The composition and movement for intangible fixed assets for the year 2024/2025 is as follows:

The composition and movement for tangible fixed assets for the year 2024/2025 is as follows:

The composition and movement of financial fixed assets for the year 2024/2025 is as follows:

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

The Fries4All B.V. holding has been sold. The loans granted have been repaid and the interest due has been received. The book result has been recognised in the profit and loss account under “result participations”. 

For a summary of the consolidated group companies, refer to the Table of participations (page 70).

Other securities refers to securities that are intended to be held long-term. The market value of the different classes of other securities approximates the carrying value of EUR 24 thousand.

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.

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 2025 of EUR 83 thousand and a book value of EUR 104 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 2025 of EUR 109 thousand and a book value of EUR 388 thousand.

This post also includes capitalized financing costs of the new credit financing which are amortized over 36 months.

Finally, this item includes guarantees provided to suppliers.

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.

The composition and the movement of the provisions in the 2024/2025 financial year are as follows:

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.

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.

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 49 thousand has a term of less than 1 year and EUR 259 thousand has a term of more than 5 years.

Credit facility

The company entered into a new financing agreement as per 6 March 2024. Participating banks and their proportionate participation are ING Bank N.V. (EUR 40 million), Commerzbank A.G. (EUR 30 million) and Credit Industriel et Commercial (EUR 20 million). ING Bank N.V. is acting as agent.

The financing agreement consists of a revolving current account facility of EUR 30 million and a seasonal facility of EUR 60 million. The seasonal facility is available from 1 October to 31 July. The interest rate is 1-month Euribor plus 1.3%. The financing agreement was concluded for the duration of 3 years with an option to extend twice for 1 year.

The EUR 90 million will help support existing operations and investments for the future. 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.

Covenants

Attached to the agreement are the following covenants and cover ratios at Royal HZPC Group B.V. level: 

• Solvency ratio 37,5%
• Leverage ratio <4
• Minimum EBITDA of EUR 10 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
Leverage ratio: Net Debt of selected companies / consolidated EBITDA

The measurement date is June 30 of the financial year.

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.

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 107 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 unrest in the Middle East, the credit risk in this region is 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.

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 2025 the net exposure was converted into EUR at the spot rate on the balance sheet date as follows:

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 + 1.3%.
•  Seasonal facility of EUR 60 million from 1 October to 30 June of the following year. The interest payable is 1-month Euribor + 1.3%.

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 71 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.

Overall liabilities amount to EUR 5.9 million. These include:

• Operating lease commitments and rentals for an amount of EUR 4.7 million. Of this amount, EUR 2.3 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 2024-2025 includes EUR 4.3 million for lease and rental costs.
• The investment commitment under the implementation of an ERP system equates to an amount of EUR 0.5 million. This amount has a full term of less than 1 year.
• The investment commitments under property, plant, and equipment amount to EUR 0.7 million. This amount has a full term of 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, which is still pending before the court. 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.