XAMS:LVIDE ESEF Annual Report
Lavide Holding N.V. (XAMS:LVIDE)
ESEF Annual Report
2025-04-15
For: 2023-12-31
View Original
Added on
September 21, 2026
Annual Report 2023
Lavide Holding N.V.
Leidsevaartweg 99
2106AS Heemstede
The Netherlands
31 March 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 14
Director’s Statement 15
Financial statements 16
Consolidated financial statements 17
Separate financial statements 43
Other information 52
Independent Auditor's Report 53
Lavide Holding N.V.
3
Foreword by the CEO
Dear shareholders,
On behalf of the entire organisation, it is my pleasure to present to you the 2023 annual report,
including the audited consolidated and separate financial statements of Lavide Holding N.V.
(“Lavide” or the “Company”).
Since my appointment in November 2024, my priority has been to lay the foundation to restoring
Lavide’s listing on Euronext Amsterdam. To achieve this, my team and I have focused on rebuilding
Lavide’s relationships within the Dutch capital markets ecosystems, including corporate broking
services, accountants, and Euronext Amsterdam. These efforts have 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.
The audit of the 2023 financial statements has been our focus in the first quarter of 2025 to ensure
compliance with the applicable regulations for publicly listed companies. During the shareholders’
meeting on 11 June 2024, shareholders were presented with an annual report including separate
(unaudited) financial statements. We replaced the financial statements to also include consolidated
financial statements. Additionally, also following the audit process, we have made a number of
changes to the notes to the financial statements, adding additional context, and information on
subsequent events. Finally, as recently appointed management board, we have replaced the other
information including the management report and present an updated supervisory board report, also
considering the new date of the annual report.
With the successful completion of the 2023 financial statements and the audit thereon, I am confident
that we can continue strengthening Lavide’s reputation in the Dutch capital market.
Thijs Groeneveld
CEO Lavide Holding N.V.
Lavide Holding N.V.
4
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 analyses the condition of the
Company on the balance sheet date of 31 December 2023, the developments during the financial
year 2023 and the results. This report replaces the management report as set out in the separate
financial statements for the year 2023 of Lavide as presented to shareholders on 11 June 2024 by
the General Meeting.
Since 2019, Lavide has not conducted any operational activities. 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, 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, it was decided not to conduct any business activities in
2023. The decision was primarily influenced by the company’s low risk appetite. The previous Board
of Directors prioritized the audit as an essential first step, recognizing 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, establishing a solid foundation for Lavide’s future expansion. Despite the
abovementioned observation, the new Board of Directors decided to draft this annual report on a
going concern basis.
This Annual Report 2023 includes the consolidated financial statements and the 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 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).
The following standalone report has been drawn up by the Board of Directors acknowledging the
facts and circumstances as presented in the management report as contained in the annual report
for the fiscal year 2023, including the unaudited financial statements, as such report and financial
statements have been presented to shareholders during the general meeting on 11 June 2024.
In 2023 the Company did not employ or engage based on a mandate contract (overeenkomst van
opdracht) any individuals 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 2023 the Company:
— Did not deploy any business activities, despite the initial proposal drafted by the previous Board
of Directors,
— Did not develop nor implement any investment or financing policy as a result of the proposed
activities by the previous Board of Directors,
— Did not publish a Corporate Governance Framework in line with in the Dutch Corporate
Governance Code,
— Did not establish a Risk Assessment Framework, given the lack of business activities,
— Did not engage in any Research and Development, due to the absence of business activities,
— Did not implement a Code of Conduct, did not adopt any Diversity & Inclusion Policies and did
no define a Company culture or guiding principles, given the absence of staff,
— Secured short-term financing from shareholders to ensure sufficient working capital for 2023,
with all transactions documented in this annual report.
The Board of Directors particularly points out that based on the facts and circumstances as described
in the management report dated 30 April 2024 and based on otherwise publicly available information,
during the fiscal year 2023 a number of important developments occurred giving rise to risks and
uncertainties in respect of the Company which may be presented as follows:
Lavide Holding N.V.
5
— The contemplated termination of the appointment of ING Bank N.V. (“ING”) as the Company’s
listing agent as being prepared by the Company during the fiscal year 2022, required a specific
solution in view of the delays occurring at the start of 2023 to effectuate such termination. To
avoid further delays Euroclear Nederland replaced the activities of ING Bank N.V. with effect
from 1 May 2023. The Company’s bank account held with ING Bank N.V. had been replaced in
the course of 2023 by the Company with accounts held with the electronic money institutions
Wise and Ebury. In the period that Lavide Holding did not maintain a payment account with a
regulated entity, Kennie Capital B.V., the personal holding company of Mr Diede van den Ouden
(the then acting CEO of Lavide Holding) provided an interim solution. In 2023, following the
termination of ING’s appointment and account, the Company has not applied for a new bank
account with a regulated entity.
— A further investigation has been made to replace the existing listing of Lavide Holding at
Euronext Amsterdam with listings at the Paris Growth and the Brussels Access+ trading venues.
It was contemplated that such change of trading venue would be capable to unlock the existing
constraints for Lavide Holding to maintain its listing at Euronext Amsterdam. However further
decisions in this respect have been postponed in order to control the costs for the Company
— Awaiting the further developments in respect of the listing of Lavide Holding and the potential
return to the capacity to issue listed shares in the capital in order to fund the working capital
needs of the Company, Kennie Capital B.V. and Crazy Duck B.V. provided a credit facility in the
aggregate amount of EUR 350,000. This credit facility was sufficiently covering for the
operational cash flow of the Company, in view of the spending policy where costs have been
made to the minimum necessary to maintain the listing at Euronext Amsterdam;
— 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.
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.
However, given the uncertainties around GCP Auditors’s authorization to carry out the audit in
the Netherlands, the new Board of Directors and Supervisory Board have proposed EY
Accountants B.V. as Lavide’s new audit firm. EY was officially nominated as Lavide’s new audit
firm during the shareholders’ meeting held on January 14, 2025.
In the financial year 2023, the (at the time) newly appointed Board of Directors mainly conducted
explorations to revive the authority to issue shares with a full listing on Euronext Amsterdam. In
addition, a conservative spending policy was intended to be followed with a view to controlling losses
in that financial year, given that the Company did not have significant income. This led to the
postponement of certain projects that would have led to increased costs. With regard to the financing
of the activities, the decision was also made to seek financing directly from those involved with the
Company, without calling on external financiers. Due to a lack of income and the corresponding
expenses, this led to an increase in the Company's negative reserves, which was almost completely
compensated by the Company's positive share premium reserve. This resulted in a minor negative
equity at the end of the financial year.
The Board of Directors has, in the course of its work on the preparation of this Annual Report 2023
and the financial statements included therein, no reason to assume that the presentation of the
information in the Management Report of 30 April 2024 as included in the Annual Report 2023 and
presented to the shareholders on 11 June 2024 contained a materially incorrect representation of
the financial condition of the Company and the business it operates.
The Board of Directors has contemplated at the occasion of the preparation of the Annual Report
2023 the language of the external reporting and disclosures and considered it important to prepare
the business for the future. Accordingly, it has been decided to change the language of
communication from Dutch to English.
The drawing up of the consolidated financial statements of the Company relates to the mandatory
requirements applicable to Lavide in view of the establishment of the three subsidiaries.
Lavide Holding N.V.
6
Consequently, at the occasion of the audit process, it has been judged necessary to propose to the
General Meeting the adoption of the consolidated financial statements and the separate financial
statements. There are no material differences in the balance sheet and profit and loss accounts if
the separate financial statements of 2023 as presented to shareholders on 11 June 2024 are being
compared to the financial statements as contained in this Annual Report for the same year. This is
particularly related to the fact that none of the three subsidiaries conducted trading activities during
the year 2023.
The Board of Directors considers the completion of the audit and subsequent adoption by the general
meeting of the consolidated and separate financial statements for 2023 as an important step towards
the further development of the business and the expected return to trading of the shares on Euronext
Amsterdam.
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.
31 March 2025
Thijs Groeneveld Mario Natella
CEO COO
Lavide Holding N.V.
7
Report of the Supervisory Board
This is the report of the Supervisory Board (Raad van Commissarissen) of Lavide to the Annual
Report 2023 of Lavide. This report replaces the report of the Supervisory Board of 30 April 2024 on
the separate financial statements for the year 2023.
At the end of 2022, the Supervisory Board was expanded to include Ms Jitske Overboom (Dutch,
born 1982, general counsel) and Mr Arnoud Jullens (Dutch, born 1982, entrepreneur and investor).
The Supervisory Board was thus at full strength again at the beginning of 2023. Mr Engele Wijnsma
(Dutch, born 1968, minister) took on the role of chairman of the Supervisory Board. The Supervisory
Board consisted of three Dutch individuals, one female and two males. Mr. Wijnsma being first
appointed in 2015 and being reappointed twice for a four-year term in both 2018 and 2022, and
stepped down as Chairperson of the Supervisory Board as of 31 December 2024. His role was taken
over by Ms Pieternel Hummelen (Dutch, born 1977, chief financial officer). Ms Hummelen was
nominated as Chairperson of the Supervisory board per 1 January 2025, for a period of four years,
during the shareholders’ meeting held on 18 December 2024. 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 2023 with full attendance of the members and aimed to
resume the routine of monthly meetings. 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 newly appointed CEO (Diede van den Ouden) attended a number of meetings of the
Supervisory Board. The newly composed Supervisory Board has taken the necessary steps to
improve the organisation's corporate governance. All members of the Supervisory Board have
signed a new contract of services in the year 2023. This provides for an adequate compensation for
the members of the Supervisory Board, in line with the need to keep the Company's costs
manageable. The Company's remuneration policy is published on the website.
Generally, the Supervisory Board based on frequent evaluations of the performance of the Board of
Directors during frequent joint meetings was in agreement with the new policy plans developed for
Lavide Holding. In particular, the Supervisory Board strongly supported the steps taken to enable
Lavide Holding to return as a fully-fledged issuing institution listed on Euronext Amsterdam. The
intended appointment of the foreign external auditor to audit the financial statements of Lavide
Holding as a public-interest organisation has been forming part of the discussion with the Board of
Directors and was seen as a positive development in order to implement the strategy for long-term
value creation. The Company did not organise a fully-fledged performance evaluation in the running
fiscal year 2023 of the board members, as the time lapsed after their initial appointment had been
less than one year.
In exercising its supervision of the management of the Company and the enterprise in the fiscal year
2023, the Supervisory Board did not identify any significant bottlenecks, even though the Supervisory
Board witnessed the many obstacles the Board of Directors encountered in implementing the policy
plan, including the litigation proceedings with the listing agent, the difficulties in transferring the
Company's payment transactions infrastructure to a credit institution and the complications
surrounding the imminent loss of the listing on Euronext Amsterdam. The Supervisory Board greatly
appreciated the efforts made by the new board in this regard.
The Supervisory Board, having considered the draft consolidated and separate financial statements
for the year 2023 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.
Lavide Holding N.V.
8
The Supervisory Board recommends to the General Meeting to adopt the consolidated financial
statements for the year 2023.
The Supervisory Board therefore reaffirms its recommendation to the general meeting to discharge
the Board of Directors for its policies and execution thereof and proposes to the general meeting
that the general meeting grants discharge to the members of the Supervisory Board who were in
office in 2023.
31 March 2025
Pieternel Hummelen Jitske Overboom
Chairperson Member
Arnoud Jullens
Member
Lavide Holding N.V.
9
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.
10
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.
11
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.
12
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.
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.
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 and advice
to the Board of Directors. Lavide’s governance is furthermore determined by the role of shareholders,
with certain shareholder holding significant stakes in the share capital of the company. Lavide does
not have a workers’ council, in view of the fact that the Company does not have employees.
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. 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.
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, 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 appointment 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.
Lavide Holding N.V.
13
The Supervisory Board established in 2023 its rules of proceedings (Reglement van de Raad van
Commissarissen) in which the proceedings, frequency of meetings, convocation and such matters
are being addressed.
The general meeting of shareholders is being chaired by the chairperson of the supervisory board.
In her absence the other members of the supervisory board may propose an alternate chairperson
for the general meeting of shareholders.
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.
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.
14
Risk Management
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. 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.
Lavide's main risks 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.
Non-financial risks
The non-financial risk of constraints as regards the continuation of the listing at Euronext Amsterdam
could be seen as an existential threat to the company. 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. In the 2023 financial year, a special counterparty risk arose in the form
of the shifting of the banking relationship from ING Bank N.V. to two (supervised) electronic money
institutions. 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 2023 financial 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 in 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. In 2023, the company was exposed to legal proceedings, namely the issue
surrounding the termination of ING Bank's role as listing agent. The proceedings, however much the
court ruling may have been to Lavide's disadvantage, ultimately had no far-reaching consequences
for Lavide's company in light of the temporary solutions provided by Euroclear.
Lavide Holding N.V.
15
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 2023, as well as the course of business during the 2023 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.
31 March 2025
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
Lavide Holding N.V.
16
Financial statements
— Consolidated financial statements
— Separate financial statements
Lavide Holding N.V.
17
Consolidated financial statements
— Consolidated statement of financial position as at 31 December 2023
— Consolidated statement of profit or loss for the year 2023
— Consolidated statement of changes in equity for the year 2023
— Consolidated statement of cash flows for the year 2023
— Notes to the consolidated financial statements
LAVIDE HOLDING N.V.
18
Consolidated statement of financial position as at 31 December 2023
31 December 2023
31 December 2022
Note
€
€
Assets
Trade and other receivables
Cash and cash equivalents
3
Current assets
Total assets
Equity
4
Share capital
Share premium
Other reserves
(75,347,353 )
(75,130,659 )
Profit or loss for the year
(218,586 )
(216,694 )
Total equity attributable to the owners of the
Company
1
(323,939 )
(105,353 )
Current liabilities
Loans and borrowings
5
Trade and other payables
6
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 22 to 42 are an integral part of these consolidated financial
statements.
1
“Company” refers to Lavide Holding N.V.
LAVIDE HOLDING N.V.
19
Consolidated statement of comprehensive income for the year 2023
2023
2022
2
Note
€
€
Operations
Revenue
8
Administrative expenses
9
(201,902 )
(212,237 )
(201,902 )
(212,237 )
Operating loss
(201,902 )
(212,237 )
Net finance costs
10
(16,684 )
(4,457 )
Loss before taxation
(218,586 )
(216,694 )
Income tax expenses
11
Loss after taxation
(218,586 )
(216,694 )
Total comprehensive loss attributable to the
owners of the Company
(218,586 )
(216,694 )
Earnings per share attributable to equity holders
16
Basic earnings per share
(0.04 )
(0.04 )
Diluted earnings per share
(0.03 )
(0.04 )
The notes on pages 22 to 42 are an integral part of these consolidated financial
statements.
2
The 2022 consolidated statement of comprehensive income is unaudited.
LAVIDE HOLDING N.V.
20
Consolidated statement of changes in equity for the year 2023
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
Note
€
€
€
€
€
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 )
Balance at 1 January 2022
3
(75,080,659 )
(50,000 )
Transactions with the owners of the Company
— Conversion of loans to share capital
— Appropriation of result 2021
(50,000 )
— Result of the year 2022
(216,694 )
(216,694 )
Balance at 31 December 2022
4
(75,130,659 )
(216,694 )
(105,353 )
The notes on pages 22 to 42 are an integral part of these consolidated financial
statements.
3
The 2022 consolidated statement of changes in equity is unaudited.
LAVIDE HOLDING N.V.
21
Consolidated statement of cash flows for the year 2023
2023
2022
4
Restated*
€
€
Cash flows from operating activities
Loss before tax for the period
(218,586 )
(216,694 )
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
(145,545 )
(178,275 )
Interest paid
(3,276 )
(3,725 )
Net cash from/used in operating activities
(148,821 )
(182,000 )
Cash flows from investing activities
Net cash from (used in) investing activities
Cash flows from financing activities
Proceeds from loans and new borrowings
5
Net cash from (used in) financing activities
Net increase/decrease in cash and cash equivalents
(77,000 )
Cash and cash equivalents at 1 January
3
Cash and cash equivalents at 31 December
The notes on pages 22 to 42 are an integral part of these consolidated financial statements.
4
The 2022 consolidated statement of cash flows is unaudited.
LAVIDE HOLDING N.V.
22
Notes to the consolidated financial statements for the year 2023
1. The Company and its operations
LAVIDE HOLDING N.V.
23
LAVIDE HOLDING N.V.
24
LAVIDE HOLDING N.V.
25
LAVIDE HOLDING N.V.
26
LAVIDE HOLDING N.V.
27
LAVIDE HOLDING N.V.
28
LAVIDE HOLDING N.V.
29
LAVIDE HOLDING N.V.
30
LAVIDE HOLDING N.V.
31
LAVIDE HOLDING N.V.
32
LAVIDE HOLDING N.V.
33
LAVIDE HOLDING N.V.
34
LAVIDE HOLDING N.V.
35
LAVIDE HOLDING N.V.
36
LAVIDE HOLDING N.V.
37
LAVIDE HOLDING N.V.
38
LAVIDE HOLDING N.V.
39
LAVIDE HOLDING N.V.
40
LAVIDE HOLDING N.V.
41
LAVIDE HOLDING N.V.
42
LAVIDE HOLDING N.V.
43
Separate financial statements
— Separate statement of financial position as at 31 December 2023
— Separate statement of profit and loss for the year 2023
— Notes to the separate financial statements
LAVIDE HOLDING N.V.
44
Separate statement of financial position as of 31 December 2023
(Before appropriation of result)
31 December 2023
31 December 2022
5
Note
€
€
Fixed assets
Financial fixed assets
22
300
300
Total fixed assets
300
300
Current assets
Trade and other receivables
2,047
100
Cash and cash equivalents
23
564
-
Total current assets
2,611
-
Total assets
2,911
400
Shareholders’ equity
24
Share capital
2,862,328
2,862,328
Share premium
72,379,672
72,379,672
Other reserves
(75,347,353)
(75,130,659)
Undistributed profit
(218,586)
(216,694)
Total equity attributable to the owners of the
Company
(323,939)
(105,353)
Current liabilities
Loans and borrowings
25
219,385
70,000
Trade and other payables
26
107,465
35,753
Total current liabilities
326,850
105,753
Total liabilities
326,850
105,753
Total equity and liabilities
2,911
400
5
The statement of financial position as of 31 December 2022 is unaudited.
LAVIDE HOLDING N.V.
45
Separate statement of profit and loss for the year 2023
2023
2022
6
Note
€
€
Continuing operations
Revenue
28
-
-
-
-
Administrative expenses
29
(201,902)
(212,237)
(201,902)
(212,237)
Operating loss
(201,902)
(212,237)
Finance costs
30
(16,684)
(4,457)
Loss before taxation
(218,586)
(216,694)
Income tax
31
-
-
Loss after taxation from continuing operations
(218,586)
(216,694)
Total comprehensive loss attributable to the
owners of the Company
(218,586)
(216,694)
The notes on pages 46 to 51 are an integral part of these separate financial statements.
6
The profit and loss statement as of 31 December 2022 is unaudited.
LAVIDE HOLDING N.V.
46
Notes to the separate financial statements for the year 2023
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 31 March 2025.
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.
47
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 2023. The
participations were incorporated on 25 November 2022. The share capital of participations
remains unpaid at 31 December 2023, 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
2023
2022
€
€
Balance at 1 January
300
-
Investment
-
300
Balance at 31 December
300
300
23. Cash and cash equivalents
31 December 2023
31 December 2022
€
€
Cash and cash equivalents
564
-
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.
48
24. Shareholders’ equity
Reconciliation of movements in capital and reserves
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
€
€
€
€
€
Balance at 1 January 2022
2,827,328
72,379,672
(75,080,659)
(50,000)
76,341
Changes in financial year 2022
- Conversion of loans to share capital
35,000
-
-
-
35,000
- Appropriation of result 2021
-
-
(50,000)
50,000
-
- Result for the year 2022
-
-
-
(216,694)
(216,694)
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 31 December 2023:
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
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 2022
The financial statements for the reporting year 2022 have been adopted by the AGM on 14
December 2023. The loss over the reporting period 2023 has been deducted from its other
reserves.
Proposal for profit appropriation 2023
The financial statements for the reporting year 2022 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2023
will be deducted from its other reserves.
LAVIDE HOLDING N.V.
49
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 2023
31 December 2022
€
€
Trade payables
-
18,136
Payable to related parties
90,750
-
Payable to group companies
300
300
Interest payable
14,140
732
Other payables
2,275
16,585
107,465
35,753
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 2023
31 December 2022
€
€
Financial assets
Trade and other receivables
2,047
100
Cash and cash equivalents
564
-
Total financial assets
2,611
100
Financial liabilities
Loans and borrowings
219,385
70,000
Trade and other payables
107,465
35,753
Total financial liabilities
326,850
105,753
LAVIDE HOLDING N.V.
50
28. Net turnover
The Company did not generate any net turnover in 2023 and 2022.
29. Administrative expenses
2023
2022
€
€
Management fee expenses
133,292
30,250
AFM and Euronext expenses
37,587
17,567
Consultancy expenses
24,094
154,723
Office and rental expenses
1,329
2,599
Travel and subsistence expenses
2,585
3,834
Other administrative expenses
3,015
3,264
201,902
212,237
30. Finance costs
2023
2022
€
€
Interest income
41
-
Total finance income
41
-
Interest expense on loans and borrowings
13,408
732
Bank costs
3,317
3,725
Total finance costs
16,725
4,457
Net finance costs
16,684
4,457
31. Tax on result
2023
2022
€
€
Tax expense for current financial year
-
-
-
-
In the notes to the consolidated financial statements information is included about the tax
on result (note 11).
51
32. Workforce
The average number of full-time employees (FTE) employed by the Company was 0 (2022:
0).
33. Subsequent events
On 3 October 2024, Lavide agreed to an investment from Haerlem Capital, a Dutch private
equity investor firm. Haerlem Capital made a clear commitment to restore Lavide’s listing on
Euronext Amsterdam and continue building on the foundation layed by the previous Board
of Directors and Supervisory Board. Haerlem Capital delivered a new Board of Directors and
a new President of the Supervisory Board. More details regarding the changes to the
organisation can be found on the Press section on our website www.lavideholding.com ¬
Short after the appointment of the new Board of Directors, EY Accountants B.V. has been
proposed as Lavide’s audit firm.
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.
The financial statements were approved by the board of directors and authorised for issue
on 31 March 2025. 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
52
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 Executive Board 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.
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. The Board of Directors and the
Supervisory Board are of the opinion that the lack of willingness of the licensed audit firms to
audit the financial statements for the 2023 financial year of Lavide Holding N.V. is a legal
ground to be able to proceed with the adoption of the financial statements for the 2023
financial year by the general meeting on the basis of Section 2:393 paragraph 7 of the Dutch
Civil Code.
EY Accountants B.V.
Boompjes 258
3011 XZ Rotterdam, Netherlands
Postbus 2295
3000 CG Rotterdam, Netherlands
Tel: + 31 8 8 40 7 10 0 0
Fax: +31 88 407 89 70
ey.com
EY Accountants B.V. is a private limited liability company with registered office and principal place of business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and registered with the
Chamber of Commerce number 92704093. Our services are subject to general terms and conditions, which inter alia contain a limitation of liability clause and a choice of forum.
Independent auditor’s report
To: the shareholders and supervisory board of Lavide Holding N.V.
Report on the audit of the financial statements 2023 included in
the annual report
Our opinion
We have audited the accompanying financial statements for the financial year ended 31 December 2023 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 2023 and of its result and its cash flows for 2023 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 2023 and of its result for 2023 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 2023
• The following statements for the year 2023: 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 2023
• The separate statement of profit and loss for the year 2023
• 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
Unaudited corresponding figures
The financial statements for the financial year ended 31 December 2022 have not been audited. Consequently, the
corresponding figures included in the consolidated statements of comprehensive income, changes in equity and
cash flows, and the separate statement of profit and loss nor in the related notes are unaudited.
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 2023. 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
€ 2,000
Benchmark applied
1% of administrative expenses for 2023
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 2023, administrative
expenses best reflect the financial performance of the company.
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 € 100, 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 in 2023. 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.
Page 3
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
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. 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.
Page 4
We addressed the risks related to management override of controls, as this risk is present in all organizations. For
these risks we have performed procedures among other things to evaluate key accounting estimates for
management bias that may represent a risk of material misstatement due to fraud, in particular relating to
important judgment areas and significant accounting estimates as disclosed in note 2.(d) Use of judgments and
estimates 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 lawyers’ letters and correspondence with regulatory authorities and remained alert to any
indication of (suspected) non-compliance throughout the audit, focusing on listing and transparency requirements
pursuant to the Dutch Act on financial supervision. Reference is made to Note 1 (b) of the notes to the consolidated
financial statements. 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) 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.
Page 5
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 2023 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.
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.
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.
Page 6
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.
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.
Page 7
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
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, 31 March 2025
EY Accountants B.V.
Signed by P. S i r a