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06.5 Notes to the consolidated balance sheet

1. Intangible fixed assets

The composition and movement per category for intangible fixed assets for the year 2025/2026 is as follows:

  Research and development costs Goodwill Trademark Intellectual property Intangible fixed assets under construction Total 2025/2026
Purchase value 12.560 5.858 0 0 2.622 21.040
Cumulative depreciation -4.164 -5.740 0 0 0 -9.904
Book value as per 1 July 8.396 118 0 0 2.622 11.136
Investments 794 6.648 1.000 5.200 1.329 14.971
Acquisitions through business combinations 0 35 0 0 0 35
Commissioning 2.660 0 0 0 -2.660 0
Impairment -97 0 0 0 0 -97
Exchange differences 1 -1 0 0 0 0
Reclassification -22 0 0 0 0 -22
Accumulated amortisation acquired through business combinations 0 -35 0 0 0 -35
Disposals -1.417 0 0 0 0 -1.417
Amortisation disposals 1.417 0 0 0 0 1.417
Amortisation -1.257 -207 -42 -108 0 -1.614
Movements 2.079 6.440 958 5.092 -1.331 13.238
Purchase value 14.575 12.541 1.000 5.200 1.291 34.607
Cumulative depreciation -4.100 -5.983 -42 -108 0 -10.233
Book value as per 30 June 10.475 6.558 958 5.092 1.291 24.374

The disposals and amortisation disposals in 'research and development costs' relates to development assets that are no longer in use following the implementation of the new ERP system.

Goodwill, trademarks and intellectual property recognized during the year arose from business combinations and were recorded based on the purchase price allocations performed as part of the acquisition accounting process.

Investment in ‘intangible fixed assets under construction' relates to the development of a new ERP system. The research phase was completed on 1 July 2022. The development phase started on 1 July 2023 has been extended by 1 year and is expected to continue until May 2027. A specific project organisation was set up for this development and an integration partner and other parties were contracted on a multi-year basis to successfully complete the program. Based on the current estimate, we expect total expenditure on this program to be EUR 21.6 million.

Inherent to the size and complexity of this development program, there is a risk that the development will take longer than planned and/or the costs will deviate from the estimate. There is currently no backlog, and therefore it is realistic to expect that the development programme will be completed by the end of May next year. The scope of the program is unchanged.

On 1 July 2026, the majority of HZPC entities had transitioned to the new ERP system. For the entities that have not yet transitioned, HZPC will assess in due course whether and when they will migrate to the new ERP system.

Depreciation commenced in the 2024 financial year, with an estimated economic life of 10 years. When estimating the economic lifespan, the factors considered included the speed of technical developments, the duration of contracts with software suppliers and the time required to develop a new ERP system.

Management assessed whether there were any indications of impairment of the ERP system components during the financial year. As no such indicators were identified, no impairment test was performed and no impairment losses were recognised. The impairment recognized during the year relates to a reporting tool that did not reach the intended stage of implementation and is no longer used.

An amount of EUR 2.1 million has been included in the investments for the development of the ERP system.

2. Tangible fixed assets

The composition and movement per category for tangible fixed assets for the year 2025/2026 is as follows:

  Company buildings and land Plant and equipment Other fixed operating assets Operating assets under construction Assets not used for business operations Total 2025/2026
Purchase value (pv) 46.143 21.799 3.717 840 3.505 76.004
Cumulative depreciation (cd) -25.831 -18.047 -2.591 0 -2.764 -49.233
Book value as per 1 July 20.312 3.752 1.126 840 741 26.771
Investments 103 916 339 2.244 0 3.602
Additions through business combinations (pv) 1.937 2.588 2.920 0 3 7.448
Commissioning 412 1.387 -15 -1.784 0 0
Investment grants 0 -479 0 0 0 -479
Depreciation grants 0 294 0 0 0 294
Disposals (pv) -117 -1.283 -374 0 -915 -2.689
Depreciation disposals (cd) 117 1.273 358 0 473 2.221
Disposals through deconsolidation (pv) 0 0 0 0 -2.544 -2.544
Accumulated depreciation from disposals through deconsolidation (cd) 0 0 0 0 2.248 2.248
Adjustment hyperinflation (pv) 0 5 99 0 0 104
Adjustment hyperinflation (cd) 0 -1 -59 0 0 -60
Reclassification and exchange differences (pv) -1 985 -1.342 0 -6 -364
Reclassification and exchange differences (cd) -5 -683 1.060 0 3 375
Depreciation -1.010 -1.294 -408 0 0 -2.712
Accumulated depreciation from acquisitions through business combinations -1.303 -1.791 -1.758 0 0 -4.852
Movements 133 1.917 820 460 -738 2.592
Purchase value 48.477 26.397 5.344 1.300 43 81.561
Cumulative depreciation -28.032 -20.728 -3.398 0 -40 -52.198
Book value as per 30 June 20.445 5.669 1.946 1.300 3 29.363

3. Financial fixed assets

The composition and movement of financial fixed assets for the year 2025/2026 is as follows:

  Participating interests Other securities Deferred tax assets Certificates Association HZPC Other receivables Total 2025/2026
             
Book value as per 1 July 2.919 24 2.548 0 1.019 6.510
Investments/increase 0 46 0  1.497  0  1.543 
Results from participating interests 297 0 0 0 1 298
Dividend received 10 0 0 0 0 10
Exchange rate flucuations 0 0 -4 0 0 -4
Reclassifications -24 92 0 0 -68 0
Depreciations 0 0 0 0 -336 -336
Increase due to newly consolidated entities 0 5 0 0 0 5
Other mutations 93 10 -437 0 -32 -368
Movements 376 153 -441  1.497  -435  1.149 
Book value as per 30 June 3.295 176 2.107 1.497 584 7.659

Participating interests

These are participating interests that are not consolidated due to minority interests.

For a summary of the consolidated group companies, refer to the Table of participations (page 52).

Other securities

Other securities comprise securities intended to be held on a long-term basis (EUR 24 thousand) and guarantees provided to suppliers (EUR 152 thousand). The fair value of the various classes of other securities approximates their carrying amount of EUR 176 thousand.

Certificates Association HZPC

Certificates Association HZPC of EUR 1.497 million relates to certificates acquired as part of the Connecting Growers programme. The Board of Association HZPC will decide during the following financial year on the allocation of these certificates. HZPC intends to distribute the certificates to its growers, in line with previous years.

Deferred taxes

This item relates largely to Dutch fiscal entities. Deferred tax assets relate to deductible temporary differences on tangible fixed assets and the provision for bad debts. Outside the Netherlands, this item is limited in scope and consists of two deductible losses.

Of these assets, a limited amount is expected to be realised within one year.

Other receivables

This post includes two interest rate caps to hedge the interest rate risk on working capital financing. The first cap runs until May 2028, has a nominal amount of EUR 15 million, a cap rate of 2%, a present value at 30 June 2026 of EUR 83 thousand and a book value of EUR 64 thousand. The second cap runs until March 2033, has a nominal amount of EUR 15 million, a cap rate of 5%, a present value at 30 June 2026 of EUR 109 thousand and a book value of EUR 338 thousand.

4. Inventories

  30-Jun-26 30-Jun-25
Packaging 2.522 1.210
Work in progress 483 0
Raw materials of planting material 215 106
Biological stock 2.559 1.319
Finished products 1.555 0
  7.334 2.635

Increase in biological stock due to a refined allocation of production costs to minitubers.

Trade and other receivables

5. Trade receivables

  30-Jun-26 30-Jun-25
Amortized cost of outstanding receivables 57.107 59.966
Less: Allowance for doubtful debts -5.332 -8.373
  51.775 51.593

The nominal value of trade receivables is EUR 57.107 thousand. The trade receivables does not include an amount with a remaining term of more than 1 year which are not unforeseen.

6. Taxes, contributions and social insurances

  30-Jun-26 30-Jun-25
Sales tax 16.762 19.827
Corporate income tax 1.162 720
Wage tax 7 0
Other taxes and premiums 5 7
  17.936 20.554

7. Other receivables and accrued assets

  30-Jun-26 30-Jun-25
Licences to be claimed 7.432 7.366
Prepaid expenses 2.574 2.377
Turnover to be invoiced 410 175
Government grants 0 497
Receivable on growers 352 0
Operating result pool 193 665
Transfers in transit 921 0
Prepaid insurance premiums 236 93
Other amounts 796 654
  12.914 11.827

The item ‘operating result pool’ concerns the receivable STET Holland B.V. (2025: HZPC Holland B.V.) have on their growers and is the difference between the direct costs of the seed potatoes grown in pool and the income received in return. The differences are added to the exploitation of the pool in the next financial year.

The other receivables and accrued income contain no amounts with a term longer than 1 year.

8. Cash and cash equivalents

  30-Jun-26 30-Jun-25
Bank account current 38.495 16.818
  38.495 16.818

The full balance is available immediately. No bank guarantees have been issued.

9. Equity

For an explanation of the group equity, refer to the notes on equity in the company financial statement. The share of third parties in the group equity is nil.

10. Provisions

The composition and the movement of the provisions in the 2025/2026 financial year are as follows:

  Provision pensions Provision deferred tax Provision jubilee Total
Book value as per 1 July 203 87 432 722
Addition 34 5 82 121
Additions from acquisitions 0 145 0 145
Exchange differences 0 2 0 2
Other movements 0 20 0 20
Withdrawal 0 0 -41 -41
Book value as per 30 june 237 259 473 969

Provision pensions

The full amount of the pension provision is long-term. The pension provision relates to employees abroad. They have plans that are not comparable to the way in which the Dutch pension system is organised and functions. For these foreign schemes a best estimate of the existing pension liability is made as of the balance sheet date.

Provision deferred taxes

The provision for deferred taxes consists of deductible temporary differences arising from tangible fixed assets in entities outside the Netherlands. Of these amounts, a limited amount is expected to be deductible within one year.

Provision jubilee

The provision jubilee is calculated on the basis of a 4% discount rate and taking the expected turnover in personnel into account. Of the amount, EUR 79 thousand has a term of less than 1 year and EUR 236 thousand has a term of more than 5 years.

Current liabilities

11. Debts to credit institutions

Credit facility

The company entered into a new financing agreement as per 3 December 2025. Participating banks and their proportionate participation are ING Bank N.V. (EUR 46.7 million), Commerzbank A.G. (EUR 36.6 million) and Credit Industriel et Commercial (EUR 26,.7 million). ING Bank N.V. is acting as agent.

The financing agreement consists of a long term loan of EUR 10 million, a revolving current account facility of EUR 30 million and a seasonal facility of EUR 70 million. The seasonal facility is available from 1 October to 31 July. The interest rate is 1-month Euribor plus 1.45%. The financing agreement was concluded for the duration of 3 years with an option to extend twice for 1 year.

The EUR 100 million will help support existing operations and investments for the future, the other 10 million is used for the acquisitions. With respect to the agreement, the following collaterals have been provided in the form of:

First mortgage on the property and a first right of distraint (pledge of accounts receivable) of IPR B.V., HZPC Research B.V., Royal HZPC Group B.V., HZPC Holland B.V., HZPC SBDA B.V., HZPC SBA Europe B.V., ZOS B.V. and STET Holland B.V.

The Group did not comply with the EBITDA covenant under its financing arrangements for the measurement date 30 June 2026. The lenders granted a waiver for this breach and confirmed that no event of default has occurred. Consequently, the financing facilities remain available under their existing terms. The breach was primarily attributable to temporary adverse market conditions, while management expects compliance with the financial covenants in future periods based on current forecasts and improvement measures taken.

Covenants

  • Solvency ratio 22,5%
  • Leverage ratio <4
  • Minimum EBITDA of EUR 12,5 million
  • Assets Cover 70%
  • Turnover Cover 70%
  • EBITDA Cover 70%

Royal HZPC Group B.V. has agreed with its banks on the following definitions of the covenants:
Solvency ratio: Adjusted equity / adjusted total assets
Asset cover: Assets of selected companies / consolidated assets
Revenue cover: Revenue of selected companies / consolidated revenue
EBITDA cover: EBITDA of selected companies / consolidated EBITDA
EBITDA cover: EBITDA ratio
Leverage ratio: Net Debt of selected companies / consolidated EBITDA

The measurement date is June 30 of the financial year.

  Solvency ratio Leverage ratio Assets Cover Turnover Cover EBITDA Cover EBITDA Floor    
For the term > 22,5% <4 > 70% > 70% > 70% 12,5    
                 
30-Jun-2026 26,5% -0,8 78% 76% 89% 10,7    
                 
30-Jun-2025 38,7% 0,8 78% 87% 91% n/a    

12. Taxes, contributions and social insurances

  30-Jun-26 30-Jun-25
Corporate income tax payable 1.199 4.278
VAT payable 608 539
Payroll tax and social insurances 713 1.047
Other taxes and premiums 111 166
  2.631 6.030

Other tax and contributions and social security items contain no amounts with a term longer than one year.

13. Other debts and accrued liabilities

  30-Jun-26 30-Jun-25
Licenses to be paid 1.176 725
Wages and salaries to be paid 1.391 2.501
Pension contributions 834 706
Holiday allowances 2.763 2.628
Product-related costs 5.587 3.969
Grants (in advance) 462 311
Growers 91 0
Operating result pool 1.077 441
Financial leases 281 0
Deferred income 1.116 0
Other amounts 3.355 2.872
  18.133 14.153

The item ‘operating result pool’ concerns the payable HZPC Holland (2025: STET Holland B.V.) have on their growers and is the difference between the direct costs of the seed potatoes grown in pool and the income received in return. The differences are added to the exploitation of the pool in the next financial year.

Other debts and accrued liabilities contain no amounts with a term longer than 1 year.

Financial instruments

In the normal course of business, the company uses financial instruments that expose the company to market, currency, interest rate, credit and liquidity risks. To manage these risks, the company has developed a policy, including the establishment of a system of credit limits and procedures to reduce the risks of unpredictable adverse developments in financial markets and thus the financial performance of the company.

Credit risk

The company incurs credit risk on loans and receivables recorded under financial fixed assets, trade and other receivables and cash. The maximum credit risk facing the company amounted to EUR 122 million.

Exposure to credit risk of the company is primarily determined by the individual characteristics of each customer. In addition, management also considers the demographics of the customer base, including the default risk of the country in which customers operate, as these factors, particularly in the current deteriorating economic conditions, have an influence on the credit risk.

Due to the ongoing instability in the Middle East, credit risk in the region is considered high. The company has taken the following measures to limit credit risk:

  • Safeguards measures such as advance payments, Letters of Credit and bank guarantees are used regularly;
  • Credit limits are actively monitored throughout the season;
  • New deliveries for the new season are rarely permitted until debts from the previous season have been paid.

Currency risk

As a result of its international activities, arising from receivables and debts recorded in the balance sheet, net investments in foreign companies and future transactions, the company is exposed to a currency risk in relation to the Russian Rouble, US Dollars, and Canadian Dollars in particular.

On 30 June 2026 the net exposure was converted into EUR at the spot rate on the balance sheet date as follows:

x 1.000 ASSETS Local Currency Rate VV/€ ASSETS in € LIABILITIES Local Currency LIABILITIES in €
USD 1.478 1,14 1.297 57 50
GBP 7.010 0,86 8.134 3.615 4.195
PLN 21.466 4,30 4.997 17.823 4.149
CAD 5.580 1,62 3.440 4.202 2.591
ARS 1.483.540 1.688,29 879 465.118 275
RUB 494.545 88,85 5.566 134.962 1.519
KES 151.478 147,55 1.027 255.180 1.729
CNY 1.927 7,73 249 6.927 896
Total     25.589   15.405

The company policy is to not take positions to hedge future cash flows or the debts and/or receivables on the balance sheet.

Liquidity risk

The company monitors its liquidity position by means of successive liquidity budgets. Management ensures that sufficient liquidity is available to meet the obligations. The company runs liquidity risks with respect to the interest on the credit facility. Two interest rate caps have been implemented to cover the interest rate risk on the credit facility. The conditions of hedge accounting are fulfilled, whereby the hedge relationship is processed in accordance with the rules of cost price hedge accounting.

The company ensures that there is adequate available credit to cover the expected operational costs, including fulfilling the financial obligations. This takes no account of any effects from extreme conditions that could not reasonably have been foreseen, such as natural disasters. The company also has the following credit facilities:

  • Ongoing facility of EUR 30 million. The interest payable is 1-month Euribor + 1.45%.
  • Seasonal facility of EUR 70 million from 1 October to 30 June of the following year.
  • The interest payable is 1-month Euribor + 1.45%. Long term loan of EUR 10 million, repayable over 5 years starting September 2026, with annual repayments of EUR 2 million.

Interest risk

The company runs interest rate risk on the interest-bearing receivables and debts. A variable interest rate agreement has been agreed on both these receivables and debts, as a result of which the company runs a risk with regard to future cash flows. In order to limit the interest risk on the credit facility, two interest rate caps have been agreed as a mitigating measure.

If the rate were to rise by 1% as of 30 June, with all other variables staying constant, the interest payable on an annual basis would increase by around EUR 500 thousand.

To cover the interest rate risk, a rate cap of 2% on EUR 15 million has been concluded; this runs until 2028 and a second rate cap of 5% on EUR 15 million runs until April 2033.

Off-balance sheet assets and liabilities

Overall liabilities amount to EUR 8.1 million. These include:

  • Operating lease commitments, rental agreements and IT service contracts for an amount of EUR 5.6 million. Of this amount, EUR 2.5 million has a term of less than 1 year. The remainder is an obligation for less than five years. The profit and loss account for financial year 2025-2026 includes EUR 2.6 million for lease and rental costs.
  • The investment commitment under the implementation of an ERP system equates to an amount of EUR 1.0 million. This amount has a full term of less than 1 year.
    The investment commitments under property, plant, and equipment amount to EUR 1.5 million. Of this amount, EUR 700 thousand has a term less than 1 year.
  • Royal HZPC Group B.V. received a positive ruling on an international arbitration case on IP rights in China in 2021/2022. The other party was ordered to pay a significant amount of damages. The ruling is yet to be confirmed by court in China. The other party has also filed a claim for damages. The arbitral proceedings have been completed and the Company is currently awaiting the arbitral award. For this reason, it has not yet been recognised as a receivable and liability in the annual accounts. Although the outcome of these disputes cannot be predicted with certainty, it is assumed – partly on the basis of legal advice received – that it will not have any significant adverse or positive impact on the consolidated position.
  • HZPC operates in various countries, including some with an increased risk of non-compliance with sanctions legislation, fraud and corruption regulations, and anti-money laundering laws. This brings complexity due to the differing and constantly changing (inter)national laws and regulations. As a result, there is a risk that certain transactions and/or payments may unintentionally violate relevant sanctions or anti-money laundering legislation. HZPC has implemented policies and control measures aimed at ensuring that activities are conducted in compliance with applicable sanctions legislation. Compliance is an integral part of our governance and risk management structure and includes, among other things, due diligence processes, internal guidelines, and employee training. However, the inherent risk exists that HZPC may not always have direct control or oversight over all transactions and business relationships, particularly in international contexts. HZPC's internal risk management and control systems are designed to minimize these risks as much as possible. This is guided by a corporate culture in which integrity and compliance are central. Despite these efforts, the complete elimination of compliance risks cannot be guaranteed. Any violation of relevant laws and regulations may have adverse effects on HZPC's operational performance, financial results, cash flows, and reputation. HZPC therefore continues to focus on timely identifying risks, strengthening internal control measures, and promoting a strong compliance culture.

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