Annual report 2025
Lavide Holding N.V.
Leidsevaartweg 99
2106AS Heemstede
The Netherlands
24 April 2026
[Category]
LAVIDE HOLDING N.V.
2
Contents
Foreword by the CEO 3
Management Report 4
Report of the Supervisory Board 7
Directors’ Remuneration Report 9
Board of Directors 10
Supervisory Board 11
Corporate Governance 12
Risk Management 16
Director’s Statement 18
Financial statements 19
Consolidated financial statements 20
Separate financial statements 48
Other information 58
Independent Auditor’s Report 59
LAVIDE HOLDING N.V.
3
Foreword by the CEO
Dear shareholders,
On behalf of the entire organization, it is my pleasure to present to you the 2025 annual report,
including the audited consolidated and separate financial statements of Lavide Holding N.V.
(“Lavide” or the “Company”), together with the independent auditor’s report issued by EY
Accountants B.V.
Following the completion of the statutory audits for the financial years 2023 and 2024, Lavide was
removed from the penalty bench of Euronext Amsterdam in May 2025. In December 2025, the
Company submitted its offering prospectus to the Authority for the Financial Markets (AFM), which
was subsequently approved on 4 March 2026.
After the successful completion of these steps, Lavide can now look forward and focus on its future
as an investment holding in the Dutch capital markets ecosystem.
Thijs Groeneveld
CEO Lavide Holding N.V.
LAVIDE HOLDING N.V.
4
Management Report
This is the report of the Board of Directors (Raad van Bestuur) of Lavide within the meaning of
Section 2:391 Dutch Civil Code. In this report the Board of Directors shall analyse the condition of
the Company on the balance sheet date of 31 December 2025, the developments during the financial
year 2025 and the results.
The Board of Directors continues with the previously communicated strategy of positioning Lavide,
soon to be renamed Triple Finance Group N.V., as a publicly listed investment holding. In 2025, the
Company has successfully stabilized its financial foundation, reestablished its position in the Dutch
capital market ecosystem, and reactivated the listing on Euronext Amsterdam.
Specifically, following the appointment of the new Board of Directors in January 2025 (with the
addition of Mr. Natella), in line with the Company’s internal Governance Code, the Company
continued the course set by the previous Board of Directors by prioritising the audit as an essential
first step and committing to full compliance with applicable rules and regulations, thereby laying a
solid foundation for Lavide’s future expansion. In line with this approach, and as previously
communicated, under the direction of the new Board of Directors the statutory audits for the financial
years 2023 and 2024 were successfully completed. As a result, on 9 May 2025, Lavide Holding N.V.
was removed from the penalty bench of Euronext Amsterdam. Subsequently, on 4 December 2025,
the Company submitted its prospectus to the competent supervisory authority, thereby formally
initiating the regulatory approval process required for the next phase of the Company’s development,
which was subsequently approved on 4 March 2026.
This Annual Report 2025 includes the consolidated and separate financial statements of Lavide
Holding N.V. In the consolidation is included Lavide and its fully owned subsidiaries FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V. (the “Group”). The three subsidiaries as established
in 2022 did not conduct any business activities during the financial year 2025, and the balance sheet
positions, income statements and results of these subsidiaries as per the end of the reporting year
reflected such non-trading status. The Company nor the Group is subject to the structural regime
(structuur regime).
Furthermore, the Board of Directors notes that in 2025 the Company:
⎯ Did not deploy any business activities, despite the initial proposal drafted by the previous Board
of Directors,
⎯ Employed one individual during the financial year and appointed one member of the Advisory of
the Board,
⎯ Developed and adopted an internal investment and financing policy,
⎯ Prepared an Internal Governance Code aligned with the Dutch Corporate Governance Code,
with a first internal draft in November 2024 and a latest update in October 2025. Full
implementation of the Governance Code is expected during 2026, including both the Regulations
for the Board of Directors and Supervisory Board,
⎯ Defined an initial draft risk assessment framework as part of the Internal Governance Code. The
Company notes that the risk assessment framework remains not yet fully applicable given the
lack of business activities across the Group. Despite this, the Company has performed and
documented a first evaluation in preparation of the full implementation of the Governance
Framework expected in 2026. As a result, the Company does not yet fully comply with Best
Practice Provision 1.4.3 of the 2025 Dutch Corporate Governance Code. The Company is
continuing to develop its risk assessment framework and aims to fully comply with this provision
as the Governance Framework is further implemented, which is expected in 2026,
⎯ Did not engage in any Research and Development, due to the absence of business activities,
⎯ Did not implement a Code of Conduct, given the lack of activities,
⎯ Did not need to adopt any Diversity & inclusion Policies as the current capitalization is below the
required threshold EUR 25,000,000.
⎯ Did not define a Company culture or guiding principles, given the limited number of employees,
LAVIDE HOLDING N.V.
5
⎯ Secured both new equity capital as well as short-term financing from shareholders to ensure
sufficient working capital for 2025, with all transactions processed in this annual report.
These arrangements provided sufficient liquidity for the operational cash flow of the Company,
in view of the operational expenses required to maintain adequate levels of capital and liquidity.
The Board of Directors report on the following important developments occurring during the fiscal
year 2025 in respect of the Company.
Following its appointment by the Extraordinary General Meeting of Shareholders on 15 September
2025, EY Accountants B.V. was engaged as the independent external auditor of Lavide Holding N.V.
for the financial year 2025.
In May 2025, the Company raised additional equity capital from three private investors through the
issuance of a fourth tranche of 995,000 privately issued (convertible) B Shares, resulting in
aggregate proceeds of EUR 497,500. With this further investment and following earlier commitments
by existing shareholders to support the Company’s financing needs, the intended strengthening of
the Company’s working capital to EUR 1,500,000 was fully realised.
An Internal Governance Code aligned with the Dutch Corporate Governance Code, including a risk
assessment framework, was developed and applied in a first test phase during the reporting period,
with full implementation and formal assessment against the Code scheduled for 2026. In addition,
the Company developed and adopted an investment and financing policy, providing a framework for
future investment activities and external financing and contributing to transparency towards
shareholders, regulators, and other stakeholders.
In September 2025, the General Meeting resolved to adopt the new company name Triple Finance
Group N.V. following the approval of the offering prospectus by the Authority for the Financial
Markets (AFM) on 4 March 2026, and to commence new business activities in line with the adopted
business plan and the Company’s mission to provide shareholders with access to private investment
strategies, combined with the liquidity of a stock exchange listing. In addition, the General Meeting
approved a phased increase of the authorised share capital, first to EUR 30,000,000 and
subsequently to EUR 130,000,000, to support the implementation of the Company’s strategy and
future capital market transactions.
In line with the adopted business plan and the phased increase of the authorised share capital, the
Company initiated a private placement, which is expected to be closed in Q2 2026, ahead of the
commencement of the public offering later in 2026. The primary purpose of the capital raise is to
fund the Company’s investment strategy, enabling the deployment of capital into its target asset
classes and sectors.
While the majority of the proceeds are intended for investment activities, a portion of the proceeds
from the private placement of B Shares is allocated to operational working capital requirements,
including personnel costs, professional and advisory fees, regulatory and listing costs, and general
corporate expenses. For this purpose, the Company has raised EUR 1,200,000 by issuing an
additional 2,400,000 B Shares. Based on this allocation, the Company believes that its available
capital will be sufficient to meet the group’s operational working capital requirements for at least the
next 12 months.
Lavide did not have any income in the 2025 financial year. This means that the organisation had to
implement a strict spending policy.
The Company’s expenditures mainly consisted of mandatory fees to Euronext Amsterdam, AFM, EY
in connection with the audit, Baker McKenzie in connection with the private placement and
prospectus, ABN AMRO as listing and paying agent, compensation for the members of the Board of
Directors and Supervisory Board, and the costs of organising the annual general meeting and the
extraordinary general meeting of shareholders. Outstanding shareholder loans were extended, and
the Board of Directors retains the flexibility to further extend or convert these loans until 30 June
2026.
Lavide's result in the 2025 financial year was in line with the Company's expectations given the new
plans set out by new Board of Directors and Haerlem Capital’s involvement since October 2024.
The Board of Directors decided to publish this annual report on a going-concern basis.
LAVIDE HOLDING N.V.
6
It will be the further priority of the Board of Directors to contribute to the further enactment of the
necessary steps to ensure the growth of the business and the stable value of the shares in the capital
of the Company.
24 April 2026
___________________
___________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
LAVIDE HOLDING N.V.
7
Report of the Supervisory Board
This is the report of the Supervisory Board (Raad van Commissarissen) of Lavide to the Annual
Report 2025 of Lavide.
During the fiscal year 2025, the Supervisory Board consisted of three Dutch individuals, one male
and two females. The Board was composed by Ms Pieternel Hummelen-Dikker (born 1977, started
1 January 2025 for a four-year term), Chairperson of the Supervisory Board, Ms Jitske Overboom
(born 1984, started 27 December 2022 for a four-year term), ordinary member, and Mr Arnoud
Jullens (born 1982, started 27 December 2022 for a four-year term), ordinary member. None of the
members of the Supervisory Board are affiliated with the business of the Company or have a
participating interest in the capital of the Company. Otherwise in the opinion of the Supervisory
Board, the Supervisory Board meets the criteria of independence as set out in principles 2.1.7 to
2.1.9 of the Dutch Corporate Governance Code.
The Supervisory Board met eleven times in 2025. Meetings were scheduled regularly, subject to the
presence of material agenda items. The Supervisory Board sought full attendance at each meeting;
where this was not feasible, meetings were held with at least a majority of members present. In
2025, the Supervisory Board's activities intensified due to the preparation of the offering prospectus
and the expansion of its responsibilities. The remuneration of the Supervisory Board was increased
accordingly.
In view of the Company’s limited size and scope of activities, the Company has not established a
separate internal audit function. The Supervisory Board has assessed annually whether adequate
alternative measures are in place and whether it is necessary to establish a separate internal audit
function. The Supervisory Board concluded that, for 2025, the internal control framework, external
audit and direct involvement of the Supervisory Board in audit-related matters provide adequate
alternative measures. The Supervisory Board will reconsider the establishment of a separate internal
audit function as the Company’s activities expand.
During 2025, the Supervisory Board oversaw the development and first-phase application of an
internal governance framework, including a Board policy and a Supervisory Board policy, aligned
with the Dutch Corporate Governance Code. The framework was applied in a test phase during the
reporting period, and significant elements were implemented in practice, including governance
checklists and procedures. The annual evaluation of the Company processes was performed as part
of this process. While the framework has not yet been fully implemented in all respects, it provides
the basis for full implementation and formal assessment against the Code in 2026. In preparation
for this next phase, regular coordination meetings have been established between the Company and
the Chair of the Supervisory Board to support the transition to full execution in 2026.
Based on the service contracts entered into with the members of the Supervisory Board, the
members are remunerated with a fee commensurate with the size and activities of the Company.
Although the Company remains limited in size, the workload and responsibilities of the Supervisory
Board increased significantly in 2025, in particular due to the preparation of the offering prospectus.
As a result, the remuneration of the Supervisory Board was increased, as approved by the
Extraordinary General Meeting of Shareholders on 15 September 2025. Such remuneration is paid
pro rata to the members on a quarterly basis starting on 1 October 2025. The profile of the members
of the Supervisory Board and the Company’s Remuneration Policy are published on the website.
The Supervisory Board acknowledges and agrees to the remuneration policies as proposed by the
Board of Directors, which do not provide for variable remuneration for members of the Board of
Directors or any employees of the Company for the fiscal year 2025.
The Supervisory Board, having considered the draft consolidated and separate financial statements
for the year 2025 as submitted to it, acknowledges that no report is being made by the Board of
Directors as to material changes occurring in the financial condition of the business of Lavide as a
Group. In view of the lack of revenues in 2025, the consequential negative result is being
acknowledged. The Supervisory Board recommends to the General Meeting to adopt the
consolidated and separate financial statements for the year 2025.
The Supervisory Board therefore recommends to the General Meeting to discharge the Board of
Directors for its policies and execution thereof for the year 2025 and proposes to the General
Meeting that the General Meeting grants discharge to the members of the Supervisory Board who
were in office in 2025.
LAVIDE HOLDING N.V.
9
Directors’ Remuneration Report
This report should be regarded as a report within the meaning of Section 2:135b of the Dutch Civil
Code and Principle 3.4 of the Dutch Corporate Governance Code. It provides an explanation of the
implementation of the remuneration policy for the Board of Directors and the remuneration policy for
the Supervisory Board.
For additional information, we refer to the Company’s website at www.lavideholding.com, where the
Company published:
— the remuneration policy, as adopted by the General Meeting of Shareholders on 14 January
2025. The new remuneration policy contains minor changes compared to the Company’s
previous remuneration policy and has not changed its overall structure (based on a fixed
remuneration only). The Company plans to publish an extended remuneration policy,
including variable compensation during 2026 or when the Company reaches operational
scale;
— the latest remuneration policy for both the Board of Directors and the Supervisory Board,
including the approved increase in remuneration for the Supervisory Board, as adopted by
the Extraordinary General Meeting of Shareholders in September 2025.
The remuneration payable to members of the Board of Directors and the Supervisory Board during
the financial year 2025 was as follows:
Fixed
Remuneration
Variable
Remuneration
Total
Remuneration
Board of Directors
Thijs Groeneveld
via Haerlem Capital B.V.
*
EUR 150,000
-
EUR 150,000
Mario Natella
via Haerlem Capital B.V.
*
EUR 150,000
-
EUR 150,000
Supervisory Board
Pieternel Hummelen
EUR 16,785
-
EUR 16,785
Jitske Overboom
EUR 15,625
-
EUR 15,625
Arnoud Jullens
EUR 15,625
-
EUR 15,625
The members of the Board of Directors do not receive direct remuneration. Instead, Lavide pays a
fixed annual fee to Haerlem Capital B.V., as both Board members are affiliated with that entity.
The remuneration of the board members is in line with the remuneration policy and in the absence
of activities considered appropriate to contribute to the long term performance of the company
No loans, advances, nor guarantees were granted to members of the Board of Directors or
Supervisory Board.
For additional information regarding the votes and the adoption of the remuneration policy, we refer
to the Company’s website at www.lavideholding.com
*
The amount of the management fee Haerlem Capital B.V. is ex. btw (21%).
*
The amount of the management fee Haerlem Capital B.V. is ex. btw (21%).
LAVIDE HOLDING N.V.
10
Board of Directors
Diede van den Ouden
• Chief Executive Officer until 31 December 2024
• Resigned per 1 January 2025
Thijs Groeneveld
Chief Executive Officer as from 14 November 2024
Mario Natella
Chief Operating Officer as from 14 January 2025
LAVIDE HOLDING N.V.
11
Supervisory Board
Engele Wijnsma
Member and Chair until 31 December 2024
Resigned per 1 January 2025
Jitske Overboom
Member as from 27 December 2022
Arnoud Jullens
Member as from 27 December 2022
Pieternel Hummelen
Member and Chair as from 1 January 2025
LAVIDE HOLDING N.V.
12
Corporate Governance
Lavide is a Dutch public limited liability company listed on Euronext Amsterdam since 1998. After
selling its last operating subsidiaries in 2018, Lavide became an empty shell company but
maintained its listing on Euronext Amsterdam.
General Meeting
Unless provided for otherwise in the Dutch Civil Code or the Articles of Association, any resolutions
by the General Meeting are being taken with ordinary majority of votes cast during the General
Meeting.
General Meetings are being convened by publication of the notice of convocation together with an
agenda and the distribution of the notice through the services of the listing agent with a notice period
of at least 60 calendar days.
The General Meeting is being chaired by the chairperson of the Supervisory Board. In her absence
the other members of the Supervisory Board may propose an alternate chairperson for the General
Meeting.
The General Meeting is convened for its annual meeting each year in the first half year of the running
fiscal year, in order to consider and evaluate the Annual Report for the preceding fiscal year. The
General Meeting may be convened more often for Extraordinary General Meetings, to address
specific matters as being proposed by the Board of Directors or the Supervisory Board.
Shareholders representing one percent (1%) or more of the issued capital may request the Board of
Directors to add proposals to the agenda of a General Meeting, provided that such a request is
submitted to the Board of Directors at the Company's office at least fifty days prior to the day on
which a General Meeting is to be held.
Shareholders representing at least 10% off the issued capital of the Company may, upon obtaining
injunctive relief (voorlopige voorziening) from the President District Court be authorised
(gemachtigd) to convene a General Meeting.
Board of Directors and Supervisory Board
Lavide upholds a two-tier board structure, with the Board of Directors exercising the executive tasks
and responsibilities, and the Supervisory Board being responsible for the supervision of the fulfilment
of the tasks and responsibilities of the Board of Directors, and the providing of advice to the Board
of Directors. Lavide’s governance is furthermore determined by the role of shareholders, holding
certain significant stakes in the share capital of the Company. Lavide does not have a workers’
council, in view of the fact that the Company had only one employee in fiscal year 2025.
Members of the Board of Directors and members of the Supervisory Board are engaged with Lavide,
in compliance with the relevant provision of Section 2:132(3) the Dutch Civil Code, on the basis of a
mandate agreement (overeenkomst van opdracht), and not on the basis of an employment contract.
Members of the Board of Directors are being appointed, and their statutory position may be
suspended and dismissal of the members of the Board of Directors is made by the General Meeting.
Members of Supervisory Board are being appointed by the General Meeting based on a
recommendation made by the Supervisory Board. Their statutory position may be suspended and
dismissal of the members of the Supervisory Board is made by the General Meeting.
The recommendation of the Supervisory Board to appoint a member, must be guided by a
notification about the age, the (other) employment, the number of shares the candidate holds in the
capital of the Company and other functions upheld or having upheld which are of significance for the
fulfilment of the function of member of the Supervisory Board.
In addition, the General Meeting obtains information about other positions as Supervisory Board
member with other businesses, and if it concerns functions with legal entities within the same group,
reference needs to be made to the group only.
LAVIDE HOLDING N.V.
13
The recommendation for appointment is being motivated. In the event of re-appointment of a
member of the Supervisory Board, account is being taken to the past performance of the individual
concerned as member of the Supervisory Board.
In the event of (long term) absence of one member of the Board of Directors (ontstentenis of belet),
the other members of the Board of Directors must arrangement for alternates. In the event of (long
term) absence of all the members of the Board of Directors (ontstentenis of belet), the Supervisory
Board shall assume executive responsibility for the management of the Company. The Supervisory
Board may appoint one or more temporary managers in such case.
The remuneration of the members of the Board of Directors (whether fixed remuneration or variable
remuneration) is being determined by the Supervisory Board. The General Meeting resolves on the
remuneration of members of the Supervisory Board.
Application of the Dutch Corporate Governance Code
The Company is subject to the Dutch Corporate Governance Code (the "Corporate Governance
Code"), which contains both principles and best practice provisions for the Board of Directors, the
supervisory board (raad van commissarissen) of the Company, the Company's Shareholders and
the General Meeting. The Dutch Corporate Governance Code is based on a "comply or explain"
principle.
The Company acknowledges the importance of good corporate governance. However, in view of the
size of the business, and the Company’s relatively limited operational activities, the Company does
not yet fully comply with all the best practice provisions of the Corporate Governance Code. This
includes certain provisions relating to risk management and cyber security, which form part of the
broader best practice provision on risk management.
Such deviations may result in a lower investor protection compared to Dutch issuers that fully comply
with the Corporate Governance Code. Partial or non‑compliance may also expose the Company to
increased regulatory scrutiny, reputational risks or concerns among investors regarding the
robustness of its governance framework. These factors could adversely affect investor confidence,
the Company's ability to access the capital markets, its valuation, and its ability to attract institutional
investors, and ultimately could have a material adverse effect on the Company's business, financial
condition, results of operations and prospects.
With respect to risk management and cyber security specifically, the Company currently operates a
straightforward IT environment and maintains a lean organisational structure. The Company has
implemented a basic set of cyber security policies, controls and procedures appropriate for its
present scale. While suitable for the Company's current operations, these measures may not yet
reflect the full scope of practices typically adopted by larger or more complex listed companies. As
the Company grows and its business becomes more operationally complex, it will expand, formalise
and strengthen these measures accordingly.
The Company remains committed to further develop and enhance its governance framework,
including its risk management, internal control and cyber security policies, in line with its
organisational growth, operational needs and any applicable statutory or regulatory requirements.
Regulations of the Supervisory Board, Profile and Remuneration
The Supervisory Board adopted revised Regulations of the Supervisory Board (Reglement van de
Raad van Commissarissen) on 17 December 2024, which entered into force on 1 January 2025.
These Regulations set out, inter alia, the proceedings, frequency of meetings, convocation and the
interaction with the Board of Directors.
On 17 December 2025, the Supervisory Board reconfirmed the profile of its members, including
principles regarding gender balance. These principles are reflected in the Regulations of the
Supervisory Board and the Regulations of the Board of Directors.
LAVIDE HOLDING N.V.
14
The remuneration report, as adopted by the General Meeting of Shareholders on 14 January 2025,
confirms that the remuneration policy is based on fixed remuneration only and contains no material
changes compared to the previous policy.
The latest remuneration policy for both the Board of Directors and the Supervisory Board, including
an increase in remuneration for the Supervisory Board, was adopted by the Extraordinary General
Meeting of Shareholders in September 2025.
Regulations of the Board of Directors
On 20 March 2025 the Board of Directors adopted its Regulations of the Board of Directors
(Directiereglement) after these Regulations had been evaluated by the Supervisory Board and
confirmed in the meeting of the Supervisory Board of 3 March 2025.
The Regulations of the Board of Directors form part of the Company’s internal governance
framework and set out, inter alia, the principles governing decision-making, meeting procedures,
convocation and the interaction with the Supervisory Board. Together with the Regulations of the
Supervisory Board and the Internal Governance Code, these Regulations provided an initial and
coherent governance framework during the 2025 financial year. This framework was applied in
practice during the reporting period and will be further developed, formalised and assessed against
the Dutch Corporate Governance Code during 2026.
Conflicts of interest
The procedure on avoidance of conflicts of interest (belangenverstrengeling) has been laid out in
the Regulations of the Board of Directors. The policy and rules on prevention of conflicts of interest
are being laid out as follows.
A member of the Board of Directors immediately reports a (potential) conflict of interest of material
significance to the Lavide Holding and/or to the member concerned to the CEO and provides all
relevant information in this respect. The Board of Directors decides, without the member of the Board
of Directors concerned being present, whether there is a conflict of interest.
A conflict of interest exists in any case if Lavide intends to enter into a transaction with a legal entity
(i) in which a member of the Board of Directors personally holds a material financial interest; (ii) of
which a director has a family law relationship with a member of the Board of Directors; or (iii) in which
a member of the Board of Directors holds a management or supervisory position.
In the event a conflict of interests exists or is likely to exist in respect of the CEO, then the
Chairperson of the Supervisory Board will be requested to provide guidance as to the decision
making process within the Board of Directors as regards the matter about which the conflict of
interest concerning the CEO exists or may arise. A member of the Board of Directors shall not
participate in the discussion and decision-making on a subject or transaction in which he has a
conflict of interest with Lavide.
Reserved Matters requiring involvement Supervisory Board
In accordance with Article 17.5 of the articles of association of the Company (the “Articles of
Association”) the Supervisory Board shall be required to approve the following decision of the Board
of Directors:
⎯ The issue or the obtaining of shares in or debt instruments issued by the Company or debt
instruments issued by a limited liability partnership in which the Company is jointly and
severable liable.
⎯ The granting of cooperation to the issue of depositary receipts of shares in the capital of the
Company.
⎯ The request of or the cancellation of the listing of shares in the capital of the Company at
any regulated market.
LAVIDE HOLDING N.V.
15
⎯ The entering into or termination of a durable cooperation of the Company or an affiliated
entity with any other legal entity or limited liability partnership respectively the entering into
the assumption of joint and several liability in a limited liability partnership, to the extent such
entering into or termination is of significant importance to the Company.
⎯ The participation by the Company or an affiliated entity in the capital of another company
with a value exceeding one fourth of the outstanding share capital of the Company and its
reserves in accordance with the balance sheet with explanatory notes of the Company or
the significant increase or decrease of such participation.
⎯ Investments by the Company which exceed one fourth of the outstanding share capital and
the reserves of the Company in accordance with the balance sheet with explanatory notes.
⎯ A proposal to amend the Articles of Association.
⎯ A proposal for the voluntary liquidation of the Company.
⎯ The request for the bankruptcy of the Company or a moratorium of payments (surséance
van betaling).
⎯ The termination of the employment of a significant number of the Company’s employees or
an affiliated entity simultaneously or within a short time frame.
⎯ A significant change in the employment conditions of a large number of employees of the
Company or an affiliated entity.
⎯ A proposal to decrease of the issued share capital.
⎯ Significant changes to the legal structure or the activities of the Company.
Furthermore, the Supervisory Board is required to approve any intended resolutions of the Board of
Directors concerning legal acts as specified by the Supervisory Board in a written notification to the
Board of Directors. No written notification about the approval by the Supervisory Board of certain
resolutions of the Board of Directors concerning legal acts have been issued in the fiscal year 2025.
Finally, the approval of the Supervisory Board shall be required for any contemplated resolution by
the Board of Directors concerning an important alteration of the identity or the nature of the Company
or its business, which includes, but is not limited to:
⎯ Transfer of a significant part or the whole of the business of the Company
⎯ The engagement or termination by the Company or an affiliated entity with another legal
entity or the becoming of fully liable partner in a limited liability partnership if such
engagement or termination is of material importance for the Company.
⎯ The participation or sale of a holding in the capital of another company by the Company or
an affiliated entity which exceeds one third of the assets of the Company in accordance with
its latest balance sheet and explanatory notes.
LAVIDE HOLDING N.V.
16
Risk Management
Introduction – Risk Management Framework going forward
The Board of Directors and the Supervisory Board take their responsibilities for risk management
and the implemented risk control and monitoring systems within the organisation seriously. Lavide
places great importance on effective risk management and control and ensures their continuous
development and optimisation.
In late 2024, the Board of Directors adopted a comprehensive Governance Handbook addressing in
elaborate chapters the risk management policies and procedures of Lavide. Among other matters,
the Governance Handbook covers the following risk areas:
1. Strategic Risks
a. Investment Evaluation
b. Portfolio Diversification
c. Performance Monitoring
2. Financial Risks
a. Company Evaluation
b. Debt and Leverage
c. Currency and Interest rate Exposure
3. Operational Risk
a. Regulatory Compliance
b. Legal Contracts and Documentation
c. IT and Automated Environment
4. Reputational Risks
a. Stakeholder Communication
b. Media Monitoring
c. Corporate Social Responsibility (CSR)
The revised risk management framework became effective as of 1 January 2025.
During the 2025 financial year, the Governance Handbook was updated to include an Information
Security Policy and to clarify provisions on shareholder engagement beyond general meetings,
transparency and reporting on potential conflicts of interest, as well as to further detail the internal
audit process.
The risk policies are monitored and oversight of risk manifestation is supported by a monitoring
process, including a risk register, risk scoring and assessment and internal reporting and audits.
Given the size and complexity of Lavide’s business, no separate internal audit function has been
established.
Risk management fiscal year 2025
The Board of Directors believes that the internal risk management and control systems, provide a
reasonable level of assurance that the financial reporting does not contain any material
misstatements and that these systems functioned properly during the reporting year. The Company
maintains a low risk appetite, particularly with respect to financial reporting, regulatory compliance,
and overall governance matters.
There are no indications that these systems will not function properly in the coming year as the
overhauled risk management policies and processes will be commensurate to the future
development of Lavide’s business.
LAVIDE HOLDING N.V.
17
Non-financial risks
The non-financial risk in the fiscal year 2025 concerned the approval of the Company’s prospectus
in accordance with the AFM’s reverse listing policy. After the approval on 4 March 2026, continuous
compliance with this policy is required in order to proceed with the intended public capital raise and
related corporate actions, including the proposed change of the Company’s name to Triple Finance
Group N.V. The Company is currently in conversations with Euronext to finalise its reverse listing
process, after which the rebranding to Triple Finance Group can be implemented.
There is a direct link between this risk and the Company’s reputation, given the importance of
regulatory approval for maintaining the Company’s position as a listed entity and the interests of its
existing shareholders.
Financial risks
With regard to the management of financial risks, a number of risk management measures ensured
their manageability during the financial year 2025. These measures included the application of a
conservative spending pattern, the monitoring of the Company’s cash position and the availability of
financing to cover the Company’s operational expenses. In May 2025, the Company raised
additional equity capital, which contributed to the mitigation of short-term liquidity risk. At the same
time, the Company’s financial risks remained linked to the dependency on external financing for
future capital market transactions, including the continuation of the intended public capital raise,
pending the approval of the Company’s prospectus. Solvency risk was limited by avoiding long-term
payment obligations, while counterparty credit risk exposures remained limited and were
predominantly related to cash balances held with supervised financial institutions providing payment
and deposit services.
Operational risks
In the 2025 fiscal year, Lavide is a small organisation, with a small workforce and limited resources
for managing the company.
LAVIDE HOLDING N.V.
18
Director’s Statement
In compliance with its statutory obligations under Section 2:101, Paragraph 2 of the Dutch Civil Code
and Section 5:25c, Paragraph 2, Subsection c of the Financial Supervision Act, the Board of
Directors declares that, to the best of its knowledge:
— The financial statements provide a true and fair view of the assets, liabilities, financial
position, and results of the Company and the entities included in the consolidation; and
— The management report provides a true and fair view of the Company's position as at 31
December 2025, as well as the course of business during the 2025 financial year for the
Company and its affiliated entities, reflecting the information included in the financial
statements, and that the management report describes the material risks faced by the
issuing institution.
Furthermore, the Board of Directors declares that, to the best of its knowledge:
— The report provides sufficient insight into deficiencies and the effectiveness of the internal
risk management and control systems, including with respect to operational compliance and
principal risks and uncertainties relevant to the Company.
— The aforementioned systems provide a reasonable level of assurance that the financial
reporting does not contain any material misstatements; and
— The report discloses the material risks and uncertainties relevant to the assessment of
Lavide’s continuity for the twelve-month period following the preparation of the report.
24 April 2026
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
LAVIDE HOLDING N.V.
19
Financial statements
— Consolidated financial statements
— Separate financial statements
LAVIDE HOLDING N.V.
20
Consolidated financial statements
— Consolidated statement of financial position as at 31 December 2025
— Consolidated statement of comprehensive income for the year 2025
— Consolidated statement of changes in equity for the year 2025
— Consolidated statement of cash flows for the year 2025
— Notes to the consolidated financial statements
LAVIDE HOLDING N.V.
21
Consolidated statement of financial position as at 31 December 2025
31 December 2025
31 December 2024
Note
€
€
Assets
Non-current assets
Property, plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
3
Total current assets
Total assets
Equity
4
Share capital
Share premium
Other reserves
(75,891,988 )
(75,565,939 )
Profit or loss for the year
(1,832,580 )
(326,049 )
Total equity attributable to the owners of the
Company
1
(985,068 )
(149,988 )
Current liabilities
Loans and borrowings
5
Provisions
6
Trade and other payables
7
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 25 to 47 are an integral part of these consolidated financial statements.
1
“Company” refers to Lavide Holding N.V.
LAVIDE HOLDING N.V.
22
Consolidated statement of comprehensive income for the year 2025
2025
2024
Note
€
€
Operations
Revenue
9
Administrative expenses
10
(1,781,937 )
(298,193 )
(1,781,937 )
(298,193 )
Operating loss
(1,781,937 )
(298,193 )
Net finance costs
11
(50,643 )
(27,856 )
Loss before taxation
(1,832,580 )
(326,049 )
Income tax expenses
12
Loss after taxation
(1,832,580 )
(326,049 )
Total comprehensive loss attributable to the
owners of the Company
(1,832,580 )
(326,049 )
Earnings per share attributable to equity holders
17
Basic earnings per share
(0.25 )
(0.05 )
The notes on pages 25 to 47 are an integral part of these consolidated financial statements.
LAVIDE HOLDING N.V.
23
Consolidated statement of changes in equity for the year 2025
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
Note
€
€
€
€
€
Balance at 1 January 2025
(75,565,939 )
(326,049 )
(149,988 )
Transactions with the owners of the Company
— Issue of shares
— Appropriation of result 2024
(326,049 )
— Result of the year 2025
(1,832,580 )
(1,832,580 )
Balance at 31 December 2025
4
(75,891,988 )
(1,832,580 )
(985,068 )
Balance at 1 January 2024
(75,347,353 )
(218,586 )
(323,939 )
Transactions with the owners of the Company
— Issue of shares
— Appropriation of result 2023
(218,586 )
— Result of the year 2024
(326,049 )
(326,049 )
Balance at 31 December 2024
4
(75,565,939 )
(326,049 )
(149,988 )
The notes on pages 25 to 47 are an integral part of these consolidated financial statements.
LAVIDE HOLDING N.V.
24
Consolidated statement of cash flows for the year 2025
2025
2024 Restated*
€
€
Note
Cash flows from operating activities
Loss before tax for the period
(1,832,580 )
(326,049 )
Adjustments to reconcile loss before tax to net
cashflows:
Finance costs
Depreciation
Movement in provisions
6
Changes in:
— Trade and other receivables
(4,333 )
— Trade and other payables
7
Cash used in operating activities
(1,179,370 )
(289,418 )
Bank fees paid
(37,307 )
(7,105 )
Interest paid
(9,148 )
(12,942 )
Interest received
Net cash used in operating activities
(1,225,822 )
(309,465 )
Cash flows from investing activities
Purchase of property, plant and equipment
(1,003 )
Net cash used in investing activities
(1,003 )
Cash flows from financing activities
Issuance of shares
Proceeds from loans and new borrowings
5
Repayment of loans and borrowings
5
(139,385 )
Net cash from/(used in) financing activities
Net increase/decrease in cash and cash equivalents
(229,325 )
Cash and cash equivalents at 1 January
3
Cash and cash equivalents at 31 December
The notes on pages 25 to 47 are an integral part of these consolidated financial statements.
LAVIDE HOLDING N.V.
25
Notes to the consolidated financial statements for the year 2025
1. The Company and its operations
LAVIDE HOLDING N.V.
26
LAVIDE HOLDING N.V.
27
LAVIDE HOLDING N.V.
28
LAVIDE HOLDING N.V.
29
LAVIDE HOLDING N.V.
30
LAVIDE HOLDING N.V.
31
LAVIDE HOLDING N.V.
32
LAVIDE HOLDING N.V.
33
LAVIDE HOLDING N.V.
34
35
36
37
38
39
40
41
42
43
44
45
46
47
49
Separate statement of financial position as of 31 December 2025
(Before appropriation of result)
31 December 2025
31 December 2024
Note
€
€
Assets
Non-current assets
Property, plant and equipment
853
-
Total non-current assets
853
-
Fixed assets
Financial fixed assets
23
6,514
200
Total fixed assets
6,514
200
Current assets
Trade and other receivables
24
8,677
4,344
Cash
25
178,114
411,714
Total current assets
186,791
416,058
Total assets
194,158
416,258
Shareholders’ equity
26
Share capital
4,359,828
3,362,328
Share premium
72,379,672
72,379,672
Other reserves
(75,888,488)
(75,565,939)
Undistributed profit
(1,835,198)
(322,549)
Total equity attributable to the owners of the
Company
(984,186)
(146,488)
Provisions
27
500,000
-
Current liabilities
Loans and borrowings
28
457,400
440,000
Trade and other payables
29
220,944
122,746
Total current liabilities
678,344
562,746
Total liabilities
1,178,334
562,746
Total equity and liabilities
194,158
416,258
The notes on pages 51 to 57 are an integral part of these separate financial statements.
50
Separate statement of profit and loss for the year 2025
2025
2024
Note
€
€
Continuing operations
Net turnover
31
-
-
-
-
Administrative expenses
32
(1,781,412)
(298,193)
(1,781,412)
(298,193)
Operating loss
(1,781,412)
(298,193)
Finance costs
33
(45,100)
(24,256)
Loss before taxation
(1,826,512)
(322,449)
Income tax
34
-
-
Share of result of participating interests
23
(8,686)
(100)
Loss after taxation from continuing operations
(1,835,198)
(322,549)
Total comprehensive loss attributable to the
owners of the Company
(1,835,198)
(322,549)
The notes on pages 51 to 57 are an integral part of these separate financial statements.
51
Notes to the separate financial statements for the year 2025
20. General
These separate financial statements and the consolidated financial statements together
constitute the statutory financial statements of Lavide Holding N.V. (hereafter: ‘the
Company’).
21. Basis of preparation
These separate financial statements have been prepared in accordance with Title 9, Book 2
of the Dutch Civil Code. For setting the principles for the recognition and measurement of
assets and liabilities and determination of results for its separate financial statements, the
Company makes use of the option provided in Section 2:362(8) of the Dutch Civil Code. This
means that the principles for the recognition and measurement of assets and liabilities and
determination of the result (hereinafter referred to as principles for recognition and
measurement) of the separate financial statements of the Company are the same as those
applied for the consolidated EU-IFRS financial statements. These principles also include the
classification and presentation of financial instruments, being equity instruments or financial
liabilities.
The Company made use of the principle of Section 360.106 of the Dutch Accounting
Standards (DAS) by not preparing a separate cash flow statement for the Company only.
The Company financial statements were authorised for issue to the public by the Board of
Directors on [date].
Information on the use of financial instruments and on related risks for the Group is provided
in the notes to the consolidated financial statements of the Group.
All amounts in the separate financial statements are presented in Euro, unless stated
otherwise.
22. Significant accounting policies
In case no other principles are mentioned, refer to the accounting principles as described in
the consolidated financial statements. For an appropriate interpretation of these statutory
financial statements, the separate financial statements should be read in conjunction with the
consolidated financial statements.
Participating interests in group companies
Participations, over which significant influence can be exercised, are measured according to
the net asset value method. In the event that 20% or more of the voting rights can be
exercised, it may be assumed that there is significant influence.
The net asset value is calculated in accordance with the accounting principles that apply for
these financial statements; with regard to participations in which insufficient data is available
for adopting these principles, the valuation principles of the respective participation are
applied.
If the valuation of a participation based on the net asset value is negative, it will be stated at
nil.
52
Newly acquired associates are initially recognised on the basis of the fair value of their
identifiable assets and liabilities at the acquisition date. For subsequent valuations, the
principles that apply for these financial statements are used, with the values upon their initial
recognition as the basis.
The amount by which the carrying amount of the associate has changed since the previous
financial statements as a result of the net result achieved by the associate is recognised in
the income statement.
Participations over which no significant influence can be exercised are measured at historical
cost. The result represents the dividend declared in the reporting year, whereby dividend not
distributed in cash is measured at fair value.
In the event of an impairment loss, valuation takes place at the realisable value an impairment
is recognised and charged to the income statement.
Corporate income tax
The Company does not have a fiscal unity with its wholly owned participations, FFF Consult
B.V., FFF Finance B.V. and FFF Treasury B.V.
23. Financial fixed assets
List of participating interests
Set out below is a list of the participating interests of the Group during 2025. The
participations were incorporated on 25 November 2022.
Participating interest
Holding %
Place and country of seat
Principal activity
FFF Consult B.V.
100
Heemstede, Netherlands
Consulting services
FFF Finance B.V.
100
Heemstede, Netherlands
Financing solutions
FFF Treasury B.V.
100
Heemstede, Netherlands
Internal treasury activities
Carrying amount of participations
2025
2024
€
€
Balance at 1 January
200
300
Share of result of participating interests
(8,686)
(100)
Capital contribution
15,000
-
Balance at 31 December
6,514
200
24. Trade and other receivables
31 December 2025
31 December 2024
€
€
Intercompany receivables
3,500
3,500
Other receivables
5,177
844
8,677
4,344
53
25. Cash
31 December 2025
31 December 2024
€
€
Cash
178,114
411,714
178,114
411,714
In the notes to the consolidated financial statements information is included about the
Company’s cash (Note 3).
26. Shareholders’ equity
Reconciliation of movements in capital and reserves
Issued
share
capital
Share
premium
Other reserves
Undistributed
result
Total
€
€
€
€
€
Balance at 1 January 2024
2,862,328
72,379,672
(75,347,353)
(218,586)
(323,939)
Changes in financial year 2024:
- Issue of shares
500,000
-
-
-
500,000
- Appropriation of result 2023
-
-
(218,586)
218,586
-
- Result for the year 2024
-
-
-
(322,549)
(322,549)
Balance at 1 January 2025
3,362,328
72,379,672
(75,565,939)
(322,549)
(146,488)
Changes in financial year 2024:
- Issue of shares
997,500
-
-
-
997,500
- Appropriation of result 2024
-
-
(322,549)
322,549
-
- Result for the year 2025
-
-
-
(1,835,198)
(1,835,198)
Balance at 31 December 2025:
4,359,828
72,379,672
(75,888,488)
(1,835,198)
(984,186)
Differences in equity and profit/(loss) between the Company and consolidated financial
statements
The difference between equity according to the Company balance sheet and equity
according to the consolidated balance sheet is due to the fact that the consolidated
participating interest FFF Treasury B.V. had a negative net asset value but was carried at nil
in the Company balance sheet. No declaration of liability or other securities were provided
for this company.
54
Movements in the difference between the Company and consolidated equity and loss in the
financial year are as follows:
31 December 2025
31 December 2024
€
€
Equity according to the consolidated financial statements
(985,068)
(149,988)
Add: negative net asset value of consolidated participating interests
882
3,500
Equity according to Company financial statements
(984,186)
(146,488)
2025
2024
€
€
Loss according to consolidated financial statements
(1,832,580)
(326,049)
Movement in negative net asset value of consolidated participating
interests
(2,618)
3,500
Loss according to company financial statements
(1,835,198)
(322,549)
Shareholders’ equity
Refer to Note 4 of the consolidated financial statement for details regarding share capital and
share premium.
Unappropriated result
Appropriation of profit of 2024
The financial statements for the reporting year 2024 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2024
has been deducted from its other reserves.
Proposal for profit appropriation 2025
The financial statements for the reporting year 2025 show insufficient freely distributable
equity due to the comprehensive loss for the period. The loss over the reporting period 2025
is proposed to be added to the negative other reserves
27. Provisions
In the notes to the consolidated financial statements information is included about the
Company’s provisions in Note 6.
28. Loans and borrowings
In the notes to the consolidated financial statements information is included about the
Company’s loans and borrowing (Note 5).
55
29. Trade and other payables
31 December 2025
31 December 2024
€
€
Trade payables
110,187
-
Management fee payable
90,750
90,750
Payable to group companies
-
200
Interest payable
10,193
18,444
Other payables
9,814
13,352
220,944
122,746
30. Financial instruments
In the notes to the consolidated financial statements information is included about the
Group’s financial instruments (Note 8). The risks, objectives, policies, and processes for
measuring and managing risk, and the management of capital apply also to the Company
financial statements.
Amortised cost
Amortised cost
31 December 2025
31 December 2024
€
€
Financial assets
Trade and other receivables
8,677
4,344
Total financial assets
8,677
4,344
Financial liabilities
Loans and borrowings
457,400
440,000
Provisions
500,000
-
Trade and other payables
220,944
122,746
Total financial liabilities
1,178,344
562,746
Nominal value
Nominal value
31 December 2025
31 December 2024
€
€
Cash
178,114
411,714
Note: all trade and other receivables are related to the Company.
56
31. Net turnover
The Company did not generate any net turnover in 2025 and 2024.
32. Administrative expenses
2025
2024
€
€
Management fee expenses
411,125
223,538
Employee benefit expenses
97,431
-
AFM and Euronext expenses
66,121
26,259
Consultancy expenses
350,315
41,887
Legal expenses
108,416
-
Audit and accounting fees
201,985
-
Office and rental expenses
24,826
721
Travel and subsistence expenses
12,789
813
Depreciation
150
-
Provision
500,000
-
Other administrative expenses
8,254
4,975
1,781,412
298,193
Employee benefit expenses
2025
2024
€
€
Wages and salaries
81,000
-
Social security costs
12,381
-
Pension costs
4,050
-
97,431
-
33. Finance costs
2025
2024
€
€
Interest income
3
48
Total finance income
3
48
Interest expense on loans and borrowings
18,296
20,799
Bank costs
26,807
3,505
Total finance costs
45,103
24,304
Net finance costs
45,100
24,256
34. Tax on result
2025
2024
€
€
Tax expense for current financial year
-
-
-
-
57
In the notes to the consolidated financial statements information is included about the tax
on result (Note 12).
35. Workforce
The average number of full-time employees (FTE) employed by the Company was 1 (2024:
0). The employee is based in the Netherlands.
36. Subsequent events
The Company submitted its prospectus to the Authority for the Financial Markets (AFM) on
2 December 2025 in connection with the proposed public share placement in 2026, which
was subsequently approved by the AFM on 4 March 2026.
Following approval of the prospectus, the Company raised an additional € 1,200,000, issuing
an additional 2,400,000 B Shares. The transaction is effective as of 23 April 2026.
Additionally, during this first closing of the private placement, Haerlem Capital’s milestone
compensation of € 500,000 has been converted into 1,000,000 B Shares.
The financial statements were approved by the board of directors and authorised for issue
on 24 April 2026 They were signed on its behalf by:
The signing of the annual accounts is drawn up as follows,
______________________
______________________
Thijs Groeneveld
Mario Natella
Chief Executive Officer
Chief Operating Officer
58
Other information
Statutory regulation on the appropriation of profits.
With regard to the retaining and distribution of dividends, Article 32 of the Company's Articles
of Association stipulate the following:
From the profit made in the last financial year that has elapsed, the preference shares shall
first be distributed on the percentage of the amount compulsorily paid up on those shares,
as referred to below. The percentage referred to above is equal to the average deposit rate
of the European Central Bank, weighted by the number of days for which it applied during
the financial year in respect of which the payment is made, increased by three one-quarters
and increased by the average storage rate, also weighted by the number of days for which it
applied as applied by the largest credit institution in the Netherlands in terms of balance sheet
total at the end of the financial year for which the payment is made. If and to the extent that
the profit is not sufficient to make the full distribution referred to in this paragraph, the deficit
will be paid out from the reserves.
In the event of withdrawal with redemption of preference shares, a distribution shall be made
on the day of redemption on the revoked preference shares, which distribution shall be
calculated as far as possible in accordance with the provisions of paragraphs 1 and 3 and
over time to be calculated over the period from the day on which a distribution as referred to
in paragraphs 1 and 3 was last made or if the preference shares were made after the such a
day: from the day of placement until the day of reimbursement, all this without prejudice to
the provisions of Section 2:105 (4), of the Dutch Civil Code.
If, in any financial year, the profit or distributable reserves are not sufficient to make the
distributions referred to in this Section, the provisions of the first two sentences of paragraph
1 above and the provisions of paragraph 4 shall not apply in the following financial years until
the deficit has been made up.
The Board of Directors shall determine, subject to the approval of the Supervisory Board,
what part of the remaining profit will be reserved after application of the provisions of the
previous paragraphs. The remaining profit after reservation is at the disposal of the General
Meeting. If the General Meeting decides to distribute all or part as referred to in the previous
paragraph, this shall be done to the holders of shares A and B shares in proportion to their
holdings of shares A and B, without prejudice to the provisions of paragraph 4 of Article 33
of the Articles of Association.
The Company can only make distributions to shareholders and other persons entitled to
distributable profits to the extent that its equity capital exceeds the amount of the paid-up and
called part of the capital plus the reserves that must be held by law.
In line with the latest version of the Company’s articles of association, resolutions of the
General Meeting to cancel reserves in whole or in part require the approval of the Board of
Directors and the Supervisory Board.
59
Independent auditor’s report
To: the shareholders and supervisory board of Lavide Holding N.V.
Report on the audit of the financial statements 2025
included in the annual report
Our opinion
We have audited the accompanying financial statements for the financial year ended 31 December 2025
of Lavide Holding N.V. based in Amsterdam, the Netherlands.
The financial statements comprise the consolidated financial statements and the separate financial
statements.
In our opinion:
• The consolidated financial statements give a true and fair view of the financial position of Lavide
Holding N.V. as at 31 December 2025 and of its result and its cash flows for 2025 in accordance with
IFRS Accounting Standards as adopted in the European Union (IFRS Accounting Standards) and with
Part 9 of Book 2 of the Dutch Civil Code
• The separate financial statements give a true and fair view of the financial position of Lavide Holding
N.V. as at 31 December 2025 and of its result for 2025 in accordance with Part 9 of Book 2 of the
Dutch Civil Code
The consolidated financial statements comprise:
• The consolidated statement of financial position as at 31 December 2025
• The following statements for the year 2025: the consolidated statements of comprehensive income,
changes in equity and cash flows
• The notes comprising material accounting policy information and other explanatory information
The separate financial statements comprise:
• The separate statement of financial position as at 31 December 2025
• The separate statement of profit and loss for the year 2025
• The notes comprising a summary of the accounting policies and other explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the Our responsibilities for the audit of
the financial statements section of our report.
We are independent of Lavide Holding N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid
van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation
with respect to independence) and other relevant independence regulations in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA,
Dutch Code of Ethics for Professional Accountants).
60
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and
in forming our opinion thereon. The following information in support of our opinion and any findings
were addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
Our understanding of the business
Lavide Holding N.V. (‘the company’, or, together with its consolidated subsidiaries, ‘the group’) is a stock-
listed holding which did not have any (business) operations in 2025. We paid specific attention in our
audit to a number of areas driven by the operations of the group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement of the
financial statements, whether due to fraud or error in order to design audit procedures responsive to
those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion.
Materiality
Materiality
€ 12,500 (2024: € 3,000)
Benchmark applied
1% of administrative expenses for 2025 (rounded), excluding the
amount (€ 500,000) recognized in 2025 related to the milestone-based
payable to Hearlem Capital, as part of their subscription agreement.
Explanation
Based on our professional judgement and our perception of the
financial information needs of the users of the financial statements, a
benchmark of 1% of administrative expenses is an appropriate
quantitative indicator of materiality as, absent any (business)
operations in 2025, administrative expenses best reflect the financial
performance of the company.
We determined materiality consistent with prior financial year.
We have also taken into account misstatements and/or possible misstatements that in our opinion are
material for the users of the financial statements for qualitative reasons.
We agreed with the supervisory board that misstatements in excess of € 625, 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.
61
Scope of the group audit
The company has three wholly owned subsidiaries that were incorporated on 25 November 2022 and did
not have any (business) operations. The financial information of this group is included in the financial
statements.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units within the group as a basis
for forming an opinion on the financial statements. We are also responsible for the direction,
supervision, review and evaluation of the audit work performed for purposes of the group audit. We
bear the full responsibility for the auditor’s report.
Based on our understanding of the group and its environment, the applicable financial framework and
the group’s system of internal control, we identified and assessed risks of material misstatement of the
financial statements and the significant accounts and disclosures. Based on this risk assessment, we
determined the nature, timing and extent of audit work performed, including the entities or business
units within the group (components) at which to perform audit work. For this determination we
considered the nature of the relevant events and conditions underlying the identified risks of material
misstatements for the financial statements, the association of these risks to components and the
materiality or financial size of the components relative to the group.
We performed the audit work ourselves for all significant accounts of the company.
This resulted in a coverage of 100% of administrative expenses and 100% of total assets.
For the three subsidiaries, we performed specified audit procedures and analytical procedures to
corroborate that our risk assessment and scoping remained appropriate throughout the audit.
By performing the audit work mentioned above at the entities or business units within the group,
together with additional work at group level, we have been able to obtain sufficient and appropriate
audit evidence about the group’s financial information to provide an opinion on the financial statements.
Teaming and use of specialists
We ensured that the audit team included the appropriate skills and competences which are needed for
the audit of a listed client. We included income tax specialists.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to
detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable
assurance that the financial statements, taken as a whole, are free from material misstatement, whether
caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud.
During our audit we obtained an understanding of the company and its environment and the
62
components of the system of internal control, including the risk assessment process and the board of
directors’ process for responding to the risks of fraud and monitoring the system of internal control and
how the supervisory board exercises oversight, as well as the outcomes.
We refer to Section Risk Management of the annual report for the board of directors’ risk assessment
after consideration of potential fraud risks.
We evaluated the design and relevant aspects of the system of internal control and in particular the
fraud risk assessment. We evaluated the design and the implementation of internal controls designed to
mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud and misappropriation of assets. We evaluated whether these factors indicate that a risk
of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other
audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.
We addressed the risks related to management override of controls, as this risk is present in all
organizations. For these risks we have, among other things, performed procedures to evaluate whether
the selection and application of accounting policies by the company, particularly those relating to
subjective measurements and complex transactions, as disclosed in note 2.(d) Use of judgments and
estimates of the Notes to the consolidated financial statements, may be indicative to fraudulent financial
reporting.
We have also used data analysis to identify and address high-risk journal entries and other adjustments
made in the financial reporting process. We evaluated the business rationale (or the lack thereof) of
significant extraordinary transactions, including those with related parties. We also evaluated whether
transactions with related parties were accounted for at-arm’s length and in accordance with loan and
subscription agreements or other documentation.
We considered available information and made enquiries of members of the board of directors and the
supervisory board.
The fraud risks we identified, enquiries and other available information did not lead to specific
indications for fraud or suspected fraud potentially materially impacting the view of the financial
statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of those laws and
regulations that have a direct effect on the determination of material amounts and disclosures in the
financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws
and regulations that could reasonably be expected to have a material effect on the financial statements
from our general industry experience, through discussions with the board of directors, reading minutes,
and performing substantive tests of details of classes of transactions, account balances or disclosures.
63
We also inspected correspondence with regulatory authorities and remained alert to any indication of
(suspected) non-compliance throughout the audit. Finally, we obtained written representations that all
known instances of non-compliance with laws and regulations have been disclosed to us.
Our audit response related to going concern
The board of directors made a specific assessment of the company’s ability to continue as a going
concern and to continue its operations for at least the next twelve months. As disclosed in section Going
concern in 1.(c) of the Notes to the consolidated financial statements, the company remains dependent
on external financing to fund its operations. The financial statements have been prepared on a going
concern basis.
We discussed and evaluated the specific assessment with the board of directors exercising professional
judgment and maintaining professional skepticism. We inspected the Subscription agreements with
private investors and the capital contributions realized in the first and second quarter of 2026. We
considered whether the board of directors’ going concern assessment, based on our knowledge and
understanding obtained through our audit of the financial statements or otherwise, contains all relevant
events or conditions that may cast significant doubt on the company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going concern or
the board of directors’ use of the going concern basis of accounting. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements. As the company had no (business) operations in 2025 and, based on
our risk assessment, there are no matters that required significant auditor’s attention, we determined
that there are no key audit matters to communicate in our auditor’s report, consistent with prior
financial year.
Report on other information included in the annual report
The annual report contains other information in addition to the financial statements and our auditor’s
report thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management
report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as
required by Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code for the remuneration
report.
64
We have read the other information. Based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements. By performing these procedures, we comply with the requirements of
Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720.
The scope of the procedures performed is substantially less than the scope of those performed in our
audit of the financial statements.
The board of directors is responsible for the preparation of the other information, including the
management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information
required by Part 9 of Book 2 of the Dutch Civil Code. The board of directors and the supervisory board
are responsible for ensuring that the remuneration report is drawn up and published in accordance with
Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code.
Description of responsibilities regarding the financial statements
Responsibilities of the board of directors and the supervisory board for the
financial statements
The board of directors is responsible for the preparation and fair presentation of the financial statements
in accordance with IFRS Accounting Standards and Part 9 of Book 2 of the Dutch Civil Code. Furthermore,
the board of directors is responsible for such internal control as the board of directors determines is
necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the board of directors is responsible for assessing
the company’s ability to continue as a going concern. Based on the financial reporting framework
mentioned, the board of directors should prepare the financial statements using the going concern basis
of accounting unless the board of directors either intends to liquidate the company or to cease
operations, or has no realistic alternative but to do so. The board of directors should disclose events and
circumstances that may cast significant doubt on the company’s ability to continue as a going concern in
the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may
not detect all material misstatements, whether due to fraud or error during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements. The materiality affects the nature, timing and extent of our audit
procedures and the evaluation of the effect of identified misstatements on our opinion.
65
We have exercised professional judgment and have maintained professional skepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. The Information in support of our opinion section above includes an informative summary
of our responsibilities and the work performed as the basis for our opinion.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is
sufficient and appropriate to provide a basis for our opinion
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the board of directors
• Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures
• Evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation
Communication
We communicate with the supervisory board regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant findings in internal control that
we identify during our audit.
In this respect we also submit an additional report to the supervisory board in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest
entities. The information included in this additional report is consistent with our audit opinion in this
auditor’s report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, not communicating the matter is in the public interest.
Report on other legal and regulatory requirements and
ESEF
Engagement
We were appointed by the general meeting as auditor of Lavide Holding N.V. on 14 January 2025, as of
the audit for the year 2023 and have operated as statutory auditor ever since that date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
66
European Single Electronic Reporting Format (ESEF)
The company has prepared the annual report in ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of
a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in the XHTML format, including the (partially) marked-up
consolidated financial statements as included in the reporting package by the company, complies in all
material respects with the RTS on ESEF.
The board of directors is responsible for preparing the annual report, including the financial statements,
in accordance with the RTS on ESEF, whereby the board of directors combines the various components
into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N,
”Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument” (assurance engagements relating to compliance with criteria for digital
reporting). Our examination included amongst others:
• Obtaining an understanding of the company’s financial reporting process, including the preparation
of the reporting package
• Identifying and assessing the risks that the annual report does not comply in all material respects
with the RTS on ESEF and designing and performing further assurance procedures responsive to
those risks to provide a basis for our opinion, including:
• Obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance document and the XBRL extension taxonomy files,
has been prepared in accordance with the technical specifications as included in the RTS on ESEF
• Examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these are in
accordance with the RTS on ESEF.
Amsterdam, 24 April 2026
EY Accountants B.V.
Signed by P. Sira