Annual report 2025
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Content
1. The profile of MKB Nedsense N.V. 5
2. Management Board report 6
3. Report of the Supervisory Board 8
4. Risk factors 9
4.1 Risk factors general 9
4.2 Risk appetite 10
4.3 Control and management systems 10
5. Corporate governance 12
5.1 Executive Board and Supervisory Board 12
5.2 Social aspects of business 12
5.3 Legal structure 12
5.4 Articles of association, appointment and dismissal of the Boards 12
5.5 Issue and acquisition of shares 13
5.6 Takeover directive 13
5.7 Corporate Governance Code 14
5.8 Corporate Governance Statement 16
5.9 Social aspects of business 16
6. Remuneration policy 15
6.1 Board of Directors 15
6.2 Supervisory Board 15
7. Personalia 15
7.1 Board of Directors 15
7.2 Supervisory Board 16
7.3 Retirement schedule 16
8. Board statement 17
Dear shareholder,
We are pleased to present MKB Nedsense's
Annual Report. This annual report covers
MKB Nedsense's developments during the
2025 financial year.
In September 2025 MKB Nedsense
announced the intended reverse listing of
Treasury BV, as a result of which the company
would be transformed into a so-called bitcoin
treasury holding company.
Unfortunately the transaction was cancelled
because the regulator did not approve the
proposed business structure with a listed
bitcoin treasury.
We are convinced that good opportunities will
again arise for the company.
We will endeavour to grow further in 2026.
Peter Paul de Vries
4
MKB Nedsense N.V.
PO Box 26
1400 AA Bussum
Chamber of Commerce Number: 23092326
www.mkbnedsense.nl
Board of Directors
P.P.F. de Vries
Supervisory Board
G.P. Hettinga
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1. The profile of MKB Nedsense
As an investment company, MKB Nedsense is
dedicated to investing in SMEs and supporting
their growth ambitions. MKB Nedsense focuses
on investing and participating in companies with a
value of up to approximately €10 million. This will,
in principle, be based on a lower limit of €1 million.
When assessing potential investments in a
company, MKB Nedsense uses the following
criteria:
• the company has a strong position in its
market or niche;
• the company has an enterprise value in the
range of €1-10 million;
• the company operates in a growing market
and/or has sufficient potential for growth
and/or margin improvement;
• the company has stable and/or growing cash
flows;
• the company has its main operations in the
Benelux;
• the company has a strong track record;
• the company has strong management;
• the company has the potential to pay
dividends (over time);
• the company operates a sound risk
management system;
• the company and its management are able to
meet the obligations related to the listing of
investor MKB Nedsense;
• the enterprise is sustainable and diverse in
nature;
Whether a company meets the above-described
criteria is assessed by the management and—in
its supervisory function—the Supervisory Board.
This includes consideration of the sector in which
the company operates.
Report
MKB Nedsense has been reporting as an
'investment entity' in accordance with the IFRS 10
'consolidation exemption' since 2017. This means
that the results of the various majority interests
are not consolidated. The investments and
majority interests are valued and presented at fair
value.
There is also an exit strategy for the investments.
In the explanatory report, figures of the
controlling interests are presented. The figures of
the relevant entities have not been fully audited in
the context of these financial statements.
Sources of funding
MKB Nedsense has various funding sources
available to make investments, acquire companies
or take stakes:
a) cash
b) use of cash flows of MKB Nedsense (interest,
dividends and repayments
c) divestments
d) issue of shares
e) (whether or not) partial financing of the
purchase price or investment
f) raising debt capital at the level of MKB
Nedsense
Dividend policy
MKB Nedsense will consider paying a dividend if
the results allow it to do so. This decision and the
amount of any proposed dividend will depend,
among other things, on the financial and
operational results, cash flow, MKB Nedsense's
balance sheet position, and whether the available
funds should be used for repayment or
investments.
MKB Nedsense is a Bussum-based listed investment company.
The management report covers the 2025 financial year. MKB Nedsense reports as
an investment entity and uses the consolidation exemption in accordance with
IFRS-10.
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2. Board report 2025
Development of MKB Nedsense
This report provides of the developments in 2025
including an overview of the 100% owned
companies that are part of MKB Nedsense's
portfolio: GNS Brinkman and Axess. At the end of
2025, these two companies employed around 40
employees on an FTE basis. The total turnover for
2025 of these two companies is €7.1 million (2024:
€8.0 million) with an operating profit (EBITDA) of
€0.6 million (2024: 0.8 million). In addition, MKB
Nedsense owns smaller stakes in Almunda
Professionals and TIB-TEC.
Reverse listing Treasury BV
On 3 September 2025, MKB Nedsense announced
the intended reverse listing of Treasury BV, as a
result of which the company would be
transformed into a so-called bitcoin treasury
holding company. The proposed transaction
included:
• the sale of MKB Nedsense's investments
(Axess, GNS Brinkman, Almunda and TIB-
TEC) to Value8 for € 8.7 million
• a dividend payment of € 0.0435 per share
• the contribution of at least € 126 million in
bitcoin, paid in shares
• a reverse share split and a name change to
Treasury NV
• changes to the Board of Directors and the
Supervisory Board
At the shareholder meeting on 23 October 2025,
the proposed transaction was supported by more
than 99.9% of the votes. On 22 December 2025,
MKB Nedsense informed shareholders the
process was delayed and certain conditions for
the transaction had not been, or had not yet
been, met. On 12 February 2026, MKB Nedsense
informed shareholders that the transaction would
not proceed because the AFM did not approve
the business structure of Treasury BV. For more
information, please refer to the section ‘Events
after the reporting period’.
GNS Brinkman: product innovation
GNS Brinkman, based in Zaandam, is active in the
development and production of burglar and fire-
resistant solutions, such as roll-up grilles, roll-up
doors and fire doors. GNS Brinkman also provides
service, repair and maintenance (SRO) on these
products.
GNS Brinkman was formed from a merger of the
companies GNS and Brinkman. GNS was formed in
2007 from a merger between Gorter Branddeuren
(1837), NRF (the Nederlandse Rolluiken Fabriek,
1967) and Slaets (1850). Brinkman was formed in
1920.
GNS Brinkman's main sales markets are non-
residential construction, the industrial sector,
supermarkets and other chain stores, particularly
in the Randstad region and North Brabant. About
10% of turnover comes from exports to Belgium,
Germany and Denmark. There are also modest
exports to other European countries. The market
is characterised by production and installation
orders on a project basis. GNS Brinkman
distinguishes itself from the competition through
its innovative and customised solutions. In
addition, GNS Brinkman focuses on increasing its
presence in the SRO market to create a more
stable revenue base.
In 2025, GNS Brinkman achieved a positive
operating result (EBITDA) of €0.3 million on a
turnover of €4.3 million. GNS Brinkman's key
growth opportunities are: accelerating product
innovations, expanding the SRO department, and
active offering of fire safety consultancy.
Axess: growth opportunities due to the
ageing population
Axess is an international manufacturer based in
Zaandam, specialising in five types of lifts. The
company outsources the installation of these lifts
at customers' premises and also provides repairs,
maintenance, and periodic checks for around 450
lifts that have been installed. Axess is a specialist
in platform lifts, which, unlike conventional lifts,
do not require a lift shaft, making them relatively
easy and cheap to install. Axess installs lifts mainly
in the market segments of education (schools and
BSOs), healthcare (GPs and care homes), housing
(apartment buildings and private homes) and
retail (supermarkets and other shops).
Axess also offers professional lifts for the industry
and responds to the ageing trend with various
products. Besides residential lifts, Axess also
offers so-called disabled lifts, designed to bridge
small heights in locations where the construction
of platforms or standard lifts is unnecessary or
impossible. Axess generates part of its sales
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abroad. For 2025, Axess posted turnover of €2.8
million and an operating profit of €0.3 million.
Almunda Professionals
MKB Nedsense acquired a minority stake in
Almunda Professionals NV in July 2021. Almunda
Professionals is a listed holding company focusing
on deploying professionals for consultancy and
support of companies and organisations in
specific sectors. Almunda Professionals N.V. aims
to achieve a combination of organic growth and
acquisitions. Almunda Professionals has three
activities:
- PIDZ, a platform for professionals in the
healthcare sector
- Novisource, providing interim consultancy
in the financial sector
- ICE and KwH People, offering interim
consultancy in the utility sector
Almunda Professionals is listed on Euronext
Amsterdam. The share price rose slightly in 2025.
TIB-TEC
In 2021, MKB Nedsense invested TIB-TEC, a Swiss-
based hydrogen start-up commercialising a
proprietary technology that enables the
production and use of green hydrogen. During
2025, TIB-TEC did not achieve a listing on the
Swiss stock exchange (BX Swiss stock exchange).
The investment, €1.8 million, has been paid partly
(one-third) in cash and partly (two-thirds) in new
MKB Nedsense shares.
MKB Nedsense has certain guarantees from the
company and major shareholders, among which
are the unfolding of the initial transaction. In 2025
MKB Nedsense intensified its (legal) activities
regarding TIB-TEC and the guarantee. In 2025 the
valuation of the stake in TIB-TEC has been
reduced with €800K reduced TIB-TEC’s value to
€100K per 31 December 2025. In 2026, we will
continue working on the recovery of the
investment.
Results 2025: small negative result
MKB Nedsense achieved a net profit of -0.3
million in the 2025 financial year (2024: €0.1
million). The fair value of its investments in GNS
and Axess increased in 2025. This was offset a
loss on the investment in TIB-TEC, the decrease of
the Almunda share price and (low) holding
company costs.
MKB Nedsense's equity decreased from €9.3
million (2024) to € 9.0 million in 2025. MKB
Nedsense's net asset value decreased from 9.3
on 31 December 2024 to 9.0 euro cents per share
per 31 December 2025. Earnings per share for
2025 were -0.3 eurocents (2024: 0.00 euro).
No major transactions took place during the
financial year. In the current situation, the
Management Board and Supervisory Board
propose to pass the 2025 dividend.
Outlook
Despite challenges related to the local Dutch
construction market or slower economic
development due to global trade tensions, we
remain positive about the development of Axess
and GNS Brinkman in 2026. Meanwhile, we will
seek to maximise the value of our other
investments (TIB-TEC and Almunda). MKB
Nedsense will continue to actively seek good
investment opportunities to create shareholder
value, including transactions with possible
external financing. For 2026, it's too early to
make a quantified forward-looking statement.
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3. Report of the Supervisory Board
During 2025, the Supervisory Board supervised
the management conducted by the Board both in
and outside meetings. The Management Board
prepared and submitted to the Supervisory Board
the Financial Statements for the 2025 financial
year.
Focus areas for the Supervisory Board in the past
financial year included the reverse listing proposal
of Treasury BV, operational improvement of the
existing activities, the implementation of the
strategy, acquisition opportunities, audit,
compliance with laws and regulations, as well as
keeping cost levels low. The Supervisory Board
discusses the long-term value-creating strategy
and associated risks regularly. In addition, the
special market conditions and the consequences
of high inflation were discussed.
With respect to the investment strategy,
attention was paid to, among other things, its
implementation and feasibility, as well as the
opportunities and risks for the company. In that
context, investments and divestments were
discussed, as well as the exit strategy and the
financing structure. The further
professionalisation of the organisation was also
discussed, as well as the management
appointment. Attention was also paid to filling the
vacant auditor position.
The supervisory board was happy to enter into an
engagement with GCP Auditors to audit the
annual accounts of 2024 and more recently also
for 2025. Their audit report can be found at the
end of this annual report.
MKB Nedsense discussed the Corporate
Governance Code in 2025. The company largely
complied with the best practice provisions of the
Corporate Governance Code. More information
on this subject is provided in Chapter 6,
'Corporate Governance'.
The Supervisory Board met once in 2025 in the
absence of the Management Board. This meeting
included a discussion of the Executive Board's and
the Board's own performance.
Supervisory Board,
G.P. Hettinga
4. Risk factors
The Executive Board and Supervisory Board of
MKB Nedsense take their responsibilities for risk
management and the risk management and
control systems implemented within the
organisation seriously.
MKB Nedsense attaches great importance to
effective risk management and control, ensuring
further development and optimisation.
The internal risk management and control
systems are believed to provide a reasonable
degree of certainty that the financial reporting
does not contain any material misstatements and
functioned properly during the year under review.
There are no indications that these systems will
not work properly in the current year.
Specifically, the following risks are identified for
MKB Nedsense:
4.1 Risk factors in general
Strategic risks
The strategy adopted by MKB Nedsense is
inextricably linked to risk-taking. The main risks
are cyclical conditions, consumer spending and
the labour market. Investing to create value
growth for share holders is an essential part of
MKB Nedsense's strategy. Adverse economic
conditions may result in MKB Nedsense or its
portfolio companies performing less than
expected. MKB Nedsense will regularly review its
portfolio for strategic risks. This involves testing
activities against the return and growth criteria
set for them and their impact on MKB Nedsense's
risk profile. Spreading risk is not an end in itself. In
addition, any downturn in the financial markets
and any resurgence of the debt crisis may have
repercussions on the economic climate in the
Netherlands and abroad, which may affect MKB
Nedsense's activities or limit its access to external
capital.
Operating risks
The results from the operations of the companies
in which MKB Nedsense invests may be
disappointing, partly due to increasing operating
costs or other unforeseen circumstances. The
operations of GNS Brinkman and Axess, for
example, are partly dependent on the
construction industry, the presence of technical
staff and the necessary approvals to operate. The
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companies have relatively high fixed costs in the
form of labour costs. Therefore, an unforeseen
increase in the labour costs of one of the
companies or participation, for example, as a
result of new collective bargaining agreements or
a drop in turnover, could have a negative effect
on the results of the companies in which MKB
Nedsense invests.
Market value risk
MKB Nedsense may also invest in listed
companies. These investments are cautioned on
the basis of fair value, which usually follows the
share price. A fall in the share price may,
therefore, negatively affect the value of these
investments. If the value of these investments
decreases, this will have a direct impact on the
result and/or equity. There is a risk that
investments will consequently not achieve the
desired result.
Risk associated with listing
MKB Nedsense is listed on the official market of
Euronext Amsterdam and therefore has to
comply with the applicable laws and regulations.
If these regulations change, this may result in
additional costs for MKB Nedsense. The lack of
PIE-auditors can also be identified as a risk.
Organisational risk
The organisation relies heavily on a few key
people, including at least the director.
Furthermore, business operations are partly
carried out by individuals of major shareholder
Value8.
Acquisition risk
In the process of an acquisition, MKB Nedsense
makes hypotheses, assumptions and
considerations regarding possible future events.
Actual developments may differ significantly from
these. Also, errors of judgment in the due
diligence process and contract negotiations may
lead to losses and/or reputational damage for
MKB Nedsense.
MKB Nedsense tries to minimise this risk by
conducting acquisitions as carefully as possible.
Where necessary, MKB Nedsense enlists the help
of external advisors, who support the company in
identifying the risks and advise MKB Nedsense on
how to minimise them by (among other things)
contractual means.
Legal risk
MKB Nedsense may be held liable for its actions.
Although MKB Nedsense is not aware of any
material or imminent litigation at the time of
publication of this Annual Report, MKB Nedsense
may be held liable for any failure of service or
other potential damages. Such liability
proceedings can generally involve high costs.
When companies are sold, guarantees are given
to a greater or lesser extent regarding the
accuracy of the information provided. In addition,
legal and compliance risks include the recording,
protection, and enforcement of relevant
intellectual property rights, such as trademark
registrations, patents, and domain names.
Liquidity risk
Liquidity risk is the risk of having insufficient funds
to meet immediate obligations. If MKB Nedsense
takes on new obligations, this could lead to higher
liquidity risk. Regarding future liquidity demands,
MKB Nedsense may depend on the willingness of
major shareholders (including, to a significant
extent, Value8) to provide funds. The available
liquidity is held with a Dutch major bank with an A
rating.
Tax risk
A change in tax laws or regulations, case law or
positions of the tax authorities in the Netherlands
may negatively affect MKB Nedsense's (future)
results.
Currency risk
Most of MKB Nedsense's activities are conducted
in euros. MKB Nedsense does not currently use
financial instruments to hedge currency risks.
4.2 Risk appetite
Pursuing the objectives is inextricably linked to
taking (controlled) risks. The willingness to take
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risks is proportional to the size and life stage of
the (future) activities, as well as the expected
return. MKB Nedsense has a very low-risk
appetite in the context of compliance and
reputation. MKB Nedsense has set itself the goal
of designing the organisation in such a way that
decisive entrepreneurship goes hand in hand with
effective risk management.
4.3 Control and management systems
During the financial year, the Executive Board and
Supervisory Board continuously analysed and
assessed the effective operation of existing risk
management and control systems, using the
formal processes, reports and evaluations
available. It was concluded that the internal risk
management system functioned properly in the
year under review and that no irresponsible risks
were taken.
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5. Corporate governance
MKB Nedsense has an Executive Board and a
Supervisory Board, the so-called two-tier
management structure. Below are the outlines of
the current structure.
5.1 Executive Board and Supervisory
Board
The Executive Board manages the company in
consultation with the Supervisory Board. The
Executive Board accounts for its actions to the
Supervisory Board and the General Meeting of
Shareholders. The Executive Board is conducted
by Mr De Vries. The Supervisory Board supervises
the general affairs of MKB Nedsense and the
policy of the Executive Board. In discharging their
duties, the com- missionaries are guided by the
company's interests. The Management Board
shall provide the Supervisory Board in good time
with the information and documents necessary
for the performance of its duties. The Supervisory
Board members are appointed by the General
Meeting of Shareholders.
The Supervisory Board will continuously review
whether the changing activities of MKB Nedsense
should affect the composition of the Executive
Board and the Supervisory Board. In doing so, if a
vacancy arises, preference will be given to a
female candidate in case of equal suitability.
Currently, there are no female members on the
Executive Board or the Supervisory Board. At
present, MKB Nedsense does not yet comply with
the requirement in the Act on Management &
Supervision of a balanced distribution of seats
between men and women. In the future, MKB
Nedsense will expressly consider the importance
of a balanced composition.
5.2 Social aspects of business
The company considers relevant social aspects of
business. When acquiring new portfolio
companies, the company will include social
aspects, such as sustainability and social aspects, in
the decision-making process to achieve
shareholder value growth.
5.3 Legal structure
MKB Nedsense is a public limited liability company
listed on Euronext Amsterdam. MKB Nedsense
has 52.750.000 ordinary shares and 47,250,000 A
shares outstanding at 31 December 2025 as well as
at the date of the financial statements. A shares
have the same rights as ordinary shares and are
convertible into ordinary shares at the holder's
request. During 2025, 12.250.000 A shares were
converted into ordinary shares.
No shares have been issued to which special
profit rights are attached. In respect of none of
the issued shares, there is a restriction on voting
rights, a time limit for exercising voting rights
and/or issue of depositary receipts for shares with
the cooperation of MKB Nedsense. According to
the AFM's register and company register, as of
the date of the financial statements, there are
four shareholders with a real interest greater than
3%) . Actual interests may differ within the range:
• Value8 N.V. 61.6%
• J.P. Visser 15,2%
• P.P.F. de Vries (3L Capital Holding) 4,9%
• One asset management 8,7%
There are no significant agreements involving the
company that are created, amended or dissolved
based on a change of control following a public
offer. The company also has no agreements with
any director or employee that provide for a
payment on termination of employment following
a public offer for the company's shares.
5.4 Articles of association,
appointment and dismissal of
directors and supervisory
directors
The following are the relevant provisions of the
Articles of Association, to the extent they are not
mentioned elsewhere in these Financial
Statements.
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Article 17.1 of MKB Nedsense's articles of
association states that MKB Nedsense is managed
by a board consisting of one or more directors.
Under Article 25.1, a Supervisory Board consists of
one or more persons. Furthermore, Article 18.1
states that the General Meeting of Shareholders
(AGM) appoints the Directors from a nomination
to be made by the Supervisory Board. Pursuant to
Article 19.1, the AGM may suspend or dismiss a
Director at any time. Pursuant to Article 27.1, the
AGM may suspend or dismiss any member of the
Supervisory Board at any time.
Changing the rights of MKB Nedsense
shareholders requires an amendment to the
articles of association. A Board resolution on a
proposal to amend the Articles of Association is
subject to the approval of the Supervisory Board
pursuant to Article 23.2.
5.5 Issue and acquisition of shares
Shares are issued in accordance with Article 7 of
the Articles of Association pursuant to a resolution
of the Management Board if and insofar as the
AGM designates the Management Board for that
purpose. The Management Board resolution is
subject to the approval of the Supervisory Board.
When shares are issued, each shareholder has a
pre-emptive right in proportion to the aggregate
amount of his shares, subject to the provisions of
the law. The pre-emptive right may, each time for
a single issue, be limited or excluded by the body
authorised to issue. Acquisition other than for no
consideration can only take place if and insofar as
the General Meeting has authorised the
Management Board to do so.
Pursuant to Article 7.2, the following applies: The
designation of the Executive Board as the issuing
body may be determined by resolution of the AGM
for not more than two years at a time.
The resolution of the AGM to that effect can only
be taken on a proposal of the Executive Board that
is subject to the approval of the Supervisory Board.
Such designation shall determine the number of
shares that may be issued. A designation made by
resolution of the AGM cannot be withdrawn unless
stipulated otherwise in the designation.
Pursuant to Article 12.5, the following applies.
Acquisition of own shares other than for no
consideration can only occur if the AGM has
authorised the Executive Board.
This authorisation is valid for a maximum of 18
months. The AGM must specify in the authorisation
how many shares or depositary receipts,
therefore, may be acquired, how they may be
acquired and between which limits the price must
lie. The resolution to repurchase shares requires
the prior approval of the Supervisory Board.
At the AGM held on 29 June 2025 the shareholders'
meeting authorised the board to issue 20% of the
issued shares for a period of 18 months and to limit
or exclude the pre-emptive right thereof.
The board is also authorised to repurchase shares
during the statutory maximum period of 18 months
from 29 June 2025, subject to the law and the
articles of association. The maximum number of
shares that can be repurchased is 20% of the issued
share capital.
5.6 Takeover directive
Pursuant to Article 1 of Decision Article 10 of the
Takeover Directive, MKB Nedsense explains
below:
Capital structure
The capital structure is listed in Chapter 6.3, 'Legal
structure'.
Restrictions
MKB Nedsense has restrictions on the transfer of
shares, voting rights, deadlines for exercising
voting rights and issuance. Furthermore, MKB
Nedsense is not aware of any agreement between
shareholders regarding the restriction of transfer
or voting rights.
Notification of control
The substantial holdings, to the extent known to
MKB Nedsense, are listed in Section 6.3.
Special control rights and control
mechanisms
There are no special control rights attached to
shares. There are no mechanisms for controlling a
scheme that grants rights to employees.
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Appointment and dismissal of members of
the Supervisory Board and Executive Board
With regard to the appointment and dismissal of
members of the Supervisory Board and the
Executive Board, reference is made to Section 6.1
of the financial statements. With regard to the
amendment of the Articles of Association,
reference is made to Section 6.4 of the financial
statements.
Powers of the Board of Directors
Section 6.1 of the financial statements explains the
powers of the Executive Board, including the
powers to issue and acquire shares.
Protective measures
The company has no general protective measures
against a takeover of control of the company, such
as certification of shares, priority shares or
protective preference shares. There are no
significant agreements to which the company is a
party that are created, amended or dissolved
under the condition of a change of control of the
company after a public offer is made. The company
also has no agreements with any director or
employee that provide for a payment on
termination of employment following a public
offer for the company's shares.
5.7 Corporate Governance Code
MBK Nedsense attaches great importance to
sound and transparent corporate governance and
strives for clear communication about this with all
stakeholders. The relevant social aspects of doing
business are taken into account. MBK Nedsense
has implemented the Dutch Corporate Governance
Code. MBK Nedsense endorses the principles of
this Code. Any substantial change in the company's
corporate governance structure and compliance
with the Code will be submitted to the General
Meeting of Shareholders for discussion under a
separate agenda item. For the detailed application
of the revised Code, please refer to the corporate
governance document on the website.
MBK Nedsense has chosen to deviate from the
best practice provisions on a very limited number
of points, as these are not (yet) desirable due to
MBK Nedsense's size or cost considerations. The
best practice provisions with which MBK Nedsense
does not yet (fully) comply are listed below. The
deviations are related to the current phase of the
company.
Best practice provision 1.3.6
Given the size of the company, MBK Nedsense
does not currently have an internal audit
department. MKB Nedsense has made alternative
safeguards to enhance the control systems.
Best practice provision 2.17/2.19
The Code states that the number of supervisory
board members who are not independent in
accordance should collectively amount to less than
half of the total number of supervisory directors,
including the chairman. Given the characteristics of
MKB Nedsense, the chairman is currently
considered not independent as he also serves as a
board member of the majority shareholder.
Best practice provision 2.3.10
Given the size of the company, MBK Nedsense
does not currently have a 'company secretary'.
Best practice provision 4.3.2
Given the size of the company, not all
presentations to (institutional) investors or
analysts will yet be available simultaneously via
webcast.
5.8 Corporate Governance Statement
This statement is included pursuant to Article 2a of
the 'Decree on additional requirements for annual
reports dated 1 January 2010' (hereinafter the
'Decree'). For the statements contained in this
declaration as referred to in Articles 3, 3a and 3b of
the Decree, reference is made to the relevant
references in these Financial Statements (more
specifically: Chapter 5 and Chapter 6 of the
Financial Statements). The following
communications should be considered to be
inserted and repeated here:
Compliance with principles and best practice
provisions of the Code are listed in Section 6.7,
'Corporate Governance Code'.
The main features of MKB Nedsense's
management and control system are listed in
Chapter 5 'Risk factors'.
The functioning of the shareholders' meeting and
the main powers and rights of MKB Nedsense
shareholders and how they can be exercised are
set out in Section 6.6 'Takeover directive'.
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The composition and functioning of the Executive
Board and Supervisory Board are reported in
Section 6.1, 'Executive Board and Supervisory
Board'.
The information referred to in the Article 10
Takeover Directive Decree (Article 3b Adoption
Decree) is listed in Section 6.6 'Takeover Directive'.
6. Remuneration policy
The basic principle of the company's remuneration
policy is that remuneration should be in line with
the market. The remuneration policy for the board
of MKB Nedsense is adopted by the General
Meeting of Shareholders. Following the sale of the
operational activities, the remuneration policy has
been simplified. The actual remuneration for the
Management Board is set by the Supervisory
Board, and the remuneration of the Supervisory
Board is set by the General Meeting of
Shareholders. The remuneration of the
Supervisory Board is independent of the result
achieved by the company.
A new remuneration policy was approved at the
shareholders' meeting on 6 April 2016. As the
company is engaged in operational activities, it
was appropriate to change the remuneration
policy. In this context, the remuneration for
members of the Executive Board was set at
€15,000 on an annual basis. It is expected that
remuneration will be adjusted when new directors
are appointed.
The Supervisory Board considers the current
remuneration policy appropriate to the identity,
mission and values of MKB Nedsense, with the
remuneration ratios within the company and its
subsidiary being appropriate to the content and
responsibility of the various activities performed.
The remuneration policy contributes to social
support and the creation of sustainable value for
its shareholders.
6.1 Board of Directors
Also, given the company's limited size, the
Executive Board received very limited
remuneration. From 6 April 2016, a remuneration
of €15,000 per member of the Executive Board
applied.
There is no result-dependent remuneration or
remuneration in shares or share options for
members of the Executive Board. Any severance
payments will comply with the Code and therefore
not exceed once the annual salary.
6.2 Supervisory Board
On 6 April 2016, the shareholders' meeting set a
remuneration of €10,000 per Supervisory Board
member and €12,000 for the chairman. In 2025, D.
van Dam’s term ended without extension or
replacement after which the Supervisory Board
consist of one member. There is no result-
dependent remuneration or remuneration in
shares or share options for the Supervisory Board
members.
7. Personal details
7.1 Board of Directors
Mr P.P.F. de Vries (CEO)
Drs P.P.F. de Vries (1967, Dutch nationality) is also
a major shareholder and chairman of the board of
Value8 and has extensive experience in the field of
listed companies. Before founding Value8, Mr De
Vries was - for eighteen years (October 1989-
October 2007) associated with the Dutch
Investors' Association (VEB). For the last twelve
years, he has been the managing director of VEB.
During 2002-2003, he was a core member of the
Tabaksblat Committee. Mr De Vries studied
Business Economics at Erasmus University
Rotterdam (1985-1991). He was further chairman of
the pan-European organisation of shareholders'
associations Euroshareholders (2005- 2010) and a
member of the Market Participants Panel of the
pan-European stock market supervisory
organisation CESR (2003-2010). Mr De Vries is a
member of the Committee of Recommendation of
the Juliana Children's Hospital Foundation. In
addition to his position as CEO of Value8 and MKB
Nedsense, Mr De Vries is a director of Cumulex NV
and Hawick Data NV and a supervisory board
member of Ctac N.V., Almunda Professionals N.V.
and Morefield Group N.V
16
7.2 Supervisory Board
Mr G.P. Hettinga (chairman)
Mr G.P. Hettinga (1977, Dutch nationality) is also a
director of Value8. Mr Hettinga completed his
studies in Business Administration of the Financial
Sector at VU University Amsterdam in 2001. From
June 2001 to September 2008, he worked as an
economist at the Dutch Investors' Association
(VEB). In 2007, he was appointed chief economist
at the VEB. Mr Hettinga gained extensive and
relevant experience and knowledge, including in
the field of analysing listed companies, corporate
governance, investor relations, internet and
takeover bids. Mr Hettinga was a supervisory
director at Hawick N.V. (2015-2025), EDCC N.V.
(2009-2011), Lavide Holding N.V. (2013-2014),
Novisource N.V. (2013-2014) and N.V. Dico
International (2011-2015). In addition to his position
at Value8, Mr Hettinga is a supervisory director of
Portan N.V. and a member of the board of Cumulex
N.V.
7.3 Retirement schedule
Organ Person Appointment Appointed for
Board of Directors P.P.F de Vries 2024 4 years
Supervisory Board G.P. Hettinga 2024 2 years
17
17
8. Board statement
The annual figures, as included in this report, give
a true and fair view of MKB Nedsense's assets,
liabilities, financial position, and results for the
financial year.
The financial statements give a true and fair view
of the situation on the balance sheet date and the
course of business during the financial year of MKB
Nedsense and its affiliated companies, the details
of which are included in the financial statements.
The financial statements describe the material
risks faced by MKB Nedsense.
Bussum, 24 April 2026
P.P.F. de Vries
Annual report 2025
19
Content
1. Balance sheet as at 31 December 2025 22
2. Profit and loss account for 2025 23
3. Statement of changes in equity 24
4. Cash flow statement for 2025 25
5. Accounting policies of MKB Nedsense 27
5.1 General 27
5.2 Significant accounting policies 27
5.3 Qualifying as an investment company 27
5.4 Foreign currency 28
5.5 Financial assets 28
5.6 Listed investments 31
5.7 Trade receivables and accruals 33
5.8 Cash and cash equivalents 33
5.9 Equity of MKB Nedsense 33
5.10 Provisions 34
5.11 Other non-current liabilities 34
5.12 Trade and other payables 34
5.13 Employee benefits 34
5.14 Overall statement of comprehensive income 34
5.15 Operating income 34
5.16 Leases 34
5.17 Finance income and expense 34
5.18 Corporate taks 34
5.19 Earnings per share 35
5.20 Cash flow statement 35
6. Notes to the financial statements 36
6.1 Private equity investments 36
6.1.1 Assumptions used in determining the 37
fair value of equity interests 37
6.1.2 Axess Group 37
6.1.3 GNS Brinkman 38
6.1.4 Sensitivity analysis 38
6.1.5 Fair value measurement principles for other private equity 39
valuations 39
6.1.6 Overview of private equity investments 39
6.2 Listed investments 39
6.3 Loans to related parties 39
6.4 Receivables and accruals 40
6.5 Cash at bank and in hand 40
6.6 Subscribed capital 40
6.7 Trade and other payables 40
6.8 Financial instruments measured at fair value 41
6.9 Contingent liabilities 41
6.10 Risks 41
6.11 Related parties 43
6.12 Events after the balance sheet date 43
6.13 Fair value changes private equity investments and non-current receivables 43
6.14 Interest loans to private equity investments 43
6.15 Wages, salaries and social charges 44
6.16 Other operating expenses 44
6.17 Financial income and expenses 44
6.18 Income taxes 44
6.19 Service costs external auditors 45
6.20 Proposed appropriation of profit 45
7. Other data 45
7.1 Statutory provisions on profit appropriation 45
7.2 Amendment of statutes 46
26
22
1. Statement of Financial Position
(x €1.000) 31-12-2025 31-12-2024
ASSETS
Fixed assets
Private equity investments 6.1 € 2,124 € 2,322
Loans to private equity investments 6.1 2,271 € 2,973
TOTAL FIXED ASSETS 4,395 5,295
Current assets
Listed investments 6.2 € 1,892 € 2,012
Loans to related parties 6.3 3,090 € 2,333
Receivables and accruals 6.4 5 € 3
Cash and cash equivalents 6.5 1 € 3
TOTAL CURRENT ASSETS 4,988 4,351
TOTAL ASSETS 9,383 9,646
31-12-2025 31-12-2024
LIABILITIES
Equity
Share capital 6.6 € 1,000 € 1,000
Share premium 46,823 46,823
Other reserves -38,556 -38,620
Result for the year -305 64
Total equity attributable to shareholders of the company 8,962 9,267
Current liabilities
Trade and other payables 6.7 € 421 € 379
Total current liabilities 421 379
Total liabilities 421 379
Total equity and liabilities 9,383 9,646
23
2. Income Statement
(x € 1.000) 2025 2024
OPERATING INCOME
Fair value changes private equity investments 6.13 € -198 € -29
Fair value changes listed investments 6.2 -224 -262
Interest loans to private equity investments 6.14 € 98 € 170
Dividends listed investments 6.2 104 99
Total operating income -220 -22
OPERATIONAL COSTS
Personnel expenses 6.15 € 27 € 32
Other operating expenses 6.16 € 207 € 24
Total operating expenses 234 56
OPERATIONAL RESULT -454 -78
FINANCE INCOME (EXPENSE)
Financial benefits 6.17 € 150 € 143
Financial charges 6.17 -1 -1
Net finance income (expense) 149 142
Result before tax -305 64
Income taxes 6.18 - -
Result after tax -305 64
Attributable to:
Shareholders of the company -305 64
Result for the year -305 64
Earnings per share attributable to shareholders 6.6 -0.00 0.00
Earnings per share attributable to shareholders -0.00 0.00
Statement of comprehensive income
Result for the year -305 64
Total realised and unrealised net results for the period
under review -305 64
Attributable to:
Shareholders of the company -305 64
Total result for the year -305 64
24
3. Statement of changes in equity
(x € 1.000) Share
capital
Share
premium
Other
reserves Result Total
Balance per 1 Jan 2024 1,000 46,823 -38,778 158 9,203
MUTATIONS
Profit allocation 2023 - - 158 -158 -
Realised result 2024 - - - 64 64
Balance per 31 December 2024 1,000 46,823 -38,620 64 9,267
MUTATIONS
Profit allocation 2024 - - 64 -64 -
Realised result 2025 - - - -305 -305
Balance per 31 December 2025 1,000 46,823 -38,556 -305 8,962
25
4. Cash flow statement
(x € 1.000) 2025 2024
Net profit 2 -305 64
Depreciation and amortisation - -
-305 64
Adjustments for:
Interest loans receivable 6.17 € -150 -143
Income taxes 6.18 - -
Dividends -104 -98
Selling private equity investments - -
Fair value changes private equity investments 6.1/6.13 € 198 29
Fair value changes listed investments 6.2 224 262
Interest loans to private equity investments 6.1/6.14 € -98 -170
Movements in receivables and prepayments and accrued
income 6.4 € -2 -3
Changes in trade and other payables 6.7 € 42 -3
Cash flow from operating activities -195 -62
CASH FLOW FROM FINANCING ACTIVITIES
Loans provided -800 -
Repayment of loans receivable 800 48
Repayment of loans provided 193 -
Cash flow from financing activities 193 48
Net change in cash and cash equivalents -2 -14
Cash and cash equivalents at 1 January 2025 / 2024 1 3 17
Cash and cash equivalents on 31 December 2025 / 2024 1 1 3
Presented in the Statement of Financial Position:
Cash and cash equivalents 1 1 3
27
5. Accounting policies of MKB
Nedsense N.V.
5.1 General
MKB Nedsense N.V. (MKB Nedsense) has its
registered office in Amsterdam, the Netherlands,
and offices in Bussum at Brediusweg 33. MKB
Nedsense is registered at the Chamber of
Commerce with registration number 23092326.
MKB Nedsense qualifies as an investment
company under IFRS, with its investments valued
at fair value. The board prepared the annual
report for 6 May 2025, which will be submitted to
the Annual General Meeting for information.
The company's main activities are participating in,
financing, and lending funds to natural persons
and/or legal entities and providing guarantees
and/or other securities to third parties for its own
obligations and/or for obligations for companies
in its investment portfolio. The shares of MKB
Nedsense N.V. are listed on the official Euronext
Amsterdam market.
Business objective
MKB Nedsense supports MKBs in achieving their
growth objectives and provides venture capital to
finance that growth. As a listed investment
company, MKB Nedsense makes diversified
investing in the MKB segment accessible to
private and institutional investors. Investments
are made on the basis of clear investment criteria,
with an emphasis on a positive contribution
(directly or indirectly) to social and economic
prosperity.
The objective is to create long-term shareholder
value. Thanks to diversification of activities and a
conservative financing structure, this objective is
pursued with a mitigated risk profile.
MKB Nedsense expects to have a greater chance
of organic growth and value creation in sectors
with the prospect of higher-than-GDP growth.
5.2 Significant accounting policies
International Financial Reporting Standards
The annual report of MKB Nedsense N.V. for the
period 1 January 2025 up to and including 31
December 2025 has been prepared in accordance
with International Financial Reporting Standards
as accepted for use within the European Union
(EU-IFRS) and with Title 9 Book 2 of the Dutch
Civil Code. The accounting policies applied by
MKB Nedsense N.V. are in accordance with IFRS
effective as of 1 January 2025 and
pronouncements of the International Financial
Reporting Interpretation Committee (IFRIC).
New accounting standards
MKB Nedsense has applied the following new and
amended IFRS standards and IFRIC
interpretations relevant to the Company in 2025,
where applicable.
Application of these amended standards, 'IAS 21 –
The Effects of Changes in Foreign Exchange Rates
Lack of Exchangeability' will apply from the 2025
financial year. This amendment has virtually no
impact on MKB Nedsense.
The following standards and interpretations were
issued as of publication date of the financial
statements but are not yet effective for the 2025
financial statements. Listed below are only those
standards for which MKB Nedsense reasonably
expects that, when amended in the future, will
impact MKB Nedsense’s disclosures, financial
position, or results. MKB Nedsense will apply
these standards and interpretations as soon as
they are effective:
• Amendments to the Classification and
Measurement of Financial Instruments (IFRS 9
and IFRS 7).
• IFRS 18 – includes requirements for all entities
applying IFRS for the presentation and
disclosure of information in financial
statements.
• IFRS 19 – Subsidiaries without Public
Accountability: Disclosures.
In addition to the above, the IASB has proposed
further standards/amendments and
interpretations. However, these are not expected
to have a material impact on MKB Nedsense’s
financial position and operating results.
Accounting policies used in the preparation
of financial statements
The financial statements are in euros, and all
28
amounts are rounded to the nearest thousand,
except per share amounts, unless otherwise
stated. The financial statements have been
prepared on a historical cost basis, except for
investments in private equity (unlisted interests),
investments in listed companies, and financial
instruments, which are measured at fair value.
Value adjustments are recognised through the
income statement.
Loans receivable are measured at amortised cost
in accordance with IFRS 9.
The preparation of financial statements in
conformity with EU-IFRS requires management to
make judgements, estimates and assumptions
that affect the reported values of assets and
liabilities and income and expenses. The estimates
and underlying assumptions are based on
experience and other factors, which are
considered reasonable. The outcomes of the
estimates form the basis for the carrying amounts
of assets and liabilities that are not readily
apparent from other sources. Actual outcomes
may differ from these estimates. The estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to estimates are
recognised in the period in which the estimate is
revised if the revision affects only that period.
Revisions in the reporting period and future
periods are made if the revision also affects future
periods. More specifically, for MKB Nedsense,
estimates and assumptions affect, in particular,
the valuation of private equity investments
(investments in unlisted companies) and financial
instruments (loans and options).
The accounting policies set out below have been
applied consistently. The financial statements
have been prepared on a going-concern basis.
5.3 Qualifying as an investment
company
MKB Nedsense qualifies as an investment
company. Based on this qualification, MKB
Nedsense uses the consolidation exemption for
investment companies (IFRS 10-31).
Within the MKB Nedsense group, there are no
group companies that are not themselves
investment companies but engage in investment-
related activities (IFRS 10-32). This means that
MKB Nedsense does not consolidate group
companies. There is a single balance sheet,
income statement, and cash flow statement. Also,
MKB Nedsense has defined and laid down its exit
policy. Based on its qualification as an investment
company, MKB Nedsense values all participations
at fair value through profit or loss.
5.4 Foreign currency
MKB Nedsense's presentation currency is the
euro. It is equal to the functional currency.
Transactions in foreign currencies are recognised
at the exchange rates prevailing on the
transaction date. Monetary assets and liabilities in
foreign currencies are translated at the closing
rate on the balance sheet date. Gains and losses
arising from foreign currency transactions and the
translation of monetary assets and liabilities
denominated in foreign currencies are recognised
in the income statement. Non-monetary items
measured at fair value in a foreign currency are
translated at the exchange rate prevailing at the
date the fair value is determined.
5.5 Financial assets
MKB Nedsense recognises the following financial
asset categories:
• private equity investments
• loans to private equity investments
• other long-term receivables
MKB Nedsense follows the International Private
Equity and Venture Capital Valuation Guidelines
(IPEV Guidelines), which are explained below.
Private equity investments are measured at fair
value, and fair value movements are recognised
through profit or loss. These are equity
instruments that belong to the group's
investment portfolio. After initial recognition, the
unrealised changes in value resulting from
periodic revaluation are recognised in the income
statement. Loans to portfolio companies (loans to
private equity investments) are classified under
non-current or current assets depending on the
loan's maturity. Presentation is made under non-
current assets, except when the maturity date is
less than 12 months from the balance sheet date,
29
in which case classification as current assets is
made.
Loans to portfolio companies are financial assets
with fixed or determinable payments that are not
quoted in an active market. After initial
recognition, these financial fixed assets are
measured at amortised cost using the effective
interest method and less any impairment for
uncollectibility.
Other non-current receivables are recognised
initially at fair value and subsequently at
amortised cost, using the effective interest
method and net of a provision for uncollectability
where appropriate.
Realised gains or losses on investments are
calculated as the difference between the
purchase price and the carrying amount at the
beginning of the reporting period plus
investments of interest at the time of sale. All
purchases and sales of financial assets according
to standard market conventions are recognised at
the settlement date.
Purchases or sales of financial assets under
standard market conventions are purchases and
sales of an asset under a contract whose terms
require delivery of the asset within the time limits
generally prescribed or agreed in the relevant
market.
Determination of fair value
Regarding methods to be used to determine fair
values, MKB Nedsense follows the International
Private Equity and Ventures Capital Valuation
Guidelines.
Private equity investments
Private equity investments in the company's
investment portfolio include majority stakes in
unlisted companies or minority stakes where the
company has significant influence. In these
investments, there is an intention to dispose of
the stake in a period of between three and five
years.
As these investments relate to unlisted companies
(therefore not liquid), these interests are
classified as non-current assets. Private equity
investments are recognised on a fair value basis,
with recognition of fair value changes through
income. Given the underlying characteristics of
the private equity investments in the investment
portfolio (unlisted large, medium-sized and small
MKBs), fair value is determined based on the price
of a recent transaction or using a DCF calculation
(IFRS Level 3).
In exceptional cases, the multiplier method (IFRS
Level 3) is used; otherwise, only if the underlying
characteristic of the investment justifies applying
a multiplier method. For investments in which no
future cash flows are expected anymore, except
for the settlement of the company to be
liquidated, the fair value is determined using the
net assets method (IFRS Level 3).
Valuation methods
Selecting the appropriate valuation method for
the investments
The price of a recent transaction
When initially accounting for a private equity
investment, the transaction price, including
transaction costs, is used as the fair value of the
investment. Specific factors related to the
transaction are considered to assess whether the
transaction price is representative of fair value:
• various rights linked to the new and already
existing investments (shares)
• disproportionate dilution to existing
shareholders when new shareholders join
• the involvement of a new strategic investor
rather than a financial investor
• whether a transaction qualifies as a 'forced
sale' or 'rescue package'
The length of the period during which the most
recent transaction price is still representative of
the fair value measurement depends on the
specific circumstances of the underlying private
equity investment. In stable market conditions
with few changes within the company and/or
external market conditions, the length of the
period in which the recent transaction price can
be used is longer than in a period of rapid change.
MKB Nedsense applies the price of a recent
transaction for up to one year after that
transaction.
Discounted cash flow method (valuation of
private equity investments)
Under the DCF method, the current fair value is
determined by calculating the net present value
of the future cash flows of the underlying
business (enterprise value). The cash flows and
30
terminal value relate to the underlying business of
the company being valued.
A fair value measurement using an IFRS Level 3
DCF analysis is prepared under the condition that
there is uncertainty about cash flows arising from
working with estimates rather than known
amounts. Cash flow projections are based on
reasonable and supportable assumptions
representative of management's best estimates
of economic conditions over the remaining useful
life of the asset and cash flow projections, as well
as the most current and authorised budgets of
(local) management.
In the DCF analysis, projected cash flows and
terminal value are discounted made at the
weighted average cost rate. Where possible, MKB
Nedsense uses external input variables for the
components determining the weighted average
cost rate (risk-free interest rate, equity to debt
ratio in the sector and cyclical sensitivity).
The market risk premium and enterprise risk
premium are determined using benchmark
information, which is common in the market in
relation to the specific characteristics of the
equity investment being valued. More specifically
for the enterprise risk premium, elements such as
customer dependency, supplier dependency,
management dependency, spread of activities,
entry barriers, track record and flexibility are
considered.
The enterprise value derived from the DCF is
adjusted for the following elements to arrive at
the equity value (base valuation):
• adjustment net debt (debt and excess cash)
• adjustment of other equity claims (preference
shares, option packages and minority
third-party share)
• adjustment creditor equivalents (pension
provisions, claims, dividends payable)
• VAT deferred tax assets on account of
offsettable losses under the condition that
post-tax cash flows based on the nominal tax
rate have been calculated in the DCF
• adjustment of non-operating assets (associates
and joint ventures)
Multiples
The multiple valuation technique is appropriate in
exceptional cases for the primary valuation of a
private equity investment in the investment
portfolio. The multiple method is applied if a
mature company has an identifiable stream of
recurring revenue and relatively stable cash flows.
In addition, it must be possible to compile a
representative peer group. Given the composition
of the private equity investment portfolio (large
companies, medium-sized companies and small
MKBs), compiling a representative peer group is
complex. For that reason, the multiple method is
only used in exceptional cases for the primary
valuation. However, the multiple method is used
within MKB Nedsense as an additional check on
the values resulting from the DCF calculations.
Depending on a company's stage of development,
sector and geographical location, MKB Nedsense
uses an EBITDA/EBITA multiplier or a revenue
multiplier. In the multiple valuation technique, the
following elements are considered:
• application of an appropriate multiple, taking
into account the size, risk and growth
expectations of the underlying equity
investment to determine enterprise value
• adjustment for net debt (debt and excess
cash)
• adjustment for other equity claims (preference
shares, option packages and minority third-
party shares)
• adjustment for creditor equivalents (pension
provisions and claims)
• adjustment for non-operating assets
(associates and joint ventures)
• inclusion of tax-related adjustments in the
multipliers based on pre-tax ratios (Sales,
EBITDA and EBIT)
For companies with mature recurring revenue and
relatively stable cash flows, using an EBITDA
multiple is most appropriate. For companies that
already generate mature business but do not yet
generate stable, consistent profits, a revenue
multiple is appropriate for determining enterprise
value. The turnover multiple method is based on
the assumption that a normalised level of profit
can be generated based on the level of turnover.
This valuation technique is applicable to
companies that are running losses, with the
assumption that these losses are temporary and
that a normalised level of 'recurring' profit can be
established. A valuation based on a turnover
multiple can be achieved by using adjusted
historical turnover figures combined with a
forecast of turnover based on which a sustainable
31
profit margin can be realised.
The validity of multiples used by MKB Nedsense is
increased by:
• objective selection of peers
• consistent definition of multiples
• multiples to correct for differences in tax
payments
• use of the right multiple (the one used in
the specific market)
MKB Nedsense uses multiples derived from
current market multiples that reflect the fair value
of comparable listed companies or are based on
comparable current market transactions.
Generally, the fair value of MKB Nedsense's
private equity investments will be based on
multiples of comparable listed companies.
The fair value measurement takes into account
the impact of the liquidity of the interest held.
Unlisted private equity interests are less liquid
than listed companies. MKB Nedsense applies a
liquidity discount with regard to the valuation of
unlisted interests derived from multiples of listed
interests. The final discount percentage also
depends on the size and specific risk of the
underlying company.
Net assets
Under the Net assets method, the private equity
investment is valued at visible net asset value,
where the assets and liabilities of the equity
investment are valued at fair value. This valuation
technique is suitable for private equity
investments where the value is particularly
dependent on the underlying assets rather than
income. In specific cases, MKB Nedsense also uses
the net assets method for equity investments that
make a loss and or realise only a marginal profit
where, from an investment perspective, a higher
value can be realised by liquidating the underlying
business or when there is a certain guarantee on a
liquidation value.
Specific considerations Indicative bids
Indicative bids are not used separately but as
supporting information for valuation based on
another valuation method.
5.6 Listed investments
Listed investments include listed group
companies and listed non-controlling interests
(associates and investments). Listed group
companies are not consolidated under IFRS 10-31
and are measured at fair value with fair value
changes recognised through profit or loss.
Associates classified under listed investments are
measured at fair value with fair value changes
recognised through profit or loss on the basis of
IAS 28-18.
Investments classified under listed investments
are classified as held for trading and are measured
at fair value with fair value changes recognised
through profit or loss under IFRS 9.
Initially, listed investments are accounted for at
cost. After initial recognition, unrealised changes
in value resulting from periodic revaluation are
recognised in the income statement.
Realised gains or losses on investments are
calculated as the difference between the sale
price and the carrying amount of the investment
at the time of sale.
Determination of fair value
With regard to methods to be used to determine
fair values, Value8 follows the International
Private Equity and Ventures Capital Valuation
Guidelines.
a | Listed investments
The listed investments in MKB Nedsense's
portfolio are traded on the regulated market. A
feature of a regulated market is that the closing
prices of the listed investments are both available
and representative of the fair value of the listed
investments. In accordance with IFRS 13-B34,
listed investments in an active market are valued
at the closing price on the valuation date. In
principle, for investments in listed companies in
an inactive market, the closing price on the
balance sheet date is initially used if there are
frequent transactions during the reporting year. If
there are no frequent transactions during the year
under review in an inactive market, a discount is
applied to the share price on the balance sheet
date.
The discount applied is verified by a DCF
calculation or multiple analyses used as
32
supporting information. If shares are held in a
listed investment that are not exchangeable
(letter shares), a discount is applied to the share
price on the balance sheet date for illiquidity
reasons.
Active and inactive market
An active market is one that meets the following
criteria:
• the financial instruments traded in a market
are homogeneous
• there can normally be found buyers and
sellers at any time (there are frequent market
transactions)
• the prices are available to the public
An inactive market is one where the market is not
well developed. A market is not well-developed if
there are no frequent transactions during the
reporting period.
b | Private equity investments
Private equity investments in the company's
portfolio include unlisted associates and unlisted
investments ('available for sale'). With these
investments, there is an intention to dispose of
the interest in due course. These investments
relate to unlisted companies (therefore not
liquid), so these interests are classified as non-
current assets. Private equity investments are
recognised on a fair value basis, with recognition
of fair value changes through income. Given the
underlying characteristics of the private equity
investments in the investment portfolio (unlisted
large, medium and small enterprises), fair value is
determined based on the price of a recent
transaction (IFRS Level 1) or using a DCF
calculation (IFRS Level 3). In exceptional cases,
the multiplier method (IFRS Level 1) is used,
incidentally, only if the underlying characteristic of
the investment justifies applying a multiplier
method. For investments in which no future cash
flows are expected, except for the settlement of
the company to be liquidated, the fair value is
determined using the Net assets method (IFRS
Level 3).
Valuation methods
The price of a recent transaction (valuation of
private equity investments). When initially
accounting for a private equity investment, the
transaction price, excluding transaction costs, is
used as the fair value of the investment (IFRS 9 -
5.1.1). Specific factors related to the transaction
are considered to assess whether the transaction
price is representative of fair value:
• different rights linked to the new and
already existing investments (shares)
• disproportionate dilution to existing
shareholders when new shareholders join
• a new strategic investor rather than a
financial investor
• a transaction that qualifies as a 'forced sale'
or 'rescue package'
The length of the period during which the most
recent transaction price is still representative of
the fair value measurement depends on the
specific circumstances of the underlying private
equity investment. In stable market conditions
with few changes within the company and/or
external market conditions, the length of the
period in which the recent transaction price can
be used is longer than in a period of rapid change.
Value8 applies the price of a recent transaction
for up to one year after that transaction.
Available market prices (valuation of listed
investments)
For listed interests, the closing price on the
valuation date is used to determine the fair value
of the investment. A precondition is that there is
an active market.
The specific elements MKB Nedsense considers in
the analysis to determine whether there is an
active market are:
• analysis of the frequency of market
transactions: are there sequential
transactions in the market every month
throughout the year?
• analysis of the volume of transactions
sequentially throughout the year
• proximity of transactions in relation to the
valuation date: are there any recent
transactions?
33
• is there a provision of current market
information by the company being valued,
and is there a correlation between the
market information provided and the
development of the share price?
• is sufficient public information about the
company to be valued available?
If MKB Nedsense concludes that there is an
inactive market, MKB Nedsense uses the share
price as an indication of fair value, using an
additional valuation method (supporting
valuation by means of a DCF calculation) to
determine the discount at which an acceptable
fair value is determined.
Regarding a possible discount to the share price
(IFRS Level 2 valuation or IFRS Level 3 valuation
derived from share price), the relevance of the
objectively observable input variable (de facto
closing price of the identical or comparable share)
is first evaluated. If relatively low volumes in
relation to outstanding shares (potentially) lead
to the conclusion that there is an inactive market,
MKB Nedsense determines whether frequent
transactions take place during the reporting
period. If this is the case, the share price is
qualified as a reliable indicator for a fair value
valuation of identical financial instruments.
With respect to non-identical but comparable
financial instruments (lettered unlisted shares of
listed investments), the closing price of the
comparable financial instrument is used as the
basic input variable for fair value measurement. A
markdown is applied to this basic input variable
depending on the following:
• Liquidity restriction because the financial
instrument cannot be traded on the stock
exchange (also applies to non-convertible
listed letter shares in listed companies): 20%;
• Liquidity restriction for financial instruments
not tradable on the stock exchange (applicable
to non-listed letter shares of listed companies)
where there is a conversion right to convert
the shares into listed shares. Deduction
percentage to be applied on account of
possible delay period for prospectus
obligation: 20%;
• Liquidity restriction because the listed financial
instrument is subject to a 'lock-up' period: 5% -
20%, whereby the discount percentage
becomes lower as the lock-up period becomes
shorter;
• Non-controlling interest or controlled interest:
20%;
• In exceptional cases, the discount bandwidth
to be applied can be deviated from if there is a
demonstrable other indicator for the fair value.
Within the defined bandwidth, the actual exit
percentage is used on an estimation basis. The
starting point here is a representative exit price
between market participants in the current
market.
5.7 Trade receivables and accruals
Trade and other receivables are recognised
initially at fair value and subsequently at
amortised cost using the effective interest
method and net of the provision for bad debts. A
provision for bad debts is recognised when it is
assumed that a receivable or part of a receivable
will not be collected. The amount of the provision
is determined as the difference between the
carrying amount of the receivable and the present
value of estimated future cash flows. The addition
to the provision is recognised in other operating
expenses in the income statement.
5.8 Cash and cash equivalents
Cash and cash equivalents consist of cash and
bank balances and other demand deposits. Bank
overdrafts are included in current liabilities. Cash
is measured at face value.
5.9 Equity of MKB Nedsense
MKB Nedsense's ordinary shares are classified as
equity. The purchase price of repurchased shares
is deducted from other reserves until these shares
are cancelled or reissued. The dividend payable to
holders of ordinary shares is recognised as a
liability when the Annual General Meeting
34
approves the dividend proposal.
5.10 Provisions
Provisions are determined based on estimates of
future cash outflows from legally enforceable or
constructive obligations as a result of a past event
of uncertain size or timing of settlement, which
are related to the business activities and for which
a reliable estimate can be made.
5.11 Other non-current liabilities
Other non-current liabilities are measured on
initial recognition at fair value, net of directly
attributable transaction costs. After initial
recognition, these liabilities are measured at
amortised cost using the effective interest
method.
5.12 Trade and other payables
Trade and other payables are initially recognised
at fair value and subsequently at amortised cost.
5.13 Employee benefits
MKB Nedsense has no long-term employee
benefits.
5.14 General overview of
comprehensive income
Revenues and expenses are recognised in the
year to which they relate.
5.15 Operating income
Operating income consists mainly of fair value
changes in private equity investments and listed
investments and realised transaction results on
private equity investments and listed investments.
5.16 Leases
Lease contracts where a major part of the
advantages and disadvantages associated with
ownership do not lie with the company are
accounted for as operating leases. Operating
lease obligations are recognised in profit or loss
on a straight-line basis over the term of the
contract. Lease contracts whereby the company
acts as lessee, and the advantages and
disadvantages associated with ownership lie with
the company are accounted for as financial leases.
Benefits from financial leases are recognised in
the income statement on a straight-line basis in
proportion to the term of the contract. MKB
Nedsense has no contracts that classify as
financial leases.
5.17 Finance income and expense
Finance income and costs are allocated to the
period to which they relate. Interest income is
recognised on a time-proportion basis using the
effective interest method.
5.18 Corporate tax
Income tax comprises current and deferred tax.
Income tax is recognised in the income statement
except to the extent that it relates to items
recognised directly in the consolidated statement
of comprehensive income. In the latter case, the
related tax is also recognised directly in the
consolidated statement of comprehensive
income. Tax due and recoverable for the
reporting period consists of income tax on
taxable profit, which is calculated using the
applicable tax rates. This takes into account
exempt profit components and non-deductible
amounts, as well as adjustments to tax for
previous financial years.
Deferred taxes are recognised for temporary
differences between the tax values of assets and
liabilities and their carrying amounts in the
financial statements. If a deferral would arise on
initial recognition in the financial statements of an
asset or liability arising from a transaction that
affects neither the commercial nor the taxable
35
result, it is not recognised.
Deferred taxes are calculated based on enacted
tax rates and laws that apply or have been
enacted materially by the balance sheet date and
are expected to apply when the related deferred
tax asset is realised, or the deferred tax liability is
paid. Deferred tax assets for tax loss
carryforwards are capitalised only to the extent
that it is probable that offsetting can take place
against future taxable profits. Deferred tax assets
and liabilities with the same term and with the
same tax entity are netted on the balance sheet
to the extent that a legal right to offset exists.
5.19 Earnings per share
Earnings per share are calculated by dividing net
income by the weighted average number of
shares outstanding during the year. To arrive at
diluted earnings per share, ordinary shares that
would have been outstanding if the financial
equity instruments—convertible bonds or stock
options— had been converted into ordinary
shares are also included.
5.20 Cash flow statement
The cash flow statement is prepared using the
indirect method. Receipts and payments relating
to taxes are included under net cash flow from
operating activities. Dividends paid are included
under cash flow from financing activities.
46 36
6. Notes to the financial statements
6.1 Private equity investments
MKB Nedsense finances companies in the investment
portfolio with a loan where appropriate. MKB Nedsense
monitors the fair value of private equity investments
based on the total asset value of the underlying private
equity investment. 31-12-2025 IFRS Level 31-12-2024 IFRS level
Private equity Equity Loans Total Equity Equity Loans Total Equity
investments interest investment interest investment
Axess Group 877 1,366 2,243 3 257 1,313 1,570 3
GNS Brinkman 2,691 340 3,031 3 2,512 1,116 3,628 3
TIB-TEC 100 - 100 3 900 - 900 3
Other private equity investments -1,544 565 -979 3 -1,347 544 -803 3
2,124 2,271 4,395 2,322 2,973 5,295
Loans granted have been valued based on IFRS Level 1 systematics. Other private equity investments consist
of the investments in Value8 Tech Services and Value8 Tech Group. MKB Nedsense N.V. is committed to fund
Value8TechServices B.V. and Value8TechGroup N.V. as reflected in the financial statements and presented as
part of the financial assets.
The movements in private equity investments are as follows: Private equity investments Balance Investments Other Revaluation Balance
31-12-2024 changes 31-12-2025
Axess Group 257 - - 620 877
GNS Brinkman 2,512 - - 179 2,691
TIB-TEC 900 - - -800 100
Other private equity interests -1,347 - - -197 -1,544
2,322 - - -198 2,124
The movements in loans to private equity investments are as follows: Loans to private equity Balance Investments Divestments Other Interest Balance
31-12-2024 changes 31-12-2025
Axess Group 1,313 - - - 53 1,366
GNS Brinkman 1,116 - -800 - 24 340
Other private equity interests 544 - - - 21 565
2,973 - -800 - 98 2,271
The loans have an indefinite maturity; however,
they can be changed by the borrower without any
penalty.
(all amounts in €1,000 unless otherwise stated).
37
Based on the characteristics, the loans have a semi-
permanent financing character. Accordingly, the loans
are classified under fixed assets. The average interest
rate is 4%. In accordance with IFRS 9, provisions are
formed on loans granted on the basis of the
individually assessed risk profile and collateral
provided. There are no assets classified as credit-
impaired.
6.1.1 Assumptions used in determining the
fair value of equity interests
The valuations of the private equity investments are
almost all based on a DCF calculation (Level 3
valuation). The DCF calculations are based on a general
MKB Nedsense DCF valuation model. The assumptions
from the MKB Nedsense DCF valuation model used in
the DCF calculations are shown below.
The risk-free interest rate (equity cost rate) is 2.8% and
is based on an average forward rate used by Dutch
companies following an annual survey by Fernandez
and Acin (survey May 2025: 2.8%) . The market risk
premium used is 5.3% and is also based on the annual
survey by Fernandez and Acin (2024: 5.4%).
The firm-specific risk (cost of equity) was determined
using an analysis of weighted identified risk factors (in
the range between 0% and 9.19%) ) and an illiquidity
premium of 2%) . Firm-specific risk (alpha) was treated
as a component of the 'unlevered' cost of equity. The
'unlevered' cost of equity has been 'delivered' using
the capital ratios and the cost of debt (cost of equity
'levered').
The cost of debt after tax is determined on the basis of
the financing capacity of the respective company and
on observations of comparable companies within the
investment portfolio. In addition, the tax deductibility
of interest expenses based on the nominal tax rate
('tax shield') is taken into account.
Regarding capital ratios, for the purpose of
determining the discount rate, the average capital
ratio was determined based on a weighted average
capital structure of comparable companies in a
selected industry (Damodaran database).
The WACC resulting from the previous method is used
in the calculation of the fair value of the specific
company.
All DCF valuations distinguish between a forecast
period and a 'residual value'. The residual value is
calculated based on the 'perpetuity approach'. The
cash flow from the last forecast year is treated with a
'terminal growth rate' of 2.0%. The enterprise value is
calculated by summing the present value of the free
cash flows in the forecast period with the present
value of the residual value.
Shareholder value is calculated by reducing the
enterprise value by net debt items, such as loans from
shareholders and financial institutions, provisions,
deferred tax liability and MKB Nedsense financing. This
amount is then settled with the value of any non-
operating assets and cash-like items, such as excess
cash.
6.1.2 Axess Group
Fair value measurement as at 31 December 2025
The valuation at 31 December 2025 is based on a DCF
(IFRS Level 3) analysis performed.
Cash flow forecasts are based on reasonable and
substantiated assumptions made by local
management. In preparing the forecasts, numerical
analyses of realised margins and sales trends have
been used. Forecast 2026 assumes 13% higher sales
than realised sales in 2025. The budgeted growth is
based on the well-filled order book, taking into
account the effects of nitrogen issues in the
construction sector. The forecast period is five years.
With regard to revenue projections over the forecast
years up to and including 2030, an average revenue
growth of 4.8% per year (CAGR) from realised sales in
2025 has been assumed. The forecasted gross margin
of 47% is based on the realised 2025 gross margin of
47%. The forecast for 2026 to 2030 assumes an average
increase of 5.5% per year in staff costs. From 2026 to
2030, operating expenses increase on average yearly
by 8.6% compared to 2025.
38
The fair value of Axess Group was determined using
the general MKB Nedsense DCF valuation
methodology. The Axess Group-specific valuation used
the following determinants: Debt/Equity ratio of 49.1%,
company-specific risk (alpha) of 6.2% and a cost of debt
of 5.4%. Based on the general MKB Nedsense DCF
valuation methodology, a WACC of 13.94% was used as
a resultant in the valuation.
6.1.3 GNS Brinkman
Fair value measurement as of 31 December 2025
Cash flow projections are based on reasonable and
substantiated assumptions made by local
management. In preparing the forecasts, numerical
analyses of realised margins and sales trends have
been used.
Forecast 2026 assumes an increase of 14% in sales
compared to 2025 realised sales, based on the well-
filled order book. The forecast period is five years.
With regard to sales projections for the forecast years
2026 to 2030, an average sales increase of 5.2% (CAGR)
annually compared to the 2025 realisation has been
assumed. The forecast gross margin is assumed to
change from 52% realised in 2025 to 50% in the years
thereafter. The forecast through 2030 assumes an
average increase in staff costs of 3.0% per year
compared to 2025. Regarding operational costs, an
average cost increase of 7.5% per year compared to
2025 has been assumed.
The fair value of GNS Brinkman was determined using
the general MKB Nedsense DCF valuation
methodology. The GNS Brinkman specific valuation
used the following determinants: Debt/Equity ratio of
49.1%, company-specific risk (alpha) of 6.5% and a cost
of debt of 5.4%. Based on the general MKB Nedsense
DCF valuation methodology, a WACC of 14.15% was
used as the resultant in the valuation.
6.1.4 Sensitivity analysis
The DCF valuation models include certain input
variables relating to revenue growth and WACC.
Sensitivities related to these input variables are shown
below.
If the models had used an annual one percentage
point lower/higher revenue growth or a one
percentage point higher/ lower WACC, assuming an
unchanged cost structure and unchanged investment
level, the calculations would have led to the following
possible additional value changes:
31 December 2025 Sales growth -1% WACC +1%
Axess Group € -185 € -124
GNS Brinkman € -421 € -167
Sales growth +1% WACC -1%
Axess Group € 190 € 148
GNS Brinkman € 432 € 198
31 December 2024 Sales growth -1% WACC +1%
Axess Group -227 -86
GNS Brinkman -448 -167
Sales growth +1% WACC -1%
Axess Group 214 101
GNS Brinkman 461 197
6.1.5 Fair value principles for other
private equity valuations
Other private equity investments consist of
investments in Value8 Tech Services, Value8 Tech
Group and TIB-TEC. Both Value8 Tech entities are
valued according to the Net Asset Value Method.
39
During 2025, TIB-TEC did not achieve a listing on the
Swiss stock exchangeThe €1.8 million investment has
been paid partly (one-third) in cash and partly (two-
thirds) in new MKB Nedsense shares.
MKB Nedsense has certain guarantees from the
company and major shareholders, among which are
the unfolding of the initial transaction. In 2025, MKB
Nedsense has pursued the possibility of maximising
the value for MKB Nedsense while lowering the
exposure. In 2025, MKB Nedsense has intensified its
activities to safeguard the investment and guarantees.
MKB Nedsense is not certain that the investment in
TIB-TEC will have a positive return in the future. Legal
actions may be necessary to unwind the transaction.
The value of the investment was lowered by 50% or
€900k in 2024 and by another €800K in 2025. The 31
December 2025 valuation of the TIB-TEC investment of
€100K is 5.6% of the initial investment of €1.8 mln.
6.1.6 Overview of private equity
investments
Private equity investments City/country Shareholding in %
31-12-2025 31-12-2024
GNS Brinkman B.V. Amsterdam, the Netherlands 100% 100%
Get Up Group B.V. Bussum, the Netherlands 100% 100%
GNS Group B.V. Amsterdam, the Netherlands 100% 100%
Other private equity investment
TIB-TEC Baar, Switzerland < 3% < 3%
Value8 Tech Group N.V. Amsterdam, the Netherlands 100% 100%
Value8 Tech Services B.V. Amsterdam, the Netherlands 100% 100%
The statement, in accordance with Article 2:379 of the Dutch Civil Code, has been filed with the Chamber of
Commerce.
6.2 Listed investments Listed investments Balance Investments Divestments Fair value Balance
31-12-2024 changes 31-12-2025
Almunda Professionals N.V. € 2,012 104 - -224 € 1,892
2,012 104 - -224 1,892
6.3 Loans to related parties Loans to related parties Balance Investments Divestments Interest Balance
31-12-2024 31-12-2025
Value8 N.V. € 2,333 800 -193 150 3,090
2,333 800 -193 150 3,090
For further explanation, please refer to note 6.10
40
6.4 Receivables and accruals
All receivables and accruals have a maturity of less than
one year. The maximum credit risk consists of the
carrying amount of receivables and accruals recognised
as of the reporting date.
6.5 Cash and cash equivalents
The balance of cash and cash equivalents is at free
disposal. The maximum credit risk is the carrying
amount of cash and cash equivalents recognised as the
reporting date.
6.6 Share capital
The authorised share capital is 100 million ordinary
(listed) shares with a par value of €0.01 and 69 million A
shares (unlisted shares) with a par value of 1 euro cent.
At the end of 2025, the issued capital was €1,000
consisting of 47.25 million A-shares and 52.75 million
B-shares, both of 1 eurocent par value.
Capital management
Equity, the capital managed by the board, is maintained
as much as possible by pursuing the most efficient cost
structure. The board also actively seeks activities that
contribute to the company's capital growth.
Earnings per share
The calculation of earnings per share for 2025 is based
on the profit attributable to shareholders of € -305
(2024: €64) and an average number of outstanding
shares of 100 million shares (2024: 100 million shares).
Earnings per share for 2025 is € -0.00 (2024: €0.00).
Diluted earnings per share equals earnings per share,
as there are no exercisable rights to MKB
Nedsense’s shares.
6.7 Trade and other payables Other liabilities 31-12-2025 31-12-2024
Creditors € 16 € 21
Accrued liabilities € 405 358
€ 421 379
Other payables and accruals have a maturity of less than
one year.
6.8 Financial instruments measured at fair
value
Fair value determination for private equity investments
has been done on the basis of a so-called DCF analysis
(Level 3 valuation). In exceptional cases, for non-
material holdings and entities without operating cash
flow, the net-asset value is considered representative of
fair value (Level 3 valuation).
Loans receivable are non-current financial assets with
fixed or determinable market payments that are not
valued in an active market. After initial recognition at
cost (fair value at initial recognition), the loans are
measured at amortised cost less any impairment losses
where there are doubts about the collectability of the
loan. Due to fixed or determinable market-based loan
terms, the amortised cost of the loans equals fair value.
For a further specification of the valuation of the private
equity investments and the loans receivable, please
refer to the relevant balance sheet item.
6.9 Contingent liabilities
MKB Nedsense has no contingent liabilities besides the
above warrants as of 31 December 2025.
6.10 Risks
MKB Nedsense—like any business—is exposed to risk.
The increasing complexity of society and the investment
projects in which MKB Nedsense is involved, as well as
changing laws and regulations, compel significant risk
awareness. Risk management is the process of
identifying, evaluating, controlling and communicating
risks from an integrated and organisation-wide
perspective. It is a continuous process because
timeliness and taking action in changing circumstances
demand it.
41
This chapter describes the risks faced by MKB Nedsense
as an investment company as well as the operational
and financial risks associated with MKB Nedsense's
investment activities.
The company is convinced that risk management is a
necessary part of sound management and sustainable
business development. Through its risk management
and an appropriate balance between risks and returns,
the company aims to maximise business success and
shareholder value. Optimal risk management should
also contribute to achieving strategic objectives,
optimising operational business processes in terms of
effectiveness and efficiency, increasing the reliability of
financial reporting, and monitoring operations in
accordance with regulations, laws and codes of
conduct.
The following describes the risk factors considered most
important to which the company is subject. The order of
the risks described below is arbitrary.
Economic risk
The fluctuations in the economic cycle, as well as all
other risks to which MKB Nedsense's portfolio
companies are subject, have a potential impact on the
results of the private equity investments and, therefore,
also on the valuation of the private equity investments
on MKB Nedsense's balance sheet. As MKB Nedsense
has a highly differentiated portfolio spread across
various investments with activities in various sectors,
the impact of fluctuations in the economic cycle tends
to be very different.
Difficult economic conditions may adversely affect not
only the valuation of MKB Nedsense's existing portfolio
but also the quantity and quality of available new
investment opportunities, exit opportunities for existing
investments and, as a result, cash generation. It follows
that MKB Nedsense's revenues, earnings and cash flow
are subject to a variety of elements and may also
fluctuate significantly. As a result, MKB Nedsense
cannot guarantee that it can implement its dividend
policy under all circumstances.
Market risk
In addition, the valuation of unlisted private equity
valuations under IFRS may also depend on several
market-related elements (including via comparison with
a listed peer group). However, the volatility of these
market developments does not necessarily reflect the
performance of the investment in question. This means
that the unrealised revaluations on the non-listed MKB
Nedsense portfolio and, as such, MKB Nedsense's result
may also be determined significantly by market
developments.
Competitive risk
MKB Nedsense operates in a competitive market
characterised by both local and
international private equity players and by a rapidly
changing competitive landscape. MKB Nedsense's
success is largely determined by its ability to hold its
own in a highly competitive and differentiating position.
Liquidity risk
MKB Nedsense's portfolio consists of unlisted private
equity investments and, as a result, less liquid. The
realisation of unrealised revaluations on private
investments is uncertain, can take quite some time and
is sometimes legally or contractually restricted during
certain periods (lock-up, standstill, closed period). It also
depends, among other things, on the development of
the results of the investment in question, on the
business cycle in general, and on the availability of
buyers and financing. As such, the illiquidity of its assets
poses a risk to MKB Nedsense's results and cash flow
generation. The focus in managing liquidity risk is on the
net financing headroom, consisting of free available
cash and available credit facilities, in relation to financial
liabilities.
MKB Nedsense has a number of funding sources at its
disposal for this purpose, including dividend payments
by companies from the investment portfolio, repayment
of debts by companies from the investment portfolio to
MKB Nedsense, interest payments on loans granted by
MKB Nedsense to private equity investments, full or
partial sale of investments, issuance of ordinary shares
or preference shares, raising (re)financing by MKB
Nedsense and/or (re) financing of companies in the
investment portfolio. As a result, the Executive Board
considers the liquidity risk to be limited.
Credit risk
Credit risk is the risk of financial loss to MKB Nedsense if
a customer or counterparty to a financial instrument
fails to meet the contractual obligations entered into.
The exposure to credit risk of MKB Nedsense is mainly
determined by the individual characteristics of individual
debtors. In respect of financial instruments measured at
fair value, credit risk is discounted in the fair value
measurement.
42
Loans granted are granted to parties with initial
creditworthiness checks. Write-downs were made on
the loans in the past. Adequate provisions are expected
to be recognised on the loans recognised as of the
reporting date.
Cash and cash equivalents are held with credit
institutions with at least a credit rating of A.
The other asset items under loans and receivables are
recognised at amortised cost, which, given the short
maturity, are almost equal to the nominal value.
Personnel risk
MKB Nedsense relies significantly on its director's
experience, commitment, reputation, deal-making skills,
and network to achieve its objectives. Human capital is a
very important asset for the company. Therefore, the
director's departure may negatively impact MKB
Nedsense's operations and results.
Capital risk policy
At MKB Nedsense, equity qualifies as capital. The
company aims to use the majority of the retained
reserves for investments in the context of organic
growth and acquisitions. The company is not subject to
external requirements around the capital to be held. In
the context of financing growth, MKB Nedsense
expects to maintain a relatively low pay-out ratio in the
coming years, with the aim of at least maintaining any
dividend.
6.11 Related parties
As related parties of MKB Nedsense can be
distinguished: the companies that are part of MKB
Nedsense's investment portfolio, the members of the
Supervisory Board and the members of the Executive
Board and Value8. 3L Capital Holding B.V. also qualifies
as a related party.
Related party transactions
Transactions with companies in the investment portfolio
are conducted at arm's length on terms comparable to
transactions with third parties. Ultimo 2020, MKB
Nedsense provided a short-term loan with a principal
amount of €2,300 to Value8 with an interest rate of 3%
plus twelve-month Euribor. In 2025, €193 was repaid by
Value8 (2024: €75) , €800 was additionally funded to
Value8 and interest was credited.
In addition, there is a receivable from Value8 of €143
(see note 6.3) at year-end 2025 (31 December 2024:
€136) .
This concerns a current account where Value8 ensures
repayment if necessary for the ongoing obligation and
implementation of MKB Nedsense's strategy. The
interest rate is 1.25% per quarter.
The proposed transaction of MKB Nedsense with
Treasury BV would have resulted in related party
transactions. On February 12 2026 MKB Nedsense
informed shareholders by means of a press release that
this proposed transaction would not proceed.
Remuneration of Executive and Supervisory Board
members
The remuneration of the members of the Supervisory
Board is independent of the company's results. The
number of Supervisory Board members at the end of
2025 is 1 (2024: 2). Supervisory Board 2025 2024
Gerben Hettinga 12 12
Derek van Dam - 5
12 17
Board of Directors 2025 2024
Peter Paul de Vries € 15 15
€ 15 15
Within MKB Nedsense, 'key' personnel consist of the
Executive Board and the Supervisory Board. For the
remuneration policy, please refer to Chapter 7 of the
annual report.
Other comments
According to the AFM register, the following
notifications of an interest of more than 3% in the
company's share capital were known as of the date of
the annual report:
• Value8 N.V. 60.07%.
• J.P. Visser 13.53%
• P.P.F. de Vries (3L Capital Holding) 4.94%
• One asset management 8.70%
6.12 Events after the balance sheet date
On 12 February 2026, MKB Nedsense informed
shareholders that the proposed transaction with
43
Treasury BV would not proceed because the AFM did
not approve the business structure of Treasury BV. As a
result the other elements of the intended transaction -
including the transfer of MKB Nedsense’s investment
portfolio, the dividend payment and the changes in the
articles of association - have not been realized either.
There are no subsequent events relevant to the financial
statements.
6.13 Fair value changes private equity
investments and non-current
receivables Fair value changes 2025 2024
private equity interests
Axess Group 620 -404
GNS Brinkman 179 1,569
Ohter private equity interests -997 -1,194
-198 -29
Fair value movements relate to revaluations on the value
of private equity interests and expected effects from
earn-out agreements.
6.14 Interest loans to private equity
investments Intrest loans to 2025 2024
private equity investments
Axess Group 53 90
GNS Brinkman 24 66
Other private equity interests € 21 14
€ 98 170
6.15 Personnel expenses Personnel expenses 2025 2024
Other personnel expenses € 27 32
€ 27 32
During the 2025 financial year, an average of 0 full-time
employees were employed within the company (2024:
0). Salaries relate to remuneration for the Executive
Board and Supervisory Board (see Section 6.11).
6.16 Other operating expenses Other operating expenses 2025 2024
Consultancy fees - -
General operating expenses € 207 24
€ 207 24
As a result of the reverse listing transaction preparations in
2025, listing fees, advisory fees & general expenses were
significantly higher compared to 2024.
6.17 Financial income and expenses Financial income and expenses 2025 2024
Financial income
Interest loans to related parties 1 50 14 3
Total financial income 150 143
Financial expenses
Bank charges & interest 1 1
Total financial income 142 133
44
6.18 Income taxes
Taxes reported as a percentage of results before
tax are 0% (2024: 0%). The reconciliation between
income tax as reported in the income statement
based on the effective tax rates and tax expense
based on the local domestic tax rate is as follows: 2025 2024
Result before tax -780 64
Corporation tax from domestic rate -24% -188 -19% 12
Prior-year adjustments - -
Impact non-taxed results & effect 24% 188 19% -12
of offsets within fiscal unity
- -
MKB Nedsense formed a fiscal unity for corporate
income tax purposes with Value8 Tech Group
N.V., Value8 Tech Services B.V., GNS Brinkman
B.V., Axess B.V., Get Up Group B.V., GNS Group
B.V., GNS Brinkman B.V. and GNS Property B.V.
until ultimo December 2019. As a result, the
company is jointly and severally liable for the
corporate income tax of the combination as a
whole.
MKB Nedsense extended its 2019/20 financial year
to cover the period from 1 January 2019 to and
including 30 December 2020. Due to the
extension of the financial year, fiscal unity was
terminated. However, as 1 January 2023, the fiscal
unity was restored.
At the end of 2025, MKB Nedsense N.V. has
corporate income tax carry forward losses of
€ 1,703 (2024: € 1,213) , with the full amount
available for carry forward. No amounts relating
to taxes were recognised directly in equity in the
2025 financial year.
6.19 External auditor’s service fees
In 2025, MKB Nedsense incurred the
following audit fees from GCP Auditors Ltd.
GCP Auditors Ltd also performed the audit
engagement for 2024. 2025 2024
Audit of financial statements 78 65
Other control assignments - -
Consulting services - -
78 65
6.20 Proposed appropriation of profit
The Executive and Supervisory Boards propose
that no dividend be paid for the 2025 financial
year.
Bussum, 24 April 2026
Board of Directors
Peter Paul de Vries
Supervisory Board
Gerben Hettinga
45
7. Other data
7.1 Statutory provisions on profit
appropriation
Article 38 of the articles of association reads as
follows:
38.1 Each year, the Management Board, with the
approval of the Supervisory Board, determines
what portion of the profit - the positive balance of
the profit and loss account - will be reserved.
38.2 The part of the profit remaining after
reserving, according to Article 38.1, is distributed
as a dividend on the shares.
38.3 Distributions to shareholders can only take
place up to the amount of the distributable part
of the equity.
38.4 Distribution of profits is made after the
adoption of annual accounts, which shows that it
is lawful.
38.5 If a loss is incurred in any year, no dividend
will be paid in respect of that year. No dividend
will be paid in subsequent years until the loss
balance has been cleared by offsetting it against
profits.
The General Meeting may, however, on a
proposal of the Board of Management, which has
been approved by the Supervisory Board, resolve
to offset a loss balance in whole or in part against
the distributable part of the shareholders' equity
or also to pay out a dividend against the
distributable part of the shareholders' equity.
38.6 The Management Board may decide to
distribute an interim dividend. The resolution is
subject to the approval of the Supervisory Board.
38.7 Distributions to shareholders are also
subject to Sections 2:104 and 2:105 of the Civil
Code.
7.2 Amendment of articles of
association
Throughout 2024 and 2025, there were no
changes of the articles of association.
7.3 Audit report
MKB Nedsense appointed GCP Auditors Ltd as
auditor for the 2025 Annual Report.
INDEPENDENT AUDITOR'S REPORT
To: The shareholders and supervisory board of MKB Nedsense N.V.
Report on the audit of the financial statements 2025 included in the annual report
Our opinion
We have audited the financial statements 2025 of MKB Nedsense N.V. based in Amsterdam.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of MKB Nedsense N.V. as at 31 December 2025 and of its result and its cash flows
for 2025 in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
1. the consolidated and company statement of financial position as at 31 December 2025;
2. the following statements for 2025:
the consolidated and company income statement, the consolidated and
company statements of comprehensive income, changes in equity and cash flows; and
3. the notes comprising material accounting policy information and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with European laws and regulations, Dutch law,
including the Dutch Standards on Auditing (NV COS), and International Standards on Auditing
(ISA). Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of MKB Nedsense N.V. in accordance with the applicable requirements of
the EU Audit Regulation (Regulation (EU) No 537/2014), the Wet toezicht
accountantsorganisaties (Wta), the Verordening inzake de onafhankelijkheid van accountants
bij assurance-opdrachten (ViO), and other relevant independence laws and regulations
applicable in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants
(VGBA) and the IESBA Code of Ethics for Professional Accountants, including the
International Independence Standards.
In addition, as a statutory audit firm established in Cyprus, we also comply with the applicable
requirements of the Cyprus Auditors Law 53(I)/2017 and related ethical and independence
requirements, as well as applicable local laws and regulations governing auditor independence.
The audit of the financial statements for the year 2024 represented the first-year audit
performed by GCP Auditors Ltd. Due to uncertainties relating to the opening balances as at 1
January 2024, we were unable to obtain sufficient appropriate audit evidence to determine
whether the opening balances as at 31 December 2023 were free from material misstatement.
As a consequence, we expressed a qualified opinion on the financial statements for the year
2024. However, this scope limitation does not extend to the year-end equity position as at 31
December 2024, in respect of which we were able to obtain sufficient appropriate audit
evidence. Accordingly, the effects of the matter described above are limited to the comparative
financial performance information, and do not affect the equity position as at 31 December
2024.
In the current year, we have performed audit procedures on the opening balances in accordance
with applicable auditing standards and have obtained sufficient appropriate audit evidence to
conclude that these balances do not contain material misstatements that would affect the current
year financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The following information in support of our opinion
was addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 134.000. The materiality is based on 1,5 % of the equity. 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 EUR 4.400, which are
identified during the audit, would be reported to them, as well as smaller misstatements that in
our view must be reported on qualitative grounds.
Risk of material misstatements related to Fraud, non-compliance with laws and
regulations and Going concern
 Fraud risks: Given the judgment involved in valuation and revenue recognition, there
is a risk of management override of controls and inappropriate adjustments, particularly
through manual journal entries.
 Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of
material misstatements related to NOCLAR risks have been identified.
 Going concern risks: We considered whether events or conditions exist that may cast
significant doubt on the Company’s ability to continue as a going concern. While the
assessment involves judgment, we did not identify a material uncertainty.
Audit approach fraud risks
In chapters ‘Corporate Governance’ and ‘Risk Management' of the annual report, the Board of
Management describes its procedures in respect of the risk of fraud and non-compliance with
laws and regulations and the Supervisory Board reflects on this in its report.
As part of our audit, we obtained an understanding of the Company and its business
environment and assessed the design and implementation of the Company’s risk management
in relation to fraud and non-compliance. Our procedures included, amongst other things,
evaluating the Company’s code of conduct, whistleblowing procedures, incidents register and
its procedures for investigating indications of possible fraud and non-compliance (when
applicable).
Furthermore, we performed relevant inquiries with the Board of Management and Supervisory
Board and other relevant functions. We have also incorporated elements of unpredictability in
our audit such as the authorisation of bank payments at group level.
As a result from our risk assessment, we identified the following laws and regulations as those
most likely to have a material effect on the financial statements in case of non-compliance:
• Anti-money laundering laws and regulations; and
• Anti-bribery and corruption laws and regulations.
Based on the above and on the auditing standards, we identified the following fraud risk that is
relevant to our audit, including the relevant presumed risks laid down in the auditing standards,
and responded as follows:
Management override of controls (a presumed risk)
Risk:
Board of Management is in a unique position to manipulate accounting records and prepare
fraudulent financial statements by overriding controls that otherwise appear to be operating
effectively.
The key opportunities for Board of Management manipulation are within the manual elements
of the control environment, such as journal entries and accounting estimates that require
significant judgment (valuation of carbon credit inventories and project-related estimates).
Responses:
We performed a risk-based journal entry testing, including selection based on non-standard and
unusual account combinations, looking into journal entries that do not follow the usual pattern
We evaluated areas with significant Board of Management judgment for bias by the Company’s
management.
We assessed the appropriateness of changes compared to prior year in the methods and
underlying assumptions used to prepare accounting estimates.
We performed a review of related party transactions for completeness, proper authorization,
and arm’s length terms.
We performed risk-based journal entry testing on payments that occurred during the year to
ensure no unauthorized payments have been made.
Audit approach going concern
As noted in the financial statements, the Board of Management has performed its going concern
assessment.
In evaluating this assessment, we considered whether the Board of Management’s analysis
included all relevant information of which we were aware as a result of our audit. Our
procedures included, among others, analyzing the Company’s financial position at year-end,
comparing this to prior periods, reviewing financing arrangements including related terms and
covenants, and considering whether external or market indicators, such as share price
developments, could indicate potential going concern risks.
While no material uncertainty has been identified, the assessment involves significant
judgement.
Based on the procedures performed, we did not identify events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the supervisory board. The key audit matters are not a comprehensive reflection of
all matters discussed.
Valuation of Private Equity Investments
Description and reason this is a key audit matter
The Group holds private equity investments that are measured at fair value through profit or
loss in accordance with IFRS 13 – Fair Value Measurement. The determination of fair value
for these investments requires the application of complex valuation techniques and involves
significant management judgment due to the absence of quoted market prices and the use of
unobservable inputs.
The valuations are primarily based on discounted cash flow models using the weighted average
cost of capital approach. These models incorporate key assumptions such as expected future
cash flows, discount rates, growth rates and capital expenditure levels. Given the sensitivity of
the valuations to these assumptions, relatively small changes could have a material impact on
the reported values.
During the year, management prepared internal valuation models supported by underlying
business plans. In addition, an external independent valuator was engaged to review and assess
these internal valuation reports. However, as described in the valuator’s report, the valuation
process remains inherently subjective and the valuator’s work was limited to reviewing the
applied methodologies, assumptions and mathematical accuracy, without independently
verifying the underlying data provided by management. Furthermore, the engagement did not
constitute a full independent determination of fair value, and the conclusions remain dependent
on the information and assumptions provided by management.
Given the significant estimation uncertainty, the reliance on management assumptions and
unobservable inputs, the complexity of the valuation techniques applied, and the inherent
limitations of the external valuation review, we considered the valuation of private equity
investments to be a key audit matter.
How our audit addressed this matter
Our audit procedures in relation to the valuation of private equity investments included
evaluating the design and implementation of controls over the valuation process and
governance framework, and assessing the appropriateness of the valuation methodologies
applied, with reference to IFRS 13 requirements and prevailing market practice. We critically
assessed the work of the external valuator by evaluating their competence, capabilities and
objectivity, understanding the scope and limitations of their work, and determining whether
their conclusions provided sufficient appropriate audit evidence in the context of our audit.
We challenged the key assumptions used by management, including discount rates, growth
projections and expected future cash flows, by comparing them to external market data,
industry benchmarks and peer group information. We also reviewed the mathematical accuracy
and internal consistency of the valuation models and performed sensitivity analyses on key
assumptions to evaluate the potential impact of reasonably possible changes. In addition, we
assessed whether any valuation adjustments, such as discounts for lack of control or lack of
marketability, were within acceptable ranges based on market evidence and valuation practice.
Finally, we evaluated whether the conclusions reached by management and supported by the
external valuator were consistent with the audit evidence obtained, and we assessed the
adequacy of the disclosures in the financial statements, including those relating to valuation
techniques, key assumptions and estimation uncertainty.
Valuation of Investment in Tib-Tec AG
Description and reason this is a key audit matter
The Group holds an investment in Tib-Tec AG, which is a start-up entity operating in the
hydrogen technology sector. The investment is held through non-voting depositary receipts and
is measured at fair value through profit or loss.
The valuation of this investment is subject to a high degree of estimation uncertainty. Tib-Tec
AG has limited financial information available, no established revenue streams, and its
valuation is largely dependent on the future success of its underlying technology and the
potential for market development. In addition, the anticipated initial public offering of Tib-Tec
AG has not materialised, and the Group has initiated legal proceedings to reverse the original
transaction and recover its investment.
As at the reporting date, the recoverability of the investment is primarily linked to the outcome
of ongoing legal actions and the enforceability of contractual guarantees provided by the
counterparty and its major shareholder. However, there is limited visibility over the financial
capacity of the guarantors and the ultimate collectability of the claim. The valuation is therefore
inherently uncertain and involves significant management judgment.
Management has applied an impairment approach and recognised a substantial write-down of
the investment, resulting in a significantly reduced carrying amount. This approach reflects the
uncertainty surrounding both the fair value of the underlying investment and the outcome of
the legal process. As noted in management’s valuation memo, the situation is highly uncertain
and the recoverable amount is difficult to determine, particularly given the lack of transparent
market data and reliable financial information.
Given the significant uncertainty, the reliance on legal outcomes, the lack of observable market
inputs, and the high level of judgment involved in determining the recoverable amount, we
considered the valuation of the investment in Tib-Tec AG to be a key audit matter.
How our audit addressed this matter
Our audit procedures in relation to the valuation of the investment in Tib-Tec AG included
evaluating the design and implementation of controls over the valuation and impairment
process and assessing the appropriateness of management’s valuation approach, including the
use of an impairment-based methodology given the circumstances.
We obtained and assessed management’s valuation memorandum and supporting
documentation, including legal correspondence and updates from external legal counsel, in
order to understand the status of the legal proceedings and the likelihood of recovery. We
evaluated the key assumptions applied by management, including the expected recoverability
of the claim, the impact of contractual guarantees, and the uncertainties relating to enforcement
and collection.
We critically assessed the reasonableness of the impairment recognised by management by
considering alternative scenarios and performing sensitivity analyses on key assumptions,
including the probability of successful recovery and the potential timing of cash inflows. We
also evaluated the consistency of management’s assessment with available external evidence,
including the legal status of the claim and the absence of reliable financial information on the
counterparty.
Finally, we assessed the adequacy of the disclosures in the financial statements, including those
relating to the significant estimation uncertainty, the nature of the legal proceedings, and the
key assumptions underlying the valuation of the investment.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our
auditor's report thereon.
Based on the following procedures performed, we conclude that the other information:
- is consistent with the financial statements and does not contain material misstatements;
- contains all the information regarding the management report and the other information
as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
substantially less than the scope of those performed in our audit of the financial statements.
The Board of Management is responsible for the preparation of the other information, including
the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other
information as required by Part 9 of Book 2 of the Dutch Civil Code and applicable European
Union laws and regulations.
Internal risk management and control systems (the 'VOR')
The Board of Management's statement on the internal risk management and control systems
(the 'VOR') is included in the chapter on risk factors of the annual report, as required by the
Dutch Corporate Governance Code 2025. As part of our audit procedures, and in accordance
with Dutch Standard 720, which is based on International Standard on Auditing (ISA) 720
(Revised), we have read this statement and considered whether it is consistent with our
knowledge and understanding obtained during the audit of the financial statements. Our
procedures included inquiries with Board of Management, review of board and supervisory
board minutes, and inspection of risk registers and internal control documentation.
We have assessed whether the statement is consistent with the information obtained during our
audit and whether anything has come to our attention that causes us to believe that the statement
is materially inconsistent with our knowledge obtained during the audit.
Based on these procedures, nothing has come to our attention that causes us to believe that the
Board of Management’s statement on the internal risk management and control systems is
materially inconsistent with the information obtained during our audit.
Report on other legal and regulatory requirements and ESEF
We were engaged by the supervisory board as auditor of MKB Nedsense N.V. on 16 January
2026, as of the audit for the year 2025 and have operated as statutory auditor ever since that
financial year. This is our second year of engagement, concluding with the issuance of this
auditor's report.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
MKB Nedsense N.V. has prepared its annual report in ESEF. The requirements for this are set
out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards
on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the (partly) marked-up
consolidated financial statements as included in the reporting package by Green Earth N.V.,
complies in all material respects with the RTS on ESEF.
Board of Management is responsible for preparing the annual report including the financial
statements in accordance with the RTS on ESEF, whereby Board of Management combines the
various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report
in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard
3950N 'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een
digitaal verantwoordingsdocument' (assurance engagements relating to compliance with
criteria for digital reporting).
Our examination included among others:
- Obtaining an understanding of the entity's financial reporting process, including the
preparation of the reporting package;
- Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTs on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
- Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files have been prepared in accordance with the technical
specifications as included in the RTS on ESEF;
- Examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
The Board of Management is responsible for the preparation and fair presentation of the
financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, Board of Management is responsible for such internal control as Board of
Management determines is necessary to enable the preparation of the financial statements that
are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Board of Management is responsible
for assessing the company's ability to continue as a going concern. Based on the financial
reporting frameworks mentioned, the Board of Management should prepare the financial
statements using the going concern basis of accounting, unless the Board of Management either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do
so.
The Board of Management should disclose events and circumstances that may cast significant
doubt on the company's ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means
we may not detect all material misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements. The materiality affects the nature, timing and
extent of our audit procedures and the evaluation of the effect of identified misstatements on
our opinion.
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing (NV COS), which are
based on the International Standards on Auditing (ISA), and in compliance with relevant ethical
requirements, including the IESBA Code of Ethics for Professional Accountants, and
independence requirements.
Our audit included among others:
- identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;
- obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control;
- evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Management;
- concluding on the appropriateness of Board of Management’s use of the going concern
basis of accounting, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause a company to cease to continue as a going
concern.
- evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
- evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the supervisory board regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant findings in
internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities. The information included in
this additional report is consistent with our audit opinion in this auditor's report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards
From the matters communicated with the supervisory board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial statements.
We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Larnaca, 24 April 2026
___________________ ___________________
/s/ drs. A. Hasko RA /s/ GCP Auditors Ltd