XAMS:LVIDE ESEF Annual Report
Lavide Holding N.V. (XAMS:LVIDE)
ESEF Annual Report
2025-05-20
For: 2024-12-31
View Original
Added on
September 21, 2026
Annual Report 2024
Lavide Holding N.V.
Leidsevaartweg 99
2106AS Heemstede
The Netherlands
25 April 2025
[Category]
Lavide Holding N.V.
2
Contents
Foreword by the CEO 3
Management Report 4
Report of the Supervisory Board 7
Directors’ Remuneration Report 9
Board of Directors 10
Supervisory Board 11
Corporate Governance 12
Risk Management 16
Director’s Statement 18
Financial statements 19
Consolidated financial statements 20
Separate financial statements 45
Other information 55
Independent Auditor’s Report 56
Lavide Holding N.V.
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Foreword by the CEO
Dear shareholders,
On behalf of the entire organization, it is my pleasure to present to you the 2024 annual report,
including the audited consolidated and separate financial statements of Lavide Holding N.V.
(“Lavide” or the “Company”).
Our focus during the first quarter of 2025 has remained on laying the foundation to restoring Lavide’s
listing on Euronext Amsterdam and ensuring the Company’s liquidity for the upcoming year and the
deployment of our strategic plans. As previously announced, these efforts led to the appointment of
EY Accountants B.V. (“EY”) as our new audit firm licensed to perform legal audits at a public interest
entity in the Netherlands (“PIE audit firm” or “audit firm”) and ABN AMRO Corporate Broking Services
as our new listing and paying agent on Euronext Amsterdam.
After the successful completion of the 2023 and 2024 audit, Lavide can finally look forward and focus
on its future as investment holding in the Dutch capital markets ecosystem.
Thijs Groeneveld
CEO Lavide Holding N.V.
Lavide Holding N.V.
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Management Report
This is the report of the Board of Directors (Raad van Bestuur) of Lavide within the meaning of
Section 2:391 Dutch Civil Code. In this report the Board of Directors shall analyse the condition of
the Company on the balance sheet date of 31 December 2024, the developments during the financial
year 2024 and the results.
Since 2019, Lavide has not conducted any business activities. Since his appointment in 2023, the
previous Board of Directors, led by CEO Diede van den Ouden, outlined a plan to transform Lavide
into a publicly listed financing firm, in line with the latest version of the Company’s articles of
association of 20 December 2016, with the idea to offer financing solutions and consulting services
to publicly traded companies. However, due to the risks and uncertainties surrounding Lavide’s
future on Euronext Amsterdam related to the absence of audited financial statements, no activities
took place in 2023 and 2024. The previous Board of Directors prioritised the audit as an essential
first step, recognising that without audited financial statements, Lavide would have no future. As the
newly appointed Board of Directors as of January 2025, we share this view and remain committed
to ensuring compliance with applicable rules and regulations, thus establishing a solid foundation
for Lavide’s future expansion. At the time of this annual report, we successfully completed the audit
2023 as communicated in our publication in March 2025.
This Annual Report 2024 includes the consolidated and separate financial statements of Lavide
Holding N.V. In the consolidation is included Lavide and its fully owned subsidiaries FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V. (the “Group”). The three subsidiaries as established
in 2022 did not conduct any business activities during the financial year 2023 and 2024, and the
balance sheet positions, income statements and results of these subsidiaries as per the end of the
reporting year reflected such non-trading status. The Company nor the Group is subject to the
structural regime (structuur regime).
In 2024 the Company did not employ or engage based on a mandate contract (overeenkomst van
opdracht) any individual except for the sole member of the Board of Directors and the three members
of the Supervisory Board.
Furthermore, the Board of Directors notes that in 2024 the Company:
¾ Did not deploy any business activities, despite the initial proposal drafted by the previous Board
of Directors,
¾ Did not develop nor implement any investment or financing policy as a result of the proposed
activities by the previous Board of Directors,
¾ Did not publish a Corporate Governance Framework in line with the Dutch Corporate
Governance Code,
¾ Did not establish a Risk Assessment Framework, given the lack of business activities,
¾ Did not engage in any Research and Development, due to the absence of business activities,
¾ Did not implement a Code of Conduct, given the lack of staff,
¾ Did not adopt any Diversity & inclusion Policies, due to the absence of staff,
¾ Did not define a Company culture or guiding principles, given the lack of employees,
¾ Secured both new equity capital as well as short-term financing from shareholders to ensure
sufficient working capital for 2024, with all transactions processed in this annual report. These
arrangements provided sufficient liquidity for the operational cash flow of the Company, in view
of the operational expenses required to maintain sufficient levels of capital and liquidity.
The Board of Directors reports on the following important developments occurring during the fiscal
year 2024 in respect of the Company.
In the last quarter of 2023, Lavide Holding received the commitment of GCP Auditors Ltd of Cyprus
to carry out the statutory audit of the financial statements of Lavide Holding for the fiscal year 2023
and onwards. Based on the commitment letter of this auditors’ organisation, Euronext Amsterdam
confirmed early 2024 to suspend the delisting process of Lavide Holding.
Lavide Holding N.V.
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As a condition to the carrying out of the audit of Lavide Holding’s by GCP Auditors, this firm was
required to be registered in the public register of the Authority Financial Markets of auditors’
organisations that are authorised to carry out the audit of public interest entities.
By letter of engagement dated 8 July 2024 of GCP Auditors to Lavide Holding N.V. GCP Auditors
had been instructed to carry out the audit as independent external auditor of the financial statements
of Lavide Holding N.V. for the year 2023, and subsequent years under the terms and conditions of
the Engagement Letter. As a condition to the carrying out of the instruction by GCP Auditors, the
firm was required to be included in the public register maintained by the Authority Financial Markets
of the Netherlands for audit organisations that are authorised to perform audits on the financial
statements of public interest entities (PIEs). During the fiscal year 2024, GCP Auditors did not obtain
the authorisation to carry out the audit of Dutch PIEs and was unable to operate in the Netherlands
as audit organisation for PIEs.
On 30 April 2024, Lavide Holding N.V. (Lavide) filed its prepared annual financial statements with
the Authority for the Financial Markets (AFM). The AFM had determined on 10 October 2024 that
this filing does not meet the legal requirements of the Financial Supervision Act (Wft) and that Lavide
has violated the obligation to properly make its annual financial reporting generally available. The
AFM has issued on 10 October 2024 Lavide with a warning in accordance with the enforcement
policy of the AFM and the Dutch Central Bank.
In September 2024 Haerlem Capital committed to provide part of the necessary working capital for
the intended changes at Lavide Holding and became shareholder of Lavide Holding in the course of
2024.
All this led to the conclusion of a subscription agreement dated 4 October 2024 between Lavide
Holding and Haerlem Capital to invest an amount of EUR 500,000 against the issue of 1,000,000
ordinary B shares. Haerlem Capital was given the authority to nominate for appointment by the
general meeting of shareholders (‘General Meeting’) one or more members of the Board of Directors
and one or more members of the Supervisory Board. In doing so, Haerlem Capital planned to
achieve with Lavide Holding several milestones for the Company as a condition to providing working
capital financing, namely:
¾ Preparing the appointment of an external auditor with authority to audit the financial
statements of a Dutch public-interest entity;
¾ Having a listing agent Euronext Amsterdam appointed;
¾ Initiating the preparation of the 2023 financial statements in such a form that the external
auditor can conduct the audit thereon that can be presented to the General Meeting for
adoption;
¾ Setting up the governance and risk management organisation simultaneously and directing
internal reporting routines to a future-proof environment.
Effective 14 November 2024, the new CEO nominated by Haerlem Capital, Mr. Thijs Groeneveld
was appointed by the General Meeting. On that day, it was also announced that Haerlem Capital
has provided an advance to Lavide Holding on the subscription price for the common B Shares to
be issued to Haerlem Capital. A resolution was adopted by the General Meeting on 18 December
2024, authorising the Board of Directors to issue (rights to) shares in a range between 1,000,000
and 3,000,000 ordinary shares. At that meeting, the General Meeting also resolved to appoint Ms.
Pieternel Hummelen as a new member of the Supervisory Board, based on the proposed nomination
by Haerlem Capital.
Prior to the shareholders’ meeting on 18 December 2024, Lavide announced that EY Accountants
B.V. was proposed as the external auditor with the instruction to audit the 2023 and 2024 financial
statements. EY Accountants B.V. was instructed by the General Meeting in its resolution at the
extraordinary meeting of 14 January 2025. At the occasion of that meeting Mr Mario Natella was
appointed as member of the Board of Directors in the role of Chief Operating Officer. Furthermore,
it was announced on 10 December 2024 that ABN AMRO Corporate Broking Team & Issuer
Services has been engaged as the new listing agent of Lavide Holding.
On 20 December 2024, Lavide Holding announces that Haerlem Capital has acquired an interest of
14.871% in the issued share capital by issuing one million shares in the capital of Lavide Holding at
an issue price of EUR 0.50 per share.
Lavide Holding N.V.
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In addition, the subscription agreement has an option right to acquire one million newly to be issued
ordinary shares at an issue price of EUR 0.50 by Haerlem Capital.
Lavide did not have any income in the 2024 financial year. This means that the organisation had to
implement a strict spending policy, limiting the Company's costs to the absolute minimum.
The Company's expenditure mainly involved the mandatory fees to Euronext Amsterdam, banking
costs, the compensation for the members of Supervisory Board and the costs of organising the
annual meeting and the extraordinary meeting of shareholders. No compensation has been paid out
to the Board of Directors. However, operational expenses were financed by drawing on the credit
facilities provided to the Company by Kennie Capital B.V. and Crazy Duck B.V. The new Board of
Directors converted these credit facilities into a fixed loan, which will have to be repaid by 30 June
2025. As per the loan agreements, the Board of Directors retains the flexibility to extend or convert
the loans by 30 June 2025.
Lavide's result in the 2024 financial year was in line with the Company's result for the 2023 financial
year, namely that there was a loss due to the lack of income.
Because Haerlem Capital made capital contributions totalling EUR 500,000 in December 2024
pursuant to the subscription agreement dated 4 October 2024, the Company’s equity position
improved in material respect per the end of 2024.
It will be the further priority of the Board of Directors to contribute to the further enactment of the
necessary steps to ensure the growth of the business and the stable value of the shares in the capital
of the Company.
25 April 2025
___________________
___________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
Lavide Holding N.V.
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Report of the Supervisory Board
This is the report of the Supervisory Board (Raad van Commissarissen) of Lavide to the Annual
Report 2024 of Lavide.
During the fiscal year 2024, the Supervisory Board consisted of three Dutch individuals, one female
and two males. The Board was composed by Mr Engele Wijnsma (born 1968), chairman of the
Supervisory Board, Ms Jitske Overboom (born 1984), ordinary member and Mr Arnoud Jullens (born
1982), ordinary member. Mr. Wijnsma being first appointed in 2015 and being reappointed for a
second and third four-year term in 2018 respectively 2022, Ms Overboom and Mr. Jullens in their
first four-year term on 27 December 2022. None of the members of the Supervisory Board are
affiliated with the business of the Company or have a participating interest in the capital of the
Company. Otherwise in the opinion of the Supervisory Board, the Supervisory Board meets the
criteria of independence as set out in principles 2.1.7 to 2.1.9 of the Dutch Corporate Governance
Code.
The Supervisory Board met ten times in 2024 with full attendance of the members and upheld a
routine of monthly meetings. In the autumn of 2024, the Supervisory Board’s meetings had been
intensified, in view of the developments in respect of the accession of Haerlem Capital as the new
shareholder of Lavide. This required the Supervisory Board to attend meetings more frequently, in
order to assess the proposals for the financing of Lavide through the issue of additional non-listed
shares, the proposed appointment of Mr. Thijs Groeneveld that would act as the new CEO of Lavide
and the proposal for the appointment of EY as the Company’s new external auditor.
The Supervisory Board has, in view of the size and type of the organisation, not established separate
Audit, Remuneration and Nomination Committees. The engagement with the Board of Directors on
matters concerning the audit, remuneration and nomination (if applicable) is carried out by the full
Supervisory Board. The Company has not established an internal audit department, in view of its
limited size and limited activities of the Company.
The CEO appointed in 2023 (Diede van den Ouden) attended a number of meetings of the
Supervisory Board in the first half year of 2024. He was also involved in the meetings held in the
autumn of 2024 after the proposed accession of Haerlem Capital as the new shareholder of Lavide.
The role of CEO was assumed by Mr. Groeneveld with effect from 14 November 2024 pursuant to
the resolution of the General Meeting. Such resolution had been supported by the Supervisory
Board. The former CEO (Diede van den Ouden) continued to be present at joint meetings of the
Supervisory Board and Board of Directors held in November and December 2024 until his
resignation as member of the Board of Directors with effect from 1 January 2025.
The Supervisory Board has taken the necessary steps to improve the organisation's corporate
governance and anticipates that further refinements of the corporate governance arrangements will
occur in 2025. The Supervisory Board adopted a new Regulation Supervisory Board of Lavide
Holding on 17 December 2024 in which the proceedings of the Supervisory Board, the interaction
between the Supervisory Board and the Board of Directors and the future operation of the various
committees of the Supervisory Board are being laid out. This Regulation of the Supervisory Board
had been adopted with the reconfirmation of the profile of the members of the Supervisory Board
and the revised Remuneration Policy for Lavide for the year 2025.
Based on the services contracts entered into with the members of the Supervisory Board, the
members are remunerated with a fee commensurate to the small size of the business. Such
remuneration is being paid out to the members on a quarterly basis. The profile of the members of
the Supervisory Board and the Company's Remuneration Policy are published on the website. The
Supervisory Board acknowledges and agrees to the remuneration policies as proposed by the Board
of Directors to not compensate members of the Board of Directors or any employees of the Company
with variable remuneration for the fulfilment of tasks and responsibilities during the fiscal year 2025.
The Company did not organise a fully-fledged performance evaluation in the running fiscal year 2024
of the board members but envisages to implement a performance management review cycle from
2025, based on the revised Regulations of the Supervisory Board. In view of the fact that the Board
of Directors did not receive compensation of its tasks and responsibilities carried out in 2024, the
Supervisory Board was not required to assess the remuneration package of the Board of Directors.
Lavide Holding N.V.
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In exercising its supervision of the management of the Company and the enterprise in the fiscal year
2024, the Supervisory Board did identify the bottleneck of the absence of the audit of the financial
statements for the fiscal year 2023 by an auditor’s organisation authorised to audit the financial
statements of public interest entities (PIE).
The strategy to have the audit carried out by the foreign auditor’s organisation engaged by the
Company on 7 July 2024 was supported by the Supervisory Board, albeit that it considered the full
authorisation of this firm to carry out the audit of a Dutch PIE as an important condition. The
Supervisory Board greatly appreciated the efforts made by the Board of Directors but also
acknowledged that the implementation of the relevant strategy was materially dependent on external
factors, being the authorisation of the external auditor’s organisation by the Authority Financial
Markets. The successful completion of this strategy was therefore considered beyond the control of
the Board of Directors.
The Supervisory Board, having considered the draft consolidated and separate financial statements
for the year 2024 as submitted to it, acknowledges that no report is being made by the Board of
Directors as to material changes occurring in the financial condition of the business of Lavide as a
group and is positive about the improvement of the equity position of the Company as result of the
capital contribution by Haerlem Capital. In view of the lack of revenues in 2024, the consequential
negative result is being acknowledged. The Supervisory Board expresses its full appreciation to the
financial management conducted by the Board of Directors to maintain costs of the Company at the
lowest possible levels in order to avoid adverse developments at the financial condition of the
Company. The Supervisory Board recommends to the General Meeting to adopt the consolidated
and separate financial statements for the year 2024.
The Supervisory Board therefore recommends to the General Meeting to discharge the Board of
Directors for its policies and execution thereof for the year 2024 and proposes to the General
Meeting that the General Meeting grants discharge to the members of the Supervisory Board who
were in office in 2024.
25 April 2025
___________________
___________________
Pieternel Hummelen
Jitske Overboom
Chairperson
Member
___________________
Arnoud Jullens
Member
Lavide Holding N.V.
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Directors’ Remuneration Report
This report should be regarded as a report within the meaning of Section 2:135b of the Dutch Civil
Code and Principle 3.4 of the Dutch Corporate Governance Code. It provides an explanation of the
implementation of the remuneration policy for the Board of Directors and the remuneration policy for
the Supervisory Board.
For additional information, we refer to the Company’s website at www.lavideholding.com, where the
Company published:
— the remuneration report, as adopted by the General Meeting of Shareholders on 11 June
2024, and
— the latest remuneration policy for both the Board of Directors and the Supervisory Board, as
adopted by the General Meeting of Shareholders on 14 January 2025.
Lavide Holding N.V.
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Board of Directors
Diede van den Ouden
• Chief Executive Officer until 31 December 2024
• Resigned per 1 January 2025
Thijs Groeneveld
Chief Executive Officer as from 14 November 2024
Mario Natella
Chief Operating Officer as from 14 January 2025
Lavide Holding N.V.
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Supervisory Board
Engele Wijnsma
Member and Chair until 31 December 2024
Resigned per 1 January 2025
Jitske Overboom
Member as from 27 December 2022
Arnoud Jullens
Member as from 27 December 2022
Pieternel Hummelen
Member and Chair as from 1 January 2025
Lavide Holding N.V.
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Corporate Governance
Lavide is a Dutch public limited liability company listed on Euronext Amsterdam since 1998. After
selling its last operating subsidiaries in 2018, Lavide became an empty shell company but
maintained its listing on Euronext Amsterdam.
General Meeting
Unless provided for otherwise in the Dutch Civil Code or the Articles of Association, any resolutions
by the General Meeting are being taken with ordinary majority of votes cast during the General
Meeting.
General Meetings are being convened by publication of the notice of convocation together with an
agenda and the distribution of the notice through the services of the listing agent with a notice period
of at least 60 calendar days.
The General Meeting is being chaired by the chairperson of the Supervisory Board. In his absence
the other members of the Supervisory Board may propose an alternate chairperson for the General
Meeting.
The General Meeting is convened for its annual meeting each year in the first half year of the running
fiscal year, in order to consider and evaluate the Annual Report for the preceding fiscal year. The
General Meeting may be convened more often for Extraordinary General Meetings, to address
specific matters as being proposed by the Board of Directors or the Supervisory Board.
Shareholders representing one percent (1%) of the issued capital may request the Board of Directors
to add proposals to the agenda of a General Meeting, provided that such a request is submitted to
the Board of Directors at the Company's office at least fifty days prior to the day on which a General
Meeting is to be held.
Shareholders representing at least 10% off the issued capital of the Company may, upon obtaining
injunctive relief (voorlopige voorziening) from the President District Court be authorised
(gemachtigd) to convene a General Meeting.
Board of Directors and Supervisory Board
Lavide upholds a two-tier board structure, with the Board of Directors exercising the executive tasks
and responsibilities, and the Supervisory Board being responsible for the supervision of the fulfilment
of the tasks and responsibilities of the Board of Directors, and the providing of advice to the Board
of Directors. Lavide’s governance is furthermore determined by the role of shareholders, holding
certain significant stakes in the share capital of the Company. Lavide does not have a workers’
council, in view of the fact that the Company did not have employees in the fiscal year 2024.
Members of the Board of Directors and members of the Supervisory Board are engaged with Lavide,
in compliance with the relevant provision of Section 2:132(3) the Dutch Civil Code, on the basis of a
mandate agreement (overeenkomst van opdracht), and not on the basis of an employment contract.
Members of the Board of Directors are being appointed, and their statutory position may be
suspended and dismissal of the members of the Board of Directors by the General Meeting.
Members of Supervisory Board are being appointed by the General Meeting based on a
recommendation made by the Supervisory Board. Their statutory position may be suspended and
dismissal of the members of the Supervisory Board is made by the General Meeting.
The recommendation of the Supervisory Board to appoint a member, must be guided by a
notification about the age, the (other) employment, the number of shares the candidate holds in the
capital of the Company and other functions upheld or having upheld which are of significance for the
fulfilment of the function of member of the Supervisory Board.
Lavide Holding N.V.
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In addition, the General Meeting obtains information about other positions as Supervisory Board
member with other businesses, and if it concerns functions with legal entities within the same group,
reference needs to be made to the group only.
The recommendation for appointment is being motivated. In the event of re-appointment of a
member of the Supervisory Board, account is being taken to the past performance of the individual
concerned as member of the Supervisory Board.
In the event of (long term) absence of one member of the Board of Directors (ontstentenis of belet),
the other members of the Board of Directors must arrangement for alternates. In the event of (long
term) absence of all the members of the Board of Directors (ontstentenis of belet), the Supervisory
Board shall assume executive responsibility for the management of the Company. The Supervisory
Board may appoint one or more temporary managers in such case.
The remuneration of the members of the Board of Directors (whether fixed remuneration or variable
remuneration) is being determined by the Supervisory Board. The General Meeting resolves on the
remuneration of members of the Supervisory Board.
Application of the Dutch Corporate Governance Code
Lavide adheres and aims to comply with the Dutch Corporate Governance Code (Corporate
Governance Code as adopted by the Monitoring Committee, last version updated 20 December
2022). However, in view of the size of the business and the expected impact of the business of
Lavide on Dutch society, in certain cases deviations from the Dutch Corporate Governance Code
may be decided upon, subject to proper decision making in a joint decision making process between
the Board of Directors and the Supervisory Board, and as properly accounted for in the annual report
from the Supervisory Board following the ‘comply or explain’ principle.
In the fiscal year, in view of the size and complexity of the business, Lavide did not establish a
separate Audit Committee, nor a separate Remuneration and Nomination Committee. This deviation
of the Dutch Corporate Governance Code has been accounted for in the Report of the Supervisory
Board. If applicable, the engagement with the Board of Directors concerning audit, remuneration and
nomination is being carried out by the full Supervisory Board.
Regulations of the Supervisory Board, Profile and Remuneration
The Supervisory Board established on 17 December 2024 its revised Regulations (Reglement van
de Raad van Commissarissen) in which the proceedings, frequency of meetings, convocation, the
interaction with the Board of Directors and the future establishment of the Audit Committee, the
Remuneration and Nomination Committee have been laid down. The revised Regulations became
effective on 1 January 2025.
The Supervisory Board resolved on 17 December 2025 to reconfirm the profile of the members of
the Supervisory Board, in which, among other matters, principles on the proper implementation of
gender balance within the Supervisory Board are being laid out. The gender balance policy of Lavide
is furthermore confirmed in the Regulations of the Supervisory Board and the Regulations of the
Board of Directors.
On the same date the revised Remuneration Policy of the Company has been adopted in which the
principles of Remuneration of the members of the Board of Directors and any further employees of
the Company are being laid down. The Remuneration Policy has been submitted to the General
Meeting.
Regulations of the Board of Directors
On 20 March 2025 the Board of Directors adopted its Regulations of the Board of Directors
(Directiereglement) after these Regulations had been evaluated by the Supervisory Board and
confirmed in the meeting of the Supervisory Board of 3 March 2025.
In the Regulations of the Board of Directors rules are being laid down on the which the proceedings,
frequency of meetings, convocation, the interaction with the Supervisory Board. Furthermore, an
Lavide Holding N.V.
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elaborate profile of the Chief Executive Officer, the Chief Financial Officer and the Chief Operations
Officer is being embedded in the Regulations, together with elaborate description of tasks and
responsibilities.
Conflicts of interest
The procedure on avoidance of conflicts of interest (belangenverstrengeling) has been laid out in
the Regulations of the Board of Directors. The policy and rules on prevention of conflicts of interest
are being laid out as follows.
A member of the Board of Directors immediately reports a (potential) conflict of interest of material
significance to the Lavide Holding and/or to the member concerned to the CEO and provides all
relevant information in this respect. The Board of Directors decides, without the member of the Board
of Directors concerned being present, whether there is a conflict of interest.
A conflict of interest exists in any case if Lavide intends to enter into a transaction with a legal entity
(i) in which a member of the Board of Directors personally holds a material financial interest; (ii) of
which a director has a family law relationship with a member of the Board of Directors; or (iii) in which
a member of the Board of Directors holds a management or supervisory position.
In the event a conflict of interests exists of is likely to exist in respect of the CEO, then the
Chairperson of the Supervisory Board will be requested to provide guidance as to the decision
making process within the Board of Directors as regards the matter about which the conflict of
interest concerning the CEO exists or may arise. A member of the Board of Directors shall not
participate in the discussion and decision-making on a subject or transaction in which he has a
conflict of interest with Lavide.
Reserved Matters requiring involvement Supervisory Board
In accordance with Article 17.5 of the articles of association of the Company (the “Articles of
Association”) the Supervisory Board shall be required to approve the following decision of the Board
of Directors:
¾ The issue or the obtaining of shares in or debt instruments issued by the Company or debt
instruments issued by a limited liability partnership in which the Company is jointly and
severable liable;
¾ The granting of cooperation to the issue of depositary receipts of shares in the capital of the
Company;
¾ The request of or the cancellation of the listing of shares in the capital of the Company at
any regulated market;
¾ The entering into or termination of a durable cooperation of the Company or an affiliated
entity with any other legal entity or limited liability partnership respectively the entering into
the assumption of joint and several liability in a limited liability partnership, to the extent such
entering into or termination is of significant importance to the Company;
¾ The participation by the Company or an affiliated entity in the capital of another company
with a value exceeding one fourth of the outstanding share capital of the Company and its
reserves in accordance with the balance sheet with explanatory notes of the Company or
the significant increase or decrease of such participation;
¾ Investments by the Company which exceed one fourth of the outstanding share capital and
the reserves of the Company in accordance with the balance sheet with explanatory notes;
¾ A proposal to amend the Articles of Association;
¾ A proposal for the voluntary liquidation of the Company;
¾ The request for the bankruptcy of the Company or a moratorium of payments (surséance
van betaling);
¾ The termination of the employment of a significant number of the Company’s employees or
an affiliated entity simultaneously or within a short time frame;
¾ A significant change in the employment conditions of a large number of employees of the
Company or an affiliated entity;
¾ A proposal to decrease of the issued share capital;
¾ Significant changes to the legal structure or the activities of the Company.
Lavide Holding N.V.
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Furthermore, the Supervisory Board is required to approve any intended resolutions of the Board of
Directors concerning legal acts as specified by the Supervisory Board in a written notification to the
Board of Directors. No written notification about the approval by the Supervisory Board of certain
resolutions of the Board of Directors concerning legal acts have been issued in the fiscal year 2023.
Finally, the approval of the Supervisory Board shall be required for any contemplated resolution by
the Board of Directors concerning an important alteration of the identity or the nature of the Company
or its business, which includes, but is not limited to:
¾ Transfer of a significant part or the whole of the business of the Company
¾ The engagement or termination by the Company or an affiliated entity with another legal
entity or the becoming of fully liable partner in a limited liability partnership if such
engagement or termination is of material importance for the Company;
¾ The participation or sale of a holding in the capital of another company by the Company or
an affiliated entity which exceeds one third of the assets of the Company in accordance with
its latest balance sheet and explanatory notes.
Lavide Holding N.V.
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Risk Management
Introduction – Risk Management Framework going forward
The Board of Directors and the Supervisory Board take their responsibilities for risk management
and the implemented risk control and monitoring systems within the organisation seriously. Lavide
places great importance on effective risk management and control and ensures their continuous
development and optimisation.
In late 2024, the Board of Directors adopted a comprehensive Governance Handbook 2024
addressing in elaborate chapters the risk management policies and procedures with Lavide. Among
other matters, the Governance Handbook covers the following risk areas:
1. Strategic Risks
a. Investment Evaluation
b. Portfolio Diversification
c. Performance Monitoring
2. Financial Risks
a. Company Evaluation
b. Debt and Leverage
c. Currency and Interest rate Exposure
3. Operational Risk
a. Regulatory Compliance
b. Legal Contracts and Documentation
c. IT and Automated Environment
4. Reputational Risks
a. Stakeholder Communication
b. Media Monitoring
c. Corporate Social Responsibility (CSR)
The risk policies are being monitored and oversight on risk manifestation is supported by a
monitoring process, including a Risk Register, Risk Scoring and Assessment and Internal Reporting
and Audits. It is expected that commensurate to the size and complexity of Lavide’s business, in the
future a separate internal audit function will be established within the organisation.
The revised risk management framework became effective from 1 January 2025 going forward.
Risk management fiscal year 2024
The Board of Directors believes that the internal risk management and control systems, provide a
reasonable level of assurance that the financial reporting does not contain any material
misstatements and that these systems functioned properly during the reporting year.
There are no indications that these systems will not function properly in the coming year as the
overhauled risk management policies and processes will be commensurate to the future
development of Lavide’s business.
Lavide's main risks in the fiscal year 2024 concerned the bottlenecks regarding compliance with
laws and regulations for listed companies, with the main issue being that the Company had not been
able to appoint an external auditor in previous financial years who was authorised to carry out the
audit of a public interest organisation.
Lavide Holding N.V.
17
Non-financial risks
The non-financial risk of constraints as regards the continuation of the listing at Euronext Amsterdam
could be seen as a continuing existential threat to the Company as also had been addressed in
2023. The path taken by Euronext Amsterdam with regard to the proposed delisting of companies
listed on this regulated market posed a serious risk to the Company. By their very nature, all efforts
and risk management measures were aimed at keeping this risk manageable.
There was a direct link between this bottleneck and the risk to the Company's reputation, given the
impact that the various consequences of the Company's disappearance as a listed Company would
have on the Company's continued existence and the interests of Lavide's existing shareholders.
Financial risks
With regard to the management of financial risks, a number of risk management measures have
ensured their manageability. This concerns the application of a very conservative spending pattern,
securing sufficient credit facilities to finance the Company's inherently low expenses and monitoring
the Company's cash position. Counterparty credit risk exposures were predominantly towards the
two (supervised) electronic money institutions acting as the institutions providing payment services
and a deposit function. The Company's solvency risk could be managed by avoiding entering into
long-term payment obligations. The liquidity risk was made manageable by securing sufficient credit
facilities.
Operational risks
In the 2024 fiscal year, Lavide is a small organisation, with a small workforce and limited resources
for managing the Company. The main operational bottlenecks concerned the organisation of the
payment infrastructure and the design of the administrative role of the listing agent. Given the
Company's placement on the penalty bench of Euronext Amsterdam and the resulting suspension
of new share issues, there was no question of a progressive increase in the settlement risk or the
risk of infrastructural bottlenecks with regard to the listing on Euronext Amsterdam and the trading
of Lavide's shares on it.
Lavide Holding N.V.
18
Director’s Statement
In compliance with its statutory obligations under Section 2:101, Paragraph 2 of the Dutch Civil Code
and Section 5:25c, Paragraph 2, Subsection c of the Financial Supervision Act, the Board of
Directors declares that, to the best of its knowledge:
— The financial statements provide a true and fair view of the assets, liabilities, financial
position, and results of the Company and the entities included in the consolidation; and
— The management report provides a true and fair view of the Company's position as at 31
December 2024, as well as the course of business during the 2024 financial year for the
Company and its affiliated entities, reflecting the information included in the financial
statements, and that the management report describes the material risks faced by the
issuing institution.
Furthermore, the Board of Directors declares that, to the best of its knowledge:
— The report provides sufficient insight into deficiencies and the effectiveness of the internal
risk management and control systems;
— The aforementioned systems provide a reasonable level of assurance that the financial
reporting does not contain any material misstatements; and
— The report discloses the material risks and uncertainties relevant to the assessment of
Lavide’s continuity for the twelve-month period following the preparation of the report.
25 April 2025
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
Lavide Holding N.V.
19
Financial statements
— Consolidated financial statements
— Separate financial statements
Lavide Holding N.V.
20
Consolidated financial statements
— Consolidated statement of financial position as at 31 December 2024
— Consolidated statement of comprehensive income for the year 2024
— Consolidated statement of changes in equity for the year 2024
— Consolidated statement of cash flows for the year 2024
— Notes to the consolidated financial statements
Lavide Holding N.V.
21
Consolidated statement of financial position as at 31 December 2024
31 December 2024
31 December 2023
Note
€
€
Assets
Trade and other receivables
Cash and cash equivalents
3
Current assets
Total assets
Equity
4
Share capital
Share premium
Other reserves
(75,565,939 )
(75,347,353 )
Profit or loss for the year
(326,049 )
(218,586 )
Total equity attributable to the owners of the
Company
1
(149,988 )
(323,939 )
Current liabilities
Loans and borrowings
5
Trade and other payables
6
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
1
“Company” refers to Lavide Holding N.V.
Lavide Holding N.V.
22
Consolidated statement of comprehensive income for the year 2024
2024
2023
Note
€
€
Operations
Revenue
8
Administrative expenses
9
(298,193 )
(201,902 )
(298,193 )
(201,902 )
Operating loss
(298,193 )
(201,902 )
Net finance costs
10
(27,856 )
(16,684 )
Loss before taxation
(326,049 )
(218,586 )
Income tax expenses
31
Loss after taxation
(326,049 )
(218,586 )
Total comprehensive loss attributable to the
owners of the Company
(326,049 )
(218,586 )
Earnings per share attributable to equity holders
16
Basic earnings per share
(0.05 )
(0.04 )
Diluted earnings per share
(0.04 )
(0.03 )
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
Lavide Holding N.V.
23
Consolidated statement of changes in equity for the year 2024
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
Note
€
€
€
€
€
Balance at 1 January 2024
(75,347,353 )
(218,586 )
(323,939 )
Transactions with the owners of the Company
— Issue of shares
— Appropriation of result 2023
(218,586 )
— Result of the year 2024
(326,049 )
(326,049 )
Balance at 31 December 2024
4
(75,565,939 )
(326,049 )
(149,988 )
Balance at 1 January 2023
(75,130,659 )
(216,694 )
(105,353 )
Transactions with the owners of the Company
— Appropriation of result 2022
(216,694 )
— Result of the year 2023
(218,586 )
(218,586 )
Balance at 31 December 2023
4
(75,347,353 )
(218,586 )
(323,939 )
The notes on pages 25 to 44 are an integral part of these consolidated financial
statements.
Lavide Holding N.V.
24
Consolidated statement of cash flows for the year 2024
2024
2023 Restated*
€
€
Cash flows from operating activities
Loss before tax for the period
(326,049 )
(218,586 )
Adjustments to reconcile loss before tax to net
cashflows:
Finance Costs
Changes in:
— Trade and other receivables
(1,947 )
— Trade and other payables
6
Cash generated from/used in operating activities
(289,418 )
(145,545 )
Interest paid
(20,047 )
(3,276 )
Net cash from/used in operating activities
(309,465 )
(148,821 )
Cash flows from financing activities
Issuance of shares
Proceeds from loans and new borrowings
5
Repayment of loans and borrowings
5
(139,385 )
-
Net cash from (used in) financing activities
Net increase/decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
3
Cash and cash equivalents at 31 December
The notes on pages 25 to 44 are an integral part of these consolidated financial statements.
Lavide Holding N.V.
25
Notes to the consolidated financial statements for the year 2024
1. The Company and its operations
Lavide Holding N.V.
26
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29
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33
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Lavide Holding N.V.
45
Separate financial statements
— Separate statement of financial position as at 31 December 2024
— Separate statement of profit and loss for the year 2024
— Notes to the separate financial statements
Lavide Holding N.V.
46
Separate statement of financial position as of 31 December 2024
(Before appropriation of result)
31 December 2024
31 December 2023
Note
€
€
Fixed assets
Financial fixed assets
22
200
300
Total fixed assets
200
300
Current assets
Trade and other receivables
4,344
2,047
Cash and cash equivalents
23
411,714
564
Total current assets
416,058
2,611
Total assets
416,258
2,911
Shareholders’ equity
24
Share capital
3,362,328
2,862,328
Share premium
72,379,672
72,379,672
Other reserves
(75,565,939)
(75,347,353)
Undistributed profit
(322,549)
(218,586)
Total equity attributable to the owners of the
Company
(146,488)
(323,939)
Current liabilities
Loans and borrowings
25
440,000
219,385
Trade and other payables
26
122,746
107,465
Total current liabilities
562,746
326,850
Total liabilities
562,746
326,850
Total equity and liabilities
416,258
2,911
Lavide Holding N.V.
47
Separate statement of profit and loss for the year 2024
2024
2023
Note
€
€
Continuing operations
Revenue
28
-
-
-
-
Administrative expenses
29
(298,193)
(201,902)
(298,193)
(201,902)
Operating loss
(298,193)
(201,902)
Finance costs
30
(24,256)
(16,684)
Loss before taxation
(322,449)
(218,586)
Income tax
31
-
-
Share of result of participating interests
22
(100)
-
Loss after taxation from continuing operations
(322,549)
(218,586)
Total comprehensive loss attributable to the
owners of the Company
(322,549)
(218,586)
The notes on pages 48 to 54 are an integral part of these separate financial statements.
Lavide Holding N.V.
48
Notes to the separate financial statements for the year 2024
19. General
These separate financial statements and the consolidated financial statements together
constitute the statutory financial statements of Lavide Holding N.V. (hereafter: ‘the
Company’).
20. Basis of preparation
These separate financial statements have been prepared in accordance with Title 9, Book 2
of the Dutch Civil Code. For setting the principles for the recognition and measurement of
assets and liabilities and determination of results for its separate financial statements, the
Company makes use of the option provided in Section 2:362(8) of the Dutch Civil Code. This
means that the principles for the recognition and measurement of assets and liabilities and
determination of the result (hereinafter referred to as principles for recognition and
measurement) of the separate financial statements of the Company are the same as those
applied for the consolidated EU-IFRS financial statements. These principles also include the
classification and presentation of financial instruments, being equity instruments or financial
liabilities.
The Company made use of the principle of Section 360.106 of the Dutch Accounting
Standards (DAS) by not preparing a separate cash flow statement for the Company only.
The Company financial statements were authorised for issue to the public by the Board of
Directors on [date].
Information on the use of financial instruments and on related risks for the Group is provided
in the notes to the consolidated financial statements of the Group.
All amounts in the separate financial statements are presented in Euro, unless stated
otherwise.
21. Significant accounting policies
In case no other principles are mentioned, refer to the accounting principles as described in
the consolidated financial statements. For an appropriate interpretation of these statutory
financial statements, the separate financial statements should be read in conjunction with the
consolidated financial statements.
Participating interests in group companies
Participations, over which significant influence can be exercised, are measured according to
the net asset value method. In the event that 20% or more of the voting rights can be
exercised, it may be assumed that there is significant influence.
The net asset value is calculated in accordance with the accounting principles that apply for
these financial statements; with regard to participations in which insufficient data is available
for adopting these principles, the valuation principles of the respective participation are
applied.
If the valuation of a participation based on the net asset value is negative, it will be stated at
nil.
Lavide Holding N.V.
49
Newly acquired associates are initially recognised on the basis of the fair value of their
identifiable assets and liabilities at the acquisition date. For subsequent valuations, the
principles that apply for these financial statements are used, with the values upon their initial
recognition as the basis.
The amount by which the carrying amount of the associate has changed since the previous
financial statements as a result of the net result achieved by the associate is recognised in
the income statement.
Participations over which no significant influence can be exercised are measured at historical
cost. The result represents the dividend declared in the reporting year, whereby dividend not
distributed in cash is measured at fair value.
In the event of an impairment loss, valuation takes place at the realisable value an impairment
is recognised and charged to the income statement.
Corporate income tax
The Company does not have a fiscal unity with its wholly owned participations, FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V.
22. Financial fixed assets
List of participating interests
Set out below is a list of the participating interests of the Group during 2024. The
participations were incorporated on 25 November 2022. The share capital of participations
remains unpaid at 31 December 2024, refer to note 26.
Participating interest
Holding %
Place and country of seat
Principal activity
FFF Consult B.V.
100
Heemstede, Netherlands
Consulting services
FFF Finance B.V.
100
Heemstede, Netherlands
Financing solutions
FFF Treasury B.V.
100
Heemstede, Netherlands
Internal treasury activities
Carrying amount of participations
2024
2023
€
€
Balance at 1 January
300
300
Share of result of participating interests
(100)
-
Balance at 31 December
200
300
23. Cash and cash equivalents
31 December 2024
31 December 2023
€
€
Cash and cash equivalents
411,714
564
411,714
564
In the notes to the consolidated financial statements information is included about the
Company’s cash and cash equivalents (Note 3).
Lavide Holding N.V.
50
24. Shareholders’ equity
Reconciliation of movements in capital and reserves
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
€
€
€
€
€
Balance at 1 January 2023
2,862,328
72,379,672
(75,130,659)
(216,694)
(105,353)
Changes in financial year 2023
- Appropriation of result 2022
-
-
(216,694)
216,694
-
- Result for the year 2023
-
-
-
(218,586)
(218,586)
Balance at 1 January 2023
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
Changes in financial year 2024:
- Issue of shares
500,000
-
-
-
500,000
- Appropriation of result 2023
-
-
(218,586)
218,586
-
- Result for the year 2024
-
-
-
(322,549)
(322,549)
Balance at 31 December 2024:
3,362,328
72,379,672
(75,565,939)
(322,549)
(146,488)
Differences in equity and profit/(loss) between the Company and consolidated financial
statements
The difference between equity according to the Company balance sheet and equity
according to the consolidated balance sheet is due to the fact that the consolidated
participating interest FFF Treasury B.V. has a negative net asset value but is carried at nil in
the Company balance sheet. No declaration of liability or other securities have been provided
for this Company. In addition, the remaining difference is attributable to gains/(losses) on
intercompany transactions.
Movements in the difference between the Company and consolidated equity and loss in the
financial year are as follows:
31 December 2024
31 December 2023
€
€
Equity according to the consolidated financial statements
(149,988)
(323,939)
Add: negative net asset value of consolidated participating interests
3,500
-
Equity according to Company financial statements
(146,488)
(323,939)
Lavide Holding N.V.
51
2024
2023
€
€
Loss according to consolidated financial statements
(326,049)
(218,586)
Movement in negative net asset value of consolidated participating
interests
3,500
-
Loss according to Company financial statements
(322,549)
(218,586)
Shareholders’ equity
Refer to Note 4 of the consolidated financial statement for details regarding share capital and
share premium.
The shareholders’ equity according to the Company financial statements are identical to the
corresponding figures in the consolidated financial statements.
Unappropriated result
Appropriation of profit of 2023
The financial statements for the reporting year 2023 have been proposed for shareholders’
adoption during the shareholders’ meeting to be held on 12 May 2025. The loss over the
reporting period 2023 has been deducted from its other reserves.
Proposal for profit appropriation 2024
The financial statements for the reporting year 2023 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2024
will be deducted from its other reserves.
25. Loans and borrowings
In the notes to the consolidated financial statements information is included about the
Company’s loans and borrowing (Note 9).
26. Trade and other payables
31 December 2024
31 December 2023
€
€
Payable to related parties
90,750
90,750
Payable to group companies
200
300
Interest payable
18,444
14,140
Other payables
13,352
2,275
122,746
107,465
Lavide Holding N.V.
52
27. Financial instruments
In the notes to the consolidated financial statements information is included about the
Group’s financial instruments (Note 7). The risks, objectives, policies, and processes for
measuring and managing risk, and the management of capital apply also to the Company
financial statements.
Amortised cost
Amortised cost
31 December 2024
31 December 2023
€
€
Financial assets
Trade and other receivables
4,344
2,047
Total financial assets
4,344
2,047
Financial liabilities
Loans and borrowings
440,000
219,385
Trade and other payables
122,746
107,465
Total financial liabilities
562,746
326,850
Note: all trade and other receivables are related to the Group.
Lavide Holding N.V.
53
28. Net turnover
The Company did not generate any net turnover in 2024 and 2023.
29. Administrative expenses
2024
2023
€
€
Management fee expenses
223,538
133,292
AFM and Euronext expenses
26,259
37,587
Consultancy expenses
41,887
24,094
Office and rental expenses
721
1,329
Travel and subsistence expenses
813
2,585
Other administrative expenses
4,975
3,015
298,193
201,902
30. Finance costs
2024
2023
€
€
Interest income
48
41
Total finance income
48
41
Interest expense on loans and borrowings
20,799
13,408
Bank costs
3,505
3,317
Total finance costs
24,304
16,725
Net finance costs
24,256
16,684
31. Tax on result
2024
2023
€
€
Tax expense for current financial year
-
-
-
-
In the notes to the consolidated financial statements information is included about the tax
on result (note 11).
54
32. Workforce
The average number of full-time employees (FTE) employed by the Company was 0 (2023:
0).
33. Subsequent events
According to the resolution of the shareholders’ meeting of 14 January 2025, EY Accountants
B.V. was formally appointed as Lavide’s new PIE audit firm licensed to audit the financial
statements of Dutch public interest entities (organisatie van openbaar belang).
Regarding other operational aspects relevant for this annual report: the credit facility with
Kennie Capital B.V. and Crazy Duck B.V. has been ended per 1 January 2025. The
outstanding and drawn amounts have been converted into a loan.
In March 2025, the Company secured a third investment tranche from Haerlem Capital of €
500,000 by means of a third tranche of 1,000,000 privately placed B shares. As a result,
Haerlem Capital will hold a total interest of 25.891% in Lavide on 19 March 2025. Haerlem
Capital is temporarily a related party, until further placements whereby their total interest in
Lavide will significantly dilute.
The financial statements were approved by the board of directors and authorised for issue
on [date]. They were signed on its behalf by:
The signing of the annual accounts is drawn up as follows,
______________________
______________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
55
Other information
Statutory regulation on the appropriation of profits.
With regard to the retaining and distribution of dividends, Article 32 of the Company's Articles
of Association stipulate the following:
From the profit made in the last financial year that has elapsed, the preference shares shall
first be distributed on the percentage of the amount compulsorily paid up on those shares,
as referred to below. The percentage referred to above is equal to the average deposit rate
of the European Central Bank, weighted by the number of days for which it applied during
the financial year in respect of which the payment is made, increased by three one-quarters
and increased by the average storage rate, also weighted by the number of days for which it
applied as applied by the largest credit institution in the Netherlands in terms of balance sheet
total at the end of the financial year for which the payment is made. If and to the extent that
the profit is not sufficient to make the full distribution referred to in this paragraph, the deficit
will be paid out from the reserves.
In the event of withdrawal with redemption of preference shares, a distribution shall be made
on the day of redemption on the revoked preference shares, which distribution shall be
calculated as far as possible in accordance with the provisions of paragraphs 1 and 3 and
over time to be calculated over the period from the day on which a distribution as referred to
in paragraphs 1 and 3 was last made or if the preference shares were made after the such a
day: from the day of placement until the day of reimbursement, all this without prejudice to
the provisions of Section 2:105(4), of the Dutch Civil Code.
If, in any financial year, the profit or distributable reserves are not sufficient to make the
distributions referred to in this Section, the provisions of the first two sentences of paragraph
1 above and the provisions of paragraph 4 shall not apply in the following financial years until
the deficit has been made up.
The Board of Directors shall determine, subject to the approval of the Supervisory Board,
what part of the remaining profit will be reserved after application of the provisions of the
previous paragraphs. The remaining profit after reservation is at the disposal of the General
Meeting. If the General Meeting decides to distribute all or part as referred to in the previous
paragraph, this shall be done to the holders of shares A and B shares in proportion to their
holdings of shares A and B, without prejudice to the provisions of paragraph 4 of Article 33
of the Articles of Association.
The Company can only make distributions to shareholders and other persons entitled to
distributable profits to the extent that its equity capital exceeds the amount of the paid-up and
called part of the capital plus the reserves that must be held by law.
In line with the latest version of the Company’s articles of association, resolutions of the
General Meeting to cancel reserves in whole or in part require the approval of the Board of
Directors and the Supervisory Board.
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Independent auditor’s report
To: the shareholders and supervisory board of Lavide Holding N.V.
Report on the audit of the financial statements 2024 included in
the annual report
Our opinion
We have audited the accompanying financial statements for the financial year ended 31 December 2024 of Lavide
Holding N.V. based in Amsterdam, the Netherlands.
The financial statements comprise the consolidated financial statements and the separate financial statements.
In our opinion:
• The consolidated financial statements give a true and fair view of the financial position of Lavide Holding N.V. as
at 31 December 2024 and of its result and its cash flows for 2024 in accordance with IFRS Accounting Standards
as adopted in the European Union (IFRS Accounting Standards) and with Part 9 of Book 2 of the Dutch Civil Code
• The separate financial statements give a true and fair view of the financial position of Lavide Holding N.V. as at
31 December 2024 and of its result for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
• The consolidated statement of financial position as at 31 December 2024
• The following statements for the year 2024: the consolidated statements of comprehensive income, changes in
equity and cash flows
• The notes comprising material accounting policy information and other explanatory information
The separate financial statements comprise:
• The separate statement of financial position as at 31 December 2024
• The separate statement of profit and loss for the year 2024
• The notes comprising a summary of the accounting policies and other explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the Our responsibilities for the audit of the financial
statements section of our report.
We are independent of Lavide Holding N.V. in accordance with the EU Regulation on specific requirements regarding
statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision
act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant independence regulations
in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants
(VGBA, Dutch Code of Ethics for professional accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Page 2
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming
our opinion thereon. The following information in support of our opinion and any findings were addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Our understanding of the business
Lavide Holding N.V. (‘the company’, or, together with its consolidated subsidiaries, ‘the group’) is a stock-listed
holding which did not have any (business) operations in 2024. We paid specific attention in our audit to a number of
areas driven by the operations of the group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement of the financial
statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Materiality
Materiality
€ 3,000 (2023: € 2,000)
Benchmark applied
1% of administrative expenses for 2024 (rounded)
Explanation
Based on our professional judgement and our perception of the financial
information needs of the users of the financial statements, a benchmark of 1%
of administrative expenses is an appropriate quantitative indicator of
materiality as, absent any (business) operations in 2024, administrative
expenses best reflect the financial performance of the company.
We determined materiality consistent with prior financial year.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for
the users of the financial statements for qualitative reasons.
We agreed with the supervisory board that misstatements in excess of € 150, which are identified during the audit,
would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
The company has three wholly owned subsidiaries that were incorporated on 25 November 2022 and did not have
any (business) operations. The financial information of this group is included in the financial statements.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence
regarding the financial information of the entities or business units within the group as a basis for forming an
opinion on the financial statements. We are also responsible for the direction, supervision, review and evaluation of
the audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report.
Based on our understanding of the group and its environment, the applicable financial framework and the group’s
system of internal control, we identified and assessed risks of material misstatement of the financial statements and
the significant accounts and disclosures. Based on this risk assessment, we determined the nature, timing and
extent of audit work performed, including the entities or business units within the group (components) at which to
perform audit work. For this determination we considered the nature of the relevant events and conditions
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underlying the identified risks of material misstatements for the financial statements, the association of these risks
to components and the materiality or financial size of the components relative to the group.
We performed the audit work ourselves for all significant accounts of the company.
This resulted in a coverage of 100% of administrative expenses and 100% of total assets.
For the three subsidiaries, we performed specified audit procedures and analytical procedures to corroborate that
our risk assessment and scoping remained appropriate throughout the audit.
By performing the audit work mentioned above at the entities or business units within the group, together with
additional work at group level, we have been able to obtain sufficient and appropriate audit evidence about the
group’s financial information to provide an opinion on the financial statements.
Teaming and use of specialists
We ensured that the audit team included the appropriate skills and competences which are needed for the audit of
a listed client. We included income tax specialists.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-
compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial
statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our
audit we obtained an understanding of the company and its environment and the components of the system of
internal control, including the risk assessment process and the board of directors’ process for responding to the
risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as
well as the outcomes.
We refer to Section Risk Management of the annual report for the board of directors’ risk assessment after
consideration of potential fraud risks.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting
fraud and misappropriation of assets. We evaluated whether these factors indicate that a risk of material
misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit
procedures and evaluated whether any findings were indicative of fraud or non-compliance.
We addressed the risks related to management override of controls, as this risk is present in all organizations. For
these risks we have, among other things, performed procedures to evaluate key accounting estimates for
management bias that may represent a risk of material misstatement due to fraud, in particular relating to
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important judgment areas and significant accounting estimates as disclosed in note 2.(d) Use of judgments and
estimates of the Notes to the consolidated financial statements.
We have also used data analysis to identify and address high-risk journal entries and evaluated the business
rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties.
We considered available information and made enquiries of members of the board of directors and the supervisory
board.
The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud
or suspected fraud potentially materially impacting the view of the financial statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations
that have a direct effect on the determination of material amounts and disclosures in the financial statements.
Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could
reasonably be expected to have a material effect on the financial statements from our general industry experience,
through discussions with the board of directors, reading minutes, and performing substantive tests of details of
classes of transactions, account balances or disclosures.
We also inspected correspondence with regulatory authorities and remained alert to any indication of (suspected)
non-compliance throughout the audit. Finally, we obtained written representations that all known instances of non-
compliance with laws and regulations have been disclosed to us.
Our audit response related to going concern
The board of directors made a specific assessment of the company’s ability to continue as a going concern and to
continue its operations for the foreseeable future. As disclosed in section Going concern in 1.(c) of the Notes to the
consolidated financial statements, capital contributions made by Haerlem Capital in accordance with the
Subscription Agreements provide the company with the funds required continue its operations for the foreseeable
future. The financial statements have been prepared on a going concern basis.
We discussed and evaluated the specific assessment with the board of directors exercising professional judgment
and maintaining professional skepticism. We inspected the Subscription Agreements with Haerlem Capital and the
capital contributions realized in the last quarter of 2024 and the first quarter of 2025. We considered whether the
board of directors’ going concern assessment, based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant
doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going concern. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements. As the company had no (business) operations in 2024 and, based our risk assessment, there
are no matters that required significant auditor’s attention, we determined that there are no key audit matters to
communicate in our auditor’s report, consistent with prior financial year.
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Report on 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 the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and
the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b
and 2:145 sub-section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the
financial statements or otherwise, we have considered whether the other information contains material
misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section
2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
substantially less than the scope of those performed in our audit of the financial statements.
The board of directors is responsible for the preparation of the other information, including the management report
in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of
the Dutch Civil Code. The board of directors and the supervisory board are responsible for ensuring that the
remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub-section 2 of the
Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were appointed by the general meeting as auditor of Lavide on 14 January 2025, as of the audit for the year
2023 and have operated as statutory auditor ever since that date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
European Single Electronic Reporting Format (ESEF)
The company has prepared the annual report in ESEF. The requirements for this are set out in the Delegated
Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in the XHTML format, including the (partially) marked-up consolidated
financial statements as included in the reporting package by the company, complies in all material respects with the
RTS on ESEF.
The board of directors is responsible for preparing the annual report, including the financial statements, in
accordance with the RTS on ESEF, whereby the board of directors combines the various components into a single
reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting
package complies with the RTS on ESEF.
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We performed our examination in accordance with Dutch law, including Dutch Standard 3950N, ”Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument”
(assurance engagements relating to compliance with criteria for digital reporting). Our examination included
amongst others:
• Obtaining an understanding of the company’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, has been prepared in
accordance with the technical specifications as included in the RTS on ESEF
• Examining the information related to the consolidated financial statements in the reporting package to
determine whether all required mark-ups have been applied and whether these are in accordance with the
RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the board of directors and the supervisory board for the financial
statements
The board of directors is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS Accounting Standards and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the board of
directors is responsible for such internal control as the board of directors determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the board of directors is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the board
of directors should prepare the financial statements using the going concern basis of accounting unless the board of
directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The board of directors should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all
material misstatements, whether due to fraud or error during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the
effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in
accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The
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Information in support of our opinion section above includes an informative summary of our responsibilities and
the work performed as the basis for our opinion.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient
and appropriate to provide a basis for our opinion
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the board of directors
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation
Communication
We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant findings in internal control that we identify during our
audit. In this respect we also submit an additional report to the supervisory board in accordance with Article 11 of
the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information
included in this additional report is consistent with our audit opinion in this 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.
Amsterdam, 25 April 2025
EY Accountants B.V.
Signed by P. Sira