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Morefield Group — Audit Report / Information 2024
May 1, 2025
9919_iss_2025-04-30_5553de5a-b591-4cc9-9646-18b630e2345d.pdf
Audit Report / Information
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18 Glossary
| DCF | Discounted Cash Flow valuation method for evaluating an investment by estimating future cash flows, considering the time value of money. |
|---|---|
| Earnings per share | Net income attributed to ordinary shares divided by the weighted number of ordinary shares during the financial year. |
| Earnings per share before amortisation | Net income attributable to ordinary shares before amortisation divided by the weighted number of ordinary shares during the financial year. |
| Diluted earnings per share | Net income divided by the weighted number of ordinary shares during the financial year, assuming that all rights to shares (such as options or convertible bonds) would have been exercised. |
| EBIT | Earnings before interest and taxes. |
| ECL | Expected credit loss. |
| EBITDA | Earnings before interest, taxes, depreciation, and amortisation. |
| FTE | Full-time equivalent. A unit of account used to express the size of the number of employees. One FTE represents one staff member with a full working week. |
| IFRS | The International Financial Reporting Standards (IFRS) is an accounting standard for annual reports. Since 1 January 2005, listed companies in the EU have been required to report in this manner |
| Net asset value per share | The equity per ordinary share. |
| Normalised result | The result before deduction of non-recurring costs and income. |
| Operating EBITDA | EBITDA from normal operations. |
| Operating profit | EBIT. |
| Recurring EBITDA | EBITDA before deduction of non-recurring costs and income. |
| Solvency | Equity expressed as a percentage of total assets. |
| Total shareholder return (TSR) | The return on equity measured by the change in share price plus the dividend. |
| WACC | Weighted average cost of capital. It is a formula by which the average costs of a company's capital are calculated. The cost of debt and the cost of equity are weighted. |
Financial Statements 2024
VALUE8 | FINANCIAL STATEMENTS 2024
Table of Contents
| 19.1 Financial statements | 36 |
|---|---|
| 19.1.1 Statement of Financial Position | 36 |
| 19.1.2 Income Statement | 37 |
| 19.1.3 Statement of Changes in Equity | 38 |
| 19.1.4 Cash flow statement 2024 | 39 |
| 19.2 Notes to the financial statements | 41 |
| 19.2.1 Value8 basis for reporting | 41 |
| 19.2.2 Tangible fixed assets | 49 |
| 19.2.3 Property investments | 49 |
| 19.2.4 Private equity investments | 49 |
| 19.2.5 Loans granted to listed investments | 54 |
| 19.2.6 Loans granted to others | 55 |
| 19.2.7 Options on investments in investment portfolio | 55 |
| 19.2.8 Listed investments | 55 |
| 19.2.9 Receivables and accruals | 57 |
| 19.2.10 Cash | 57 |
| 19.2.11 Share capital | 57 |
| 19.2.12 Earnings per share | 58 |
| 19.2.13 Non-current liabilities | 58 |
| 19.2.14 Amounts owed to credit institutions | 58 |
| 19.2.15 Loans from related parties | 58 |
| 19.2.16 Loans from others | 58 |
| 19.2.17 Trade and other payables | 58 |
| 19.2.18 Financial instruments measured at fair value | 59 |
| 19.2.19 Contingent liabilities | 60 |
| 19.2.20 Risks | 60 |
| 19.2.21 Related parties | 62 |
| 19.2.22 Events after the balance sheet date | 63 |
| 19.2.23 Fair value changes private equity investments | 64 |
| 19.2.24 Fair value changes listed investments | 64 |
| 19.2.25 Interest loans granted to private equity investments | 64 |
| 19.2.26 Interest listed investments | 64 |
| 19.2.27 Realised results | 64 |
| 19.2.28 Other income | 64 |
| 19.2.29 Dividends | 65 |
| 19.2.30 Wages, salaries, and payroll taxes | 65 |
| 19.2.31 Other operating expenses | 65 |
| 19.2.32 Financial income and expenses | 65 |
| 19.2.33 Corporate income taxes | 65 |
| 19.2.34 Segmented information | 66 |
| 19.2.35 External auditor's service fees | 66 |
| 19.2.36 Proposed appropriation of profit | 66 |
| 19.3 Other data | 67 |
| 19.3.1 Statutory provisions on profit appropriation | 67 |
| 19.3.2 Articles of association amended | 67 |
| 19.3.3 Auditors report | 67 |
36 VALUE8 | FINANCIAL STATEMENTS 2024
19.1.1 Statement of Financial Position
| (x €1,000) | 31-12-2024 | 31-12-2023 | |
|---|---|---|---|
| Assets | |||
| Fixed assets | |||
| Tangible fixed assets | 19.2.2 | 186 | 312 |
| Property investments | 19.2.3 | 715 | 715 |
| Private equity investments | 19.2.4 | 15,867 | 21,045 |
| Loans granted to private equity investments | 19.2.4 | 695 | 951 |
| Loans granted to listed investments | 19.2.5 | 14,214 | 11,327 |
| Loans granted to others | 19.2.6 | 478 | 327 |
| Options listed investments | 19.2.7 | 1,196 | 513 |
| Listed investments | 19.2.8 | 41,035 | 39,492 |
| Total fixed assets | 74,386 | 74,682 | |
| Current assets | |||
| Loans granted to private equity investments | 19.2.4 | - | 689 |
| Listed investments | 19.2.8 | 34,336 | 32,202 |
| Receivables and accruals | 19.2.9 | 88 | 348 |
| Cash | 19.2.10 | 1,090 | 794 |
| Total current assets | 35,514 | 34,033 | |
| Total assets | 109,900 | 108,715 |
Equity and Liabilities
| Equity | |||
|---|---|---|---|
| Share capital | 19.2.11 | 3,740 | 3,740 |
| 5% Cumulative preference shares | 600 | 537 | |
| Share premium | 32,738 | 33,864 | |
| Share premium 5% cumulative preference shares | 10,117 | 9,054 | |
| Revaluation reserve | |||
| Other reserves | 44,489 | 38,202 | |
| Result | 7,136 | 5,820 | |
| Total equity attributable to shareholders of the company | 103,005 | 97,222 | |
| Long-term liabilities | |||
| Lease and rent liabilities | 19.2.13 | 30 | 151 |
| Total long-term liabilities | 30 | 151 | |
| Current liabilities | |||
| Current account with credit institutions | 19.2.14 | 2,825 | 4,462 |
| Loans from related parties | 19.2.15 | 2,333 | 2,541 |
| Loans from others | 19.2.16 | - | 2,610 |
| Lease and rent commitments | 19.2.13 | 133 | 129 |
| Trade and other payables | 19.2.17 | 1,574 | 1,600 |
| Total current liabilities | 6,865 | 11,342 | |
| Total liabilities | 6,895 | 11,493 |
19.1.2 Income Statement
37 VALUE8 | FINANCIAL STATEMENTS 2024
| Operating income Fair value changes private equity investments 19.2.23 456 424 Fair value changes listed investments 19.2.24 2,580 4,314 ECL charge loans granted to private equity investments 19.2.4 - 45 - 208 ECL charge loans granted to listed investments 19.2.5 260 119 Fair value changes options listed investments 19.2.7 682 113 Interest on loans granted to private equity investments 19.2.25 48 190 Interest on loans granted to listed investments 19.2.26 1,133 590 Interest on loans granted to others 19.2.6 30 6 - 19.2.27 463 Realised results private equity investments Realised results listed investments 19.2.27 - 48 286 Other income 19.2.28 250 136 19.2.29 Dividends 3,757 2,213 9,566 8,183 Total operating income Operating costs Wages, salaries, and payroll taxes 19.2.30 1,207 1,080 Other operating expenses 19.2.31 599 537 Depreciation and amortisation 19.2.2 128 122 1,934 1,739 Total operating expenses Finance income and finance expenses - - Financial income 19.2.32 Financial expenses 19.2.32 - 496 - 624 Net finance income (expense) - 496 - 624 7,136 5,820 Result before tax - - Income taxes 19.2.33 7,136 5,820 Result after tax Attributable to: Shareholders of the company 7,136 5,820 7,136 5,820 Result for the financial year Earnings per share attributable to shareholders 19.2.12 Earnings per share attributable to 0,71 0,57 shareholders Statement of comprehensive income Result for the financial period 7,136 5,820 Total net realised and unrealised results for the financial year 7,136 5,820 Attributable to: Shareholders of the company 7,136 5,820 |
(x €1.000) | 2024 | 2023 |
|---|---|---|---|
| 7,136 5,820 Total result for the financial year |
19.1.3 Statement of Changes in Equity
| (x €1,000) | Share capital |
5% Cumulative preference |
Share premium |
Share premium 5% Cumulative |
Revaluation reserve |
Other reserves |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|---|
| shares | preference shares | |||||||
| Balance at 1 January 2023 | 3,740 | 412 | 36,095 | 6,948 | 5,829 | 41,403 | - 2,531 | 91,896 |
| Changes | ||||||||
| Loss appropriation 2022 | - | - | - | - | - | - 2,531 | 2,531 | - |
| Issue of shares | - | 125 | - | 2,106 | - | - | - | 2,231 |
| Changes in revaluations | - | - | - | - | 176 | - 176 | - | - |
| Realised result 2023 | - | - | - | - | - | - | 5,820 | 5,820 |
| Dividend in cash | - | - | - | - | - | - 494 | - | - 494 |
| Dividend in shares | - | - | - 2,231 | - | - | - | - | - 2,231 |
| Balance at 31 December 2023 | 3,740 | 537 | 33,864 | 9,054 | 6,005 | 38,202 | 5,820 | 97,222 |
| Changes | ||||||||
| Profit appropriation 2023 | - | - | - | - | - | 5,820 | - 5,820 | - |
| Issue of shares | - | 63 | - | 1,063 | - | - | - | 1,126 |
| Changes in revaluations | - | - | - | - | - 1,820 | 1,820 | - | - |
| Realised result 2024 | - | - | - | - | - | - | 7,136 | 7,136 |
| Dividend in cash | - | - | - | - | - | - 1,353 | - | - 1,353 |
| Dividend in shares | - | - | - 1,126 | - | - | - | - | - 1,126 |
| Balance at 31 December 2024 | 3,740 | 600 | 32,738 | 10,117 | 4,185 | 44,489 | 7,136 | 103,005 |
The changes in equity in the financial year 2024 include the following non-cash transaction:
• Issue of shares through share-dividend for €1,126.
19.1.4 Cash Flow Statement 2024
| (x €1,000) | 2024 | 2023 | |
|---|---|---|---|
| Net profit | 19.1.2 | 7,136 | 5,820 |
| Depreciation and amortisation | 19.2.2 | 128 | 122 |
| 7,264 | 5,942 | ||
| Adjustments for: | |||
| Net finance expense | 19.2.32 | 497 | 624 |
| Income taxes | 19.2.33 | - | - |
| Fair value changes private equity investments | 19.2.23 | - 456 | - 424 |
| Fair value changes listed investments | 19.2.24 | - 2,580 | - 4,314 |
| ECL charge loans granted to private equity investments | 19.2.4 | 45 | 208 |
| ECL charge loans granted to listed investments | 19.2.5 | - 260 | - 119 |
| Fair value changes options listed investments | 19.2.7 | - 682 | - 113 |
| Interest on loans granted to private equity investments | 19.2.25 | - 48 | - 190 |
| Interest on loans granted to listed investments | 19.2.26 | - 1,133 | - 590 |
| Interest on loans granted to others | 19.2.6 | - 30 | - 6 |
| Realised results private equity investments | 19.2.27 | - 463 | - |
| Realised results listed investments | 19.2.27 | 48 | - 286 |
| Private equity investments | 19.2.4 | - 123 | - 4,150 |
| Private equity divestments | 19.2.4 | 6,220 | 800 |
| Loans granted to private equity investments | 19.2.4 | - | - 170 |
| Investments in listed interests | 19.2.8 | - 4,517 | - 9 |
| Divestments in listed interests | 19.2.8 | 3,372 | 1,953 |
| Loans granted to listed investments | 19.2.5 | - 1,494 | - 145 |
| Loans granted to others | 19.2.6 | - 121 | - 305 |
| Redemptions of loans granted to listed investments | 19.2.5 | - | 410 |
| Redemptions of loans granted to private equity investments | 19.2.4 | 948 | 22 |
| Redemptions of loans granted to others | 19.2.6 | - | - |
| Changes in receivables and accruals | 19.2.9 | 261 | - 250 |
| Changes in trade payables and other payables | 19.2.17 | - 22 | 311 |
| Finance costs paid | 19.2.32 | - 357 | - 485 |
| Cash flow from operating activities | 6,369 | - 1,286 |
| 2024 | 2023 | ||
|---|---|---|---|
| Cash flow from financing activities: | |||
| Dividend payment | 19.1.3 | - 1,353 | - 494 |
| Redemption loans from related parties | 19.2.15 | - 351 | - 75 |
| Redemption loans from others | 19.2.16 | - 2,732 | - 2,215 |
| Loans provided from others | 19.2.16 | - | 2,500 |
| Cash flow from financing activities | - 4,436 | - 284 | |
| Net change in cash and cash equivalents | 1,933 | - 1,570 | |
| Cash and cash equivalents at 1 January 2024 (2023) | 19.1 | - 3,668 | - 2,098 |
| Cash and cash equivalents on 31 December 2024 (2023) | 19.1 | - 1,735 | - 3,668 |
| Presented as follows in the Statement of Financial Position: | |||
| Cash and cash equivalents | 1,090 | 794 | |
| Amounts owed to credit institutions | 2,825 | 4,462 | |
| - 1,735 | - 3,668 |
The cash flow from operating activities cannot be traced euro-for-euro to the amounts in the specifications and statements of changes referred to. The reason is that in those specifications and statements of changes in investments, the changes are reported at book value.
19.2 Notes to the financial statements
19.2.1 Value8 basis for reporting
19.2.1.1 General
Value8 N.V. (Value8) has its statutory seat in Amsterdam, the Netherlands and an office in Bussum at Brediusweg 33. Value8 is registered at the Chamber of Commerce with registration number 09048032. Value8 qualifies as an investment company under IFRS. Value8's investments are valued at fair value. In preparing the financial statements, the 2024 figures are compared with the previous financial year, taken from the unaudited 2023 financial statements from 30 April 2024. The company's principal activities are participating in, financing and lending funds to natural and/or legal persons and providing guarantees and/or other securities to third parties for its own obligations and/or obligations to companies in its investment portfolio. The shares of Value8 are listed on the official market of Euronext Amsterdam.
Business objective
Value8 supports small-cap companies in achieving their growth objectives. Value8 provides venture capital to finance that growth and enables these companies to be listed. As a listed investment company, Value8 makes diversified investing in the small-cap segment accessible to private and institutional investors. Investments are made based on clear investment criteria, with an explicit focus on a positive contribution (directly or indirectly) to social and economic prosperity. The objective is to create long-term shareholder value. Both in absolute and relative terms (better than the benchmark). This objective is pursued with a mitigated risk profile thanks to a spread of activities and a conservative financing structure. Value8 expects a higher probability of organic growth and value creation in sectors that may be enhanced by megatrends offering higher growth than gross national product. These megatrends are ageing, a retreating government, quality of life and digitalisation. In this context, five preferred sectors have been defined in the past: healthcare and leisure, dedicated business/financial services, environmental sustainability, food & food safety, and Internet & technology. The five preferred sectors are in line with the megatrends:
- Ageing: healthcare and leisure.
- A retreating government: dedicated business/financial services.
- Quality of life: environment sustainability, food and food safety.
• Digitalisation: internet & technology. This sector focus does not exclude other sectors.
19.2.1.2 Significant accounting policies
International Financial Reporting Standards
Value8's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted for use within the European Union (EU-IFRS) and in accordance with Part 9 of Book 2 of the Dutch Civil Code. The accounting policies applied by Value8 are in accordance with IFRS, effective 1 January 2024, and interpretations published by the International Financial Reporting Interpretations Committee (IFRIC).
New accounting standards
Value8 has applied the following new and amended IFRS standards and IFRIC interpretations relevant to the Company in 2024, where applicable. Application of these amended standards, 'IAS 1 – Presentation of Financial Statements: - Classification of Liabilities as Current or Non-current; - Classification of Liabilities as Current or Non-current, Deferral of Effective Date); - Non-current Liabilities with Convenants', 'IFRS 16 - Lease Liability in a Sale and Leaseback', 'IAS 7 Statement of Cash Flows' and 'IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements' and interpretations do not have a material effect on Value8's equity and results of operations and disclosures in the financial statements.
The following standards and interpretations were issued as of publication date of the financial statements but are not yet effective for the 2024 financial statements. Listed below are only those standards for which Value8 reasonably expects that, when amended in the future, will impact Value8's disclosures, financial position, or results. Value8 will apply these standards and interpretations as soon as they are effective:
- Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.
- 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 Value8's financial position and operating results.
Accounting policies used in the preparation of financial statements
The financial statements are denominated in euros. Unless stated otherwise, all amounts are rounded to the nearest thousand, except for amounts per share. The financial statements have been prepared on a historical cost basis, except for the following:
- Investments in private equity investments (unlisted companies).
- Investments in listed companies.
- Financial instruments.
These are measured at fair value.
Value adjustments are recognised through profit and loss. Granted loans 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. The estimates' results are the basis for the book value 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 made in the period in which the estimates are revised if the revision affects only that period. Revisions in the reporting period and future periods are made if the revision also has consequences for future periods. More specifically, for Value8, estimates and assumptions mainly affect the valuation of private equity investments (investments in unlisted companies) and, to a lesser extent, the valuation of listed companies (if there is an inactive market) and financial instruments (loans and options). The accounting policies set out below have been applied consistently. The financial statements have been prepared on a goingconcern basis.
19.2.1.3 Qualifying as an investment company
Value8 qualifies as an investment company. Based on this qualification, Value8 uses the consolidation exemption for investment companies (IFRS 10-31).
Within the Value8 Group, there are no group companies that are not investment companies themselves. Value8 carries out investment-related activities (IFRS 10-32). De facto, this
means that Value8 does not consolidate any group companies. De facto, there is a non-consolidated balance sheet, profit and loss account and cash flow statement. Based on its qualification as an investment company, Value8 values all participations at fair value in the profit and loss account.
19.2.1.4 Foreign currency
Value8's presentation currency is the euro. It is equal to the functional currency. Transactions in foreign currencies are accounted for at the exchange rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate at 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.
19.2.1.5 Tangible fixed assets
Tangible fixed assets are on the balance sheet at historical cost, with less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditures directly related to the acquisition of the concerned assets. Subsequent expenditure on repairs and maintenance, for example, is capitalised only in the following cases:
- If the asset item is likely to generate additional future economic benefits.
- If the cost of the asset can be measured reliably.
All other expenses are charged directly to the statement of comprehensive income. Depreciation on tangible fixed assets is charged to the statement of comprehensive income on a straight-line basis. This is done over the estimated lifetime from when the relevant assets are ready for use. The residual value and lifetime of assets are reviewed annually at the balance sheet date and adjusted as necessary. Gains and losses on the sale of tangible fixed assets are in the statement of comprehensive income under general administrative expenses.
Leases
At the inception of a contract, it is assessed whether a contract is or contains a lease. A contract is or contains a lease if, in exchange for a fee, the contract grants the right to control the use of an identified asset for a specified period. On commencement or amendment of a contract containing a lease, the consideration in the contract is attributed to each lease component based on relative stand-alone prices. However, for property leases, the Group has chosen not to separate non-lease components and to account for the lease and non-lease components as one lease component. The Group recognises a right-of-use asset and a lease liability at the effective date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability, adjusted for lease payments made on or before the effective date, plus initial direct costs incurred and an estimate of the costs of dismantling and removing the underlying asset or restoring the underlying asset or the site on which it is located, less lease incentives received. The right of use is then depreciated using the straight-line method from the effective date to the end of the lease term unless the lease transfers ownership of the underlying asset to the Group at the end of the lease term or the cost of the right of use reflects that the Group will exercise a purchase option. In that case, the right of use is depreciated over the lifetime of the underlying asset, which is determined on the same basis as that of tangible fixed assets. In addition, the right of use is periodically reduced by any impairment losses and adjusted for certain revaluations of the lease liability. The lease liability is initially measured at the present value of the lease payments not paid at the effective date, discounted using the implicit interest rate of the lease, or, if it is not practical to determine that discount rate, the marginal interest rate is used. Typically, the marginal interest rate is used as the discount rate, which Value8 determines by obtaining interest rates from various external funding sources, making certain adjustments to reflect the terms of the lease and the type of leased asset.
Lease payments included in the measurement of the lease liability include the following:
- Fixed payments, including essentially fixed payments.
- Variable lease payments that depend on an index or a rate, initially valued based on the index or rate on the effective date.
- Amounts expected to be paid under a residual value guarantee.
- The exercise price under a purchase option that is reasonably certain to be exercised
- Lease payments in an optional renewal period if it is reasonably certain that the renewal option will be exercised.
- Penalties for early termination of a lease unless reasonably unless it is certain that it will not be terminated early.
The lease liability is measured at amortised cost using the effective interest method. It is revalued when there is a change in future lease payments due to a change in an index or rate when there is a change in the estimate of the amount expected to be paid under a residual value guarantee, when the assessment changes whether a purchase, renewal or termination option will be exercised or when there is a revision of an essentially fixed lease payment. When the lease liability is revalued in this way, a corresponding change is made to the carrying amount of the right-of-use asset or
recognised in profit or loss if the carrying amount of the rightof-use asset is reduced to zero.
Value8 presents rights of use that do not meet the definition of property investments under tangible fixed assets and lease liabilities under 'loans' in the balance sheet. Short-term leases (leases with a maximum term of 12 months) and leases of low-value assets, user rights and lease liabilities are not included in the balance sheet. Lease payments related to these leases are recognised as an expense on a straight-line basis over the lease term.
19.2.1.6 Property investments
Property investments are accounted for according to the cost model at historical cost less accumulated depreciation and impairment. Historical cost includes expenditures directly attributable to the acquisition of the property investments. Insofar as there are dismantling obligations, these are included in the cost of the assets. If applicable, future expenses are included in the carrying amount of the asset or recognised as a separate asset, provided that it is probable that the future economic benefits associated with the property investment will accrue to Value8 and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit and loss account in the financial year in which they are incurred. Depreciation is calculated using the straight-line method over the estimated lifetime (25-50 years). Lifetime and residual values are reviewed annually and adjusted if necessary. A property investment that consists of land is not depreciated.
19.2.1.7 Financial assets
Value8 recognises the following financial asset classes:
- Private equity investments.
- Loans granted to private equity investments.
- Loans granted to listed investments.
- Loans granted to others.
- Options private equity investments.
- Options listed investments.
- Listed investments.
Value8 follows the International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines), which are explained below.
Private equity investments also include associates. Associates are companies where Value8 exercises significant influence over the financial and operating policies but does not have control. As Value8 is an investment company, these investments are measured at fair value with fair value changes recognised through profit or loss.
Unlisted group companies (based on the IFRS definition) are not consolidated under IFRS 10-31 and are classified under private equity investments. Under IFRS 10-31, unlisted group companies are measured at fair value with fair value changes recognised through profit or loss. Private equity investments are initially recognised at cost. After initial recognition, unrealised value changes resulting from periodic revaluation are recognised in the income statement.
Private equity investments and options listed investments are recognised at fair value, with fair value changes recognised through profit or loss. Loans to portfolio companies (granted loans to private equity investments and loans u/a listed investments) are classified under fixed assets or current assets depending on the maturity of the loan. Presentation is made under fixed assets, except when the maturity date is less than 12 months from the balance sheet date, in which case classification as current assets is made.
Loans to portfolio companies are financial assets with fixed or determinable payments not listed in an active market. After the initial recognition, these financial fixed assets are measured at amortised cost using the effective interest method and net of impairment for uncollectibility. 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 based on 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
Regarding methods for determining fair values, Value8 follows the International Private Equity and Ventures Capital Valuation Guidelines.
a | Listed investments
The listed investments in Value8's portfolio are traded on a regulated market. A feature of a regulated market is that the closing prices of 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 financial year in an inactive market, a discount is applied to the share price on the balance sheet date.
If shares held in a listed investment are not exchangeable (letter shares), a discount is applied to the share price on the balance sheet date for illiquidity reasons. Active and inactive markets
An active market is one that meets the following criteria:
- The financial instruments traded in a market are homogeneous.
- Buyers and sellers can normally be found at any time (there are frequent market transactions).
- Prices are available to the public.
In an inactive market, a market is not well developed. A market is not well-developed if there are no frequent transactions during the reporting period.
For the determination of market liquidity, Value8 considers the following aspects:
- The company provides regular updates to the market (press releases).
- Half-year figures and annual reports are published to the market.
- There were no forced distress sales in the evaluation period.
- There were stock transactions during the year:
- o There were transactions almost every month in the evaluation period.
- o Transactions occurred in the last month of the reporting period, meaning June (for the half-year figures) and December (for the financial statements).
- For comparable non-identical shares (often non-listen letter shares), the term within which these shares can be converted into listed shares is considered.
- A discount can be applied to the share price if a lack of liquidity is determined.
b | Private equity investments
Private equity investments in the company's investment portfolio comprise unlisted associates and unlisted investments ('available for sale'). With these investments, there is an intention to dispose of the investment in due course. As these investments relate to unlisted companies (therefore not liquid), these interests are classified as fixed assets. Private equity investments are recognised on a fair value basis, with fair value changes recognised through profit or loss. Given the underlying characteristics of the private equity investments in the investment portfolio (unlisted large, medium and small SMEs), fair value is determined based on the price of a recent transaction (IFRS Level 3) or using a DCF calculation (IFRS Level 3). In exceptional cases, the multiplier method (IFRS Level 3) is used, but only if the underlying characteristic of the
investment justifies applying a multiplier method. For investments in which future cash flows are no longer expected, except for the settlement of the company to be liquidated, 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, including:
- Various rights linked to the new and already existing investments (shares).
- Disproportionate dilution of existing shareholders when new shareholders join.
- The involvement of 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 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. An active market is a precondition.
To determine whether an active market exists, Value8 analyses among others the following factors:
- Frequency of market transactions: are there sequential transactions in the market every month throughout the year?
- The volume of transactions sequentially throughout the year.
- Proximity of transactions to the valuation date: are there any recent transactions?
- Availability and correlation of market information: 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 Value8 concludes that there is an inactive market, it uses the share price as an indication of fair value whereby a discount is applied to the share price. Regarding a possible discount on the share price (IFRS Level 2 valuation or IFRS Level 3 valuation derived from the 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, Value8 determines whether frequent transactions occur 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.
Concerning non-identical but comparable financial instruments (such as 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 listed financial instrument cannot be traded on the stock exchange (also applies to nonconvertible listed letter shares in listed companies): 20% - 30%.
- 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%-30%.
- Liquidity restriction due to a 'lock-up' period: 5% 20%, with the discount percentage decreasing as the lock-up period shortens.
- Non-controlling interest or controlled interest: 20% 30%.
- 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.
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 terminal value relate to the underlying activities 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 lifetime of the asset and cash flow projections, as well as the most current and authorised budgets of (local) management.
The DCF analysis discounts the forecast cash flows; terminal values are discounted at the weighted average cost rate. Where possible, Value8 uses external input variables for the components determining the weighted average cost rate (risk-free interest rate, industry equityto-debt ratio and cyclical sensitivity). The market risk premium and enterprise risk premium are determined using benchmark information, which is common practice in the market in relation to the specific characteristics of the equity investment to be 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):
- Net debt adjustment (debt and excess cash).
- Adjustment for other equity claims (preference shares, option packages and minority third parties).
- Adjustment creditor equivalents (pension provisions, claims, dividends payable).
- VAT deferred tax assets on account of offsetable 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 (private equity investments)
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 there is a mature company with an identifiable stream of recurring revenue and relatively stable cash flows, providing that a representative peer group can be assembled. Given the composition of the private equity investment portfolio (large companies, medium-sized companies and small SMEs), compiling a representative peer group can be complex. As such, the multiple method is only used in exceptional cases for the primary valuation. However, the multiple method is used within Value8 as an additional check on the values resulting from the DCF calculations.
Depending on a company's stage of development, sector and geographical location, Value8 uses an EBITDA/EBITA multiplier or a revenue multiplier. In the multiple valuation technique, Value8 considers the following elements:
• application of an appropriate multiple, taking into
account the size, risk and growth prospects of the underlying equity investment to determine enterprise value
- adjustment net debt (debt and excess cash)
- adjustment of other equity claims (preference shares, option packages and minority third parties)
- adjustment creditor equivalents (pension provisions and claims)
- adjustment of non-operating assets (associates and joint ventures)
- Include adjustment for differences in tax payments in the multipliers to be determined based on pre-tax ratios (Sales, EBITDA and EBIT)
Using an EBITDA multiple is most appropriate for companies with mature recurring revenue and relatively stable cash flows.
For companies with mature businesses that do not yet generate stable, consistent profits, a revenue multiple is an appropriate multiple to determine enterprise value. The turnover multiple method assumes that a normalised level of profit can be generated based on the level of turnover. This valuation technique applies to companies that are running losses, where the assumption is 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 profit margin can be realised.
The validity of multiples used by Value8 is increased by:
- Objective selection of peers.
- Consistently defining multiples.
- Adjusting multiples to account for differences in tax payments.
- Using the appropriate multiple for the specific market.
Value8 uses multiples derived from current market multiples reflecting the fair value of comparable listed companies or based on comparable current market transactions. Typically, the fair value of Value8'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. Value8 applies a liquidity discount concerning the valuation of unlisted interests derived from multiples of listed interests. The final discount percentage depends partly on the size and specific risk of the underlying company.
Net Assets (private equity investments)
The Net Assets method is used to determine fair value
only in exceptional cases. Under the Net Assets method, the private equity investment is valued at the visible net asset value of the investment, with the assets and liabilities of the (private equity) investment valued at fair value. This valuation technique is suitable for (private equity) investments where the value depends mainly on the underlying assets rather than income.
In specific cases, Value8 also uses the Net Assets Method for equity investments that do not generate future cash flows because the underlying operations have ceased, and the company only needs to liquidate (wind up) the remaining assets and liabilities.
Comprehensive financial data
With respect to the non-listed investments, Value8 emphasises that the valuation is, in some cases, based on financial data and/or data derived from the regular monthly reports by these companies. Some of the smaller companies have no obligation to publish audited accounts themselves. Although the DCF valuations rely on estimates of future developments and cashflows, the financial basis (net cash/net debt) is based on current – and, in those cases, unaudited – financial data.
Share in listed companies
Due to the increased liquidity and a longer period of higher liquidity, the valuation of some listed investments has changed from level 3 to level 1. This applies to MKB Nedsense, Morefield and Hawick Data (formerly IEX Group). IFRS-13 serves as the guiding framework, and based on judgment, the share price is the most objective input variable. These changes from level 3 to level 1 are explained in paragraph 19.2.8 about the mentioned companies.
In some cases, a discount is applied to the actual share price in case there is no active market or with respect to a number of shares that are not traded on the stock market and can not be converted in a short time frame. These discounts have been calculated and substantiated. For reasons of transparency, a sensitivity analysis was performed. The results of which are shown in these financial statements.
Concerning the stakes in Hawick Data NV and MKB Nedsense, both listed investments, it is important to note that the financial statements of both companies have not been audited by a PIE auditor. The capacity problem in the Dutch PIE audit market causes this. Regarding MKB Nedsense, the valuation on 30 December 2021 was based on the NAV derived from the unaudited financial statements of 2021. This aspect is no longer relevant at the end of 2023 since the valuation on 31 December 2023 is based on the share price of MKB Nedsense. In the case of
the valuation of MKB Nedsense per ultimo December, there is no material difference between the application of these two valuation methods (NAV and share price minus discount).
Specific considerations
Indicative bids
Indicative bids are not used separately but as supporting information based on another valuation method.
19.2.1.8 Trade receivables and accruals
Trade receivables and other receivables are initially recognised in the financial statements 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.
19.2.1.9 Cash
Cash consists of cash and bank balances and other demand deposits. Bank overdrafts are included in current liabilities. Cash and cash equivalents are valued at nominal value.
19.2.1.10 Equity Value8
Value8 ordinary shares A and B are classified as equity, as are the 5% cumulative preference shares C. The purchase price of shares buybacks is deducted from other reserves until these shares are cancelled or reissued. The dividend payable to holders of shares is recognised as a liability when the General Meeting of Shareholders approves the dividend proposal.
19.2.1.11 Provisions
Provisions are determined based on estimates of future cash outflows from legally enforceable or constructive obligations because of a past event of uncertain timing or amount, which are related to the business activities and for which a reliable estimate can be made.
19.2.1.12 Other non-current liabilities
Other non-current liabilities are measured on initial recognition at fair value, less any directly attributable transaction costs. After initial recognition, the effective interest method measures these liabilities at amortised cost.
19.2.1.13 Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently at amortised cost.
19.2.1.14 Employee benefits
Value8 does not provide an old age pension, a pension for widows, widowers, orphans, or a disability pension.
19.2.1.15 General statement of comprehensive income
Income and expenses are recognised in the year to which they relate.
19.2.1.16 Operating income
Operating income consists mainly of fair value changes in private equity investments and listed investments and realised transaction results on these investments. Dividends received are recognised as a separate source of income.
Finance income and costs are allocated to the period to which they relate. Interest income is recognised on a timeproportion basis using the effective interest method. The dividend obligation arising from the issue of 5% cumulative preference shares C is recognised under finance expenses.
19.2.1.17 Corporate income tax
Corporate Income tax comprises current and deferred tax. Corporate income tax is recognised in the income statement except to the extent that it relates to items recognised directly in the statement of comprehensive income. In the latter case, the related tax is also recognised directly in the statement of comprehensive income.
Tax due and recoverable for the reporting period consists of income tax on taxable profit, calculated using the applicable tax rates. This considers 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 result, it is not recognised. Deferred taxes are calculated based on enacted tax rates and laws enacted or substantially enacted 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 offsetable losses are capitalised only to the extent that it is probable that offsetting can take place against profits to be realised in future years. Deferred tax assets and liabilities
with the same term and with the same tax entity are offset on the balance sheet to the extent that a legal right to offset exists.
19.2.1.18 Earnings per share
Earnings per share attributable to ordinary shareholders are calculated by dividing net income by the weighted average number of shares outstanding during the year. To arrive at diluted earnings per share, the ordinary shares that would have been outstanding if the financial equity instruments – convertible bonds or share options – had been converted into ordinary shares are also included.
19.2.1.19 Cash flow statement
The cash flow statement is prepared using the indirect method. Tax receipts and payments are included in net cash flow from operating activities, and dividends paid under cash flow from financing activities.
19.2.2 Tangible fixed assets
This concerns the right of use of the property on Brediusweg 33 in Bussum. The rental agreement can be renewed for a period of five years and runs until June 2026.
| Right of use Brediusweg |
Total 2024 | Total 2023 | |
|---|---|---|---|
| Balance at 1 January 2024 (2023) | |||
| Acquisition value | 590 | 590 | 590 |
| Accumulated depreciation | - 278 | - 278 | - 156 |
| Carrying amount 1 January 2024 (2023) | 312 | 312 | 434 |
| Changes | |||
| Investments | 2 | 2 | - |
| Divestments | - | - | - |
| Depreciation | - 128 | - 128 | - 122 |
| Balance sheet as of 31 December 2024 (2023) | |||
| Acquisition value | 592 | 592 | 590 |
| Accumulated depreciation | - 406 | - 406 | - 278 |
| Book value | 186 | 186 | 312 |
19.2.3 Property investments
This concerns land positions in the municipality of Gooise Meren, which was acquired in 2019. Value8 has chosen to value the land at acquisition cost based on the Cost Model. In accordance with IFRS, there is no depreciation on land. There are no known restrictions in the Netherlands Land Registry records (Dutch: Kadaster), nor are there any contractual obligations. Maintenance of €1 has been carried out in 2024. The Fair Value is deemed to correspond to the purchase price.
19.2.4 Private equity investments
Value8 finances companies in the investment portfolio with a loan where appropriate. Value8 monitors the fair value of the private equity investments based on the total asset value of the underlying private equity investment.
50 VALUE8 | FINANCIAL STATEMENTS 2024
The changes in private equity investments are as follows:
| 31 December 2024 | 31 December 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Private equity investments | Equity | Loans | Total | IFRS | Equity | Loans | Total | IFRS |
| investment | granted | Level | investment | granted | Level | |||
| AmsterdamGold.com | - | - | - | 3 | 5,757 | * - 303 | 5,454 | 3 |
| Concordia Holding | 6,520 | - | 6,520 | 3 | 5,520 | - | 5,520 | 3 |
| Deal Value Group | 4,273 | - | 4,273 | 3 | 4,150 | - | 4,150 | 3 |
| BK Group International | 1,895 | - | 1,895 | 3 | 1,895 | 689 | 2,584 | 3 |
| Skysource Holding | 1,000 | - | 1,000 | 3 | 2,011 | 151 | 2,162 | 3 |
| AA Circular | 1,800 | - | 1,800 | 3 | 1,630 | - | 1,630 | 3 |
| Pavo Zorghuizen | 305 | 695 | 1,000 | 3 | - | 800 | 800 | 3 |
| Other private equity | 74 | - | 74 | 3 | 82 | - | 82 | 3 |
| investments | ||||||||
| 15,867 | 695 | 16,562 | 21,045 | 1,337 | 22,382 |
The loans granted to private equity investments are valued at amortised cost. Given the specific characteristics of the loans, this corresponds to fair value.
* The loan granted to Value8 by AmsterdamGold.com is presented in current liabilities in the 31 December 2023 Statement of Financial Position (Loans from related parties).
The changes in private equity investments are as follows:
| Private equity investments | Balance 1 | Investments | Divestment | Revaluation | Balance 31 | |
|---|---|---|---|---|---|---|
| January 2024 | / Result | December 2024 | ||||
| AmsterdamGold.com | 5,757 | - | - 6,220 | 463 | - | |
| Concordia Holding | 5,520 | - | - | 1,000 | 6,520 | |
| BK Group International | 1,895 | - | - | - | 1,895 | |
| Deal Value Group | 4,150 | 123 | - | - | 4,273 | |
| Skysource Holding | 2,011 | - | - | - 1,011 | 1,000 | |
| AA Circular | 1,630 | - | - | 170 | 1,800 | |
| Pavo Zorghuizen | - | - | - | 305 | 305 | |
| Other private equity investments | 82 | - | - | - 8 | 74 | |
| 21,045 | 123 | - 6,220 | 919 | 15,867 |
Value8 owns a 25.4% stake in Concordia Holding N.V. As of 31 December 2024, this investment is valued at €6,520 (31 December 2023: €5,520). In 2024, a revaluation of €1,000 was made on this investment (2023: €46). Value8 holds non-voting depositary receipts in Concordia Holding. The liquidity of these depositary receipts is very limited. In addition, Value8 has no controlling interest in Concordia Holding, and with respect to the (financial) disclosure of Concordia Holding, Value8 depends on the information provided by the management
of Concordia. Apart from the Concordia annual accounts, the disclosures are relatively limited. The valuation of the Concordia investment, like other private equity interests, is based on a DCF calculation (Level 3 valuation). A projection has been made of the 31 December 2024 balance sheet and income statement based on 2024 developments in the industry Concordia is active in, in combination with data from prior years. Concordia will disclose its 2024 financial statements to its shareholders in the May 2025 AGM.
In 2024, Value8 acquired a 31% interest in Deal Value Group. The company's fair value has been determined based on the price of the most recent transaction.
| The changes in loans granted to private equity investments are as follows: | |
|---|---|
| ---------------------------------------------------------------------------- | -- |
| Loans granted to private equity investments |
Balance 1 January 2024 |
Investments | Repayment | Revaluation / amortisation |
Interest | Balance 31 December 2024 |
|---|---|---|---|---|---|---|
| BK Group International | 689 | - | - 702 | - | 13 | - |
| Skysource Holding | 151 | - | - 156 | - | 5 | - |
| Pavo Zorghuizen | 800 | - | - 90 | - 45 | 30 | 695 |
| 1,640 | - | - 948 | - 45 | 48 | 695 |
The maximum credit risk consists of the carrying amount of the loan balances recognised as of the reporting date. For the majority of the loans granted provided to, collateral was obtained in respect of pledges on the assets of the companies to which financing was granted.
Additional information loans granted to private equity investments 31 December 2024
| Maturity breakdown | Maximum 1 | 1 to 5 years | Longer than 5 | Total |
|---|---|---|---|---|
| year | years | |||
| Amount | 93 | 370 | 232 | 695 |
| Currency | Euro | Euro | Euro | Euro |
Interest varies between 0% and 6%. In accordance with IFRS 9, provisions are formed on loans granted based on the assessed risk profile and collateral provided.
19.2.4.1 Assumptions used in determining the fair value of equity interests
The valuations of the private equity investments are mostly based on a DCF calculation (Level 3 valuation). The DCF calculations are based on a general Value8 DCF valuation model. The assumptions used in the Value8 DCF valuation model are shown below.
The risk-free interest rate of 3.0% is based on an average forward rate used by Dutch companies following an annual survey by Fernandez and Acin (survey April 2024: 2.9%). Similarly, a 3.0% risk-free interest rate was applied in the 2023 and 2022 financial statements. The market risk
premium used is 5.4% and is also based on the annual survey by Fernandez and Acin (2024: 5.4%; 2023: 5.6%). Firm-specific risk (cost of equity) was determined by analysing weighted risk factors (between 0% and 9.19%) along with a 2% illiquidity premium. Firm-specific risk (alpha) was treated as a component of the 'unlevered' cost of equity. The unlevered cost of equity is adjusted using capital ratios and the cost of debt (cost of equity levered). The cost of debt capital after tax is determined based on 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 considered. Regarding capital ratios, for the purpose of determining the discount rate, the average capital ratio is determined on the basis of a weighted
average capital structure of comparable companies in a selected industry (Damodaran database). The WACC derived from this method is used to calculate the company's fair value. 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%. Enterprise value is calculated by summing the present value of 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 granted loans, provisions, deferred tax liabilities and Value8 financings. This amount is then summed with the value of non-operating assets and cash-like items, such as excess cash.
Cash flow forecasts are based on reasonable and substantiated assumptions made by local management. In preparing the projections, numerical analyses of realised margins and sales trends have been used. The projection period of the DCF models is five years. In the forecast years 2025 to 2029, turnover and margin developments have been estimated per relevant segment. The same applies to operating cost developments in the projection period.
19.2.4.2 Concordia Holding N.V.
The fair value of Concordia Holding has been determined using the general Value8 DCF valuation methodology. The following determinants were used in the specific valuation of Concordia: Debt/Equity ratio of 33.47%, companyspecific risk (alpha) of 5.55% and a cost of debt of 5.75%. Based on the general Value8 DCF valuation methodology, a WACC of 13.79% was used as a resultant in the valuation.
19.2.4.3 BK Group International B.V.
Fair value measurement as of 31 December 2024
The fair value of BK Group International has been determined using the general Value8 DCF valuation methodology. The following determinants were used in the specific valuation of BK Group International: Debt/Equity ratio of 27.0%, company-specific risk (alpha) of 6.0% and a cost of debt of 5.75%. Based on the general Value8 DCF valuation methodology, a WACC of 14.12% was used as a resultant in the valuation.
19.2.4.4 AA Circular B.V.
Fair value measurement as of 31 December 2024
The fair value of AA Circular has been determined using the general Value8 DCF valuation methodology. The following determinants were used in the specific valuation of AA Circular: debt/equity ratio of 49.4%, company-specific risk (alpha) of 6.2%, and a cost of debt of 5.75%. Based on the
general Value8 DCF valuation methodology, a WACC of 14.13% was used as a resultant in the valuation.
19.2.4.5 Skysource Holding
Fair value measurement as of 31 December 2024
The fair value of Skysource has been determined using the general Value8 DCF valuation methodology. The following determinants were used in the specific valuation of Skysource: a debt/equity ratio of 42.8%, company-specific risk (alpha) of 5.5% and a cost of debt of 5.75%. Based on the general Value8 DCF valuation methodology, a WACC of 13.55% was used as a resultant in the valuation.
19.2.4.6 Pavo Zorghuizen B.V.
Fair value measurement as of 31 December 2024
The fair value of Pavo Zorguizen has been determined using the general Value8 DCF valuation methodology. The following determinants were used in the specific valuation of Pavo Zorghuizen: debt/equity ratio of 240%, company-specific risk (alpha) of 6.0%, and a cost of debt of 5.75%. Based on the general Value8 DCF valuation methodology, a WACC of 13.59% was used as a resultant in the valuation.
19.2.4.7 Other private equity investments
The Net Assets Value method was used to value the other non-material private equity interests. This method has been used for investments where no future cash flows can be predicted or for investments that do not generate future cash flows. Only the remaining assets and liabilities need to be settled. Accordingly, the Net Assets Value method is a representative method for determining fair value in this specific situation.
19.2.4.8 Sensitivity analysis
The DCF valuation models include certain input variables related to revenue growth and WACC. Sensitivities related to these input variables are shown below. If the models had used a one percentage point lower/higher sales growth or a one percentage point higher/lower WACC, assuming an unchanged cost structure and investment level, the calculations would have led to the following possible additional value changes.
| 31-12-2024 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| Concordia Holding | - 1,462 | - 1,875 |
| Sales growth +1% | WACC -1% | |
| Concordia Holding | 1,205 | 2,229 |
| 31-12-2024 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| Skysource Holding | - 44 | - 119 |
| Sales growth +1% | WACC -1% | |
| Skysource Holding | 44 | 149 |
| 31-12-2023 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| Skysource Holding | - 62 | - 244 |
| Sales growth +1% | WACC -1% | |
| 31-12-2024 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| Pavo Zorghuizen | - 185 | - 53 |
| Sales growth +1% | WACC -1% | |
| Pavo Zorghuizen | 185 | 64 |
| 31-12-2024 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| BK Group International | - 117 | - 65 |
| Sales growth +1% | WACC -1% | |
| BK Group International | 116 | 76 |
| 31-12-2023 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| BK Group International | - 258 | - 124 |
| Sales growth +1% | WACC -1% | |
| BK Group International | 258 | 144 |
| 31-12-2024 Sensitivity | Sales growth -1% | WACC +1% |
|---|---|---|
| AA Circular | - 159 | - 181 |
| Sales growth +1% | WACC -1% | |
| AA Circular | 172 | 213 |
| 31-12-2023 Sensitivity | Sales growth -1% | WACC +1% |
| AA Circular | - 141 | - 203 |
| Sales growth +1% | WACC -1% |
54 VALUE8 | FINANCIAL STATEMENTS 2024
Overview of private equity investments
| Private equity investment | City/country | Participation in % | Participation in % |
|---|---|---|---|
| 31-12-2024 | 31-12-2023 | ||
| AmsterdamGold.com B.V. | Amsterdam, the Netherlands | - | 100% |
| Concordia Holding N.V. | Meppel, the Netherlands | 25,6% | 25,6% |
| Deal Value Group B.V. | Amsterdam, the Netherlands | 31% | 31% |
| BK Group International B.V. | Amsterdam, the Netherlands | 100% | 100% |
| AA Circular B.V. | Rijsenhout, the Netherlands | 65% | 65% |
| Skysource Holding B.V. | Eindhoven, the Netherlands | 100% | 100% |
| Pavo Zorghuizen B.V. | Tienray, the Netherlands | 100% | 100% |
| Other private equity investments: | |||
| DS Petcare B.V. | Amsterdam, the Netherlands | 100% | 100% |
| Westerzaan Holding B.V. | Amsterdam, the Netherlands | 100% | 100% |
| Portan N.V. | Amsterdam, the Netherlands | 100% | 100% |
| Kersten Healthcare B.V. | Amsterdam, the Netherlands | 85% | 85% |
The statement, in accordance with Article 2:379 of the Dutch Civil Code, has been filed with the Chamber of Commerce.
19.2.5 Loans granted to listed investments
| Loans granted to listed | 31-12-2024 | 31-12-2023 |
|---|---|---|
| investments | ||
| Morefield Group N.V. | 12,000 | 10,740 |
| Almunda Professional N.V. | 1,295 | - |
| Cumulex N.V. | 919 | 587 |
| 14,214 | 11,327 |
The loans granted to listed investments are valued at amortised cost. Given the specific characteristics of the loans, this corresponds to fair value.
Additional information loans granted to listed investments 31 December 2024
| Maturity | Maximum | 1 to | Longer | Total |
|---|---|---|---|---|
| breakdown | 1 year | 5 years | than 5 | |
| years | ||||
| Amount | - | 8,796 | 5,418 | 14,214 |
| Currency | Euro | Euro | Euro | Euro |
Interest varies between 0% and 6.
19.2.5.1 Morefield Group N.V.
The loans granted to Morefield mainly consist of the 2.5% bullet loan of €10,640 with a maturity of 6 years relating to the November 2022 transfer of Value8's share in Kersten Groep B.V. to Morefield. The initial measurement at fair value of the non-recourse bullet loan was €7,932. The 31 December 2024 fair value is €8,796. The bullet loan will be redeemed in full in November 2028.
Included in the receivable from Morefield Group N.V. are the granted equity loans with indefinite maturity and interest rates of partly 6% and partly 6-month Euribor + 3%. During the loan term, repayment of the outstanding balance by Morefield is not mandatory. Morefield is required to pay the interest annually in arrears but can unilaterally decide not to pay the interest due and add it to the principal. Until the principal and outstanding interest are paid, Morefield is not entitled to pay dividends to its shareholders without Value8's approval.
19.2.5.2 Almunda Professionals N.V.
Value8 provided a current account credit funding facility to Almunda Professionals. This facility is maximized to €5.000 with a minimum term of 48 months (April 2028). The agreed interest rate is 7%. In 2024 Value8 provided €1,265 to Almunda.
19.2.5.3 Cumulex N.V.
In the reporting period, additional funding increased the loan by €72.
The statement of changes in loans granted to listed investments is as follows:
| Loans granted to listed investments |
Balance 1 January 2024 |
Investments / Divestment |
Revaluation / amortisation |
Interest | Balance 31 December 2024 |
|---|---|---|---|---|---|
| Morefield Group N.V. | 10,740 | 157 | - | 1,103 | 12,000 |
| Almunda Professionals N.V. | - | 1,265 | - | 30 | 1,295 |
| Cumulex N.V. | 587 | 72 | 260 | - | 919 |
| 11,327 | 1,494 | 260 | 1,133 | 14,214 |
19.2.6 Loans granted to others
| Balance 31 December 2023 |
Investments / Divestment |
Revaluation / amortisation |
Interest | Balance 31 December 2024 |
|
|---|---|---|---|---|---|
| Loans granted to others | 327 | 121 | - | 30 | 478 |
Additional information on loans granted to others on
31 December 2024:
| Maturity breakdown |
Maximum 1 year |
1 to 5 years |
Longer than 5 years |
Total |
|---|---|---|---|---|
| Amount | 16 | 52 | 410 | 478 |
| Currency | Euro | Euro | Euro | Euro |
19.2.7 Options on investments in the investment portfolio
These concern 16 million warrants for Morefield Group shares (2x 8 million). The valuation as of 31 December 2024 is based on the Black-Scholes option pricing model.
The assumptions used in the Black-Scholes model are the closing price of Morefield Group warrants on 31 December 2024 and a risk-free rate of 2.61% (10-year interest rates on government bonds). An expected volatility of 13.6% has been used, partly determined on the basis of the recent average volatility of (small cap) exchange funds at Euronext Amsterdam.
19.2.8 Listed investments
| Listed investments | 31-12-2024 | IFRS | 31-12-2023 | IFRS |
|---|---|---|---|---|
| Level | Level | |||
| Fixed financial assets | ||||
| Morefield Group N.V. 1 | 22,485 | 1/3 | 18,338 | 1/3 |
| Almunda Professionals | 11,896 | 1/3 | 12,898 | 1/3 |
| N.V. 2 | ||||
| MKB Nedsense N.V. 3 | 3,361 | 1/3 | 4,929 | 1/3 |
| Hawick Data N.V. 4 | 3,113 | 1 | 2,810 | 1 |
| Cumulex N.V. 5 | 180 | 3 | 517 | 3 |
| Current financial assets | ||||
| Other listed interests 6 | 34,336 | 1 | 32,202 | 1 |
| 75,371 | 71,694 | |||
| Fixed assets | 41,035 | 39,492 | ||
| Current assets | 34,336 | 32,202 | ||
| 75,371 | 71,694 |
56 VALUE8 | FINANCIAL STATEMENTS 2024
*1* Listed B-shares of Morefield Group are valued at the share price of €0.52 per share (level 1). A 20% discount for illiquidity is applied to the valuation of the non-listed Ashares (€0.42 per share – level 3). By 31 December 2023, Bshares were valued at the share price of €0,42. Non-listed Ashares were valued at €0.34 (20% discount).
*2* The listed Almunda Professionals B-shares are valued at The share price of €1.16 (31-Dec-2023: €1.32) per share (level 1). The non-listed A-shares are valued at the share price with a discount of 20% at €0.93 (31-Dec-2023: discount 20%, €1.06 – level 3).
*3* Listed MKB Nedsense B-shares are valued at the share price (level 1) of €0.068 (31-Dec-2023: €0.099). The unlisted A-shares are valued at the stock price minus a discount of 20% at €0.054 – level 3 (31-Dec-2023: 20% discount €0.079).
*4* Hawick Data: Listed B-shares Hawick Data are valued at the share price of €2.16 (31-Dec-2023: level 1 listed share price of €1.95).
*5* For Cumulex, a discount was applied to the share price at the end of 2024 (IFRS Level 3) due to the inactive market. The applied discount is also 20% (31-Dec-2023: discount 20%).
The statement of changes in listed investments is as follows:
*6*A large part of the assets are invested in other listed securities. These are liquid to highly liquid. The size of this securities portfolio at the share price on 31 December 2024 was €34,161. Renewi (€18,174 | 31-Dec-2023: €13,991) and Ctac (€11,918 | 31-Dec-2023: €13,168) are the largest listed investments in terms of value. Regarding one of the other investments (TABS Holland), similar to 2023, a discount was applied to the share price because of the limited number of trades in this share (Level 3).
| Sensitivity analysis discounted | Discount | Discount |
|---|---|---|
| shares (level 3) | - 5% | + 5% |
| Morefield Group N.V. | 1,306 | - 1,306 |
| Almunda Professionals N.V. | 103 | - 103 |
| MKB Nedsense N.V. | 173 | - 173 |
| Cumulex N.V. | 11 | - 11 |
| Other listed investments | 103 | - 103 |
If no discounts had been applied to shares of listed companies, the equity of Value8 would be €6.8 million higher (31-Dec-2023: €6.2 million higher).
| Balance 1 | Investments | Divestments | Revaluation / | Level 3 to level 1 | Balance 31 | |
|---|---|---|---|---|---|---|
| January 2024 | transaction result | valuation result | December 2024 | |||
| Morefield Group N.V. | 18,338 | - | - | 4,147 | - | 22,485 |
| Almunda Professionals N.V. | 12,898 | 843 | - | - 1,845 | - | 11,896 |
| MKB Nedsense N.V. | 4,929 | - | - | - 1,568 | - | 3,361 |
| Hawick Data N.V. | 2,810 | - | - | 303 | - | 3,113 |
| Cumulex N.V. | 517 | - | - | - 337 | - | 180 |
| Other listed interests & securities held |
32,202 | 3,674 | - 3,372 | 1,832 | - | 34,336 |
| 71,694 | 4,517 | - 3,372 | 2,532 | - | 75,371 |
and divestments, the following non-cash transactions occurred in 2024:
• Stock dividend income from Almunda Professionals for €843.
57 VALUE8 | FINANCIAL STATEMENTS 2024
The changes in listed investments are as follows:
| 31 December 2024 | 31 December 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Listed investments | Listed | Loans | Total | IFRS | Listed | Loans | Total | IFRS |
| investment | granted | Level | investment | granted | Level | |||
| Morefield Group N.V. | 22,485 | 12,000 | 34,485 | 1/3 | 18,338 | 10,740 | 29,078 | 1/3 |
| Almunda Professionals | 11,896 | 1,295 | 13,191 | 1/3 | 12,898 | - | 12,898 | 1/3 |
| N.V. | ||||||||
| MKB Nedsense N.V. | 3,361 | * - 2,333 | 1,028 | 3 | 4,929 | * - 2,238 | 2,691 | 1/3 |
| Hawick Data N.V. | 3,113 | - | 3,113 | 3 | 2,810 | - | 2,810 | 1 |
| Cumulex N.V. | 180 | 919 | 1,099 | 3 | 517 | 587 | 1,104 | 3 |
| Other listed interests & | 34,336 | - | 34,336 | 3 | 32,202 | - | 32,202 | 1 |
| securities held | ||||||||
| 75,371 | 11,881 | 87,252 | 71,694 | 9,089 | 80,783 |
* The loan granted to Value8 by MKB Nedsense N.V. is presented in current liabilities in the Statement of Financial Position (Loans from related parties).
The loans granted to private equity investments are valued at amortised cost. Given the specific characteristics of the loans, this corresponds to fair value.
19.2.8.1 Listed investments
| Listed investments | City/country | Participation in % 31-12-2024 |
Participation in % 31-12-2023 |
|---|---|---|---|
| Morefield Group N.V. | Willemstad, Curaçao | 87% | 87% |
| Almunda Professionals N.V. | Amsterdam, the Netherlands | 50% | 50% |
| MKB Nedsense N.V. | Amsterdam, the Netherlands | 60% | 60% |
| Hawick Data N.V. | Amsterdam, the Netherlands | 37% | 37% |
| Cumulex N.V. | Diegem, Belgium | 76% | 76% |
| Ctac N.V. | 's Hertogenbosch, the Netherlands | 29% | 29% |
MKB Nedsense N.V. holds the following interests:
| MKB Nedsense interests | City/country | Participation in % | Participation in % |
|---|---|---|---|
| 31-12-2024 | 31-12-2023 | ||
| Private equity investment | |||
| Axess Group B.V. | Amsterdam, the Netherlands | 100% | 100% |
| GNS Brinkman B.V. | Amsterdam, the Netherlands | 100% | 100% |
| Other interests | |||
| Almunda Professionals N.V. | Nieuwegein, the Netherlands | 13% | 13% |
| Value8 Tech Services B.V. | Amsterdam, the Netherlands | 100% | 100% |
| Value8 Tech Group N.V. | Amsterdam, the Netherlands | 100% | 100% |
| (excluding associates) |
19.2.9 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.
19.2.10 Cash
Cash consists of the credit balances in bank accounts and is entirely available for use. The maximum credit risk consists of the carrying amount of cash and cash equivalents recognised as of the reporting date.
19.2.11 Share capital
Value8's authorised capital as of 31 December 2024 amounts to €7,280 and consists of 2,800,000 A shares (nominal €0.35), 14,000,000 B shares (nominal €0.35) and 4,000,000 cumulative financing preference shares C (nominal €0.35).
A and B shares have the same rights, with B shares listed on Euronext Amsterdam. The revaluation reserve is restricted and not distributable. The preference C shares have a base value of €6.25 and have a dividend percentage of 5%. Value8 has committed not to redeem the preference shares for at least five years after the split date (and therefore not to redeem them until 17 June 2025).
As of 31 December 2024:
- 10,685,792 B shares with a par value of €0.35, issued and fully paid up;
- 1,714,683 cumulative financing preference shares C with a par value of €0.35 issued and paid up.
As of 31 December 2023:
- 10,685,792 B shares with a par value of €0.35, issued and fully paid up;
- 1,534,612 cumulative financing preference shares C with a par value of €0.35, issued and paid up.
As of 31 December 2024, the company has 1,081,905 treasury B-shares in its portfolio. This leaves 9,603,887 Bshares outstanding with third parties.
From the issued 1,714,683 cumulative preference Cshares per 31 December 2024, Value8 has 425,225 treasury shares C in the portfolio. This leaves 1,289,458 cumulative preference C shares outstanding with third parties.
19.2.12 Earnings per share
The calculation of earnings per share for 2024 is based on the result attributable to B-shareholders of €7,174 (2023: €5,820) and the average number of outstanding shares for 2024 is 9,603,887 (2023: 9,603,887). In determining the result attributable to shareholder B, the 5% cumulative preference dividend C-Shares payable has been considered. Earnings per share 2024 is €0.71 (2023: €0.57). Diluted earnings per share equals earnings per share, as there are no exercisable rights to Value8's shares.
19.2.13 Non-current liabilities
| Non-current liabilities | 31-12-2024 | 31-12-2023 |
|---|---|---|
| Lease obligation rental | 30 | 150 |
| Brediusweg | ||
| Total non-current liabilities | 30 | 150 |
At year-end 2024, long-term liabilities represent the lease obligation for the office building at 33 Brediusweg in Bussum. The agreement runs until June 2026. The part of the lease obligation payable within one year in the amount of €133 (2023: €129) is presented in current liabilities.
19.2.14 Amounts owed to credit institutions
This is the debit balance at the end of 2024 in Value8's investment account with SwissQuote.
19.2.15 Loans from related parties
| Loans from related parties | 31-12-2024 | 31-12-2023 |
|---|---|---|
| MKB Nedsense N.V. | 2,333 | 2,238 |
| AmsterdamGold.com B.V. | - | 303 |
| 2,333 | 2,541 |
During 2024, Value8 repaid €48 (2023: €75) in cash on the MKB Nedsense current account. The €2,333 loan, with a principal amount of €2,300, will be repaid within ten business days upon first request by MKB Nedsense, initially no later than 30 December 2021. MKB Nedsense approved a one-year extension of the term at Value8's request until 31 December 2025. The interest payable is 12 months Euribor + 3%. Interest is due, in arrears, per annum on 31 December. As long as the interest is not due, it will not bear interest itself.
19.2.16 Loans from Others
The 31 December 2023 Loan outstanding of €2,610 relates to the loan granted in June 2023 with a principal amount of €2,500 and has been redeemed early January 2024.
19.2.17 Trade and other payables
| Other liabilities | 31-12-2024 | 31-12-2023 |
|---|---|---|
| Creditors | 274 | 213 |
| Accrued liabilities | 1,300 | 1,387 |
| 1,574 | 1,600 |
Other payables and accruals have a maturity of less than one year.
19.2.18 Financial instruments measured at fair value
In the specifications of the private equity investments, loans granted to listed investments and options included above indicate the manner in which the relevant interest has been valued (IFRS Level 1, 2 or 3).
19.2.18.1 Private equity investments
The specifications of the private equity investments, loans granted to others, listed investments and options included above show how the relevant interest has been valued. In the case of investments where no future cash flows are expected, other than settlement of the company, the equity value (Net Assets method) is considered representative of fair value (Level 3 valuation). As of 31 December 2024, the fair value measurements were predominantly valued on a DCF (Level 3) calculation basis. For investments in businesses without significant operations or in the intended wind-down of operations, Net Asset Value (Level 3) has been used.
19.2.18.2 Loans granted to others
Loans granted to others are fixed financial assets with fixed
| Loans from others | 31-12-2024 | 31-12-2023 |
|---|---|---|
| Loans outstanding | - | 2,610 |
| Total loans from others | - | 2,610 |
or determinable market payments that are not valued in an active market. After initial recognition at cost (fair value at initial recognition), the loans valued at amortised cost less any write-downs where there are doubts about the collectability of the loan. Due to the fixed or determinable market loan terms, the amortised cost of the loans is equal to the fair value. For a further explanation of the fair value of the loans, please refer to sections 19.2.4, 19.2.5 and 19.2.6. The loans granted to Morefield Group, Hawick Data, and Cumulex have fixed or determinable market loan conditions. Accordingly, the amortised cost of the loans equals the fair value (see section 19.2.5).
19.2.18.3 Options
Options on shares in (listed) companies are valued based on a Black-Scholes model using an observable input variable (Level 2 valuation). Options on shares in private equity companies are valued based on a Black-Scholes model using an input variable based on a DCF calculation (Level 3 valuation).
19.2.18.4 Listed investments
For listed investments in an active market, the share price on the balance sheet date is used for valuation (Level 1). In the case of listed companies in an inactive market, if there are frequent transactions during the year under review, in principle, the share price on the balance sheet date is used for the initial valuation (Level 3 valuation). If there are no frequent transactions in an inactive market during the financial year, a discount is applied to the share price on the balance sheet date (Level 3 valuation). In the case of shares held in a listed company that are not tradable on the stock exchange (letter shares), a discount is applied to the share price on the balance sheet date for illiquidity reasons (Level 3 valuation). Further disclosure regarding level 1 and level 3 valuation of listed investments is also provided in paragraph 19.2.8 and paragraph 19.2.18.5 regarding level 3 private equity investment and listed investments & securities.
19.2.18.5 Disclosure level 3 private equity investments & listed investments
| Private equity investments | Level 3 | 31 December 2024 | Level 3 | 31 December 2023 |
|---|---|---|---|---|
| Total | Total | |||
| AmsterdamGold.com B.V. | - | - | 5,757 | 5,757 |
| Concordia Holding N.V. | 6,520 | 6,520 | 5,520 | 5,520 |
| Deal Value Group B.V. | 4,273 | 4,273 | 4,150 | 4,150 |
| BK Group International B.V. | 1,895 | 1,895 | 1,895 | 1,895 |
| Skysource Holding B.V. | 1,000 | 1,000 | 2,011 | 2,011 |
| AA Circular B.V. | 1,800 | 1,800 | 1,630 | 1,630 |
| Pavo Zorghuizen B.V. | 305 | 305 | - | - |
| Other private equity investments | 74 | 74 | 82 | 82 |
| 15,867 | 15,867 | 21,045 | 21,045 |
| Listed investments & securities | Level 1 | Level 3 | 31 December 2024 | Level 1 | Level 3 | 31 December 2023 |
|---|---|---|---|---|---|---|
| Total | Total | |||||
| Morefield Group N.V. | 1,587 | 20,898 | 22,485 | 1,294 | 17,044 | 18,338 |
| Almunda Professionals N.V. | 10,254 | 1,642 | 11,896 | 11,123 | 1,775 | 12,898 |
| MKB Nedsense N.V. | 585 | 2,776 | 3,361 | 859 | 4,070 | 4,929 |
| Hawick Data N.V. | 3,113 | - | 3,113 | 2,810 | - | 2,810 |
| Cumulex N.V. | - | 180 | 180 | - | 517 | 517 |
| Other listed securities | 32,683 | 1,653 | 34,336 | 30,704 | 1,498 | 32,202 |
| 48,222 | 27,149 | 75,371 | 46,790 | 24,904 | 71,694 |
| Level 3 Private equity investments & | 1 January 2024 Reclassifications | Investments Divestments Revaluation | 31 December | |||
|---|---|---|---|---|---|---|
| listed investments / securities | (to level 3) | / Result | 2024 Total | |||
| Private equity investments | 21,045 | - | 123 | - 6,220 | 919 | 15,867 |
| Listed investments & securities | 24,904 | - | - | - | 2,245 | 27,149 |
| 45,949 | - | 123 | - 6,220 | 3,164 | 43,016 |
19.2.19 Contingent liabilities
Value8 provided a current account credit funding facility to Almunda Professionals. This facility is maximized to €5.000 with a minimum term of 48 months (April 2028). The agreed interest rate is 7%. In 2024 Value8 provided €1,265 to Almunda (19.2.5.2).
19.2.20 Risks
Value8—like any company—is exposed to risks. The increasing complexity of society and the investment projects Value8 is involved in, as well as changing laws and regulations, require Value8 to be significantly risk-aware. Risk management is the process of identifying, evaluating, controlling and communicating risks from an integrated and organisation-wide perspective. It is a continuous process, if only because timeliness and acting in changing circumstances demand it. This section outlines the operational, financial, and investment risks Value8 faces. Value8 is convinced that risk management is a necessary part of sound governance and the development of a sustainable business. Through its risk management and an appropriate balance between risks and returns, Value8 aims to maximise business success and shareholder value.
Optimal risk management should also contribute to achieving the strategic objectives, optimising operational business processes in terms of effectiveness and efficiency, increasing the reliability of financial reporting and monitoring operations in accordance with laws, regulations, and the Code of Conduct. The following are the key risk factors affecting Value8. The order of the risks described is arbitrary.
19.2.20.1 Economic risk
The fluctuations in the economic cycle, just like all other risks to which Value8's portfolio companies are subject, have a potential impact on the results of the private equity investments and the listed investments and, therefore, also on the valuation of the private equity investments and the listed investments on Value8's balance sheet. Value8's diversified portfolio, spanning across multiple sectors, experiences varying impacts from economic fluctuations.
19.2.20.2 Market risk
The value of the listed part of the portfolio depends directly on the relevant stock market prices and their fluctuations. In addition, the valuation of the unlisted private equity valuations under IFRS may rely on several market-related elements. However, the volatility of these market developments does not necessarily reflect the performance of the relevant investment. This means that the unrealised revaluations in the unlisted Value8 portfolio, and consequently Value8's result, may also be determined to a significant extent by market developments.
19.2.20.3 Competitive risk
Value8 operates in a competitive market characterised by both local and international private equity players and a rapidly changing competitive landscape. Its success is largely determined by its ability to hold its own in a highly competitive and differentiating position.
19.2.20.4 Liquidity risk
Value8's portfolio partly consists of private equity investments that are unlisted 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, the business cycle in general, the availability of buyers, and the financing and the possibility of IPOs. Accordingly, the illiquidity of its assets entails a risk for Value8's results and cash flow generation. The focus in managing liquidity risk is on the net financing
headroom, consisting of free available cash in relation to financial liabilities.
Value8 has a number of funding sources at its disposal, including dividend payments by companies from the investment portfolio, repayment of debt by companies from the investment portfolio to Value8, interest payments on loans provided by Value8 to private equity investments and/or listed investments, full or partial sale of investments, issuance of ordinary shares or preference shares, attracting (re)financing by Value8 and/or (re)financing of companies in the investment portfolio. As a result, the board considers the liquidity risk to be limited.
19.2.20.5 Credit risk
Credit risk is the risk of financial loss to Value8 if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Value8's exposure to credit risk is mainly determined by the individual characteristics of individual debtors. To determine whether a significant increase in credit risk or an impairment has occurred, Value8 takes into account various factors, including financial or economic conditions of the debtor, adverse changes in its business circumstances, contract defaults, covenant breaches, waivers or amendments and past-due information. With respect to financial instruments measured at fair value, credit risk is discounted in the fair value measurement. Loans are issued only after an initial creditworthiness assessment. Write-offs were made on the loans granted in the past. Adequate provisions are expected to be recognised on the loans recognised as of the reporting date. Cash and cash equivalents have been placed with credit institutions with a minimum credit rating of A. The other asset items under loans and receivables have been recognised at amortised cost, which, given the short maturity, is almost equal to the face value. The tables below combine both loans granted to private equity investments and listed investments and do not have a public credit rating. Value8 considers a loan at default if no future redemptions are expected. The increase in loans granted relates to loans granted to Almunda Professional (19.2.5.2) and the fair value of the loan to Morefield resulting from the transfer of Kersten Groep in November 2022 (paragraph 19.2.5.1).
| Loans | Amortized | Loss allowance | Loss | Carrying |
|---|---|---|---|---|
| granted | costs | until 31 | allowance | amount 31 |
| December 2022 | 2023 | December | ||
| 2023 | ||||
| Loans | 17,170 | 3,787 | 89 | 13,294 |
| Loans | Amortized | Loss allowance | Loss | Carrying |
|---|---|---|---|---|
| granted | costs | until 31 | allowance | amount 31 |
| December 2023 | 2024 | December | ||
| 2024 | ||||
| Loans | 19,049 | 3,876 | - 215 | 15,388 |
| Loss allowance | 2024 | 2023 |
|---|---|---|
| Loss allowance 31 December 2023 (2022) | 3,876 | 3,787 |
| Changes 2024, stage 1 | - 260 | - 119 |
| Changes 2024, stage 2 | 45 | 185 |
| Changes 2024, stage 3 | - | 23 |
| Financial assets purchased credit impaired | - | - |
| Loss allowance 31 December 2024 (2023) | 3,661 | 3,876 |
19.2.20.6 Interest rate risk
The risk due to changing interest rates for Value8 is limited as Value8 is only to a small extent financed by debt. A 1% decrease in interest rates would not result in a material change in results or equity. The same applies to a 1% increase in interest rates. The interest rate risk for portfolio companies is discounted in the WACC and, as such, is included in the sensitivity analyses (paragraph 19.2.4.7).
19.2.20.7 Personnel risk
Value8 relies significantly on the experience, commitment, reputation, deal-making skills and network of its directors and senior staff to achieve its objectives. Human capital is a very important asset for the company. The departure of directors and senior employees may, therefore, have a negative impact on Value8's operations and results.
19.2.20.8 Capital risk policy
At Value8, equity qualifies as capital. The company aims to use most of the retained reserves for investments in the
context of organic growth and acquisitions. It is not subject to external requirements regarding the capital to be held.
19.2.21 Related parties
Value8's related parties are the companies that are part of Value8's investment portfolio, the members of the Supervisory Board and the members of the Executive Board. 3L Capital Holding B.V. also qualifies as a related party.
19.2.21.1 Related party transactions
As of 31 December 2024, Value8 has granted loans of €14,909 (2023: €12,967) to investments that are part of Value8's investment portfolio. In principle, a market-based interest rate is charged on the loans. See sections 19.2.5 and 19.2.15.
Mr Hettinga is a member of the Supervisory Boards of MKB Nedsense N.V., Portan N.V., and Hawick Data N.V. For the remuneration of these supervisory directorships and board positions, please refer to these companies. Mr De Vries is a member of the Supervisory Boards of MKB Nedsense N.V., Almunda Professionals N.V., and Hawick Data N.V. For the remuneration of these supervisory directorships and board positions, please refer to these companies.
19.2.21.2 Remuneration of Supervisory Board members
The remuneration of the Supervisory Board members is independent of the company's results. At the end of 2024, there were two (2023: 2).
Supervisory Board:
- Mr R.A.E. de Haze Winkelman: 2024 €25 (2023: €25). Appointed as of 22 May 2019.
- Mrs L. Vervuurt: 2024 €0 (2023: €0). Appointed as of 19 December 2024.
The total remuneration of the Supervisory Board for the reporting period 2024 amounts to €45 (2023: €45). Mr J.P.C. Kerstens, appointed as of 5 September 2019, ended his role as a Supervisory Board member on 19 December 2024.
The remuneration of the Board of Directors is presented below.
| Periodic income 2024 |
One-off reward |
Profit sharing and bonus scheme |
2024 | 2023 | |
|---|---|---|---|---|---|
| Drs P.P.F. de Vries | 250.12 | - | 40.00 | 290.12 | 278.21 |
| Drs G.P. Hettinga | 162.49 | - | 25.00 | 187.49 | 179.75 |
Mr De Vries and Mr Hettinga were initially appointed as directors on 24 September 2008 and renominated in periods of four years each time, most recently on 4 June 2024 for another period of four years. In accordance with the remuneration policy approved by the General Meeting of Shareholders on 30 June 2024, the fixed remuneration is adjusted periodically – that is, annually. In 2024, the fixed remuneration increased by 5%. Mr De Vries holds 4,029,500 B shares and 259,400 preference C shares on 31 December 2024 through 3L Capital Holding (2023: 4,029,500). Mr Hettinga holds 16,200 B shares and 600 preference C shares, and Mr De Haze Winkelman has 20,000 B shares and 740 preference C shares. Within Value8, 'key personnel' consists of the members of the Executive Board and the Supervisory Board. Please refer to Chapter 9 of the annual report for the
remuneration policy. The annual change in remuneration over the last five years, the development of performance, and the average remuneration are presented in the table below.
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Board remuneration | 477 | 458 | 439 | 418 | 402 |
| Number of directors | 2 | 2 | 2 | 2 | 2 |
| Remuneration mr De Vries | 290 | 278 | 267 | 254 | 244 |
| Annual change | 5% | 5% | 5% | 4% | 0% |
| Remuneration mr Hettinga | 187 | 180 | 172 | 164 | 158 |
| Annual change | 5% | 5% | 5% | 4% | 0% |
| Staff payroll excluding Board | 729 | 615 | 585 | 554 | 597 |
| FTE | 7,5 | 6,8 | 6,8 | 6,8 | 7,8 |
| Average wage costs excluding Board | 98 | 90 | 87 | 81 | 88 |
| Pay ratio Board versus staff | 2.4 | 2.5 | 2.5 | 2.6 | 2.3 |
| Shareholders equity | 103,005 | 97,222 | 91,896 | 96,095 | 78,386 |
| Dividend per share | 0.20 | 0.19 | 0.18 | 0.17 | 0.16 |
Other comments:
According to the AFM registers, the following disclosures of an interest of more than 3% in the company's share capital were known as of the date of the annual report: 3L Capital Holding B.V. (P.P.F. de Vries) 35.10% (notification as of 15 September 2024) J.P. Visser 25.61% (notification as of 19 March 2020) Value8 NV 10.10% (notification as of 22 May 2019)
The actual percentages within the legal disclosure bandwidth may have changed since the last disclosure to the AFM register regarding substantial holdings and gross short positions.
19.2.22 Events after the balance sheet date
In March 2025, Value8 increased its stake in Ctac NV by 10%, at €3.5 per share. Value8 currently has no ambition to acquire a majority stake in Ctac. With regard to the consequences of exceeding the 30% limit (Article 5:70 Wft) to currently approximately 40%, Value8 expects to determine and communicate its position by early April 2025 at the latest.
In March 2025 Value8 agreed with Hawick NV on a loan arrangement with a principal amount of €5,000. Value8 will pay 6% interest in arrears, per annum on 28 December 2025, at which date also the principal amount will be repaid to Hawick NV.
19.2.23 Fair value changes private equity investments
| Fair value changes private equity | 2024 | 2023 |
|---|---|---|
| investments | ||
| Concordia Holding N.V. | 1,000 | 46 |
| BK Group International B.V. | - | 199 |
| Pavo Zorghuizen B.V. | 305 | - |
| ICE Groep B.V. | - | 200 |
| Skysource Holding B.V. | - 1,011 | - 151 |
| AA Circular B.V. | 170 | 130 |
| Other private equity investments | - 8 | - |
| Total fair value changes private | 456 | 424 |
| equity investments |
19.2.24 Fair value changes listed investments
| Fair value changes listed | 2024 | 2023 |
|---|---|---|
| investments | ||
| Morefield Group N.V. | 4,830 | 3,274 |
| Almunda Professionals N.V. | - 1,845 | 1,367 |
| MKB Nedsense N.V. | - 1,568 | - 920 |
| Hawick Data N.V. | 303 | 533 |
| Cumulex N.V. | - 337 | - 233 |
| Other interests held | 1,879 | 406 |
| Total fair value changes listed | 3,262 | 4,427 |
| investments |
As for other interests held, Renewi (€4,311), Ctac (€- 1,277) and Lacroix (€- 1,360) most significantly changed shareholder value.
19.2.25 Interest loans granted to private equity investments
| Interest loans granted to private | 2024 | 2023 |
|---|---|---|
| equity investments | ||
| BK Group International B.V. | 13 | 24 |
| Other private equity investments | 35 | 227 |
| Total | 48 | 251 |
19.2.26 Interest listed investments
| Interest listed investments | 2024 | 2023 |
|---|---|---|
| Morefield Group N.V. | 1,103 | 590 |
| Almunda Professionals N.V. | 29 | - |
| 1,132 | 590 |
19.2.27 Realised results
The realised results consist of transaction results from the sale of shares from the private equity investment portfolio (realised results private equity investments) and realised results from listed investments (realised results listed investments). The transaction results are calculated in relation to the book value of the relevant investments at the beginning of the financial year, possibly increased by investments in the relevant financial year.
19.2.28 Other income
2024 Other income consists of non-recurring income from legal proceedings and judicial decisions.
2023 Other income consists of proceedings regarding the actual sale of property in Hungary in 2023 by IEX.
| Other income | 2024 | 2023 |
|---|---|---|
| Non recurring other income | 250 | 136 |
| 250 | 136 |
19.2.29 Dividends
Dividends received during the financial year from both private equity investments and listed investments include dividend income from BK Group International B.V. €1,798 (2023: €0), Concordia Holding N.V. €331 (2023: €956), Ctac N.V. €439 (2023: €479), Almunda Professionals N.V. €604 (2023: €538) and TABS €128 (2023: €128).
| Dividend income | 2024 | 2023 |
|---|---|---|
| Dividends | 3,757 | 2,213 |
| 3,757 | 2,213 |
19.2.30 Wages, salaries, and payroll taxes
| Wages, salaries, and payroll taxes | 2024 | 2023 |
|---|---|---|
| Wages and salaries | 1,100 | 988 |
| Payroll taxes | 90 | 77 |
| Other personnel costs | 17 | 15 |
| 1,207 | 1,080 |
In 2024, an average of 8.5 full-time employees were employed within the company (2023: 7.8).
19.2.31 Other operating expenses
| Other operating expenses | 2024 | 2023 |
|---|---|---|
| Housing costs | 25 | 31 |
| Consultancy fees | 369 | 309 |
| General operating expenses | 205 | 197 |
| 599 | 537 |
| Corporate income tax | 2024 | 2023 |
|---|---|---|
| Corporation tax domestic rate | - 25,8% | - 25,8% |
| Effect of offsets within fiscal unity | - | - |
| Effect non-taxable results | 25,8% | 25,8% |
| 0% | 0% |
As of 31 December 2024, the amount of carry forward losses is €8,949 (31-Dec-2023: €8,617). No deferred tax asset has been recognised for the carry-forward losses. If Value8's income consists purely of exempted participation results, a taxable profit is not foreseeable. No amounts relating to taxes were recognised directly in equity in the 2024 financial year.
19.2.32 Financial income and expenses
| Financial income and expenses | 2024 | 2023 |
|---|---|---|
| Financial income | ||
| Miscellaneous financial income | - | - |
| Total financial income | - | - |
| Financial expenses | ||
| Bank charges and commission | - 94 | - 62 |
| Interest expense on short-term | - 402 | - 562 |
| financing | ||
| Total financial expenses | - 496 | - 624 |
| Total financial income and expenses | - 496 | - 624 |
19.2.33 Corporate income taxes
Reported corporate income taxes as a percentage of 2024 results before tax are 0% (2023: 0%). The reconciliation between corporate 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:
19.2.34 Segmented information
Value8 invests in private companies (private equity investments) and listed companies. The investments can be in equity or loan form. This results in the following segmentation:
| 31 December 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Sectors | Equity investment |
Loans granted to |
Total | Equity investment |
Loans granted to |
Total |
| Private equity investments | 15,867 | 695 | 16,562 | 21,045 | 1,640 | 22,685 |
| Listed investments | 76,567 | 14,214 | 90,781 | 72,207 | 11,327 | 83,534 |
| 92,434 | 14,909 | 107,343 | 93,252 | 12,967 | 106,219 |
| Financial year 2024 | Financial year 2023 | |||||
|---|---|---|---|---|---|---|
| Fair value | Realised | Total | Fair value | Realised | Total | |
| Sectors | changes | results | changes | results | ||
| Private equity investments | 411 | 2,943 | 3,354 | 216 | 1,155 | 1,371 |
| Listed investments | 3,522 | 2,410 | 5,932 | 4,546 | 2,124 | 6,670 |
| Other income | - | 280 | 280 | - | 142 | 142 |
| 3,933 | 5,633 | 9,566 | 4,762 | 3,421 | 8,183 |
19.2.35 External auditors' service fees
In 2024, Value8 accounted for the following costs for the audit services to GCP Auditors Ltd:
| 2024 | 2023 | |
|---|---|---|
| Audit of financial statements | 115 | 100 |
| Other assurance services | - | - |
| Tax advisory services | - | - |
| 115 | 100 |
19.2.36 Proposed appropriation of profit
Based on the Financial statements for 2024, the Executive Board and the Supervisory Board propose to distribute a dividend of €0.20 for the ordinary B shares. The Boards expect to propose an optional dividend, whereby shareholders can choose between a cash dividend and a dividend paid in preference shares. Furthermore, the dividend (already paid) for 2024 on the preference C shares will be set at €0.3125 per share.
Bussum, 30 April 2025
Executive Board Mr. Drs. P.P.F. de Vries Mr. Drs. G.P. Hettinga
Supervisory Board Mr. R.A.E. de Haze Winkelman Mrs. L. Vervuurt
19.3 Other data
19.3.1 Statutory provisions on profit appropriation
Article 23 of the articles of association reads as follows:
23.1 From the profit as shown in the adopted financial statements, firstly, to the extent applicable:
- a. the reserves required by law shall be formed;
- b. losses from previous years that have not yet been covered shall be cleared; and
- c. the reserves deemed necessary by the Board shall be formed.
23.2 After application of the provisions of Article 23.1, a dividend shall be paid, if possible, on each C share equal to a percentage of 5% calculated on the nominal amount, increased by the amount of share premium paid with the first issued C share. Such distribution by the company is only possible to the extent that its shareholders' equity exceeds the amount of the paid-up and called-up part of the capital plus the reserves that must be maintained by law or by virtue of the articles of association.
23.3 If and to the extent that the profit as shown in the adopted financial statements is not sufficient to make the distribution referred to in Article 23.2 in full, the deficit, after application of Article 23.1, shall be covered as follows:
- a. from the profit of the next financial year(s), provided the profit is sufficient for such distribution; and
- b. from the company's reserves, to the extent permitted by law.
In applying this provision, holders of C shares shall be treated equally in proportion to the paid-up amount per C share.
23.4 If C shares are issued during a financial year, the dividend on those shares for that financial year shall be reduced pro rata from the first day of issue.
23.5 From the profit remaining after applying the previous paragraphs, the holders of A shares and B shares, respectively, shall be paid such an amount per A share and B share as the remaining profit, less the aforementioned distributions and any reserves to be determined by the general meeting, allows, on the understanding that no further dividend shall be paid on C shares.
23.6 Without prejudice to the provisions of Articles 9.3 and 23.3, only the holders of A and B shares are entitled to distributions made from reserves formed pursuant to the provisions of Article 23.5.
23.7 Without prejudice to the provisions of Article 23.6 and Article 24, the general meeting may only dispose of reserves of the company on a proposal of the Management Board approved by the Supervisory Board.
19.3.2 Auditors report
As discussed in the previous financial reports, there is a structural problem in the Dutch market for PIE audit firms (oob-accountants). This was the reason why the listed companies were not able to find a PIE auditor in the Netherlands. Value8 was able to appoint GCP Auditors to audit its 2024 annual accounts. The auditor expects a delay in the
audit process for the 2024 annual report as well. This annual report doesn't have an auditors report yet ('overmacht').
VALUE8 | FINANCIAL STATEMENTS 2024
