5.2 Company financial statements

Balance sheet of Nedap N.V. at 31 December (€ x 1,000)¹

• 1Before result appropriation

Statement of profit or loss of Nedap N.V. (€ x 1,000)

Accounting policies

Pursuant to Article 362(8), Book 2 of the Dutch Civil Code, use is made of the option to use Title 9 of Book 2 of the Dutch Civil Code for the company financial statements and apply the accounting policies of the consolidated financial statements. This ensures reconciliation of consolidated and separate shareholders’ equity.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Please see the notes on the accounting policies for the consolidated financial statements for a description of the accounting policies relating to these standards.

Financial fixed assets include the Nedap group’s subsidiaries and participations where significant influence can be exercised over the commercial and financial policy. Subsidiaries are presented as per the net asset value method, using the accounting policies of the consolidated financial statements.

1. Intangible fixed assets (€ x 1,000)

The majority of the 2023 investment in intangible fixed assets in progress relates to the acquisition of the Medikit software in Q4 2023. Intangible fixed assets in progress and prepayments include a €1,971 (2022: €915) investment relating to intangible fixed assets developed in-house.

To a great extent, the capitalised development costs are for detection and inventory management systems.

2. Tangible fixed assets (€ x 1,000)

*Moulds, dies, measuring and testing equipment, furniture and fittings, computer systems and vehicles.

2. Tangible fixed assets (€ x 1,000)

*Moulds, dies, measuring and testing equipment, furniture and fittings, computer systems and vehicles.

Tangible fixed assets are insured at new-for-old value.

A right of mortgage on immovable property amounting to €18.9 million (€18.9 million in 2022) has been granted as security for bank debts. Liabilities entered into at the end of the financial year were €4.8 million (€1.8 million in 2022). Impairment is explained under ‘Impairment of assets’.

3. Financial fixed assets (€ x 1,000)

On 31 May 2023, Nedap Beveiligingstechniek B.V (NBT), was sold to Solid Systems Group B.V.. This transaction was executed without the realisation of a financial gain on the sale of the shares that Nedap held in NBT.

The result after taxation from N.B.T. up to 31 May 2023 amounted to €81 (2022 up to 31 December: €179).

Dividend payments concern payments from Nedap Iberia S.A.U. (€900) and Nedap Beveiligingstechniek B.V. (€982) to Nedap N.V.

No borrowings were issued to participations in group companies at year-end 2023 (€- in 2022).

4. Inventories (€ x 1,000)

An amount of €2.7 million (€2.5 million in 2022) of inventories has been written down to a lower realisable value. Costs of write-down of inventory, which are recognised in materials and outsourced work, amounted to €1.4 million in 2023 (€0.8 million in 2022).

5. Trade and other receivables (€ x 1,000)

Deferred tax assets and liabilities

6. Cash and cash equivalents (€ x 1,000)

Cash and cash equivalents are available on demand.

7. Shareholders’ equity (€ x 1,000)

Please see the consolidated statement of changes in shareholders’ equity for the ‘statement of changes in shareholders’ equity’.

8. Provisions (€ x 1,000)

The anniversary benefits provision has a predominantly long-term nature. Please refer to the consolidated financial statements for the assumptions.

An amount of €1.0 million (€0.9 million in 2022) of the guarantee provision is of a short-term nature.

9. Non-current liabilities (€ x 1,000)

Borrowings

The financing agreement with the bank for the Standby roll-over loan will expire on 1 April 2026. Security has been provided in the form of a right of mortgage (€18.9 million, not including 40% for interest and costs) and a pledge of fixtures and fittings and trade receivables. The agreement does not contain any covenants. The interest rate is Euribor plus 1.2%.

10. Current liabilities (€ x 1,000)

Bank overdrafts

The maximum overdraft under the facility is €25 million (€25 million in 2022).

Every year, over the period from April to September inclusive, an additional facility of €5 million will be available.

An amount of €0.1 million (€0.1 million in 2022) of other liabilities and accruals and deferred income relates to payables with a term of over 1 year.

Other information

Off-balance sheet rights and commitments

For corporate income tax purposes, Nedap N.V. formed a fiscal entity with Nedap Beveiligingstechniek B.V. up to 31 May 2023 at which time this subsidiary was sold.

All companies are jointly and severally liable for payment of income tax due. The tax positions are settled between the companies through the current account.

A number of subsidiaries depend on Nedap N.V. continuing to make financing available. Nedap N.V. has, therefore, issued Letters of Support for Nedap Asia Ltd. and Nedap Great Britain Ltd., confirming that repayment of the financing will not be claimed within 12 months from the date of signing the financial statements for the year ended 31 December 2023. Furthermore these letters state, amongst others, Nedap N.V.'s intention to provide sufficient funds to ensure that these subsidiaries are able to meet normal trading liabilities as they fall due and and confirms that current transfer pricing agreements will not be terminated within the aforementioned periode of 12 months.

11. Revenue (€ x 1,000)

Software subscriptions (licences) and services consist mainly of subscriptions and maintenance contracts for Healthcare, Retail, Security Management, and Staffing Solutions.

No customer represents sales in excess of 10% of total revenue.

12. Personnel costs (€ x 1,000)

In 2022 pension costs include a refund of pension premiums paid amounting to €-1,464. This concerns Nedap’s share in the profit from premiums paid for life and disability insurance that has meanwhile expired, less claims made on these policies.

The directors' remuneration details are disclosed in Note 15 of the consolidated financial statements.

13. Amortisation (€ x 1,000)

14. Depreciation (€ x 1,000)

15. Other operating costs (€ x 1,000)

The costs of foreign exchange differences recognised in profit or loss amount to €260 (2022: €-11).

Other operating costs includes general, housing, indirect manufacturing and selling costs.

16. Taxation (€ x 1,000)

The change in the domestic tax rate is caused by a tax rate of 19.0% on the first €200 of taxable profit (15.0% on the first €395 of taxable profit in 2022). The net tax rate for the branch outside the Netherlands is higher than the nominal rate in the Netherlands, which leads to an increase in the effective tax rate of 0.1%.

Non-deductible expenditures are largely costs relating to share-based remuneration. Besides a small amount for the Energie/Milieu Investerings Aftrek (EIA/MIA, Energy/ Environmental Investment Tax Credit) (€-1 (€-7 in 2022)), tax incentive schemes consist of benefits ensuing from application of the Innovation Box tax regime (€-2,020 (€-1,604 in 2022)).

Other information

Research and development costs

Government grants relate mainly to tax rebates under the Dutch Research and Development (Promotion) Act (Wbso) on account of R&D activities.

Research and development costs mostly relate to maintaining and further developing current products and services. The remaining costs are for research and development in relation to new products or services.

Such development costs are only capitalised if the applicable IAS 38 criteria are met.

Stichting Medewerkerparticipatie Nedap shareholding

Shares purchased over the period from 2020 to 2023 are still locked up. Of the 217,722 shares held, 86,062 are still in the locked-up period.

The 86,062 locked-up depositary receipts entitle holders to 15,196 bonus depositary receipts (15,597 in 2022). In 2023, 4,844 bonus depositary receipts were awarded (4,978 in 2022), 215 contingent bonus depositary receipts expired (398 in 2022), and 4,658 contingent bonus depositary receipts were awarded (3,905 in 2022), resulting in 15,196 potentially awardable bonus depositary receipts at year-end 2023 (15,597 in 2022). Stichting Medewerkerparticipatie Nedap holds 3.3% of the total issued share capital.

Profit appropriation

Independent external audit fees

This item relates to the total fee for services provided by PricewaterhouseCoopers Accountants N.V.

Financial statements signature

Groenlo, the Netherlands, 21 February 2024

Board of Directors

Mr R. M. Wegman, CEO
Ms D. van der Sluijs, CFO
Mr R. Schuurman, CCO

The Supervisory Board

Mr P. A. M. van Bommel, chairman
Mr J. M. L. van Engelen, vice-chairman
Ms M. Pijnenborg
Mr S. C. Santema
Ms M. A. Scheltema