eliminating exposure to foreign currency risk. Interest rate risk, the risk that the fair value or future cash
flows of a financial instrument will fluctuate due to changes in market interest rates, arises primarily
from the Company’s long-term borrowings. The Company manages this risk by agreeing all borrowings
at fixed interest rates, mitigating the risk to future cash flows. However, this exposes the Company to fair
value fluctuations for fixed-rate borrowings, though this risk is not reflected in these financial statements
as the borrowings are carried at amortized cost. There is no sensitivity analysis of the interest rate risk,
as the Company does not have exposure to variable interest rates. Furthermore, there are no derivative
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices, other than arising from currency risk or interest rate risk. Based on
the Company’s activities, it has not identified exposure to other forms of price risk such as commodity
price risk or equity price risk.
Carrying amount loans
The Company’s loans, carried at amortized cost, amounted to €79,4 million as of 31 December 2025
(2024: € 47,0 million). These borrowings consist of fixed-rate loans with an average interest rate of 7%
64
per annum, maturing over various periods, with larger loans having long maturities exceeding 5 years.
In accordance with IFRS 7, the fair value of these borrowings has been estimated using a discounted
cash flow (DCF) method, applying current market interest rates for similar fixed-rate loans (range
between 8,0% and 6,0% as of 31 December 2025 and range between 10,0% and 6,0% as of 31 December
2024) to the remaining contractual cash flows, including principal and interest. This results in an
estimated fair value of €76,5 million as of 31 December 2025 (2024: €44,8 million). The difference
between the carrying amount and fair value is not recognized in the financial statements, as the
borrowings are measured at amortized cost under IFRS 9. The fair value is categorized as Level 2 in the
65
Notes to the Consolidated statement of comprehensive income
Gross rental income
The gross margin (net rental income as a percentage of the gross rental income) in 2025 excluding
change in value of investments is 78% (2024: 65%).
Gross rental income
202 5 |
202 4 |
|
€ |
€ |
|
Gross rental income excluding service costs |
4,719 |
3,164 |
Gross rental income |
4,719 |
3,164 |
Maturity table rental Income
A maturity of remaining undiscounted lease payments for operating leases to be received, excluding
the recharge of service costs, is disclosed in the tables below.
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Up to 1 year |
8 , 296 |
4,057 |
From 1 to 5 years |
1 9 , 309 |
10,693 |
More than 5 years |
10 , 627 |
7,680 |
Total |
38 , 232 |
22,430 |
Property operating expenses
Operating costs |
202 5 |
202 4 |
Property rental costs |
- 4 87 |
- 497 |
Building insurance |
- 62 |
- 4 6 |
Municipal taxes |
- 1 90 |
- 105 |
Leasehold cost |
- 33 |
- 32 |
Operating expenses |
- 81 |
- 207 |
- 8 54 |
- 887 |
Changes in value of investment properties and property rights
202 5 |
202 4 |
|
Fair value changes in investment properties |
- 1,0 8 3 |
1 ,561 |
Gain/(loss) on disposal of investment properties |
188 |
- |
- 8 95 |
1 ,561 |
66
Administrative costs
202 5 |
202 4 |
|
Listing service expense |
-1,887 |
- |
| (Titan N.V.) IFRS 2 |
||
Wages |
- 783 |
- 678 |
Social security charges |
- 104 |
- 82 |
Other personnel costs |
- 884 |
- 2 87 |
Vehicle costs |
- 60 |
- 6 5 |
Rent |
- 23 |
- 65 |
Marketing costs |
- 1 94 |
- 333 |
Representation cost |
- 94 |
- 43 |
Advice and accounting costs |
- 767 |
- 520 |
Bad debts |
- 1 10 |
- 49 |
IT/Office costs |
- 16 9 |
- 130 |
Other |
- 101 |
52 |
Structuring costs |
- 93 |
- |
Listing fees |
- 898 |
- |
Provision third party profit share (Diamantlaan 3) |
- 173 |
- 504 |
- 6 , 340 |
- 2,679 |
Financial income and expenses
Financial income and expenses |
202 5 |
202 4 |
Interest income and similar income |
6 7 |
37 |
Dividend income |
359 |
- |
Interest charge and similar expenses |
- 3,6 61 |
- 2,243 |
- 3,2 34 |
- 2,206 |
67
Interest charge and similar charges |
202 5 |
202 4 |
Interest lending institutions |
- 2,186 |
- 1,297 |
Interest bond loans |
- 5 55 |
- 345 |
Interest subordinate loans |
- 104 |
- 173 |
Interest private loan |
-760 |
-180 |
Other interest charges |
- 56 |
- 227 |
Interest tax authorities |
- |
- 21 |
- 3,6 61 |
- 2,243 |
Corporate income tax
2025 |
2024 |
|
Current tax on profits for the year |
0 |
0 |
Prior period taxes and other |
-53 |
-153 |
Decrease / increase in deferred tax assets |
5 |
412 |
Decrease / increase in deferred tax liabilities |
-179 |
-875 |
Prior year deferred tax corrections |
-50 |
- |
Total deferred tax |
-224 |
-462 |
Corporate income tax |
-277 |
-616 |
Corporate income tax attributable to: |
||
Profit from continuing operations |
-277 |
-616 |
The charge for the year can be reconciled to the profit before tax as follows:
202 5 |
202 4 |
|
Result before tax |
- 6 , 726 |
- 1, 254 |
Tax at nominal tax rate (25,8%) |
1, 735 |
324 |
Losses not capitalized |
- 884 |
- 834 |
Prior period taxes |
- 398 |
- 108 |
Non - deductible expenses |
- 103 |
- 39 |
IFRS 2 Listing Expense (non - deductable) |
- 487 |
- |
Other |
- 139 |
41 |
Corporate income tax |
- 276 |
- 616 |
68
Notes to the consolidated balance sheet
Intangible fixed assets
Concessions |
Goodwill |
Other |
Total |
|
Opening balance |
400 |
- |
118 |
518 |
Acquisitions (B&S) |
- |
300 |
- |
300 |
Acquisitions ( KCN ) |
- |
129 |
- |
129 |
Disposals |
- |
- |
- 62 |
- 62 |
Balance as at 31 December |
400 |
429 |
56 |
885 |
Goodwill of € 300 thousand relates to the acquisition of ER Capital Vastgoed Fondsmanagement B.V. and
includes payments to parties associated with the sellers. Management determined that these payments
do not represent separate services and are part of the consideration transferred under IFRS 3. The
goodwill reflects expected synergies from the acquisition.
Goodwill of € 129 thousand arose from the acquisition of the KCN Group (see Note Business
combinations). The goodwill is allocated to the relevant cash-generating units and is tested annually for
Investment properties
| 2025 |
31-12-2025 |
31 - 12 - |
| 2024 |
||
Opening balance |
58,510 |
37,048 |
Additions |
34,115 |
19,901 |
Disposals |
- 888 |
- |
Gain/(loss) on disposal of investment properties |
188 |
- |
Net fair value gains/(losses) |
- 1,0 8 4 |
1,561 |
Balance as at 31 December |
90 , 8 4 1 |
58,510 |
The Company made 2 property acquisitions (asset acquisitions: Zeist and Boreelkazerne) and 2 property
acquisitions through business combinations (within ERC KCN Group) in 2025. The positive revaluation
for the period is primarily driven by a positive valuation result and a redevelopment project as displayed
in the figure below.
The investment properties relate to commercial office real estate. The investment properties are valued
at fair market value based on a valuation performed by external independent valuers. Where the
external valuation carried out by the independent expert did not align with the financial statement
69
reporting period, management reassessed the fair value determined at the valuation date and corrected
for any material fair value changes at the financial statement year end.
The valuation has been prepared in accordance with the International Valuation Standards (IVS) and the
Dutch Register for Commercial Real Estate Valuers (NRVT) adopting two valuation methods, the
Capitalisation Approach, and the Discounted Cash Flow Method.
The properties, are valued by the external independent valuers at € 90,8 million (2024: €58,5 million).
The Property in Hoofddorp is valued as a redevelopment project as residential property taken into
account the projected development costs, other related costs, projected revenues, finance component
and project risks.
For the properties provided as collateral, refer to Note 15.
Revaluation
The fair values of investment property classify as level 3 valuations in the fair value hierarchy. For further
details on the valuation methodology of investment properties, reference is made to the disclosure of
significant estimates. Management has made use of independent external expert appraisers in
determining the fair values of the investment properties. These experts have applied models to
determine the fair value as described under ‘Investment properties’. The most important principles and
(ranges of) assumptions used in determining the fair values in 2024 and 2025 are as follows:
Investment property in | Investment property in | |
2025 | operation (Land) | operation (Office Buildings) |
Average TRI per sqm (€) | 56,71 | 148,95 |
Combined appraisal value (€x1000) | 4,800 | 72,640 |
Weighted average lease length in years | 29,44 | 4,76 |
Average Occupancy | 100% | 90,90% |
Market rent per sqm (€) | 12,50 | 127,52 |
Gross initial yield (%) | 5,17% | 10,37% |
Investment property in | Investment property in | |
2024 | operation (Land) | operation (Office Buildings) |
Average TRI per sqm (€) | 55 | 134 |
Combined appraisal value (€x1000) | 4,700 | 40,410 |
Weighted average lease length in years | 30 ,44 | 4.3 |
Average Occupancy | 100% | 85% |
Market rent per sqm (€) | 1 2,50 | 122 |
Gross initial yield (%) | 5.09% | 8.67% |
70
In the above tables the property referred to as Hoofddorp D1 + D3 has been excluded as the property
has been valued using the highest and best used principle as under IFRS 13. The valuation assumes the
demolition of the current commercial office buildings and the new construction of 372 homes, as well
as the storage units and the 335 parking spaces. This development includes social housing, mid-market
housing, and private sector homes. The start of the redevelopment is planned in June 2029, with the
demolition work expected to be completed in December 2029 and the delivery of the units in December
2031.
Highest and best used redevelopment scenario |
202 5 |
202 4 |
Average residential sales price per sqm (€) |
6,427 |
5,801 |
Estimated building cost per sqm (€) |
2,060 |
1,900 |
Redevelopment risk |
40% |
40% |
Gross Floor Area (GFA) |
4 5,013 |
45,013 |
GIY |
4, 0 0% |
4,10% |
Sensitivities to key assumptions
Capitalisation rate
A slight increase in the capitalisation rate used would result in a significant decrease in fair value, and
vice versa.
Market rent
A significant increase in the market rent used would result in a significant increase in fair value, and vice
Right-of-Use Assets
The following table presents the movements in Right-of-Use (ROU) assets for the year ended 31
December 2025, in accordance with IFRS 16 Leases. All amounts are in euro's €.
Category |
Total |
Carrying amount as at 1 January 202 4 |
- |
Additions |
427 |
Depreciation for the year |
- 12 |
Impairments |
- |
Disposals/Lease terminations |
- |
Carrying amount as at 1 January 202 5 |
415 |
Additions |
- |
Depreciation for the year |
- 74 |
Impairments |
- |
Disposals/Lease terminations |
- |
Carrying amount as at 31 December 202 5 |
341 |
71
Buildings relate to the leased office space recognized as ROU assets under IFRS 16. Variable lease
payments (service costs) are included in the contingent liabilities. The lease terms for buildings range
from 5 to 6 years. Depreciation is calculated on a straight-line basis over the lease term. Impairments
are recognized in accordance with IAS 36 Impairment of Assets, where applicable. Depreciation expense
Financial assets
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Financial assets measured at FVTPL |
- |
2,662 |
Financial assets measured at amortised cost |
4 72 |
3 57 |
472 |
3 ,019 |
The movements in the financial assets measured at FVTPL during the year are detailed in the following
table:
202 5 |
202 4 |
|
Balance as at 1 January |
2,662 |
0 |
Addition |
- |
2,662 |
Disposals |
- 2, 662 |
0 |
Balance as at 31 December |
0 |
2,662 |
Financial assets measured at FVTPL
The investment in PB Holding N.V. included in the financial assets measured at FVTPL, valued at €2,175
million, was acquired in 2024 under a conditional agreement and was subsequently sold back for the
Deferred tax assets
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Deferred tax assets related to the revaluation of |
||
| investment properties |
591 |
615 |
Deferred tax related to profit share provision |
688 |
669 |
1, 2 79 |
1,284 |
No significant amounts of the deferred tax assets were utilized or settled during 2025.
The deferred tax assets related to the profit share provision arise from the revaluation of two properties
in Hoofddorp, which remained stable in 2025 (2024: increase of €1,2 million). A profit share of 42% has
been agreed upon for third parties. The deferred taxes for this profit share provision have been
recognized using an applicable tax rate of 25.8%. Deferred tax assets are expected to be realized within
the normal investment holding period; no unrecognized deferred tax assets exist at year-end.
The movements in the deferred tax assets during the year are detailed in the following table:
72
202 5 |
202 4 |
|
Balance as at 1 January |
1,284 |
8 72 |
Recognized in profit or loss |
- 5 |
412 |
Balance as at 31 December |
1, 2 79 |
1,284 |
Trade and other receivables
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Gross trade debtors |
166 |
198 |
Provision of doubtful debts |
- 143 |
- 43 |
Trade debtors |
23 |
156 |
31 - 12 - 202 5 |
31 - 12 - 202 4 |
|
Trade debtors |
23 |
156 |
Accounts receivable from affiliated companies |
71 |
6 9 |
Other accounts receivable |
414 |
140 |
Service costs to be invoiced |
32 2 |
24 |
Revenue to be invoiced |
2 4 |
133 |
Other prepayments and accrued |
||
| income |
173 |
104 |
1,0 27 |
625 |
All receivables are due within 12 months. Expected credit loss allowances are measured using the
Cash and cash equivalents
At 31 December 2025 € 1,059,001 (2024: € 1,5 million) is free at disposal. € 652,000 (2024: € 350,000)
is not free at disposal as it relates to cash reserves with regards to the HypoNOE loan. Cash and cash
equivalents are held with banks with investment-grade credit ratings; restricted balances relate to loan
Group Equity
Share capital 2025
The Company’s issued and paid-up share capital as at 31 December 2025 amounts to €2,155,503,
consisting of 17,503,062 common shares A, 4,051,868 preference shares and 100 common shares M,
each with a nominal value of €0.10.
73
Share capital 2024
The Company’s authorized share capital as at 31 December 2024 amounts to €386,328, consisting of
3,674,586 common shares A with a nominal value of €0.05 each, 4,051,868 cumulative preference
shares with a nominal value of €0.05 each, and 100 common shares M with a nominal value of €0.05
each.
The following table details the Company’s capital structure:
Number of | Number of shares | |||
| shares | 31 December | |||
| Type of shares | % | 31 December | % | 2024 |
| 2025 | ||||
Common Shares A nominal | ||||
value €0,10 each (newly | 71.69% | 15,452,908 | 47.56% | 3,674,586 |
allotted) | ||||
Pre - merger shares Titan N.V. | ||||
| value €0,10 each | 9.51% | 2,050,154 | - | - |
Preferred Shares nominal value | ||||
| €0,10 each | 18.80% | 4,051,868 | 52.44% | 4,051,868 |
Common Shares M nominal | ||||
| value of €0,10 each | 0.00% | 100 | 0.00% | 100 |
Shares in total | 100.00% | 21,555,030 | 100.00% | 7,726,554 |
Share premium
The share premium reserve relates to contribution on issued shares in excess of the nominal value of
the shares (above par value).
During the year ended 31 December 2025, the Company declared and paid quarterly dividends to its
shareholders, totalling €486k. The average dividend per share (€) is only paid out to the cumulative
preference shareholders (H1 2025) and to the preference shareholders (H2 2025). The cash outflow
related to these dividend payments is presented within financing activities in the statement of cash
flows. The dividend for the fourth quarter (Q4), amounting to €60,733, was paid in February 2026,
subsequent to the reporting date.
| 202 5 | 202 4 | |||
Average per | Average per | |||
Dividend | share (€) | Total | share (€) | Total |
Dividend paid | 486,044 | 629,500 | ||
The movements in issued share capital are displayed in the Consolidated statement of comprehensive
74
ER Capital N.V. manages equity attributable to shareholders as its primary capital base. The company
adopts a conservative capital structure for its real estate operations to ensure long-term group
Covenants
Loan-to-value
The Loan-to-value ratio is calculated by dividing the debt by the investment properties.
Interest cover ratio (ICR)
The interest cover ratio is calculated by dividing the net rental income by the net interest payable.
Debt Service Coverage Ratio (DSCR)
The DSCR is calculated as the net rental income of the collateral over a 12-month period, commencing
on the calculation date, divided by the total debt service (principal and interest) due to the lender during
the same period.
| Ratio (Hypo |
Covenants |
31 December |
Cash trap |
Covenants 31 |
31 |
Cash |
Noe) Tranche A |
31 |
2025 |
December |
December |
trap |
|
| & B |
December |
2024 |
2024 |
|||
| 2025 |
||||||
Loan to Value |
75% |
48 % |
No |
66.35% |
65% |
No |
Debt Service |
||||||
Coverage Ratio |
1.25 |
1.70 |
No |
1.25 |
2.1 |
No |
(DSCR) |
| Ratio (Mogelijk |
Covenants |
31 December |
Cash trap |
Covenants 31 |
31 |
Cash |
| Barendrecht) |
31 |
2025 |
December |
December |
trap |
|
December |
2024 |
2024 |
||||
| 2025 |
||||||
Loan to Value |
74% |
70 % |
No |
74% |
70% |
No |
Interest |
||||||
Coverage Ratio |
1.25 |
1.59 |
No |
1.25 |
1.59 |
No |
(ICR) |
Covenants 31 |
Covenants 31 |
31 |
||||
Ratio (Mogelijk |
December |
31 December |
December |
December |
Cash |
|
| Den Helder) |
2025 |
2025 |
Cash trap |
2024 |
2024 |
trap |
Loan to Value |
74% |
66 % |
No |
74% |
66% |
No |
Interest |
||||||
Coverage Ratio |
1.25 |
1.89 |
No |
1.25 |
1.87 |
No |
(ICR) |
75
Ratio |
Covenants 31 |
31 December |
Cash trap |
Covenants 31 |
31 |
Cash |
| (Riverbank – |
December |
2025 |
December |
December |
trap |
|
ERC Life B.V.) |
2025 |
2024 |
2024 |
|||
Loan to Value |
72% |
71.4% |
No |
n/a |
n/a |
n/a |
Interest |
||||||
Coverage Ratio |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
(ICR) |
Ratio |
Covenants 31 |
31 December |
Cash trap |
Covenants 31 |
31 |
Cash |
| (Riverbank – |
December |
2025 |
December |
December |
trap |
|
ERC Tower |
2025 |
2024 |
2024 |
|||
B.V.) |
||||||
Loan to Value |
60% |
58% |
No |
n/a |
n/a |
n/a |
Interest |
||||||
Coverage Ratio |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
(ICR) |
| Ratio (RNHB |
Covenants 31 |
31 December |
Cash trap |
Covenants 31 |
31 |
Cash |
Boreel) |
December |
2025 |
December |
December |
trap |
|
2025 |
2024 |
2024 |
||||
Loan to Value |
6 5 % |
60 % |
No |
n/a |
n/a |
n/a |
Debt Service |
||||||
Coverage Ratio |
1.5 |
2.07 |
No |
n/a |
n/a |
n/a |
(DSCR) |
When either condition is met, a cash trap is applied until the LTV falls below the abovementioned
percentage, the ICR and DSCR exceed the abovementioned ratio.
The cash trap requires the retention of an amount equal to 100% of the excess cash generated during
each calendar quarter in which an interest payment date falls. Excess cash is defined as the operating
income of the collateral, less (a) the periodic principal repayments and interest due to the lender during
the same period, and (b) a lender-determined amount for operating costs and exploitation expenses.
This retained cash must be held in an account on which the lender automatically enforces a lien. The
cash trap is also a conditional ground for early repayment, though the lender is not yet entitled to
demand full repayment of the loan based on this condition.
As of 31 December 2025, the Group was not subject to the cash trap mechanism. Compliance with these
covenants is monitored quarterly, and no breaches necessitating additional repayments or security were
76
Borrowings
2025 |
2024 |
|
Opening balance 1 January |
47,001 |
24,601 |
Loans drawn |
38,2 26 |
35,766 |
Loans repaid |
- 5,3 93 |
- 12,564 |
Capitalized finance costs |
- 403 |
- 802 |
Balance as at 31 December |
79,432 |
47,001 |
The non-current borrowings can be categorised as follows:
202 5 |
202 4 |
|
Bond loans |
10,2 18 |
7,109 |
Convertible loans |
- |
2,690 |
Private Loans |
12, 645 |
2,250 |
Subordinate loans |
1,300 |
6,6 41 |
Debts to lending institutions |
48,424 |
2 6,356 |
Debts to investment |
96 |
188 |
Balance as at 31 December |
72, 682 |
45,233 |
Bond loans
202 5 |
202 4 |
|
Bond loans series 2007 - 2028/2031 |
1,495 |
1,495 |
Bond loans series A (convertible) |
1,238 |
1,250 |
Bond loans series B (convertible) |
1,250 |
1,250 |
Bond loans series C (convertible) |
2,250 |
2,250 |
Bond loans series D (convertible) |
250 |
250 |
Bond loans series E (convertible) |
1,250 |
- |
Bond loans series F (convertible) |
1,250 |
- |
Bond loans series G (convertible) |
578 |
- |
Credited interest bonds |
6 57 |
614 |
Balance as at 31 December |
10,2 18 |
7,109 |
77
The Dutch five-year government interest rate is paid on the bond loans series 2007-2008 with a
surcharge of 1% interest and is credited. The bond loan will be repaid in four instalments from 2028 to
2031.
An interest rate of 7.8% is paid on the bond loans series A. The bond loan will be repaid latest from 31
January 2029. An interest rate of 7.2% is paid on the bond loans Series B and repayment is latest from
30 April 2027. Bond loans series C and D both have an interest rate of 7.4% and will also be repaid latest
from 30 June 2028. Bond loan series E to G bear interest rates ranging between 4.0% and 8.0% and have
maturities between 1 April 2027 and 1 April 2032. The bond loans are all unsecured loans.
Convertible loans
In prior years, the convertible loans on the balance sheet of € 2,7 million included an option to be
converted into preferent shares. The conversion price is € 3.00, this means that at conversion date each
€ 1.000 par value of the outstanding principal amount can be converted at the request of the lender into
333 1/3rd shares of each 0.05 par value that are fully entitled to dividends as of that time. All convertible
loans have a term of 1 to 5 years (between 30-4-2027 to 31-12-2029).
During 2025, the conversion rights attached to these loans expired. Consequently, as at 31 December
2025, the loans no longer contain any conversion features and are economically equivalent to private
loans.
Private loans
The non-current private loans, totalling €12,6 million, consist of various unsecured subordinated loans
from individual lenders with maturity dates ranging from January 2026 to October 2034. Interest rates
(ranging from 6% to 15%) depend on the repayment terms, the borrowed amount, and other factors.
No covenants or financial restrictions are attached to these loans.
Subordinated loans
202 5 | 202 4 | |
Loan DH 1 | 900 | 900 |
Loan J.G. Vastgoed B.V. 2 | - | 82 |
Mortgage loan I VV 3 | - | 1,550 |
Mortgage loan II GD 4 | - | 1,550 |
Mortgage loan RAS 5 | - | 2,1 50 |
Property right loan TK 6 | 400 | 400 |
Balance as at 31 December | 1,300 | 6,6 41 |
1
The maturity date is 31 October 2028. The interest on this loan is 8% per annum. ER Capital N.V. and
Overhill Holding B.V. guaranteed the new loan.
2
Loan J.G. Vastgoed B.V. concerns a loan received in 2019. The interest on this loan is 4% per annum.
This interest rate is increased annually by 1%. The loan originally ran until 1 October 2029. Early
redemption is possible without penalty. Mr. S.J. Eelkman Rooda and Mr. M. Quist are jointly and severally
liable for this debt. This loan was fully repaid in 2025.
3
Mortgage Loan I VV of € 1,550,000 was granted on October 6, 2021, to finance the registered property
at the Diamantlaan 3 in Hoofddorp. A profit-sharing scheme applies to the loan. Redemption will take
78
place in a period of 5 years ending 30 September 2026. The lenders have agreed to this loan on the
expressed condition that, if the property is sold to a third party, both Diamantlaan 3 and Diamantlaan 1
in Hoofddorp will be jointly and simultaneously sold.
4
Mortgage loan II GD of € 1,550,000 was granted on October 6, 2021, to finance the registered property
at the Diamantlaan 3 at Hoofddorp. A profit-sharing scheme applies to the loan. Redemption will take
place in a period of 5 years ending 30 September 2026. The lenders have agreed to this loan on the
expressed condition that, if the property is sold to a third party, both Diamantlaan 3 and Diamantlaan 1
in Hoofddorp will be jointly and simultaneously sold.
Collateral provided on both loans mentioned above is right of (first) mortgage on the registered property
at a value of € 10 million.
5
Mortgage loan RAS of € 2,200,000 in ERC Vastgoed IV B.V. was granted on August 1, 2022, to finance
the registered property at the Wekkerstraat 20 in Eindhoven. The maturity date was originally 27
December 2027. The interest rate was 7.98%, fixed and to be paid on a monthly base. Collateral was
provided, right of mortgage on the plot with a “self storage building”. Collateral was provided registration
in the amount of € 2.2 million plus 40% for interest and costs at the value of € 3.5 million. Included in
the amount above was an amount of capitalised finance costs of € 40,525. This mortgage loan RAS was
refinanced in October 2025 by the HypoNOE Tranche B facility (€6.25 million) as described below.
6
Loan TK of € 400,000 was received on December 23, 2022, to finance a concession paid for the
operating of a petrol station. The maturity date is 31 December 2027. The interest rate is 8%, to be paid
in advance per calendar year in January of each year. Furthermore, variable interest rate is 50% of the
(gross) profit in the debtor's capital before tax achieved in any year, whereby the actual costs are capped
at the aforementioned interest rate (8%), increased by an amount of € 5,000, to be indexed annually on
the basis of the CPI. Collateral provided is a right of first lien on all existing and future rights and claims
that the debtor now has on the operator of the petrol station and on all existing and future rental claims.
Debts to lending institutions
202 5 | 202 4 | |
Mortgage loan Mogelijk Zakelijke | ||
Hypotheken Fonds III 1 | 1,380 | 1,371 |
Mortgage loan Mogelijk Zakelijke | ||
Hypotheken Fonds V 2 | 1,277 | 1,269 |
Mortgage Loan HypoNoe Tranche A 3 | 17,459 | 17,712 |
Mortgage loan RNHB B.V. ERC | ||
Vastgoed IX 4 | 1,499 | 1,558 |
Mortgage loan RNHB B.V. ERC | ||
Vastgoed X 5 | 1,089 | 1,074 |
Mortgage loan RNHB B.V. ERC | ||
Vastgoed XIV 6 | 2,055 | 2,104 |
Loan Fiduciam 7 | - | 1,268 |
Mortgage Loan HypoNoe Tranche B 8 | 5,890 | - |
Mortgage Loan Mogelijk 9 | 1,796 | - |
79
Mortgage Loan RNHB | ||
Boreelkazerne 10 | 5,835 | - |
Mortgage Loan Riverbank (ERC Life) 11 | 2,343 | - |
Mortgage Loan Riverbank (ERC | ||
Tower) 12 | 7,801 | - |
Balance as at 31 December | 48,424 | 2 6,356 |
1.
The mortgage loan of € 1,400,000 (Mogelijk Zakelijke Hypotheken Fonds III) is granted to finance the
registered property located at the Aalborg 8 at Barendrecht. Redemptions will take place after five years
on March 31, 2028. The interest rate is 6.75% fixed till the year 2028. An administration fee of € 438 is
payable per month, i.e. 0.375% on an annual basis on the principal amount of the loan. Included in the
amount above is activated finance costs of € 29,094. The financing costs are written of over a period of
5 years.
For the benefit of the lender, as collateral provided, are rights of mortgage and pledge:
-
establishment of first mortgage on the Property
-
pledge, first in priority, of current and future rental receivables and insurance proceeds
-
pledge, first in priority, of certain present and future movable property.
-
The ultimate beneficial owner shall be personally liable for € 1,890,000
2.
The mortgage loan of € 1,300,000 (Mogelijk Zakelijke Hypotheken Fonds V) is granted to finance the
registered property located on Industrieweg 35 in Den Helder. Redemptions are paid during a period of
5 years, on August 31, 2028. The interest rate is 6.95% fixed until 2028. An administration fee of €542 is
payable per month, i.e. 0.5% on an annual basis on the principal amount of the loan. Included in the
amount above is capitalised finance costs of € 31,006. The financing costs are written of over a period
of 5 years.
For the benefit of the lender, as collateral provided, are rights of mortgage and pledge:
establishment of first mortgage on the Property
pledge, first in priority, of current and future rental receivables and insurance proceeds
pledge, first in priority, of certain present and future movable property.
The ultimate beneficial owner shall be personally liable for € 1,755,000
3
On 28
th
of October 2024 the loan with HypoNoe regarding properties in Vastgoed II was successfully
completed. The loan of € 18.6 Mio is granted until 30 March 2032 with an interest rate of 5%. The loan
will be repaid semi-annually based on a progressive profile with a balloon payment at the end. The first
repayment will take place on the 30
th
of June 2025. Included in the amount above is capitalised finance
costs of € 561,836. The financing costs are written of over a period of 5 years.
The following has been provided as collateral against the loan:
Cross default and cross collateral between the Vastgoed II assets
Pledge of shares
Subordination of existing and future shareholders loans
ER Capital N.V. shall be a guarantor
Arm’s length asset management agreement
80
Debt service reserve of in total EUR 500.000 must be accumulated
The Ultimate beneficial owner (Overhill Holding B.V.) shall be personally liable for an amount of
€ 2,000,000 through a Suretyship Agreement according to Dutch Law.
The first right of mortgage is provided on the properties listed below:
o
Purmerend, Stationsweg 11-16
o
Purmerend, Stationsweg 21-26
o
Heerhugowaard, J. Duikerweg 12 (sold in 2025)
o
Bilthoven, Jan van Eijcklaan 6 en Rembrandtlaan 1
o
Venlo, Noorderpoort 11
o
Den Bosch, Rietveldenweg 72 – 86
o
Dordrecht, Amstelwijckweg 11
o
Dordrecht, Amstelwijckweg 15
o
Zoetermeer, Buitenom
o
Alblasserdam, Kelvinring 48
4
Mortgage loan RNHB B.V of € 1.69 million was granted on 16 January 2024 to finance the registered
property at Delft in ERC Vastgoed IX B.V. The interest on this loan is 6.9% per annum and the loan runs
until January 2029. Collateral is provided, right of mortgage on the property registration in the amount
of € 2.3 million plus 40% for interest and costs at the value of € 3.3 million. Included in the amount above
is capitalised finance costs of € 13,699. The financing costs are written of over a period of 5 years.
5
Mortgage loan RNHB B.V of € 1.134 million was granted on 09 February 2024 to finance the registered
property at Emmeloord in ERC Vastgoed X B.V. The interest on this loan is 6.6% per annum and the loan
runs until February 2027. Collateral is provided, right of mortgage on the property registration in the
amount of € 1.5 million plus 40% for interest and costs at the value of € 2.2 million. Included in the
amount above is capitalised finance costs of € 9,351. The financing costs are written of over a period of
5 years. The ultimate beneficial owner shall be personally liable.
6
Mortgage loan RNHB B.V. of € 2.13 million was granted on 24 July 2024 to finance the registered
property at Oosterhout in ERC Vastgoed XIV B.V. The interest on this loan is 6.9% per annum and the
loan runs until July 2029. Collateral is provided, right of mortgage on the property registration in the
amount of € 2.9 million plus 40% for interest and costs at the value of € 4.17 million. Included in the
amount above is capitalised finance costs of € 19,531. The financing costs are written off over a period
of 5 years. The ultimate beneficial owner shall be personally liable.
7
A loan was granted by Fiduciam for € 1.3 million regarding the property Diamantlaan 1 in Hoofddorp.
The loan was granted on the 10
th
of January 2024 and originally runs until the January 2026 (before
refinancing) with an interest of 10.8%. Collateral to the right of mortgage of the property was provided
to an amount of € 2.4 million. Included in the amount above is capitalised finance costs of € 28,546. The
financing costs are written off within one year. The ultimate beneficial owner was personally liable. ERC
Vastgoed I B.V. refinanced its existing Fiduciam loan related to the property Diamantlaan 1A, Hoofddorp,
in May 2025 through a new facility with Mogelijk Hypotheken B.V. The original loan was derecognised
and replaced by a €1,835,000 loan with a fixed interest rate of 6.45% per annum and a 10 year maturity
until May 2035. The facility is secured by first-ranking mortgage rights on the underlying property, and
the refinancing resulted in the write-off of the Fiduciam capitalised finance cost and the refinanced
capitalised costs of € 42,887.
8
: In October 2025 the existing facility with HypoNOE was amended and restated. The amendment added
ERC Vastgoed IV B.V. as an additional borrower and introduced an additional Tranche B commitment of
€6.25 million, bringing total commitments to €24.687 million. The Termination Date remains 30 March
2032. Interest on Tranche B is charged at Margin + Fixed Interest Rate (Margin: 2.70% per annum if LTV
≤ 73% and DSCR ≥ 130%, otherwise 3.05% per annum). The Fixed Interest Rate for Tranche B was agreed
at 2.376% p.a. (effective 20 October 2025), which results in a total interest rate of 5.076% per annum
81
for 2025. Included in the amount above is capitalised finance costs of € 126,036. The financing costs are
written off over a period of 5 years.
As additional collateral for Tranche B, the security package was extended to include (among others) first
ranking mortgages over the additional properties at Huis ter Heideweg 10, 12, 14 and 16 (Zeist) and
Wekkerstraat 20 (Eindhoven), as well as pledges over shares, receivables/movables and bank accounts
of the additional borrower. Following utilisation of Tranche B, the additional borrower must fund its debt
service reserve account with €250,000. Included in the amount above is capitalised finance costs of €
132,670. The financing costs are written of over a period of 5 years.
9
: In May 2025, ERC Vastgoed I B.V. was granted a mortgage loan offer with Mogelijk Hypotheken B.V. for
an amount of €1,835,000, intended to refinance the acquisition and renovation of the investment
property Diamantlaan 1A, Hoofddorp (the Netherlands). The loan has a contractual term of 120 months
and is interest-only, with the full principal contractually due at maturity. Interest is 6.45% per annum
fixed for an initial 60-month period; thereafter the interest rate becomes floating, based on 3-month
EURIBOR plus an applicable margin (as defined in the lender’s terms).
The loan is secured by a mortgage over the above property and pledges over rental receivables,
insurance rights/proceeds and certain assets related to the property. In addition, a personal guarantee
by S.J. Eelkman Rooda has been provided for an amount up to the facility amount (plus contractual
interest and costs). Included in the amount above is capitalised finance costs of € 38,598. The financing
costs are written off over a period of 5 years.
10
: In October 2025, Stichting ERC Subfonds I (Boreel) entered into a credit agreement with RNHB B.V.
for a principal amount of €6 million in relation to the acquisition and letting of the real estate complex
(apartments and commercial units) located at Boreelplein 39–72 and Houtmarkt 5, Deventer (the
Netherlands). The facility has a term of 36 months and bears interest at 5.90% per annum. Repayment
is linear, with periodic instalments of 1.5% per annum of the original principal (i.e., €7,500 per month).
The loan is secured by a first-ranking mortgage and pledges over the collateral. ER Capital N.V. has
provided a guarantee up to €1.5 million. Included in the amount above is capitalised finance costs of €
70,100. The financing costs are written off over a period of 5 years.
11
: In December 2025, ERC Life B.V. entered into a loan agreement with RiverBank S.A. for a facility
amount of €2,500,000, which was used for the (partial) financing of the purchase price of the property
‘KCN IV’ located at Nevelgaarde 4-7, Nieuwegein. The loan bears fixed interest of 6.50% p.a., payable
quarterly. The principal is repayable in quarterly instalments of €25,000 from 3 months after drawdown
up to 57 months after drawdown, with a remaining amount of €2,000,000 at the ultimate repayment
date (61 months after drawdown, or earlier 24 January 2031). The facility is secured by, amongst others,
a first-ranking mortgage over the registered properties (including “KCN IV” at Nevelgaarde 4–7,
Nieuwegein), a first-ranking pledge over bank accounts/receivables/movable assets and a share pledge
over the shares in ERC Life B.V.; additionally, ER Capital N.V. provides a corporate guarantee on first
demand. Included in the amount above is capitalised finance costs of € 57,550. The financing costs are
written off over a period of 5 years.
12
: In December 2025, ERC Tower B.V. entered into a €8.0 million secured term loan facility with
RiverBank S.A. (Tranche 1 lender) and lenders represented by Finance Experts B.V. (Tranche 2). The
facility consists of €5.5 million (Tranche 1) and €2.5 million (Tranche 2) and bears a fixed interest rate of
7.00% per annum, payable quarterly. The loan was used solely for the acquisition of the office building
‘KCN Tower’ located at Nevelgaarde 36-60, Nieuwegein. Repayments are scheduled quarterly from 5
April 2029 until 5 October 2030, with the remaining outstanding principal payable at final maturity on 5
January 2031. Included in the amount above is capitalised finance costs of € 200,550. The financing costs
are written off over a period of 5 years. The facility is secured by, among other things, a first-ranking
mortgage over the properties (maximum amount €8.0 million plus 40% for interest and costs), a first-
82
ranking share pledge over the shares in ERC Tower B.V. (including conditional transfer of voting rights),
and a first-ranking pledge over (amongst others) bank accounts, receivables/rights and movable assets.
Maturity long-term debts
Summary of principal repayments of long-term debts due in 1 year, 1 to 5 years and after 5 years (x
€1,000):
2025 |
2024 |
|
Long term debt due within 1 year: |
EUR 6,750 |
EUR 774 |
Long term debt due with 1 to 5 years: |
EUR 45,438 |
EUR 28,424 |
Long term debt due after 5 years: |
EUR 28,427 |
EUR 17,297 |
Deferred tax liabilities
Deferred tax liabilities are recognised for the taxable temporary differences between the tax base
and the accounting base of the appropriate balance sheet items. The current tax rate is 25.8% for 2025
and 2024.
The deferred tax liability relates to the following temporary differences:
Book value |
Fiscal value |
Difference |
% |
P rovision |
|
Investment property |
59,720 |
44,116 |
15,604 |
25,8 |
4,026 |
Recognised on |
|||||
business |
|||||
| combinations (IFRS 3 |
17,300 |
5,399 |
11,901 |
25,8 |
3,070 |
/ PPA) |
|||||
Fiscal provision on |
|||||
maintenance |
0 |
-537 |
537 |
25,8 |
139 |
(Vastgoed IX) |
|||||
Total |
7 7 , 020 |
48, 988 |
28 , 042 |
7 , 23 5 |
202 5 |
202 4 |
|
Balance as at 1 January |
3, 985 |
3,110 |
Addition on business combinations |
2,73 5 |
- |
Addition uplift fair value business combinations |
33 6 |
- |
Addition investment properties |
179 |
875 |
Balance as at 31 December |
7 , 23 5 |
3, 985 |
The deferred tax liability disclosed for the investment property relates to a total current value of the
investment property of € 77 million. The corresponding fiscal value of the investment property amounts
to € 49 million.
83
Provisions
202 5 | 202 4 | |
Balance as at 1 January | 2, 594 | 2,090 |
Increase | 196 | 504 |
Decrease | - 192 | 0 |
Balance as at 31 December | 2,59 8 | 2, 594 |
The increase in the other provision in 2024 and 2025 relates to the profit-sharing obligation arising from
the revaluation of two properties in Hoofddorp, which remained stable in 2025 (2024: increase of €1,2
Other non-current liabilities
202 5 | 202 4 | |
Payroll Tax | 38 | 53 |
Turnover Tax | 60 | 142 |
Interest and fines tax authorities | 11 | 26 |
Company tax | 20 | 15 |
Tenant deposits | 1,110 | 635 |
Balance as at 31 December | 1,240 | 871 |
Concerning the turnover tax and pay-roll tax the Tax Authorities granted a special regime for repayment
Lease liabilities
The movement in lease liabilities can be presented as follows:
2025 | 2024 | |
Balance as at 1 January | 486 | 73 |
New lease liabilities | - | 427 |
Interest | 32 | 8 |
Lease payments | - 9 0 | - 22 |
Balance as at 31 December | 428 | 486 |
Given the size of the lease liabilities, no distinction has been made between the non
-
current and
current portions.
The maturity of the contractual future lease obligations is as follows:
84
31 - 12 - 202 5 | |
Less than 1 year | 90 |
1 - 5 years | 3 38 |
More than 5 years | 0 |
Total lease liabilities | 4 28 |
No distinction has been made between the long-term and short-term portions due to the
Current interest bearing loans
202 5 | 202 4 | |
Subordinated loans | 3,100 | - |
Private loan | 2,750 | 994 |
Debt to lending institutions | 900 | 775 |
Balance as at 31 December | 6,750 | 1,768 |
Repayment obligation long-term debt
31 - 12 - 202 5 | 31 - 12 - 202 4 | |
Mortgage loan I VV | 1,550 | - |
Mortgage loan II GD | 1,550 | - |
Private loans | 2,750 | - |
(Mortgage) loan s RNHB B.V. | 193 | - |
(Mortgage) loan Riverbank | 100 | - |
(Mortgage) loan RNHB - ERC Vastgoed IX | - | 63 |
(Mortgage) loan RNHB - ERC Vastgoed X | - | 14 |
(Mortgage) loan RNHB - ERC Vastgoed XIV | - | 27 |
Mortgage Loan s HypoeNoe Tranche A & Tranche | ||
| B | 606 | 326 |
Loan J.G. Vastgoed B.V. | - | 2 2 |
Loan Caza Manestijn | - | 300 |
Financial lease | - | 24 |
6,750 | 775 |
Other current liabilities
31
-
12
-
202
5
31
-
12
-
202
4
85
Audit fee | 200 | 90 |
Rental income received in advance | 288 | 432 |
Net dividend | 30 | 1 54 |
Amounts to be paid | 31 3 | 236 |
Interest payables | 791 | 292 |
Other liabilities | 27 6 | 225 |
Balance as at 31 December | 1,89 8 | 1,429 |
Contingent liabilities
Fiscal Unity
Up to 28 June 2025, the Company was part of a Dutch fiscal unity (“fiscale eenheid”) for corporate
income tax (CIT) and a fiscal unity for value added tax (VAT) purposes. As a consequence, the Company
was jointly and severally liable for the tax liabilities of the respective fiscal unities insofar as such liabilities
relate to periods in which the Company formed part of these fiscal unities.
As from 28 June 2025, the fiscal unities for CIT and VAT were terminated and the group companies are
taxed and/or registered individually.
Composition of the fiscal unities (until 28 June 2025)
CIT fiscal | VAT fiscal | ||
Entity | unity | unity | Remarks |
ER Capital N.V. | Yes | Yes | |
ER Capital Vastgoed Management & | |||
Beheer B.V. | Yes | Yes | |
ER Services en Administraties B.V. | Yes | Yes | |
ER Capital Corporate Finance B.V. | Yes | Yes | |
ER Capital Finance N.V. | Yes | Yes | |
ERC Support B.V. | Yes | Yes | |
ERC Vastgoed I B.V. | Yes | Yes | |
ERC Vastgoed II B.V. | No | Yes | |
ERC Vastgoed III B.V. | No | No | Not in VAT fiscal unity as from 1 |
April 2025 | |||
ERC Vastgoed IV B.V. | No | No | |
ERC Vastgoed V B.V. | Yes | No |
86
CIT fiscal | VAT fiscal | ||
Entity | unity | unity | Remarks |
ERC Vastgoed VI B.V. | No | Yes | |
ERC Vastgoed VII B.V. | No | Yes | |
ERC Vastgoed VIII B.V. | No | No | |
ERC Vastgoed IX B.V. | Yes | No | |
ERC Vastgoed X B.V. | No | No | |
ERC Vastgoed XII B.V. | No | No | |
ERC Vastgoed XV B.V. | No | No | |
ERC Investments B.V. | No | No | |
ER Capital CDC & Fondsmanagement B.V. | No | No | |
ERC CDC Management B.V. | No | No | |
ERC Vastgoed Holding B.V. | No | No | |
ERC Tussenholding I B.V. | No | No | |
ERC Tussenholding II B.V. | No | No | |
Stichting ERC Subfonds I (Boreel) | No | No |
Other fiscal unities within the Group
Certain subsidiaries of the Group form part of a separate Dutch fiscal unity for corporate income tax and
VAT purposes, which does not include the Company.
This fiscal unity comprises the following entities:
ERC KCN B.V.
ERC Tower B.V.
ERC Life B.V.
Be Sure B.V.
Rental Commitments buildings
The company and its group companies have long term rental commitments, which relate to the rent of
the office. The commitments for rent amounts to € 90,000 per year (5 year term until 31-8-2030) and
service costs that amounts to € 25k per year. The lease agreement includes an option to extend the term
for an additional period of 5 years.
The Group has carried forward tax losses available to use against future taxable profits from the financial
years 2018 to 2024. The available tax losses carried forward for all entities in ER Capital N.V. amounts to
87
€14,803,962 (2024: €7,968,566) and for ER Capital N.V. company only it amounts to € 4,080,055 (Titan
Related party transactions
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be
a related party. Also, entities which can control, jointly control or significantly influence the Company
are considered a related party. In addition, the Executive Board and close relatives are regarded as
related parties. The related party transactions during 2025 can be classified into the following categories:
Assets | Assets | ||||
| Related party and | Nature of | (liabilities) | Income | (liabilities) | Income |
nature | transaction(s) | 31 | (expense) | 31 | (expense) |
December | 2025 | December | 2024 | ||
| 2025 | 2024 | ||||
Business Building B.V. | Mortgage loan | 75 | 5 | 75 | 5 |
(The Director of ER | from ER | ||||
Capital N.V. holds | Capital | ||||
significant influence | Finance N.V. to | ||||
in Business Building | Business | ||||
B.V. through Overhill | Building B.V. | ||||
Holding B.V. This | with 6% | ||||
related party falls | interest and | ||||
outside ER Capital | maturity date | ||||
N.V.’s group | 31-12-2027 | ||||
structure) | |||||
Business Building B.V. | Current | 113 | n/a | - 35 | n/a |
(The Director of ER | account | ||||
Capital N.V. holds | |||||
significant influence | |||||
in Business Building | |||||
B.V. through Overhill | |||||
Holding B.V. This | |||||
related party falls | |||||
outside ER Capital | |||||
N.V.’s group | |||||
structure) | |||||
Business Building B.V. | Management | n/a | 13 | n/a | 25 |
(The Director of ER | and | ||||
Capital N.V. holds | maintenance | ||||
significant influence | fee | ||||
in Business Building | |||||
B.V. through Overhill | |||||
Holding B.V. This | |||||
related party falls | |||||
outside ER Capital | |||||
N.V.’s group | |||||
structure) |
88
Overhill Holding B.V. | Current | 0 | n/a | 215 | 8 |
(Personal holding of | account | ||||
the Director with | |||||
significant influence | |||||
over ER Capital N.V.) | |||||
Overhill Holding B.V. | A convertible | n/a | n/a | n/a | - 4 |
(Personal holding of | loan of EUR | ||||
the Director with | 400,000 was | ||||
significant influence | agreed upon | ||||
over ER Capital N.V.) | in 2017, with | ||||
an annual | |||||
interest rate of | |||||
1%. In 2024, | |||||
the | |||||
outstanding | |||||
principal and | |||||
accrued | |||||
interest were | |||||
converted into | |||||
common | |||||
shares. | |||||
Overhill Holding B.V. | Management | n/a | - 223 | n/a | - 210 |
(Personal holding of | fee | ||||
the Director with | |||||
significant influence | |||||
over ER Capital N.V.) | |||||
ER Capital | Current | 387 | - 9 | - 152 | 13 |
Multifeeder I B.V. | account | ||||
(Direct shareholder | |||||
of ER Capital N.V.) | |||||
Stichting | Current | 30 | n/a | n/a | n/a |
Administratiekantoor | account | ||||
ER Capital | |||||
(Shareholder) | |||||
ERC Partners B.V. | Current | 9 | n/a | 8 | n/a |
(The Director of ER | account | ||||
Capital N.V. holds | |||||
significant influence | |||||
in ERC Partners B.V. | |||||
through Overhill | |||||
Holding B.V. This | |||||
related party falls | |||||
outside ER Capital | |||||
N.V.’s group | |||||
structure) | |||||
BH Tupolevlaan | Current | 5 | n/a | 5 | n/a |
Building B.V. (The | account | ||||
Director of ER Capital | |||||
N.V. holds significant | |||||
influence in BH |
89
Tupolevlaan B.V. |
|||||
through Overhill |
|||||
Holding B.V. This |
|||||
related party falls |
|||||
outside ER Capital |
|||||
N.V.’s group |
|||||
structure) |
|||||
ERC |
Current |
71 |
n/a |
69 |
4 |
Vermogensbeheer |
account |
||||
B.V. (The Director of |
|||||
ER Capital N.V. is the |
|||||
sole shareholder of |
|||||
ERC |
|||||
Vermogensbeheer |
|||||
B.V. through Overhill |
|||||
Holding B.V. This |
|||||
related party falls |
|||||
outside ER Capital |
|||||
N.V.’s group |
|||||
structure) |
|||||
Serjo Beleggingen |
Current |
n/a |
n/a |
102 |
5 |
B.V. (The Director of |
account |
||||
ER Capital N.V. is the |
|||||
sole shareholder of |
|||||
Serjo Beleggingen |
|||||
B.V. through Overhill |
|||||
Holding B.V. This |
|||||
related party falls |
|||||
outside ER Capital |
|||||
N.V.’s group |
|||||
structure) |
Events after the reporting period
Subsequent to the reporting date, the Group acquired Businesspark Geusselt in Maastricht, the
Netherlands, as part of its strategy to establish a new real estate fund. The property generates annual
rental income of approximately €1.7 million.
The acquisition will be incorporated into one of the Group’s future real estate funds. As this transaction
occurred after the reporting period, no adjustments have been made to the consolidated financial
The consolidated financial statements were prepared by the Executive Board and authorised for issue
on 29 April 2026. The shareholders have the power to amend the consolidated financial statements after
90
Company income statement
For the year ended 31 December 2025
(x € 1,000)
Note
2025
2024
Cost of sales
-3
-
Administrative costs
-3,570
-608
Depreciation tangible fixed assets
-23
-
Total costs
-3,593
-608
Operating result
-3,596
-608
Financial income
520
93
Financial expenses
-3
-1
Result before participations in group
companies
-3,080
-516
Result participations
-4,124
-
Result after participations in group
companies
-7,204
-516
Taxes
-52
-
Result after taxes
-7,256
-516
91
Company balance sheet
(before proposed profit appropriation)
For the year ended 31 December 2025
(x € 1,000)
Note
31 December 2025
30 September 2024
Assets
Intangible fixed assets
56
-
Financial fixed assets
25
5,335
-
Total non-current assets
5,391
-
Trade and other receivables
26
22,847
2,951
Cash and cash equivalents
7
583
Total current assets
22,853
3,534
Total assets
28,244
3,534
Shareholders' equity
27
2,522
3,516
Liabilities
Provision for negative equity of
subsidiaries
28
3,196
-
Other non-current liabilities
130
-
Non-current liabilities
3,326
-
Debts to suppliers and trade credits
120
9
Debt to group companies
29
22,231
-
Other current liabilities
46
9
Current liabilities
22,396
18
Total liabilities
25,723
18
Total shareholders' equity and
liabilities
28,244
3,534
92
Notes to the company financial statements
General
On 30 June 2025 a legal demerger was effectuated whereby all assets and liabilities of ER Capital N.V.
(old) were transferred under universal succession of title to three subsidiaries of Titan N.V. As a result of
the demerger, ER Capital N.V. (old) ceased to exist as a legal entity. Following the demerger, Titan N.V.
changed its statutory name to ER Capital N.V. on 30 June 2025.
For accounting purposes, the legal restructuring has been treated as a reverse acquisition, whereby ER
Capital N.V. (old) is identified as the accounting acquirer and Titan N.V. as the accounting acquiree. The
comparative figures in the company financial statements relate to Titan N.V., being the legal predecessor
of ER Capital N.V.
The current financial year covers a period of 15 months from 1 October 2024 to 31 December 2025. The
financial year was statutorily extended in connection with the legal restructuring and demerger. The
comparative figures relate to the 12-month period from 1 October 2023 to 30 September 2024 and
therefore reflect a different reporting period. Consequently, the comparative figures are not fully
comparable with the figures for the current financial year.
The comparative balance sheet is presented as at 30 September 2024, being the closing date of the
preceding financial year of Titan N.V., whereas the current year balance sheet is presented as at 31
December 2025. Further information regarding this transaction is included in the notes to the
consolidated financial statements.
The company financial statements have been prepared in accordance with the provisions of Title 9, Book
2 of the Dutch Civil Code. In doing so, use is made of the option included in Article 2:362 paragraph 8 of
the Dutch Civil Code to apply the accounting policies used in the consolidated financial statements.
For the general principles applied in the preparation of the company financial statements, the
accounting policies for the recognition and measurement of assets and liabilities and the determination
of the result, as well as the disclosures relating to the individual assets and liabilities and the results,
reference is made to the notes to the consolidated financial statements, unless stated otherwise.
Accounting principles for determining the result
The result is the difference between the realisable value of the goods/services provided and the costs
and other charges during the year. The results on transactions are recognised in the year in which they
are realised.
Result from participating interests
The result represents the Company's share in the profit or loss of participating interests and
corresponds to the change in the net asset value of the participation attributable to the Company.
Financial fixed assets
Participating interests in group companies are valued using the net asset value method. Under this
method, participating interests are carried at the company's share in their net asset value. The net asset
value increases with its share in the results of the participating interest and its share in the changes
recognized directly in the equity of the participating interest as from the acquisition date, determined
in accordance with the accounting policies disclosed in these financial statements.
The net asset value decreases with the entity's share in the dividend distributions from the participating
interest. The company's share in the results of the participating interest is recognized in the income
statement. If and to the extent the distribution of profits is subject to restrictions, these are included in
93
a legal reserve. The company's share in direct equity increases and decreases of participating interests
is also included in the legal reserve, except for asset revaluations recognized in the revaluation reserves.
If the value of the participating interest under the net asset value method has become nil, this method
is no longer applied, with the participating interest being valued at nil as long as the net asset value
remains negative.
In connection with this, any long-term interests that, in substance, form part of the investor's net
investment in the participating interest are included. A provision is formed if and to the extent the
company is liable for all or part of the debts of the participating interest or if it has a constructive
obligation to enable the participating interest to repay its debts. A subsequent obtained share of the
profit of the participating interest is recognized only if and to the extent that the accumulated share of
the previously unrecognized loss has been compensated.
Revaluation reserve for investment properties
Gains or losses arising from changes in the fair value of investment properties are recognised in the
profit and loss account of the period in which the change occurs. In addition, to the extent that the result
of the financial year permits, a revaluation reserve is formed and charged to the general reserve.
Because, in principle, no frequent market quotations exist for investment properties, the Company
recognises a revaluation reserve on the basis of Article 2:390 paragraph 1 of the Dutch Civil Code.
Pursuant to Article 2:390 paragraph 3 of the Dutch Civil Code, the revaluation reserve may not exceed
the difference between the carrying amount based on acquisition or manufacturing cost and the
carrying amount based on the fair value applied in measuring the assets to which the revaluation reserve
relates.
In determining the carrying amount based on acquisition or manufacturing cost, account is taken of the
cumulative depreciation and impairments, as determined if the cost model had been applied.
25.
Financial fixed assets
Participations from Group companies
31
-
12
-
2025
3
0
-
9
-
2024
ERC Vastgoed Holding B.V.
(100%)
3
,
085
-
ERC Tussenholding I B.V.
(100%)
0
-
ERC
Tussenholding II B.V.
(100%)
0
-
3
,
085
-
Receivables from group companies
31
-
12
-
2025
3
0
-
9
-
2024
ERC Vastgoed II B.V.
2,250
-
Total
5
,
335
-
The receivables from group companies (€2,250 million) relate to a subordinated intercompany loan
granted to ERC Vastgoed II B.V. The loan bears interest at 4% per annum, has no mandatory repayment
schedule, and matures on 1 May 2028.
94
Movement
Participations from Group companies
Balance at beginning of period
30 September 2024
-
Participations recognised through legal demerger
7
,
20
9
Result participations
-
4,
124
Balance at 31 December 2025
3
,
085
Following the legal demerger on 30 June 2025, three intermediate holding companies were established.
Participating interests with a negative net asset value are measured at nil. To the extent that the
Company guarantees the obligations of these entities, a provision is recognised for the negative net asset
value of the respective participating interest.
26.
Trade and other receivables
Trade receivables from group companies
31
-
12
-
2025
3
0
-
9
-
2024
ER Capital Finance N.V.
21,764
-
ERC Vastgoed I B.V.
45
-
ERC Vastgoed II B.V.
592
-
ERC Vastgoed V B.V.
18
-
ERC Vastgoed Management en Beheer B.V.
7
-
Stichting ERC Subfonds I (Boreel)
25
-
ERC Vastgoed VI B.V.
7
-
ERC Vastgoed XI B.V.
0
-
Trade receivables from shareholder
31
-
12
-
2025
3
0
-
9
-
2024
ER Multifeeder B.V.
254
-
Other
P
repayments
13
5
109
Other Current Assets
-
2,825
Total
22.
847
2,951
95
27.
Equity
Share capital
Amount (€ x1,000)
Balance 30 September 2024 (Titan N.V.) – representing 2,050,154 issued
shares with a nominal value of €0.10 each
205
Allotment of 19,504,876 shares in connection with the reverse listing of Titan
N.V. into ER Capital N.V.
1,950
Balance 31 December 2025 – representing 21,555,030 issued shares
2,155
Share premium
Amount (€ x1,000)
Balance 30 September 2024 (Titan N.V.)
3,877
Capital restructuring
12,360
Listing service expense (Titan N.V.)
1,887
Balance 31 December 2025
18,124
Other reserves
Amount (€ x1,000)
Balance 30 September 2024 (Titan N.V.)
-49
Contribution of ER Capital N.V. reserves
-12,566
Reclassification revaluation reserve
4,035
Dividend distribution ER Capital N.V.
-482
Dividend distribution Titan N.V.
-2,829
Reverse acquisition reserve Titan including
profit appropriation prior year Titan
3,425
Balance 31 December 2025
-8,466
During the Annual General Meeting of former Titan N.V., held on March 28, 2025, the Company’s
shareholders approved the distribution of a dividend for the financial year 2024 from the Company’s
equity reserves, in the amount of € 1.38 per share. All dividends would be paid in cash to the
shareholders and shall be distributed after deduction of dividend withholding taxes of 15%, unless an
exemption was applicable and timely requested. On 17 April, 2025, the dividend was paid to the
shareholders.
Treasury shares
Amount (€ x1,000)
Balance 30 September 2024 (Titan N.V.)
-
Purchase own shares
-2,035
Balance 31 December 2025
-2,035
The difference between equity in the company balance sheet and shareholders' equity in the
consolidated balance sheet is explained, among other things, by the fact that participating interests
included in the consolidation have negative net asset values but are valued at €1 in the company
balance sheet.
96
28.
Provision for negative equity of subsidiaries
Provision for negative equity of subsidiaries
Provision
Balance at beginning of period 30 September 2024
–
Recognition of negative net asset value
3,196
Balance 31 December 2025
3,196
29.
Debt to group companies
Trade receivables from group companies
31-12-2025
30-9-2024
ER
C
Support B
.V.
-
1,753
-
ER Capital Corporate Finance
B.V.
-
2
-
ERC
Tussenholding I B.V.
-
19,60
0
-
ER
Capital Finance N.V.
-
61
-
ERC
Investments B.V.
-
639
-
ERC Vastgoed
III
B.V.
-
64
-
ER Services en Administraties B.V.
-
113
-
Total
-
2
2
,
231
-
An interest rate of 4% is charged on the current account if the balance is higher than € 50,000.
Signing of the financial statements
Rotterdam, 29 April 2026
Managing Director
Sebo Jan Eelkman Rooda
ER Capital N.V.
INDEPENDENT AUDITOR'S REPORT
To: The shareholders and supervisory board of ER Capital N.V.
Report on the audit of the financial statements 2025 included in the annual report
Our opinion
We have audited the financial statements 2025 of ER Capital N.V. based in Rotterdam. The
financial statements comprise the consolidated and company financial statements.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of ER Capital NV as at 31 December 2025 and of its result and its cash flows
for 2025 in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1.
the consolidated and company statement of financial position as at 31 December 2025;
2.
the following statements for 2025:
the
consolidated
and
company
income
statement,
the
consolidated
and
company statements of comprehensive income, changes in equity and cash flows; and
3.
the notes comprising material accounting policy information and other explanatory
information.
The company financial statements comprise:
1. the company balance sheet as at 31 December 2025;
2. the company profit and loss account for 2025; and
3. the notes comprising a summary of the accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with European laws and regulations, Dutch law,
including the Dutch Standards on Auditing (NV COS), and International Standards on Auditing
(ISA). Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of ER Capital N.V. in accordance with the applicable requirements of the
EU Audit Regulation (Regulation (EU) No 537/2014), the Wet toezicht accountantsorganisaties
(Wta), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten
(ViO), and other relevant independence laws and regulations applicable in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants
(VGBA) and the International Ethics Standards Board for Accountants Code of Ethics for
Professional Accountants, including the International Independence Standards.
In addition, as a statutory audit firm established in Cyprus, we also comply with the applicable
requirements of the Cyprus Auditors Law 53(I)/2017 and related ethical and independence
requirements, as well as applicable local laws and regulations governing auditor independence.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The following information in support of our opinion
was addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at €951.580. The materiality is based on 1% on total assets. We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the
users of the financial statements for qualitative reasons.
We agreed with the supervisory board that misstatements in excess of €18.155, which are
identified during the audit, would be reported to them, as well as smaller misstatements that in
our view must be reported on qualitative grounds.
Risk of material misstatements related to Fraud, non-compliance with laws and
regulations and Going concern
Fraud risks: Given the judgment involved in valuation and revenue recognition, there
is a risk of management override of controls and inappropriate adjustments, particularly
through manual journal entries.
Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of
material misstatements related to NOCLAR risks have been identified.
Going concern risks: We considered whether events or conditions exist that may cast
significant doubt on the Company’s ability to continue as a going concern. While the
assessment involves judgment, we did not identify a material uncertainty.
Audit approach fraud risks
In chapters ‘Corporate Governance’ and ‘Risk Management' of the annual report, the Board of
Management describes its procedures in respect of the risk of fraud and non-compliance with
laws and regulations and the Supervisory Board reflects on this in its report.
As part of our audit, we obtained an understanding of the Company and its business
environment and assessed the design and implementation of the Company’s risk management
in relation to fraud and non-compliance. Our procedures included, amongst other things,
evaluating the Company’s code of conduct, whistleblowing procedures, incidents register and
its procedures for investigating indications of possible fraud and non-compliance (when
applicable).
Furthermore, we performed relevant inquiries with the Board of Management and Supervisory
Board and other relevant functions. We have also incorporated elements of unpredictability in
our audit such as the authorisation of bank payments at group level.
As a result from our risk assessment, we identified the following laws and regulations as those
most likely to have a material effect on the financial statements in case of non-compliance:
Anti-money laundering laws and regulations; and
Anti-bribery and corruption laws and regulations.
Based on the above and on the auditing standards, we identified the following fraud risk that is
relevant to our audit, including the relevant presumed risks laid down in the auditing standards,
and responded as follows:
Management override of controls (a presumed risk)
Risk:
Board of Management is in a unique position to manipulate accounting records and prepare
fraudulent financial statements by overriding controls that otherwise appear to be operating
effectively.
Responses:
We evaluated the design and the implementation of internal controls that mitigate fraud and
non-compliance risks, such as processes related to journal entries and estimates;
We performed a data analysis of high-risk journal entries (adjustments to initially recorded
changes in fair value of investment property above a threshold). Further we evaluated the key
estimate valuation of property investments and other judgments for bias by the Board of
Management. This included a retrospective review of prior years’ estimates; and where we
identified instances of unexpected journal entries or other risks through our data analysis, we
performed additional audit procedures to address each identified risk, including testing of
transactions back to source information.
Revenue recognition (a presumed risk)
Risk:
We identified a fraud risk in relation to the recognition of rental income. This risk inherently
includes the fraud risk that management deliberately overstates rental income, throughout the
period, as management may feel pressure to achieve the communicated expectations for
revenue related metrics for the current year.
Responses:
We have evaluated the design and implementation of relevant controls related to the recognition
of rental income;
We have performed test of details on rental income where we traced back the recognized
income to underlying agreements and/or indexation letters;
We have identified manual journal entries and other adjustments related to rental income with
characteristics that make them susceptible to fraud and tested the appropriateness of these
entries and adjustments; and
We assessed the adequacy of the Company’s disclosure with respect to rental income in
relation to EU-IFRS.
Our evaluation of procedures performed related to fraud and non-compliance with laws and
regulations did not result in a key audit matter.
We communicated our risk assessment, audit responses and results to the Board of Management
and the Supervisory Board.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and
noncompliance that are considered material for our audit.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the supervisory board. The key audit matters are not a comprehensive reflection of
all matters discussed.
Fair value of investment properties (
€
90.8 million)
Description and reason this is a key audit matter
Investment properties represent €90.8 million (94% of total assets) and are measured at fair
value under IAS 40 and IFRS 13, classified as Level 3. Board of Management engaged two
independent external valuers, Cushman & Wakefield and Envalue. The commercial portfolio
is valued using the capitalisation approach and discounted cash flow method; the Hoofddorp
D1+D3 properties are valued under the highest-and-best-use principle using the residual value
method, assuming residential redevelopment commencing June 2029. Given the materiality of
the balance and the subjectivity of the underlying assumptions, we consider this a key audit
matter.
How our audit addressed this matter
We assessed the competence, objectivity and independence of the external valuers in
accordance with NV COS 620, which is based on International Standards of Auditing 620. We
obtained the valuation reports and evaluated whether the methodologies applied are consistent
with IAS 40, IFRS 13 and IVS. We challenged key assumptions — including estimated rental
values, gross initial yields and vacancy rates — against available market data. For the
Hoofddorp D1+D3 residual value model, we assessed the reasonableness of the projected sales
price, construction costs, risk reduction factor and development timeline. We also assessed the
adequacy of disclosures under IFRS 13 and IAS 40.
Accounting for Reverse Acquisition, Business Combinations (IFRS 2, IFRS 3 and IFRS
10)
Description and reason this is a key audit matter
FY 2025 involved three significant transactions. The reverse listing is accounted for under
IFRS 2 Share-based Payment; the KCN Group and Van Boom & Slettenhaar acquisitions are
accounted for as business combinations under IFRS 3 Business Combinations. Each transaction
required significant Board of Management judgement on control assessment, fair value
measurement and the determination of the resulting expenses or goodwill.
The reverse listing (30 June 2025) involved the legal demerger of the former privately held ER
Capital N.V., whereby all its assets and liabilities were transferred to three subsidiaries of Titan
N.V. The Board of Management determined that Titan N.V. does not constitute a business as
defined under IFRS 3, as it held no active operations and no substantive processes at the
transaction date. Accordingly, the transaction is accounted for under IFRS 2 Share-based
Payment rather than IFRS 3. Under this approach, the deemed cost of the combination is
measured as the excess of the fair value of the equity instruments that ER Capital N.V. (old)
would hypothetically have had to issue to give Titan’s existing shareholders their post-
transaction proportionate interest, over the fair value of Titan’s identifiable net assets. The
excess of €1.8 million is recognised as a listing service expense in profit or loss in the period,
reflecting the economic substance of acquiring a stock exchange listing. Titan N.V. is a non-
operating shell (not a business), therefore IFRS 3 is not applicable, and the transaction is
accounted for under IFRS 2 as a listing service and the transaction is a reverse acquisition.
The KCN Group acquisition (December 2025) involved de facto control at a 32% indirect
interest under IFRS 10 Consolidated Financial Statements, full goodwill method for the 68%
NCI, a fair value uplift on investment property of €1.3 million, related DTLs of €1.7 million
and goodwill of €129k. The Van Boom & Slettenhaar acquisition (January 2025) resulted in
goodwill, with 51% of shares prepaid but not yet legally transferred at the acquisition date.
Given the complexity and the risk of material misstatement in the resulting balances, we
consider this a key audit matter.
How our audit addressed this matter
We reviewed all relevant transaction documentation, the notarial deed of demerger, share
purchase agreements and Board of Management’s accounting position papers. For the reverse
listing, we assessed Board of Management’s determination that Titan N.V. does not constitute
a business under IFRS 3 and evaluated the consequent application of IFRS 2. We independently
verified the calculation of the deemed cost, including the fair value of the hypothetical equity
instruments issued by ER Capital N.V. (old) and the fair value of Titan’s net identifiable assets,
and assessed the resulting €1.89 million listing service expense recognised in profit or loss. We
further assessed that the listing service expense is fully recognised in profit or loss, with the
corresponding credit reflected in equity (share premium).
For the KCN Group, we evaluated the de facto control assessment under IFRS 10 and
independently assessed the completeness and accuracy of the purchase price allocation,
including the NCI fair value measurement and related DTLs. For Van Boom & Slettenhaar, we
assessed the recognition of the prepaid 51% interest and the determination of goodwill. For all
transactions, we assessed compliance of the disclosures with IFRS 2 Share-based Payment,
IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements.
Recognition and measurement of deferred tax liabilities (€7.2 million)
Description and reason this is a key audit matter
Deferred tax liabilities increased from €4.0 million to €7.2 million in 2025, comprising three
components: the temporary difference on investment properties (book value €59.7M versus
fiscal value €44.1M, DTL €4M), DTLs recognised on business combination PPAs (€3.1M) and
a fiscal maintenance provision in ERC Vastgoed IX B.V. (€139k). The measurement is directly
interdependent with Key Audit Matter 1 (fair value of investment properties) and Key Audit
Matter 2 (business combinations), as the PPA fair values directly determine the IFRS 3-related
DTLs. Additional judgement is required on the IAS 12 sale presumption for investment
properties and the permissibility of offset within the relevant fiscal unity structures. Given this
interdependency, the complexity of the calculations and the materiality of the balance, we
consider this a key audit matter.
How our audit addressed this matter
We reconciled the book and fiscal values of investment properties and PPA-related assets to
the underlying financial statements, tax returns and computation schedules. We evaluated
Board of Management's application of the IAS 12 sale presumption and verified that the 25.8%
tax rate reflects the enacted rate as at 31 December 2025. We independently verified the DTLs
arising from the KCN Group PPA and the DTLs arising from temporary difference on
investment properties. We assessed the permissibility of offset between deferred tax assets and
liabilities within the fiscal unity structures and evaluated the adequacy of disclosures in Note
16.
Going concern and liquidity position
Description and reason this is a key audit matter
We identified the assessment of the Company’s ability to continue as a going concern, in the
context of liquidity and funding risks, as a key audit matter.
The Board of Management has prepared the financial statements on a going concern basis. As
disclosed in note Going Concern and liquidity in page 41, management has identified events
and conditions relating to the Company’s liquidity position and forecast cash flows, including
the need for continued execution of planned transactions and access to external financing.
Management has assessed these matters and concluded that they do not give rise to significant
doubt about the Company’s ability to continue as a going concern.
As at 31 December 2025, shareholders’ equity amounts to €2.96 million compared to total
assets of €96.9 million (equity ratio of approximately 0.03). The Company recorded a net loss
of €6.7 million in 2025 (2024: €1.9 million) and reports negative operating cash flows. Free
cash amounts to €1.1 million, of which €652k is restricted under the HypoNOE facility. The
current portion of interest-bearing loans amounts to €6.75 million, including Mortgage Loans
VV and GD (€3.1 million combined) maturing in September 2026.
The Company’s cash flow projections indicate that sufficient liquidity is maintained throughout
the forecast period, supported by existing cash balances at both entity and consolidated level.
In addition, management has incorporated expected funding inflows from existing investors,
including KCN and Borrel and De geusselt, based on prior funding patterns and ongoing
relationships. Historically, the Group has demonstrated its ability to secure funding when
required, which supports the assumptions applied in the forecasts.
While the availability of future funding remains subject to investor willingness and market
conditions, the Group is not solely dependent on obtaining additional financing to meet its
obligations within the forecast period. Accordingly, management considers the liquidity
position to be adequate.
These circumstances required significant judgement by the Board of Management in assessing
the Company’s ability to continue as a going concern, particularly in relation to forecast cash
flows, the timing and feasibility of planned transactions, the availability of refinancing for
existing debt obligations, and the effectiveness of mitigating measures. Based on the audit
evidence obtained, we consider management’s assessment to be reasonable and conclude that
no material uncertainty exists that would require separate disclosure under ISA 570.
Accordingly, the use of the going concern basis of accounting is appropriate. Given the level
of judgement involved and the sensitivity of the underlying assumptions, we considered this
matter to be a key audit matter.
How our audit addressed this matter
Our audit procedures included, among others, obtaining and evaluating the Board of
Management’s going concern assessment and the underlying cash flow forecasts covering a
period of at least twelve months from the date of approval of the financial statements. We
assessed whether management’s assessment included all relevant information of which we
became aware as a result of our audit.
We evaluated the methodology applied in the preparation of the forecasts and assessed the
reasonableness of key assumptions, including projected rental income, operating costs,
scheduled debt repayments and anticipated refinancing activities.
We specifically assessed the feasibility of refinancing the Mortgage Loans VV and GD
maturing in September 2026, taking into account the Company’s current financial position,
prevailing market conditions and historical refinancing track record. We evaluated compliance
with loan covenants and assessed the level of headroom across all loan facilities. We also
verified that restricted cash of €652k under the HypoNOE facility was appropriately excluded
from available liquidity.
In addition, we performed sensitivity analyses on the most significant assumptions, including
potential decreases in property values and increases in vacancy rates, to assess the robustness
of management’s assessment under reasonably possible downside scenarios. We further
assessed the status and feasibility of planned transactions and financing arrangements that are
critical to the Company’s liquidity position.
We also considered whether additional facts or information became available after
management’s assessment date that may affect the going concern assumption, and we remained
alert throughout the audit for indicators of events or conditions that may give rise to significant
doubt.
Finally, we evaluated whether the disclosures in the financial statements adequately describe
the relevant facts and circumstances in accordance with the applicable financial reporting
framework. Based on the audit evidence obtained, we consider the use of the going concern
basis of accounting to be appropriate and the related disclosures to be adequate.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our
auditor's report thereon.
Based on the following procedures performed, we conclude that the other information:
-
is consistent with the financial statements and does not contain material misstatements;
-
contains all the information regarding the Board of Management report and the other
information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720, which is based on International Standard on
Auditing (ISA) 720 (Revised). The scope of the procedures performed is substantially less than
the scope of those performed in our audit of the financial statements.
The Board of Management is responsible for the preparation of the other information, including
the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other
information as required by Part 9 of Book 2 of the Dutch Civil Code and applicable European
Union laws and regulations.
Internal risk management and control systems (the 'VOR')
The Board of Management's statement on the internal risk management and control systems
(the 'VOR') is included in the chapter on risk factors of the annual report, as required by the
Dutch Corporate Governance Code 2025. As part of our audit procedures, and in accordance
with Dutch Standard 720, which is based on International Standard on Auditing (ISA) 720
(Revised), 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 Board of Management, review of board and supervisory
board minutes, and inspection of risk registers and internal control documentation.
We have assessed whether the statement is consistent with the information obtained during our
audit and whether anything has come to our attention that causes us to believe that the statement
is materially inconsistent with our knowledge obtained during the audit.
Based on these procedures, nothing has come to our attention that causes us to believe that the
Board of Management’s statement on the internal risk management and control systems is
materially inconsistent with the information obtained during our audit.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the supervisory board as auditor of ER Capital NV on 11 November 2025,
as of the audit for the year 2025 and have operated as statutory auditor ever since that financial
year. This is our first year of engagement, concluding with the issuance of this auditor's report.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
ER Capital N.V. has prepared its annual report in ESEF. The requirements for this are set out
in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on
the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by ER Capital NV,
complies in all material respects with the RTS on ESEF.
Board of Management is responsible for preparing the annual report including the financial
statements in accordance with the RTS on ESEF, whereby Board of Management combines the
various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report
in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard
3950N 'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een
digitaal verantwoordingsdocument' (assurance engagements relating to compliance with
criteria for digital reporting).
Our examination included among others:
-
Obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
-
Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTs on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
-
Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files have been prepared in accordance with the technical
specifications as included in the RTS on ESEF;
-
Examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of Board of Management
and the supervisory board for the financial
statements
The Board of Management is responsible for the preparation and fair presentation of the
financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, the Board of Management is responsible for such internal control as the
Board of Management determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Board of Management is responsible
for assessing the company's ability to continue as a going concern. Based on the financial
reporting frameworks mentioned, the Board of Management should prepare the financial
statements using the going concern basis of accounting, unless Board of Management either
intends to liquidate the company or to cease operation, or has no realistic alternative but to do
so.
The Board of Management should disclose events and circumstances that may cast significant
doubt on the company's ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means
we may not detect all material misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements. The materiality affects the nature, timing and
extent of our audit procedures and the evaluation of the effect of identified misstatements on
our opinion.
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing (NV COS), which are
based on the International Standards on Auditing (ISA), and in compliance with relevant ethical
requirements, including the IESBA Code of Ethics for Professional Accountants, and
independence requirements.
Our audit included among others:
-
identifying 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 detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;
-
obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control;
-
evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by Board of Management;
-
concluding on the appropriateness of Board of Management’s use of the going concern
basis of accounting, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause a company to cease to continue as a going
concern.
-
evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
-
evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the supervisory board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant findings
in internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities. The information included in
this additional report is consistent with our audit opinion in this 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 relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial statements.
We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Larnaca, 29 April 2026
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/s/ drs. A. Hasko RA
/s/ GCP Auditors Ltd