Annual Report
2025
New Amsterdam Invest
Financial Report 2021
2
New Amsterdam Invest
Financial Report 2021
3
Table of contents
Foreword 4
Management Board Report 5
Our strategy 6
Our investment properties 8
Significant transactions 10
Financial review 12
Significant transactions with related parties 15
Outlook 2026 17
Governance 19
Company structure 20
Management structure 21
Capital structure 22
The Management Board 23
The Supervisory Board 24
Supervisory Board profile 25
Supervisory Board report 27
Remuneration report 31
Corporate Governance 33
Risk management and control 36
Statements from the Management Board 44
Consolidated Financial statements 2025 47
Statement of Consolidated Financial Position 48
Statement of Consolidated Profit or Loss 50
Statement of Consolidated Comprehensive Income 51
Statement of Consolidated Cash Flows 52
Statement of Consolidated Changes in Equity 53
Statement of Consolidated Changes in Equity 54
Notes to the Consolidated Financial Statements 55
Company Financial statements 2025 82
Company Statement of Financial Position 83
Company Statement of Profit or Loss 84
Notes to the Company Financial Statements 85
Other information 90
Appropriation of results 91
Special rights to holders of priority shares 92
Independent auditor’s report 93
Contact Information 103
New Amsterdam Invest
Financial Report 2021
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Foreword
Dear stakeholders,
The financial year 2025 marked another important year for New Amsterdam Invest N.V., during which the
Company continued to develop its activities to deliver on our strategy of stable growth and maintain a
balanced portfolio for value creation to our shareholders.
During the year, we once again were able to pay our shareholders dividend of € 0.45 per share, amounting
to a total distribution of € 2.4 million. At year-end, the total appraised value of the property portfolio
amounted to € 122 million (including € 3.6 million of lease incentives and tenant improvements). These
investments are financed through shareholders’ equity, bank loans of € 58 million and related-party loans
of € 7 million.
The results from group companies have been included and consolidated within the Company’s financial
statements. For the year, net rental income amounted to € 11.9 million resulting in a profit of € 3.9 million
after tax.
The cash position at the balance sheet date was € 13.5 million. This should be viewed in relation to the
€ 11.0 million in two-year loans obtained from investors towards the end of the financial year.
The annual report of New Amsterdam Invest N.V. for the financial year 2025, consists of the Management
Board Report, the Supervisory Board Report, the Remuneration Report, the financial statements and the
accompanying notes and the other information. The annual management report (“bestuursverslag”) within
the meaning of article 2:391 of the Dutch Civil Code (and related Decrees) comprises the sections Foreword,
Management Board Report and Governance (with the exception of the Supervisory Board Report and the
Remuneration Report). The Other Information includes the auditor’s report on the financial statements as
issued by the Company’s external auditor.
Sincerely,
The Management Board of New Amsterdam Invest N.V.
New Amsterdam Invest
Financial Report 2021
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Management Board Report
New Amsterdam Invest
Financial Report 2021
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Our strategy
The strategy of New Amsterdam Invest N.V. (the Company) for long-term value creation is focused on
building a strong and diversified real estate portfolio. The Company believes that the experience of
its Management Board and their strong track record will enable it to execute and accelerate its strategy. It
is the Company’s vision to acquire, design, develop and manage its properties in ways that will enhance the
health of our environment and improve the quality of life for our people, our tenants, our contractors,
shareholders and other stakeholders for now and in the future. As such, this is the Management Board’s
vision for sustainable long-term value creation.
Our values
In delivering our strategy, the Company is guided by the following values:
• Buy and build well: We focus our operational activities on the active management of our tenant base,
and on closely monitoring the relevant real estate markets to ensure we meet the expectations of its
current and future tenants as well as reinforcing the attractiveness of the assets by re-designing,
upgrading and, if possible, utilizing any available (re-)development potential of the assets.
• Live well: Our properties should contribute to a sustainable environment and help improve the life of
our tenants.
• Act well: As an organization we aim to maintain open, honest and active dialogue with our
stakeholders and ensure fair treatment of all stakeholders.
The Company believes that acting in accordance with these values contributes to sustainable long-term
value creation as they are integrally linked to the pillars of our strategy as outlined below.
Objectives to realize growth
In line with our strategy, the company seeks to continuously improve and grow the value and attractiveness
of our assets. The Management Board has identified four main drivers of continued growth which should
help realize this growth:
1. Invest in a diversified portfolio;
2. Improve the use and quality of non-financial information;
3. Invest in a strong tenant line-up, and
4. Optimise the use and occupancy of each property.
These objectives are further detailed below.
1. Invest in a diversified portfolio
The Company believes it is well-positioned to benefit from the anticipated future structural growth in the
commercial real estate market in Europe, the United Kingdom and the United States of America. The average
growth rate resulting from the acquisitions and focused management of the commercial real estate property
and or commercial real estate operating companies is expected to be more than 10% per annum.
2. Improve the use and quality of non-financial information
In realizing our strategy, around how our properties contribute to a sustainable environment and improve
the quality of life of our stakeholders, it is important to improve our insights and gain new insights into the
effects of our properties on these matters. To this end, the Company will seek to improve the use and quality
of non-financial information.
New Amsterdam Invest
Financial Report 2021
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The Corporate Sustainability Reporting Directive (CSRD) is legislation intended to improve the quality of
disclosure on corporate non-financial information to accelerate the transition to a sustainable economy by
2050, and combat greenwashing, by ensuring sustainability data are comparable, relevant, and reliable.
As a listed SME (small- or medium-sized entity), New Amsterdam Invest N.V. does not meet the criteria
applicable to follow up these regulations. Nevertheless, the Management Board of The Company believes it
is aligned with our strategic target. Environmental, Social, and Corporate Governance (ESG) is an
increasingly important factor for real estate companies in the choice of real estate developments and
investment properties.
3. Invest in a strong tenant line-up
We seek to maintain strong relationships with our tenants through active management and seek to align
our goals with those tenants in a sustainable manner. To this end, we will invest in a tenant line-up that
shares our values. The Management Board believes this will not only contribute to retention and profitability
of existing tenants, but will help the Company become a lessor-of-choice for future tenants.
4. Optimise the use and occupancy of each property
Assuming normal macro-economic conditions, normal market circumstances, stable market interest and no
material changes to the current regulatory and tax framework, the Company aims to achieve this objective
through attaining the following:
• Filling in vacancies to increase rental income;
• Redevelopment of real estate properties;
• Optimizing real estate properties to generate a profit and exit; and
• Achieving better Energy Performance Certificates (EPCs) to contribute to sustainability and improve
rentability.
Financial objectives and targets
The Company’s strategy includes a particular focus on optimising and targeting operational activities to
continuously improve the performance of the property assets, resulting in income growth, long-term capital
appreciation for investors, and improving the quality of experience for our staff, tenants, contractors and
stakeholders. This will be achieved by focusing on the active management of its tenant base, closely
monitoring the relevant real estate markets to ensure the facilities meet the expectations of its current and
future tenants and stakeholders, as well as reinforcing the attractiveness of the assets by re-designing,
upgrading and, if possible, utilizing any available development potential of the assets. Such operational and
property management activities are carried out by the operating group companies and their employees,
contractors and agents, as well as outsourced to leading property management companies when required.
Related parties
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a
related party. Also, entities which can control, jointly control or significantly influence the Company are
considered a related party. In addition, the managing directors and members of the supervisory board and
close relatives are regarded as related parties.
When selecting and purchasing investment property, a related party is engaged, if necessary, to execute
the preliminary purchase agreement, make any required down payment, and/or arrange a loan following
the completion of the transaction by New Amsterdam Invest N.V. (the Company).
The related party concerns Van Dam, Van Dam & Verkade B.V, or an affiliated company, all owned and
managed by the members of the Management Board of New Amsterdam Invest N.V..
For significant transactions with related parties, please refer to page 15.
New Amsterdam Invest
Financial Report 2021
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Our investment properties
This section includes an overview of the investment properties that we currently own and operate. In total
the Company owns at 31 December 2025, seven properties. In January 2026, we were able to add an eighth
property to our portfolio. Please see page 10 for more information.
Remington Square, Houston USA
On 1 November 2024, the Group acquired a capital
interest in Interra Remington LLC, including a
commercial property (“Remington”), based in Houston,
Texas USA. The minority capital interest in the
partnership is held by Interra Group.
Remington is a Class A commercial property, consisting
of 3 office buildings with the possibility of a 4th office
building. The total area is approximately 392,000 sq.ft
over 3 buildings of which approximately 302,000sf is
leased to 23 tenants. The property has an occupation
rate of approximately 92%.
The annual rent amounts to $ 6,961k exclusive of VAT. The two largest tenants account for $ 4,193k.The
total rental income is earned from 23 tenants.
Somerset House, Birmingham, UK
Somerset House is located at 37 Temple Street in the center of
Birmingham. The property comprises 50,434 sq.ft of office and
leisure accommodations.
All three current tenants have occupied the premises for several
years with rental contracts expiring only after 7 years. The annual
rent amounts to £ 1,306k exclusive of VAT. Over 60% of rental
income is earned from one tenant who rents the upper floors 1-6 as
office space and part of the basement. The remainder including the
garage comes from three tenants.
Travelodge, Edinburgh, UK
This property located at 43 Craig Millar Park, Cameron Toll,
Edinburgh, EH16 5PD, United Kingdom. The real estate
property is a 115-bedroom hotel fully leased by Travelodge
Hotels Limited.
The property is let for a further 20 years, expiring on 22 April
2045, at an actual rent of £ 884k per annum exclusive of
VAT. It involves a lease contract with an option for the tenant
to extend the lease beyond 2045 by another 25 years. Rent
reviews follow Retail Price Index (RFI) developments
(upwards only rent reviews, every 5 years with the next
review due in April 2030). The rental contract contains an FRI (full repair and insurance) clause, which
means that all utilities and repairs to the site are the responsibility of the tenant.
New Amsterdam Invest
Financial Report 2021
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One Park Ten, Houston, USA
One Park Ten Plaza, owned by Interra One Park Ten LLC, is located
at 16225 Park Ten Place, Houston, Texas 77084 United States of
America. It is a class B (energy labeled) office building located in
Houston's illustrious Park. The building is an 8-story office tower
with 162,919 net rentable sq.ft and an attached 4-story parking
garage with 560 parking bays. The property was built in 1983 and
is surrounded by international and domestic headquarters. The
minority capital interest in the partnership is held by Interra Group.
The number of tenants of One Park Ten Plaza is approximately 28
and the occupation rate is approximately 73%. All lease contracts have different expiration dates, with
renewals from 2026 to 2035. The total annual rental amounts to $ 1,686k.
Blythswood Square, Glasgow, UK
Two-Four Blythswood Square is located at 2-4 Blythswood
Square, Glasgow G2 4AD United Kingdom and comprises 28.665
sq. ft. divided over a lower ground, ground and three upper floors
of a modern refurbished office space set behind a Georgian blonde
sandstone façade. Much attention is paid to safeguard the
character of the 'B listed building' and the surrounding
conservation area. Two-Four is a prestigious office location with a
magnificent view on the last protected green space in the central
business district. The building has an EPC certificate of A (obtained
in March 2023).
The entire building is let on an FRI (full repair and insurance) basis to Chivas Brothers Ltd until 11 November
2034, subject to upward rent reviews every 5 years. The actual rent amounts to £ 675k per annum.
Sutherland House, Glasgow, UK
Sutherland House is located at 149 St Vincent Street,
Glasgow G2 5NW United Kingdom. The property
comprises 39,323 sq.ft of office space and is located
within Glasgow’s Central Business District.
It is multi-let to a high-quality tenant line-up. To
improve the rentability the Company refurbished the
6
th
floor. The total investment amounts approximately
€ 487k. The annual net rental income amounts to £
771k. Approximately 80% of the building is let on an
FRI (full repair and insurance) basis.
New Amsterdam Invest
Financial Report 2021
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Forthstone, Edinburgh, UK
Forthstone is located at 56 South Gyle Crescent, Edinburgh
EH12 9LE, United Kingdom. The property comprises 35,370 sq.
ft of total space and is located in the heart of South Gyle
Business Park.
The Forthstone property is let in its entirety to Motability
Operations Ltd on a full Repairing and Insuring Lease until 7
January 2037. The property was fully refurbished to
exceptional standard in the prior years and provides modern,
Grade A open plan office accommodation divided over three
floors. The total passing rent for the 35,069 sq.ft property is £
734k per annum.
Significant transactions
The key events in 2025 are the preliminary purchase of the Fairfax property in November 2025, with a
settlement date of January 15, 2026, the securing of two-year loans from private investors and a capital
contribution by the Company at the level of Somerset Park B.V. and Somerset Park Holing UK Ltd. For
further details see below.
Fairfax Center, Fort Myers, Florida
On November 7, 2025, MACE Investment V LLC (owned by Mace Capital Trust, a related party of the
Company) entered into a preliminary agreement for purchase and sale with WCP Fairfax LLC for the purchase
of the Fairfax Center office building. This preliminary agreement was entered into on behalf of the Company.
The acquisition was completed by New Amsterdam Invest N.V. on 15 January 2026, based on the terms of
this preliminary agreement. This investment does not impact the financials 2025.
Fairfax Center was built in 1988 and
renovated in 2020. The leasable area is
55,891 sq.ft, of which 1,813 sq.ft is vacant.
The occupancy rate is therefore 97%. The
building consists of three floors and is
leased to ten companies.
The largest tenant, the Internal Revenue
Service, occupies 20,909 sq.ft or 37% of
the total, with a gross rent of $ 667k or
43% of the total. This lease runs until the
end of 2034. The total annual rent of the
property, including service costs, amounts to $ 1,560k.
The total consideration for this acquisition including transaction costs, taxes and agreed tenant
improvements is approximately $ 10,996k. The IRS tenant improvement of $ 1,150k will be due and is
available on request. This investment is provisionally funded with loans obtained from the Company and
from a related party. . The plan is to take out a bank loan in 2026 to finance this property.
New Amsterdam Invest
Financial Report 2021
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The identifiable assets and liabilities of Somerset Fairfax LLC (Fairfax Center) as at the date of the acquisition
are as follows:
(*$1,000)
Assets as at
15 January
2026
Liabilities
as at 15
January
2026
Investment property
9,800
Equity
9
Tenant improvements IRS
1,150
Intercompany loan
8,787
Transaction costs
46
Related party of the Comapny
1,000
Security deposits
-
Tenant improvement allowance
1,150
Other assets
9
Deferred deposits and rent
59
Total assets
11,005
Total liabilities
11,005
Somerset Fairfax LLC is not included in the consolidation for the financial year 2025, as the acquisition was completed only in 2026.
Consequently, the table above reflects the intercompany and related
‑
party loan positions, under consolidated position the inter-
company loan would be eliminated.
Two year loans from private investors
On 30 September 2025 New Amsterdam Invest N.V announced a new financing initiative to support the
acquisition of investment properties. This financing initiative consisted of two parts a loan issue and a share
issue.
The company offered to issue €10 million in loans to all market parties at an annual interest rate of 5% and
a term of two years, with a minimum subscription per party of € 100,000. Interest will be paid annually in
arrears. This two year loan has been subscribed to by 60 investors for a total amount of € 10,970,000.
The Company also planned for an potential shares issue; however, investor interest was limited and
management did not proceed with issuing new shares. No shares were issued during the year, and there
are currently no plans to execute a share issue.
Capital Contribution
In order to strengthen the equity position at Somerset Park Holding UK, the Company’s Management Board
has decided to partially convert both the loan provided by New Amsterdam Invest N.V. to Somerset Park
B.V. and the loan provided by Somerset Park B.V. to Somerset Park Holding UK Ltd into share premium as
of 1 October 2026. This involves a share premium payment of £21,751,707. Furthermore, this portion of
the loan will cease to accrue interest from 1 July 2025.
This capital contribution does not impact the consolidated figures.
New Amsterdam Invest
Financial Report 2021
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Financial review
This section sets out the Management Board’s review of the revenues, expenses and results for the year
2025, the balance sheet as at 31 December 2025 and the cash flows for the year 2025. Please note that
the increase in rental income and expenses is primarily due to the fact that Remington House is included in
the figures for 2.5 months in 2024 (2025 whole financial year).
Analysis of results
The following table sets out the main items in the Company’s consolidated income statement for the financial
years presented for purposes of analysis by the Management Board. Further details of the results are
presented as part of the consolidated financial statements and disclosed in the notes thereto.
(*€1,000)
2025
2024
Net rental income
11,880
7,702
Revaluation investment property
-347
2,787
Legal and professional fees
354
322
Personnel expenses
825
826
Administrative and overhead expenses
649
488
General expenses and other
335
22
Total expenses
2,163
1,658
Operating result
9,371
8,831
Financial income and expense
-4,620
-2,633
Result before tax
4,751
6,198
Income tax
-859
-1,511
Result for the period
3,892
4,687
Net rental income
The net rental income for 2025 includes the income from the seven properties owned by the Company. The
net rental income in 2024 however includes the income from six properties owned by the Company at the
beginning of 2024 and the income of Interra Remington LLC from the date of acquisition in October 2024.
The rent as shown under “investment properties” deviates because it is in local currency and at price level
December 2025.
The breakdown of the net rental income is as follows:
The other rental income and direct expenses for 2025 included in the net rental income relates to a
compensation for the use of office space outside closing hours at Remington Park of € 377k less management
fees property management recharged to tenants of € 518k (previous year € 457k).
(*€1,000)
2025
2024
Remington, Houston (2.5 months in 2024)
5,968
1,350
Somerset House, Birmingham
1,533
1,524
Travelodge, Edinburgh
954
759
One Park Ten, Houston
1,200
2,044
Blythswood Square, Glasgow
795
799
Sutherland House, Glasgow
703
817
Forthstone, Edinburgh
868
866
Total
12,021
8,159
Other income and direct expenses
-141
-457
Total rental income
11,880
7,702
New Amsterdam Invest
Financial Report 2021
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Revaluation of properties
New Amsterdam Invest N.V. adopted the fair value model for its investments properties. Investment
property is initially measured at the purchase price of the property, including the transaction costs.
Transaction costs include legal fees, property transfer tax and other costs that are directly attributable to
the acquisition of the property. Subsequently, Investment property is measured at fair value and cannot be
stated at an amount that exceeds its fair value. Effectively, this means that the transaction costs, and also
the costs of refurbishment, lease commissions, rent free periods and tenant improvements are recognized
in the income statement, instead of capitalized on the balance sheet. That is, if the fair value of a property
is lower than its carrying amount in a given period, the resulting revaluation loss recognised in profit or loss
effectively captures the impact of these costs.
This fair value model results in net revaluation loss for 2025 of € 347k (previous year a gain of € 2,787k.).
The table below shows the movements in the value for each property as at 31 December 2025 resulting in
the revaluation gain or loss as recognised. The fair value has been determined by the Management Board
making use of appraisals by independent third-party valuators.
(*€1,000)
Fair value as at
31 December
2024
Capex
2025
Exchange
differences
Fair value
as at 31
December
2025
Revaluation
gain or loss
2025
Revaluation
gain or loss
2024
Remington
48,111
909
-5,768
43,157
-94
5,325
Somerset House
18,490
-
-946
18,004
460
778
Travelodge
13,907
-
-739
14,634
1,467
1,710
One Park Ten
16,547
232
-1,880
13,289
-1,611
-2,939
Blythswood Square
10,557
-
-523
9,645
-389
-318
Sutherland House
9,190
487
-453
8,325
-899
-1,769
Forthstone
10,738
-
-560
10,898
719
-
Total
127,540
1,627
-10,869
117,951
-347
2,787
The table below presents a comparison between the appraised values based on external valuations and the
carrying values of the investment properties in the financial statements.
(€’000)
31 December
2025
31 December
2024
Appraised value of investment properties (per valuation
report)
121,598
128,466
Less: Lease incentives excluded from the appraised value
(refer to other non-current assets below)
-3,647
-926
Carrying value of the investment properties
117,951
127,540
Operating expenses
The increase of the administrative expenses, general expenses and financial expenses compared to last
year is mainly due to the consolidation of a full year of Remington instead of a period of 2.5 months in 2024.
Income tax
The income tax charge to the amount of € 859k is driven by the recognition of deferred tax liabilities relating
to temporary differences in the valuation of the investment properties less the recognition of deferred tax
assets for all deductible temporary differences. These temporary differences are recognised to the extent
that it is probable that taxable profit will be available against which the deductible temporary difference can
be utilized.
Deferred taxes have been accounted for based on a tax rate 25% in the United Kingdom and 26.5% in the
United States.
New Amsterdam Invest
Financial Report 2021
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Balance sheet analysis
The following table sets out the main items of the Company’s consolidated statement of financial position
for the financial years presented, for purposes of analysis by the Management Board. Further details of the
financial position of the Company are presented as part of the consolidated financial statements and
disclosed in the notes thereto.
31 December 2025
31 December 2024
Assets
(* € 1,000)
(*%)
(* € 1,000)
(*%)
Investment property
117,952
86.6
127,540
94.0
Deferred tax assets
347
0.3
402
0.3
Other non-current assets
3,648
2.6
929
0.7
Cash and equivalents
13,485
9.9
5,097
3.8
Other current assets
821
0.6
1,741
1.3
Total assets
136,253
100
135,709
100
Equity and liabilities
Group equity
51,399
37.7
54,247
40.0
Non-current liabilities
76,317
56.0
69,931
51.5
Current liabilities
8,537
6.3
11,531
8.5
Total equity and liabilities
136,253
100
135,709
100
Investment properties
The investment properties consist of five properties in the United Kingdom and two properties in the United
States of America, held by local group companies, against market value per 31 December 2025. Further
details are provided in the analysis of the results above.
Deferred tax assets
The Company assessed the probability of future taxable incomes as at 31 December 2025 and conclude that
convincing evidence exists to support the recognition of deferred tax assets, on account of the forecasts of
the Company’s investment properties and corresponding forecast of the taxable results.
Cash and cash equivalents
The cash position as at 31 December 2025 of € 13.5 million should be viewed in relation to the € 11.0 million
in two-year loans obtained from investors at the end of the fiscal year 2025. This loan is taken out under
“non current liabilities”. Reference is made to the cash flow analysis below.
Equity
The total equity as at balance sheet date 31 December 2025 amounts to € 51.4 million on a balance sheet
total of € 136.3 million. As a result the Company’s solvency – calculated using the equity ratio as group
equity divided by total assets - amounts to 37.8% (31 December 2024: 40.0%). The decrease is due to the
interim dividends paid in June and December 2025, the exchange results on foreign currency and the
external borrowings obtained.
Non-current liabilities
The borrowings as at 31 December 2025 consist of bank loans in the amount of € 58.3 million (of which €
442k is classified as current), a loan from a related party in the US in the amount of € 6.6 million, and the
two-year loan from private investors. This two-year loan has been subscribed to by 60 investors for a total
amount of € 11 million.
Working capital analysis
The working capital - calculated as current assets including cash and cash equivalents, less current liabilities
- amounts to € 5.8 million (31 December 2024: € -4.3 million). The current ratio – calculated as current
assets including cash and cash equivalents, divided by current liabilities – amounts to 1.68 (31 December
2024: 0.63).
The main reason for this movements is the two year loan, available in cash and posted as non-current
liabilities. The Board of Directors is convinced that the Company is able to meet its short-term obligations.
New Amsterdam Invest
Financial Report 2021
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Cash flow analysis
The following table sets out the main items of the Company’s consolidated cash flow statement for the
financial years presented, for purposes of analysis by the Management Board. Further details of the cash
flows of the Company are presented as part of the consolidated financial statements and disclosed in the
notes thereto.
(*€1,000)
2025
2024
Cash flows from operating activities
4,645
3,124
Cash flows from investing activities
-3,643
-1,339
Cash flows from financing activities
8,069
-2,166
Net movement in cash and cash equivalents
9,071
-381
Impact of exchange differences on cash and cash equivalents
-683
-12
Total movement in cash and cash equivalents
8,388
-393
The cash flow from investing activities 2025 mainly relates to the investment in lease improvements of
Remington, One Park Ten and Sutherland properties. Further details on this are provided in note 1 to the
consolidated financial statements.
This investment can be reconciled to the cash flow statement as follows:
(*€1,000)
2025
Cost of the improvements
3,907
Less: amounts outstanding as payable as at the year end
-265
Cash outflow from investing activities
3,643
The cash flow from financing activities in 2025 mainly relates to the proceeds from the two-year loan
received from third-party investors. These funds were raised to support the acquisition completed in early
2026 of the Fairfax Center. The inflow from this loan was partly offset by the dividends paid to the amount
of € 1,993k to the shareholders and distribution made to the minority shareholders amounting to € 899k.
Significant transactions with related parties
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a
related party. Also, entities which can control, jointly control or significantly influence the Company are
considered a related party. In addition, the managing directors and members of the supervisory board and
close relatives are regarded as related parties.
During the financial year 2025 there were a limited number of related party transactions. These can be
classified as follows:
• Fairfax Center
• Currency exchange transactions
• Hiring of staff
• Remuneration of the Management Board and Supervisory Board
• Office rental since 1 February 2025
Below, further details are provided on each category.
Fairfax Center
The Company acquired Fairfax Center in January 2026, the total consideration for this acquisition
including transaction costs, taxes and agreed tenant improvements is approximately $ 11,005k. This
investment is funded in 2026 with a loan obtained from Somerset Park B.V. at the amount of $ 8,787k
and a related party loan of $ 1,000k. The Company plans to take out a bank loan in 2026 to (re)finance
this property.
New Amsterdam Invest
Financial Report 2021
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Currency exchange transactions
The Company opts to receive cash from and charge group companies in their local currencies, therefore $
and £. As a result, the Company performs spot transactions with some regularity. Generally, these
transactions are carried out with the Company’s house bank.
The most important reason to do so is to avoid bank transaction costs. During 2025 the Company’s
management decided to carry out one spot transaction with a related party for a total notional amount of
$ 1.7 million. The most important reason to do so is to avoid bank transaction costs.
Hiring of staff
New Amsterdam Invest hires an office manager from a related party company owned by the members of
the Management Board. The fee amounts to € 20k excluding VAT, in 2025.
Remuneration of Managing Directors and Supervisory Directors
The remuneration of the Management Board 2025 amounts to € 450k, with social security charges of
€ 52k.
The members of the Management Board do not hold shares or options in New Amsterdam Invest N.V., other
than the promoter shares and the cornerstone shares and cornerstone warrants. The Company has not
issued loans, advances or financial guarantees to members of the Management Board.
The remuneration of the members of the Supervisory Board on a yearly basis amount to € 35k for the
chairman and to € 25k for each other member. Total remuneration of the Supervisory Board amounted to
€ 85k plus € 0,5k travel expenses.
The members of the Supervisory Board do not hold shares or options in New Amsterdam Invest N.V. The
Company has not issued loans, advances or financial guarantees to members of the Supervisory Board.
Shares or options on shares have not been and will not be awarded to members of the Supervisory Board.
Office rental
The Company moved its offices at 1 February 2025 from Herengracht 280, Amsterdam to Herengracht 474,
Amsterdam. The landlord since 1 February 2025 is a related party company owned by the 4 members of
the Management Board of New Amsterdam Invest N.V. The yearly rent including service costs is € 36k.
Financial positions with related parties
The table below details the outstanding receivables from and payables to related parties as at 31 December
2025, as well as the interest charged during 2025.
(*€1,000)
Liability as at
31 December
2025
Interest
expense
2025
Liability as at
31 December
2024
Interest
expense 2024
Loan related party USA
-6,613
-497
-7,412
-119
Current account related party
-885
-
-337
-
The loan related party USA relates to loans received from a related party controlled by the Management
Board. The current account investors relates to the current account with Van Dam, Van Dam & Verkade B.V.,
a private company of the members of the Management Board.
New Amsterdam Invest
Financial Report 2021
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Outlook 2026
The projections in this section are not affected by other extraordinary events that have not been taken into
account in the financial statements The outlook 2026 is based on the operation of the investments properties
owned by the Company including Fairfax Center.
Financial outlook
The net rental income 2026 is expected to be approximately € 13.7 million. The Company expects an
operating result before tax of € 6.8 million. This result does not include valuation differences, transaction
results and or exchange differences. Visually the outlook is demonstrated below.
Investments and financing
The Management Board of the Company continuously seeks opportunities for acquiring investment
properties that fit within the Company’s strategic profile. Should such opportunities arise, the Company
expects to finance such transactions roughly 25% with equity and 75% with borrowings. Within these
contours, available cash and cash equivalents may be applied to the acquisition of an additional investment
property should the opportunity arise, and if new borrowings can be secured.
Personnel
The Company is satisfied with its current operating structure, whereby the Company employs the members
of the Management Board and makes use of external contractors and services provided by related parties.
As such, the Company hires a part time financial director, a part-time business controller, an in-house
property manager in the UK, and a parttime company-secretary. Following this, no major changes are
expected in the field of personnel for 2026.
14
-07
07
-01
06
Net (rental) income '26
Expenses '26
Result before tax '26
Taxation
Result '26
(*€1,000,000)
New Amsterdam Invest
Financial Report 2021
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Cautionary statement on forward-looking information
Certain statements contained in this report are “forward-looking statements”. Such statements may be
identified, among others by:
• the use of forward-looking wording such as “believes”, “expects”, “may”, “anticipates” or similar
expressions;
• discussions of strategy that involve risks and uncertainties;
• discussions of future developments with respect to the business of New Amsterdam Invest N.V.
In addition, from time to time, New Amsterdam Invest N.V., or its representatives, have made or may make
forward- looking statements either orally or in writing.
Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or
oral statements made by or with approval of an authorized executive officer of New Amsterdam Invest N.V.
Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual
results to differ materially from future results expressed or implied in such statements.
Important factors, which could cause actual results to differ materially from the information set forth in any
forward-looking statements include, but are not limited to:
• General economic conditions;
• Performance of financial markets;
• Levels of interest rates;
• Currency exchange rates;
• Changes in laws and regulations;
• Changes in policies of Dutch and foreign governments;
• Competitive factors, on a national and/or global scale;
• The Company’s ability to attract and retain qualified management and personnel;
• The Company’s ability to develop future business plans;
• The Company’s ability to anticipate and react to rapid changes in the market.
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Financial Report 2021
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Governance
New Amsterdam Invest
Financial Report 2021
20
Company structure
New Amsterdam Invest N.V. is incorporated as a public company in the Netherlands under Dutch company
law (“naamloze vennootschap”) with its corporate seat (“statutaire zetel”) in Amsterdam, the Netherlands.
The company was registered with the Trade Register of the Chamber of Commerce under number 82846405
on 19 May 2021, the same day it was incorporated.
Pursuant to article 3 of the articles of association of the Company (“Articles of Association”), the Company’s
objects are to:
• incorporate, conduct the management of, participate in and take any other financial interest in other
companies and/or enterprises and
• borrow and/or lend out moneys, to provide security for, otherwise warrant performance of or bind
itself jointly and severally with or for others, the foregoing whether or not in collaboration with third
parties and inclusive of the performance and promotion of all activities which directly and indirectly
relate to those objects, all this in the broadest sense of the words.
The Company’s subsidiary, Somerset Park B.V., along with management and operating companies in
relevant jurisdictions, forms a group of international companies in the commercial real estate industry. Their
main objectives include running commercial activities such as owning, developing, acquiring, divesting,
maintaining, letting out, and operating commercial real estate, all carried out in their broadest sense.
The structure chart of the Group, including Fairfax Center acquired in January 2026, is as follows:
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Financial Report 2021
21
The Somerset Park Group comprises two intermediate holding companies, one in the UK (Somerset Park
Holding UK Ltd) and one in the US (Somerset Park Holding USA LLC).
The UK intermediate holding company (Somerset Park Holding UK Ltd) directly holds 100% of the shares in
all of the UK trading companies including the UK management company (Somerset Park Property
Management UK Ltd) and the five UK operating companies (Somerset Land and Property Ltd, Glasgow Land
and Property Ltd, Sutherland Land and Property Ltd, Edinburgh Land and Property Ltd and Forthstone Land
and Property Ltd).
The USA intermediate holding company (Somerset Park Holding USA LLC), directly holds 100% of the shares
in the USA management company (SP Property Management USA LLC), 100% of the shares in MACE
Investments II LLC, which in turn owns 71.25% of the class B interests in Interra One Park Ten LLC, being
a USA operating company, and 100% of the shares in MACE Investments III LLC, which in turn owns 70%
of the class B interests in Interra Remington, being the second USA operating company.
Due to a profit sharing waterfall arrangement, the economic ownership and profit-sharing for Interra
Remington differ from this percentage. Please refer to the section ‘Significant transactions’ in this report for
more details on such arrangement. Somerset Fairfax LLC, used to acquire the property Fairfax Center in
January 2026, is a 100% subsidiary of Somerset Park Holding USA LLC, without any minority interest.
Each of the aforementioned operating companies owns and manages one real estate property.
We intend to have the services provided to tenants, including the maintenance of the real estate properties
as well as other management activities, carried out by Somerset Park Management UK Ltd and Somerset
Park Property Management USA LLC.
Management structure
The Company maintains a two-tier board structure consisting of the Management Board and the Supervisory
Board. The Management Board is the statutory executive body (“bestuur”) and is responsible for the
management of the Company’s operations, subject to supervision by the Supervisory Board. The
Management Board’s responsibilities include, among other things, defining and attaining the Company’s
objectives, determining the Company’s strategy and day-to-day management of the Company’s operations.
The Management Board may perform all acts necessary or useful for achieving the Company’s objectives,
except those prohibited by law or by the Articles of Association. In performing their duties, the management
board members are required to be guided by the interests of The Company, which includes the interests of
all business connected with The Company.
The Supervisory Board supervises the conduct and policies of the Management Board and the general course
of affairs of the Company and its business. The Supervisory Board also provides advice to the Management
Board. In performing their duties, the supervisory directors are required to be guided by the interests of the
Company, which includes the interests of the business connected with it.
As the Supervisory Board is composed of three (3) Supervisory Directors, pursuant to the Dutch Corporate
Governance Code, the Supervisory Board is not required to establish an audit committee. On this basis, the
Supervisory Board did not establish an audit committee. However, the Supervisory Board shall follow the
practices and principles that apply to an audit committee, as set out in the rules of procedure of the
Supervisory Board.
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Financial Report 2021
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Capital structure
The Company’s authorized share capital as at 31 December 2025 amounts to € 247k, consisting of
6,185,255 Ordinary Shares with a nominal value of € 0.04 each (unchanged from prior year).
The following table details the Company’s capital structure:
Number of shares
Type of shares
%
31 December 2025
Ordinary Shares issued to investors, admitted listing and
trading
74.6
3,910,250
Ordinary Shares issued to the Promoters (Cornerstone
Investment), admitted to listing and trading
24.0
1,257,789
Promoter shares
1.4
73,653
Priority Shares issued to Sichting Prioriteit New
Amsterdam Invest
0.0
5
100.0
5,241,697
Ordinary Shares owned by the Company (Treasury
Shares)
943,558
Shares in total
6,185,255
Share capital at € 0.04 per share (€ * 1,000)
247
Promoter shares
The Promoter Shares are not admitted to listing and trading on any trading platform. The Promoter Shares
are subject to anti-dilution provisions in accordance with the terms and conditions set out in the Prospectus.
Subject to the terms and conditions set out in this Prospectus, each Promoter Share converts into 3.5
Ordinary Shares (the “Promoter Share Conversion Ratio”), resulting in a conversion into a maximum of
257,787 Ordinary Shares. The conversion is contingent upon a Share Price Hurdle of € 11,50 per share.
Warrants
The Warrants (IPO and BC) automatically and mandatorily convert when both (1) the Business Combination
Completion Date has occurred and (2) the closing price of the Ordinary Shares on Euronext Amsterdam
reaches the Share Price Hurdle being € 11,50 per share, without any further action being required from the
Warrant Holder. The Share Price Hurdle will be met when the share closing price for available shares on
Euronext is at the target price for at least 15 out of 30 consecutive trading days.
The Warrants can be sold on the stock market separately from the Ordinary Shares. The Warrants will be
converted into a number of Ordinary Shares corresponding with the Warrant Conversion Ratio. The
conversion rate amounts to 0.15 or 6.67 Warrants per Ordinary Share. The Company will only adjust the
Share Price Hurdle and, where appropriate, the Warrant Conversion Ratio or, take other appropriate
remedial actions, if dilutive events occur (anti-dilution provisions).
As at 31 December 2025, there were 2,455,125 IPO-warrants and 2,455,125 BC-Warrants outstanding
The Priority Shares
The Priority Shares have been issued to Stichting Prioriteit New Amsterdam Invest (Stichting). Dutch law
recognizes the legitimate interest of a Dutch company to use protective measures if this is in the interest of
the Company. The issuance of Priority Shares to a foundation is a known protective measure in the
Netherlands.
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Financial Report 2021
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The Management Board
Aren van Dam
CEO & Managing Director
Mr. van Dam has more than 25 years of experience as an executive
director in international commercial real estate. He is director of Van Dam,
Van Dam & Verkade, since its founding in 1998. He is a former member
of the Supervisory Board of Stichting De Nieuwe Poort.
In his position as chairman of the Managing Board of the Company he
also focuses on financial analyses.
Cor Verkade
Managing Director
Mr. Verkade has extensive experience as an entrepreneur, including
more than 25 years in commercial real estate. He is the director of Van
Dam, Van Dam & Verkade, since its founding in 1998. Next to this he is
treasurer of “Vastgoed Belang”, the Dutch Association of private
landlords and chairman of one of the six regions.
As managing director of New Amsterdam Invest, my primary focus is on
raising the necessary financing and customer management.
A.J. Moshe van Dam
Managing Director
Mr. Van Dam is an experienced investor in commercial real estate and
director of Van Dam, Van Dam & Verkade since its founding in 1998.
Previously active as an entrepreneur in Germany. Additionally, he is a
member of the Supervisory Board of the Aleh Israel Foundation.
The main areas of focus as a managing director of New Amsterdam Invest
are negotiating and concluding transactions.
Elisha S. Evers
Managing Director
Mr. Evers has more than 20 years of experience in the international real
estate sector. Has been working with Van Dam, Van Dam & Verkade
since 2005. Additionally, he is a member of the Board of Kehillas Yaacov
Foundation and the Salomon Foundation.
With a strong network of local and international real estate dealers and
financial institutions in the Netherlands, Germany, the UK and the US,
he leads the financing and deal selection of New Amsterdam Invest in
order to realize the best financial strategy.
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Financial Report 2021
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The Supervisory Board
Mr. Jan Louis Burggraaf
Chairman
Mr. Jan Louis Burggraaf currently acts as senior M&A advisor with
Burggraaf & Hoekstra. Mr. Burggraaf is a former partner with one of the
leading law firm of the world. He has more than 30 years of experience in
domestic and international mergers and acquisitions, including public
offers. He received multiple awards: for best dealmaker in 2008 and 2015,
best M&A lawyer in 2004, 2005, 2006, 2007, 2009, 2010, 2011, 2012 and
a lifetime achievement award in 2017 for best M&A lawyer of the
Netherlands.
He worked both in Amsterdam and New York. Mr. Burggraaf graduated
from the University of Utrecht in Dutch law and International Law (cum laude). He also studied at the London
School of Economics, at the University of Edinburgh and at Harvard Law School. Mr. Burggraaf is currently
member of the Supervisory Board Salta Group, member of the Supervisory Board Alda Holding, non-
executive member of the Board of DPG, member of the Board and treasurer of the American Europe
Community Association (AECA) and member of the Board and member of Netherland-America Foundation
(NAF).
Mr. Paul Steman
Vice Chairman
Mr. Paul Steman RA is a certified public auditor, acts currently as
Supervisor, advisor/consultant and is active in education. He had a career
in accountancy with Mazars, a mid-tier audit and advisory firm, for 30
years. During this career, he was active in the real estate practice (audit,
transaction services) and later in the practice of large, international and
listed companies. He also was member and chairman of the Management
Board of Mazars in the Netherlands and member of the IFRS specialists
team. After his graduation as certified public auditor
(Registeraccountant), Mr. Steman became a part-time teacher and
examinator at the University of Amsterdam. Mr. Steman was a member
and chairman of the Executive Board of Mazars Holding N.V. and Mazars Accountants N.V. Besides a number
of advisory/ consulting projects, until April 2023 he was chairman of the Supervisory Board of Ziekenhuis
Amstelland. He was also a member of the board of directors of Stichting Fonds SZA/CIZ.
Mr. Elbert Dijkgraaf
Supervisory Director
Prof. Elbert Dijkgraaf acted until September 1 as a professor of Empirical
Economics in the Public Sector at the Erasmus School of Economics
(Erasmus University Rotterdam). He also acts as an independent strategic
advisor in local and national committees, as a project researcher and in
boards. Prof. Dijkgraaf had a career at the Erasmus University Rotterdam
and eight years in Parliament.
In Parliament he was spokesman for the committees of Economic Affairs,
Finance, Social Affairs, Infrastructure, Defence and Education. He is a
member of the Supervisory Board of BrandMR. He is chairman of the
Supervisory Board of Lelie Zorggroep, De Vries and Verburg and Wageningen University . Further he is
member of the advisory board of Van Westreenen. And he is Chief Executive Advisor of Noaber. His research
encompasses also the real estate market.
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Financial Report 2021
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Supervisory Board profile
Responsibilities
The management of the Company is entrusted to the board of managing directors (the "Management
Board") under the supervision of the Supervisory Board. Pursuant to the rules of procedure of the
Supervisory Board adopted by the Supervisory Board, the Supervisory Board shall:
(i) supervise the policy of the Management Board and the general course of affairs of the Company and
the business associated with it, and
(ii) assist the Management Board with advice
In the performance of their duty, the Supervisory Board members are guided by the interests of the
Company and take into account the relevant interests of all of the Company’s stakeholders. The Supervisory
Board has due regard for the corporate social responsibility issues that are relevant to the Company. The
Supervisory Board is responsible for the quality of its own performance.
Desired expertise
The composition of the Supervisory Board shall be such that the combined knowledge, abilities, expertise,
relevant experience and independence of the supervisory directors enables the Supervisory Board to best
carry out the variety of its responsibilities and duties to the Company and others involved in the Company,
consistent with applicable laws and regulations.
At least one (1) member of the Supervisory Board must have specific knowledge of and experience in the
real estate sector and at least one (1) member must be a financial expert with relevant knowledge and
experience of financial administration and accounting for listed companies or other large entities. Detailed
requirements on expertise and qualifications are set out in the more detailed Supervisory Board profile as
published on our website.
Desired diverse composition
Our diversity policy for the Management Board and the Supervisory Board is disclosed in the Supervisory
Board Report. The objective of our policy with respect to the composition of the Supervisory Board is to
ensure a composition in each area that is relevant to the Company. When nominating a candidate for
appointment or reappointment as supervisory director, the qualifications of the candidate, as well as the
requirements for the position to be filled, shall prevail. In addition, we have a target that at least one third
of our Supervisory Board should consist of women (corresponding to at least 1 woman given the current
size of our Supervisory Board), in line with legal requirements as set out in the Act on gender diversity in
the board of Dutch companies (“Wet inzake evenwichtige man-vrouw verhouding in de top van het
bedrijfsleven”).
Size
The Supervisory Board shall consist of at least three (3) supervisory directors. The number of supervisory
directors shall be determined by the Supervisory Board.
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Financial Report 2021
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Independence
Under Dutch law, the Supervisory Board must be independent of the Management Board. This means that
supervisory directors can neither be managing directors nor employees of the Company.
Each supervisory director must be able to act critically and independently of the other supervisory directors
and the Management Board. The criteria that are applied to determine the independence of supervisory
directors also concerned his/her spouse, registered partner or other life companion, foster child or relative
by blood or marriage up to the second degree, and are as follows:
• Has not been an employee or member of the Management Board of the Company or an affiliated
company in the five years prior to their appointment as supervisory director;
• Does not receive personal financial compensation from the Company, or an affiliated company, other
than the compensation received for the work performed as a supervisory director and in so far as this
is not keeping with the ordinary business operations;
• Did not have an important business relationship with the Company or an affiliated company in the year
prior to the appointment;
• Is not a member of the management board of a company in which a member of the Management Board
is a supervisory director;
• Does not hold ten per cent or more of the shares in the Company’s capital (including shares held by
natural or legal persons that cooperate with the individual concerned under an express, tacit, oral or
written agreement);
• Is not a member of the management board or supervisory board, or a representative in some other
way, of a legal entity which holds at least ten per cent of the shares in the Company’s capital, unless
such entity is a member of the same group as the Company;
• Has not temporarily managed the Company during the previous twelve months due to vacant seats on
the Management Board, or because Management Board members were unable to perform their duties.
In addition, the chairman of the Supervisory Board shall not be a former member of the Management Board
of the Company and shall not meet any of the above criteria.
The Supervisory Board as a whole shall be considered independent if no more than one member meets any
of the criteria listed above. Given the required size of the Supervisory Board this would also mean that any
of these criteria apply to less than half of the total number of its members. In addition, for each shareholder,
or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the
Company, there shall be at most one Supervisory Board member who can be considered to be affiliated with
or representing them.
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Financial Report 2021
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Supervisory Board report
General
The Supervisory Board’s main responsibility is to supervise the policy of the Management Board, the general
course of affairs of the Company and the business associated with it. The Supervisory Board provides advice
to the Management Board and assists the Management Board in its development and refinement of the
Company’s strategy. Furthermore, it supervises the manner in which the Management Board implements
the strategy. This is done through substantive discussions during regular meetings with both boards as well
as frequent contact between members of the boards outside of the regular meetings. Both boards maintain
an independent but close relationship.
Current composition
As at the date of this Annual Report, the Supervisory Board is composed of the following Supervisory
Directors:
Name
Age
Nationality
Position
Date of Re-
appointment
Term
Mr. Jan Louis Burggraaf
62
Dutch
Chairman
6 June 2025
4 years
Mr. Paul Steman
61
Dutch
Vice Chairman
6 June 2025
4 years
Mr. Elbert Dijkgraaf
56
Dutch
Supervisory Director
6 June 2025
4 years
All members of the Supervisory Board are independent from the Company and from each other. The
Supervisory Board as a whole is independent.
Diversity policy and objectives
The Company has a diversity policy that has been established pursuant to best practice provision 2.1.5 of
the Dutch Corporate Governance Code. The diversity policy applies to the Management Board and the
Supervisory Board. The Company recognizes the importance of diversity within the composition of the
Management Board and the Supervisory Board. The Company believes that a diverse composition
contributes to balanced decision-making and the proper functioning of the Management Board and the
Supervisory Board. The Supervisory Board values and promotes diversity in the Management Board and the
Supervisory Board, and also in the Company as a whole. The Supervisory Board recognizes that differences
in characteristics of people are important and enables both the Management Board and the Supervisory
Board as well as the Company as a whole to look at issues and to solve problems in a different way, to
respond differently to challenges and to take more robust decisions.
A great mix of skills and experience of the Management Board and the Supervisory Board is of significant
importance in order to improve effectiveness, drive innovation and accelerate growth. Therefore, there will
be an emphasis based on merit when nominating candidates for the Management Board and the Supervisory
Board. However, within the aforementioned scope, the following diversity aspects, amongst others, have
been identified as relevant to the Company (in no particular order): a. nationality/race/ethnicity; b. gender;
c. age; d. education; and e. work experience.
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The Company presently only has a diversity target for the male/female ratio for the Supervisory Board, as
outlined in the Supervisory Board Profile. When selecting the Managing Directors and Supervisory Directors,
the available persons that meet the requirements of skill, expertise and affiliation for a position on the
Management Board and Supervisory Board at that moment happened to be all male. The Company keeps
striving to have a diverse Management Board and Supervisory Board and will follow the requirements as set
out in the applicable legislation.
The Supervisory Board commits itself to diversity, when selecting new candidates for the Management Board
and the Supervisory Board also in accordance with the Act on gender diversity in the board of Dutch
companies (“Wet inzake evenwichtige man-vrouw verhouding in de top van het bedrijfsleven”). At the same
time, the Supervisory Board aims to retain the balance in the requisite expertise, experience and diversity.
The Company’s objectives are to further address the gender diversity if a vacancy arises.
Meetings and attendance in 2025
The Supervisory Board held six regular meetings in 2025. Except for one meeting, all Supervisory Directors
attended all the meetings. All such meetings were also attended by the Managing Directors except for one
meeting which was held without the members of the Management Board, such as the meeting where the
Supervisory Board discussed its own functioning, and the functioning of the Management Board. Next to
these meetings, the Supervisory Board and Management Board held one informal meeting, during which
they discussed the strategy of the Company.
The main topics discussed during the meetings with the Management Board were:
• investment properties as offered to the Company;
• operational results and main developments within the investment portfolio including the tenants;
• assessment of main risks and follow up corporate governance code;
• annual report 2024 and the auditor’s report including the findings and recommendations regarding the
audit 2024 in presence of the external auditor;
• evaluation of the external audit 2024 including the evaluation of the external auditor;
• interim report 2025 and the Q3 2025 results;
• functioning of the Management Board and the supporting staff;
• audit plan 2025 in presence of the external auditor;
• Company’s strategy; market opportunities, possible funding, dividend;
• Purchase of Fairfax Center;
• code of conduct, insiders list and other governance documents.
The Supervisory Board has not installed standing committee’s as this is not required under Dutch law or the
Dutch Corporate Governance Code based on the current size of the Supervisory Board. If, in the future, the
Supervisory Board would consist of more than four members, it should, in addition to an audit committee,
appoint from among its Supervisory Directors a remuneration committee and a selection and appointment
committee to remain in compliance with the Dutch Corporate Governance Code.
No Audit Committee
As the Supervisory Board is composed of three Supervisory Directors, it is not required by the Dutch
Corporate Governance Code, to establish an audit committee. Therefore, the Supervisory Board has not yet
established an audit committee. However, the Supervisory Board shall, in accordance with the Dutch
Corporate Governance Code, apply the practices and principles that apply to an Audit Committee that are
set out in the rules of procedure of the Supervisory Board as made available on the Company’s website.
The duties of Supervisory Board include:
• monitoring the financial-accounting process and preparation of proposal to safeguard the integrity of the
process;
• monitoring of the efficiency of the internal management system, and the risk management system with
respect to financial reporting;
• monitoring of the statutory audit of the financial statements, and in particular the process of such audit
(taking into account the review of the Dutch Authority for the Financial Markets (‘Autoriteit Financiële
Markten’) in accordance with section 26 Audit Regulation);
• the review and monitoring of the independence of the external auditor, within the meaning of article 1,
paragraph 1, point f Supervision audit firms Act (‘Wet toezicht accountantsorganisaties’) (Wta)
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Financial Report 2021
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• or the accountants organization or audit organization as referred to in article 1 paragraph 1, point a and
c Wta, with a special focus on other services provided to the Company by the firm of the external
auditor;
• adoption of the procedure for the selection of the external auditor or audit firm and the nomination for
the appointment of the external auditor with respect to the statutory audit of the annual accounts in
accordance with section 16 Audit Regulation, if applicable;
• monitoring of the compliance with the external auditor’s recommendations; and
• monitoring the investments and the funding of the Company.
Internal audit function
The Company does not have an internal audit function. The need for an internal audit function is assessed
on a yearly basis by the Supervisory Board as required by the Dutch Corporate Governance Code. The
Supervisory Board concluded that an internal audit function is not necessarily due to the present size of the
Company. As a mitigating measure, the Supervisor Directors will remain closely involved with all significant
transactions entered into by the Company. The Supervisory Board supports the expansion of Company’s
staff.
External auditor
The Management Board and the Supervisory Board have each evaluated the activities performed for the
Company by BDO Audit & Assurance B.V. It is apparent that BDO Audit & Assurance B.V. is capable of
forming an independent judgment concerning all matters that fall within the scope of its auditing task; there
is a good balance between the effectiveness and efficiency of their actions, for example in relation to auditing
costs, risk management and reliability.
Functioning of the Supervisory Board and the Management Board (evaluation
of accountability)
The Supervisory Board discussed, in the absence of the Management Board, its own functioning. This
evaluation was performed by the Chairman of the Supervisory Board, by means of a structured agenda.
Further, outside the presence of the Management Board, the Supervisory Board evaluated both the
functioning of the Management Board as a whole and that of the individual Management Board members,
and discuss the conclusions, such also in light of the succession of the members of the Management Board.
The Management Board also discuss and addresses items such as: team effectiveness, interaction,
transparency, composition and profile, competences, effectiveness of individual members, quality of
information and the relationship with the Management Board.
Given the various backgrounds and expertise of the Supervisory Directors and the Managing Directors, each
such Director has an own responsibility to train and educate himself on such topics as may be required.
The Supervisory Board concludes that during 2025, the Management Board and Supervisory Board have
functioned as intended.
Remuneration Management Board and Supervisory Board
We refer to the chapter “Remuneration Report” as included in this annual report.
Shareholdings of Managing Directors and Supervisory Directors
The Managing Directors, Mr. Aren van Dam, Mr. Moshe van Dam, Mr. Elisha Evers and Mr. Cor Verkade hold
financial instruments in the Company. Each of them holds, indirectly through NAIP Holding B.V.,
approximately 18,413 Promoter Shares, 314,447 Ordinary Shares, 125,000 IPO Warrants and 125,000 BC
Warrants (acquired as part of the Cornerstone Investment).
NAIP Holding B.V. is controlled by the personal holdings of the members of the Management Board. The
members of the Supervisory Board do not hold financial instruments in the Company.
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Financial statements and auditor’s opinion
The financial statements included in this annual report have been audited and BDO Audit & Assurance B.V.
has issued an unqualified opinion on these financial statements. The financial statements were extensively
discussed with the Supervisory Board, in the presence of the external auditor, and the Management Board.
The Supervisory Board is of the opinion that the financial statements meet all requirements for transparency
and correctness. Therefore, the Supervisory Board recommends that the General Meeting of Shareholders
adopts the financial statements and the appropriation of the result.
Result appropriation
New Amsterdam Invest N.V. realized a profit in 2025 of € 3,892k of which € 2,446k is attributable to the
shareholders of New Amsterdam Invest N.V. The proposal to the General Meeting of Shareholders is to
declare a dividend of € 2,358,764, which is equal to the interim dividend paid out in 2025. Each of the
members of the Supervisory Board have signed the financial statements to comply with their statutory
obligation pursuant to article 2:101, paragraph 2, of the Dutch Civil Code.
Outlook
The Supervisory Board wishes to thank the Management Board and the contractors of the Group for their
continued dedication and commitment. The Supervisory Board continues to advise and support the
Management Board in the manner in which the strategy is implemented.
Amsterdam, 20 April 2026
The Supervisory Board,
Mr. Jan Louis Burggraaf
Mr. Paul Steman
Mr. Elbert Dijkgraaf
New Amsterdam Invest
Financial Report 2021
31
Remuneration report
General
In this Remuneration Report, the Supervisory Board provides a comprehensive overview, in accordance
with article 2:135b of the Dutch Civil Code, of the remuneration paid and owed to the individual members
of the Board of Management and the Supervisory Board respectively in the financial year 2025. The report
will also be published as a stand-alone document on the Company’s website after the 2026 Annual General
Meeting of Shareholders.
Advisory vote at the Annual General Meeting
At the annual general meeting 6 June 2025, the shareholders cast an advisory vote on the Remuneration
Report 2024. The results of this non-binding vote were as follows:
Number
%
For
1,705,408
98.84
Against
-
-
Abstain
20,000
1.16
Total
1,725,408
100.00
Remuneration of the Management Board
Gross salary
The Managing Directors were not entitled to any cash remuneration or compensation prior to completion of
a Business Combination except for reasonable out of pocket expenses.
At the shareholders meeting 2 June 2023 the remuneration of the members of the Management Board was
agreed. The remuneration is consistent with the policy available on the Company’s website and contributes
to the Company’s identity, strategy, long- term interests and sustainability since:
(i) The Policy is designed to take into account the Company's vision, mission and values through
incentives linked to growth of the Company providing for the resources to remain and expand as a
leading real estate company.
(ii) The fixed remuneration of the Managing Directors is compared against similar other companies of
comparable size, complexity and scope and is deemed low. The Managing Directors primarily focused
on the interest of all stakeholders.
(iii) The Policy aims to attract, retain and reward highly qualified Managing Directors with the required
background, skills and experience to implement the long-term strategy of the Company and to deliver
sustainable performance in line with the strategy, purpose and values of the Company.
(iv) The members of the Management Board will not receive any variable remuneration such as (rights to)
shares except for the Promoter Shares, IPO warrants and BC warrants. Absent any variable
remuneration, no scenario analysis has been taken into account. There is no employee share option
scheme in place and there is no reduction or claw back of the remuneration.
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Financial Report 2021
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The members of the Management Board of New Amsterdam Invest N.V. have also been appointed as the
Management Board of all subsidiaries, without any additional remuneration. The remuneration as charged
to the results is as follows (€*1):
Name
2025
2024
Mr. Aren van Dam
149,988
149,988
Mr. Moshe van Dam
100,000
100,000
Mr. Elisha Evers
100,000
100,000
Mr. Cor Verkade
100,000
100,000
Next to the gross salary of the members of the Management Board, the Company paid social security
charges to the amount of € 51,710 (2024: € 59,852). In the opinion of the Supervisory Board the
remuneration is in line with market practice for small to medium sized (real estate) companies. The
Management Board members have entered into employment with the Company upon realization of the
Business Combination. There are no severance arrangements between the members of the Management
Board and the Company. The Company shall not grant loans, advance payments or guarantees to the
Management Board members.
No remuneration committee
Since the Supervisory Board is composed of less than four (4) Supervisory Directors, there is no
remuneration committee installed by the Supervisory Board.
Remuneration of the Supervisor Directors
From the Company’s perspective, it should especially be in the Supervisor Directors’ interest to focus on
the Company’s sustainable and long-term successful development. Regardless of their remuneration, all
Supervisory Directors are entitled to reimbursement for their travel expenses. The Supervisory Directors do
not receive variable remuneration but only fixed remuneration.
The remuneration of the Supervisory Directors on a yearly basis amounts to € 35,000 for the chairman and
to € 25,000 for each member, excluding travel expenses. In addition, the remuneration of the Supervisory
Directors is consistent with the policy available on the Company’s website and contributes to the Company’s
identity, strategy, long-term interests and sustainability. The members of the Supervisory Board do not hold
shares, warrants or options in New Amsterdam Invest N.V. The Company has not issued loans, advances
or financial guarantees to members of the Supervisory Board.
Remuneration for the Financial Director (not being Statutory Director)
The Company entered into a service agreement with the financial director, and more recently a business
controller and a Company secretary on an interim basis. The compensation for these key employees (hours
against a fixed rate) is consistent with and supportive of the strategy and long-term interests of the
Company.
Pay ratio
Based on best practice provision 3.4.1 of the Dutch Corporate Governance Code, the Company shall disclose
the pay ratio, being the ratio between the annual remuneration of the CEO (including all remuneration
components such as fixed and variable remuneration as well as share-based payments) and the average
annual remuneration of employees of the Company and its subsidiaries.
The Pay ratio has not been determined, since the Company does not have a reference group on the basis
of which to calculate the pay ratio. This is due to the fact that the Company does not have employees other
than the members of the Management Board, since all other duties are performed by contractors. The pay
ratio of the remuneration of the CEO and the remuneration of the other managing directors can be derived
from the disclosure of remuneration per director as noted above, though we consider this does not result
in useful information given the background of the requirement in the Dutch Corporate Governance Code.
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Corporate Governance
As a Dutch Company with a registered office in the Netherlands, whose shares are admitted to listing and
trading on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the Company
falls within the scope of the Dutch Corporate Governance Code. This framework incorporates the principles
and best practice provisions outlined in the Dutch Corporate Governance Code, most recently updated on 20
March 2025 (the ”Code”). The Company is required to disclose in its Annual Report to what extent the
Company complies with the principles and best practices of the Dutch Corporate Governance Code, and
where it does not. If the Company does not comply with certain principles and/or best practices it must
explain why it deviates from the Dutch Corporate Governance Code.
Culture
The Management Board aims to maintain a culture of ethical behavior and integrity by setting the tone at
the top. This contributes to avoiding unnecessary risks and the overall effectiveness of the Company's risk
management and control system. This is done by, for example:
• Leading by example and acting in accordance with our Company values;
• Maintaining relevant policies and ensuring awareness of these policies among staff;
• Having clear practices and procedures with respect to corporate governance.
Composition, appointment and dismissal of the Management Board and
Supervisory Board
The Management Board shall be composed of one or more managing directors. The number of managing
directors shall be four (4) unless otherwise determined and approved by the Supervisory Board. The
members of the Management Board shall be appointed by the annual general meeting (“AGM”) from a
binding nomination for each vacancy, which nomination shall be drawn up by the Supervisory Board, with
due observance of article 2:133 of the Dutch Civil Code (DCC). Members of the Management Board may be
suspended or dismissed at any time by the AGM.
The Supervisory Board shall consist of at least three members. Supervisory Directors shall be appointed by
the AGM from a binding nomination for each vacancy, which shall be drawn up by the meeting of holders
of priority shares, with due observance of article 2:142 paragraph 2 and article 2:133 paragraph 1 and
paragraph 2 of the Dutch Civil Code. If the meeting of holders of priority shares fails to exercise its right to
draw up a binding nomination or fails to do so in time, the AGM shall be free in its choice of appointee.
Members of the Supervisory Board may be suspended or dismissed at any time by the AGM.
Diversity
The policy and related objectives for a diverse composition of the Management Board and Supervisory
Board are disclosed in the Report of the Supervisory Board.
Shareholders
Responsible corporate governance requires the participation of shareholders in the decision-making in the
AGM. The Company attaches great value to its shareholder relations. In line with relevant laws and
regulations, the Company provides all shareholders and other parties in the financial markets with equal
and simultaneous information about matters that could have a significant influence on the price of the
Company’s listed securities, taking into account possible exemptions permitted by those laws and
regulations.
At least once a year an AGM is convened by a notice on the Company’s website, announcing the meeting
date and place, the registration date, the agenda of the meeting and the procedure for attendance.
Resolutions are passed by a simple majority of the votes cast, unless Dutch law or the Articles of Association
require a larger majority.
Amongst other things the AGM decides on the adoption of the financial statements, the appropriation of the
results, the (re)appointment, discharge and remuneration of the Supervisory Board, appointment and
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discharge of the Management Board, material changes to the Remuneration Policy and the appointment of
the external independent auditor.
The next Annual General Meeting is expected to be held on 5 June 2026. The voting results and the draft
minutes of that AGM will be published on the Company’s website within three months.
Conflicts of interest
The main objective of New Amsterdam Invest N.V. is to operate as an operating company in the commercial
real estate sector as well with principal operations in the same areas. The Managing Directors of New
Amsterdam Invest N.V., own all placed and fully paid-up shares of an other (private) real estate company.
Therefore, there is a risk of a conflict of interest exists. The Management Board is not only fully aware of
this risk but is also strictly monitored on this potential risk by the Supervisory Board, in order to prevent
that the Managing Directors (indirectly) enter into competition with the Company.
Deviations
This section sets out the deviations from the Dutch Corporate Governance Code and explains why the
Company has deviated from them.
Best practice provision 1.1.5: Stakeholder dialogue
The Company has to establish a policy for an effective dialogue with stakeholders and publish this on its
website. The Company intends to prepare this.
Best practice provision 1.3: Internal audit function
Because of the limited size of the Company and the limited number of transactions, the Management Board,
in consultation with the Supervisory Board, did not set up an internal audit function nor appointed an
internal auditor. As a mitigating measure, the Supervisory Board will remain closely involved with all
significant transactions entered into by the Company.
Disclosures pursuant Decree Article 10 Takeover directive
As required by the Decree Article 10 Takeover Directive, the following disclosures are provided insofar as
they are not included elsewhere in this annual report:
Capital structure
Reference is made to the section “capital structure” in this report.
Restrictions on the transfer of securities
Other than the Priority Shares that have been issued to the Stichting, the Company does not have any anti-
takeover measures in place and does not intend to do so. For further details we refer to the paragraph
“capital structure” in this Report.
The Company, the Promoters, together with relevant entities affiliated to the Promoters that are a party to
the Shareholders’ Agreement and their jointly owned holding company New Amsterdam Invest Participaties
B.V. (“NAIP Holding”), have entered into a shareholders’ agreement (the shareholders’ agreement). The
shareholders’ agreement governs the relationship between: (i) the Promoters and NAIP Holding (being the
direct shareholder in the Company); and (ii) the Promoters and the Company. This with a view to govern
the Promoters’ respective capacities as direct shareholders of NAIP Holding and as indirect shareholders of
the Company.
Pursuant to the Shareholder’s Agreement, NAIP Holding will be bound by a lock-up agreement vis-à-vis the
Company with respect to the Ordinary Shares obtained by it as a result of converting the Promoter Shares
for a period from the date of the conversion until six (6) months thereafter. The Promoters have furthermore
agreed in the Shareholders’ Agreement to contractually restrict their right to transfer their shares in NAIP
Holding, which restrictions can only be waived in exceptional circumstances.
New Amsterdam Invest
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Significant direct and indirect shareholdings
As of the date of this report the Company is not familiar with significant direct and indirect shareholdings
within the meaning of Chapter 5.3 of the WFT, other than the shareholding of New Amsterdam Invest
Participaties B.V., consisting of ordinary shares, promoter shares and warrants, as disclosed elsewhere in
this report.
The holders of any securities with special control rights
We refer to the holders of the Priority Shares as described before in the paragraph “capital structure” as
included in this report.
Employee share scheme
The only employees of the Company are currently the members of the Management Board. Control over any
employee share scheme is therefore exercised by the Supervisory Board.
Restrictions on voting rights
Currently there are no restrictions on voting rights.
Restrictions on the transfer of shares as agreed between shareholders
The Company is not familiar with any restrictions on the transfer of shares as agreed between shareholders,
other than set out above under ‘Restrictions on the transfer of securities’.
Rules governing the appointment and replacement of board members
We refer to the section “management structure” as included in this report.
Power of board members to issue or buy back shares
Shares shall be issued pursuant to a resolution passed by the AGM, (1) upon the proposal of the
Management Board and (2) after approval of the Supervisory Board and (3) after approval of the meeting
of holders of Priority Shares. The AGM may resolve to designate the Management Board for a fixed period
of five years, as the body authorized to issue shares. Lately the AGM of 6 June 2025 did so for a term of
18 months from that date and will be proposed to do so again at the AGM in 2026.
The Company is entitled to acquire fully paid-up shares in its own share capital against payment of
consideration in compliance with the relevant legal provisions. Acquisition for valuable consideration is
permitted since the AGM has authorized the Management Board to do so, lately at the AGM of 6 June 2025
and will be proposed to do so again at the AGM in 2026.
Significant agreements with impact on the control of the company
There are no other significant agreements with impact on the control of the Company as already included
in this report.
Agreements between the Company and Managing Directors, Supervisory directors and or
employees resulting in severance payments.
There are no agreements between the Company and members of the Management Board, or members of
the Supervisory Board or employees which can result in severance payments.
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Risk management and control
The risk management policies have been established to identify and analyse the risks faced by the Company,
to set appropriate risk limits and controls. There are measures in place to monitor these risks, especially in
the current period of geopolitical uncertainties, challenging economic developments with volatile currency
exchange rates. It is important for us to properly manage the strategic, operational and other risks and
uncertainties that could materially adversely affect the Company’s business and day-to-day operations.
The Management Board is guided by the culture of the Company and the tone at the top, as described in
the section “Corporate Governance”. The Supervisory Board monitors the Management Board and the
performance of the Company’s risk management and control systems. With the Company being the head
of the Group with active business operations since 2 June 2023, the control environment is developing since
then, with management working to improve robustness of internal controls and procedures continuously.
In 2025, in connection with the discussion of the 2024 Management Board Report, a risk assessment was
held with the Supervisory Board to discuss and reaffirm the risk management and control systems.
This section details the principal risks and uncertainties that the Company faces, classified according to the
Company’s categorization of risks and uncertainties. For each of these risks, management’s risk appetite is
disclosed. The risk appetite represents the Management Board’s willingness to assume calculated risks and
uncertainties. This is regularly evaluated based on changing circumstances as part of our risk management
and control process. Additionally, for each risk, the likelihood of the occurrence of such risk or uncertainty
is disclosed, as assessed by the Management Board, and the expected potential impact when the respective
risk or uncertainty would manifest itself. There have been no principal risks that have materialized
themselves in 2025. However, inherent market-related risks, such as potential decreases in the value of
investment properties remain relevant and are described in detail in the risk assessment section.
Our environment
Our main presence is in mature markets, as the United States of America and the United Kingdom. The
execution of our strategy is, to expand our real estate portfolio in these countries and countries within the
EU region, such as Germany and the Netherlands and further to optimize all our processes. This includes
identifying and evaluating risks and opportunities, determining the appropriate approach to address these,
with the intention to utilize opportunities and avoid losses to the extent possible.
The structure of risk and control, as implemented, is influenced by the (still) limited size of the company
and, as a result, the limited staffing levels, as well as the outsourcing of activities. The current real estate
portfolio consists of seven properties. Property management, important within our risk management and
control, has been outsourced to an external party for four properties. For the remaining three properties,
property management is carried out in-house. Where property management is carried out by an external
party, our risk and control management focuses more on retrospective accountability and there are no
formal prior authorization procedures in place, for example.
Within this context the Company has implemented a set of internal control measures and compliance
policies, including, amongst others, an authorisation policy, segregation of duties, approval of bank
payments, and a reporting and monitoring framework, where property management is carried out by the
Company. Furthermore, the Company contracted on an interim basis local specialists to provide the
Management Board with management reporting, ICT monitoring, and the preparation of (interim) financial
statements.
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Principal risks and uncertainties
Strategic Risks
Risk description (in summary)
Risk
Appetite
Likelihood
Potential
impact
The Company’s operations are subject to risks
associated with the commercial real estate sector
medium
high
high
The Company may face significant competition for
investment opportunities
medium
high
high
The Company’s operations are subject to risks associated with the commercial real estate
sector
The Company has invested in and acquired business-related real estate in the United Kingdom and the
United States of America. Going forward, it will continue to focus its search for potential investment
properties in Europe, United Kingdom and/or United States of America. Inherent to operations and
investments in the commercial real estate sector in the areas as specified, the risk associated with
operations in this sector may manifest itself in the following manners (not exhaustive):
• adverse changes in international, national, regional or local economic, demographic and market
conditions;
• adverse changes in financial conditions of tenants, buyers and sellers of properties;
• reductions in the level of demand for commercial space, and changes in the relative popularity of
properties;
• fluctuations in interest rates, which could adversely affect the Company’s ability, or the ability of tenants
and buyers of properties, to obtain financing on favorable terms or at all;
• unanticipated increases in operating expenses, including, without limitation, insurance costs, labor costs,
construction materials, energy prices and costs of compliance with laws, regulations and governmental
policies;
• operating results will be adversely affected if delays in completions of (re-)development properties and
rent-up of properties and are unable to achieve and sustain high occupancy rates at favorable rental
rates;
• development activities may be more costly than anticipated or result in unforeseen liabilities and
increases in costs;
• changes in, and changes in enforcement of, laws, regulations and governmental policies, including,
without limitation, health, safety, environmental, zoning and tax laws and governmental fiscal policies,
and changes in the related costs of compliance with laws, regulations and governmental policies;
• litigation and other legal proceedings;
• the ability to effectively adopt or adapt to new or improved technologies;
• environmental risks; and
• civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters, which
may result in uninsured losses.
The Management Board closely follows the day-to-day operations of the Company and is closely involved
in the commercial real estate sector, in order to monitor whether this risk materializes and determine the
appropriate response in light of the circumstances.
The Company may face significant competition for investment opportunities
There may be significant competition within the real estate market. Such competition may for example
come from strategic buyers, public and private investment funds, sovereign wealth funds and other real
estate operating companies, many of which are well established and have extensive experience in
identifying and completing acquisitions. A number of these competitors may possess greater technical,
financial, human or other resources than the Company. Any of these or other factors may place the
Company at a competitive disadvantage in successfully negotiating or completing an attractive transaction.
There cannot be any assurance that the Company will be successful against such competition. Nonetheless,
the Management Board will continue to apply proper due diligence on any identified investment
opportunities.
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Operational Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company’s success is dependent upon a small
group of individuals and other key personnel
high
medium
high
The Company may not be able to retain and attract
tenants
medium
low
high
The Management Board may not be able to identify
suitable investment properties
low
low
medium
The acquisition process may not always be sufficiently
documented by the Management Board, and the level
of oversight by the Supervisory Board may be limited.
This could result in identifying risks, or insufficient
governance over significant investment decisions
low
low
high
The occurrence of important events and medium
threats as war, kidnapping, hacking etc.
high
high
high
The Company’s success is dependent upon a small group of individuals and other key
personnel
The Company’s success depends, in part, on the performance of a small group of individuals. The Managing
Directors each possess significant (joint) experience in targeting and operating business opportunities in
the commercial real estate sector. The loss of any of these Managing Directors could materially adversely
impact the Company’s business, its business relationships, and its reputation. This risk is mitigated by the
fact that the Company has a Management Board of 4 members, all with the capacity to manage the Company
with one, two or three members if necessary. Further the Company has a pro-active Supervisory Board. The
members thereof, Mr. Jan Louis Burggraaf (Chairman), Mr. Elbert Dijkgraaf and Mr. Paul Steman are very
well placed to supervise the Company and its affairs. The Company furthermore contracted (parttime)
professional staff (finance director, business controller, company secretary, an office manager and a
property manager in the UK) and further contracted several professional services firms. They provide the
Company with accounting and advisory services, property management, legal services and tax advisory
services.
The Company may not be able to retain and attract tenants
When selecting and operating investment properties, one of the most important criteria is the rentability of
the investment property. This helps mitigate the risk that the company is unable to retain or attract tenants.
Another factor is that 3 of the 7 investment properties are let to a single party on the basis of a long-term
lease with interim rent reviews.
This does mean, however, that in the event of bankruptcy of one of these tenants and the inability to attract
a new tenant on time, or at all, the financial impact may be considerable. For properties involving multiple
tenants, the financial risk decreases as more tenants are involved. To mitigate this risk, the Company has
implemented measures surrounding management of tenants, including monitoring of credit risk.
The Management Board may not be able to identify suitable investments properties
In particular, the Company's strategy is to build up a property portfolio preferable in the United Kingdom,
the United States of America and Europe (preferably in the Netherlands and Germany). The investment
properties must meet a number of criteria including sustainability, lease ability and profitability. The
identification of suitable properties is further largely dependent on the real estate market and the external
factors that influence this market.
The years of experience of the members of Company’s Management Board with the real estate market in
these countries, among others, limit the risk of not being able to identify possible investments to "low". In
addition, financial impact is assessed as "medium," as the current portfolio can ensure recurring profits.
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Financial Report 2021
39
The acquisition process is not sufficiently documented, and oversight during acquisitions may
be limited.
During the year, the Company has further developed its internal controls around the acquisition process.
In particular, the Company’s acquisition process requires the preparation of an investment memorandum
by the Management board, which is discussed with the Supervisory Board once a potential opportunity is
identified. This ensures that significant investment decisions are reviewed before execution. However, at
the same time, the Company acknowledges that the formal documentation of each step in the acquisition
process, as well as the recording of supervisory oversight, can be improved as the organization continues
to develop.
Based on the Company’s current procedures and the involvement of the Management Board and
Supervisory Board in all material acquisitions, the likelihood of this risk materializing is assessed as “low”.
This reflects the fact that, although documentation can be strengthened, the acquisition process is actively
discussed and overseen by experienced board members. The potential financial impact is considered “high,”
given the size and strategic importance of acquisitions within the Company’s business model. The
Company’s risk appetite is therefore assessed as “low,” reflecting the importance of maintaining proper
governance and documentation around investment decisions.
The occurrence of important events and threats as war, kidnapping, hacking etc.
Currently, the Company is operationally active in the United Kingdom and the United States of America. If
one of these countries becomes involved in a conflict situation, this could affect the local economy and thus
the performance of the Company in those countries. Further events such as cybercrime or kidnapping of
Managing Directors can also impact the performance of the Company. These are external risks that are
largely beyond our control. Based on the current period of geopolitical uncertainties and the present conflict
situations in which the United States of America is involved, we assess these risks as "high" where the
financial impact can be "high" as well.
The Company does not comply with all best practice provisions of the Dutch Corporate
Governance Code
The Company is subject to the Dutch Corporate Governance Code, which contains both principles and best
practices for the Management Board, the Supervisory Board, the shareholders and the AGM. The Dutch
Corporate Governance Code is based on a “comply or explain” principle. Accordingly, the Company is
required to disclose in its publicly filed Report of the Management Board, whether or not it complies with
the various provisions of the Dutch Corporate Governance Code. If the Company does not comply with one
or more of those provisions, it is required to explain the reasons for such non-compliance in the
Management Board report. The Company acknowledges the importance of good corporate governance.
Reference is made to the section “Corporate Governance” within this report.
Compliance Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company does not comply with all best practices
of the Dutch Corporate Governance Code
medium
low
medium
Managing Directors may allocate their time to other
businesses leading to potential conflicts of interest,
which could have a negative impact on the
performance.
medium
low
high
Damage to the reputation of the Company (or any of
their affiliates) may materially adversely affect the
Company.
low
low
high
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Managing Directors may allocate their time to other businesses leading to potential conflicts of
interest, which could have a negative impact on the performance
Although the Managing Directors spend significant amounts of time to pursue the Company’s objectives,
the Company cannot force the Managing Directors to commit their full time to the Company’s affairs. This
could create a conflict of interest for the Managing Directors when allocating their time between the
Company’s operations and their other commitments. If the other business activities of the Managing
Directors require them to devote substantially more time to such activities than expected, this could limit
their ability to devote time to the Company’s activities. This limited availability may have a negative impact
on the Company’s ability to meet its regular targets. Consequently, the effective return on investment for
Shareholders may be low or non-existent.
Damage to the reputation of the Company (or any of their affiliates) may materially adversely
affect the Company
The ability of the Company to perform its operations is in part dependent on the reputation of the
Management Board. Although none of them is aware of any facts or circumstances that may negatively
affect their reputation, the members of the Management Board cannot offer any assurance that they will
not be exposed to reputational risks resulting from events, including but not limited to, litigation, allegations
of misconduct or other negative publicity or press speculation, which, whether or not accurate, may damage
their reputation and, ultimately, the reputation of the Company. Any such damage may negatively impact
the business, development, financial condition, results of operations and prospects of the Company.
Reporting and Financial Risks
Risk description (in summary)
Risk
appetite
Likelihood
Potential
impact
The Company is subject to foreign investment and
exchange risks
medium
high
high
The market for the Ordinary Shares or the Warrants
may not be active and liquid, which may adversely
affect the liquidity and price of the Ordinary Shares
and the Warrants
high
high
medium
Each Warrant will only be converted into Ordinary
Shares when the price of the Ordinary Shares reaches
the share price hurdle
low
low
high
The value of investment properties may decrease
medium
medium
high
Due to the small size of the company, the system of
internal control measures is limited in certain areas,
which may entail financial risks.
medium
medium
high
The Company is subject to foreign investment and exchange risk
The Company’s functional and presentation currency is the euro. The Company’s operations currently take
place through operating companies in the United Kingdom and the United States. These subsidiaries
denominate their financial information in a currency other than the euro and conduct operations and
generate rental income in currencies other than euro. When consolidating a subsidiary that has a functional
currency other than the euro, the Company will be required to translate, inter alia, the balance sheet and
operational results of such business or company into euro. Due to the foregoing, changes in exchange rates
between euro and other currencies could lead to significant changes in the Company’s reported financial
results from period to period. Among the factors that may affect currency values are trade balances, levels
of short-term interest rates, differences in relative values of similar assets in different currencies, long-
term opportunities for investment and capital appreciation and political or regulatory developments.
Although the Company may seek to manage its foreign exchange exposure, including by active use of
hedging and derivative instruments, there is no assurance that such arrangements will be entered into or
available at all times when the Company wishes to use them or that they will be sufficient or effective to
cover the risk. The Company being subject to foreign investment and exchange risks could negatively impact
the business, development, financial condition, results of operations and prospects of the Company.
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The market for the Ordinary Shares or the Warrants may not be active and liquid, which may
adversely affect the liquidity and price of the Ordinary Shares and the Warrants
There is currently a limited market for the Ordinary Shares and the Warrants. The price of the Ordinary
Shares and the Warrants can vary due to general economic conditions and forecasts, the general business
condition of the Company as well as the release of financial information by the Company. Although the
current intention of the Company is to maintain a listing on Euronext Amsterdam for each of the Ordinary
Shares and the Warrants, there is no assurance that the Company will be able to maintain such listing in
the future. In addition, the market for the Ordinary Shares and the Warrants may not develop into an active
market. For the Company, this means that access to new capital may be limited. For investors, this means
that they may be unable to sell their Ordinary Shares and/or Warrants unless a viable market can be
established and maintained.
Each Warrant will only be converted into Ordinary Shares when the price of the Ordinary
Shares reaches the Share Price Hurdle
The Warrants are converted automatically and mandatorily only when the Share Price Hurdle occurs. Any
Warrants which are not converted will lapse without value. Also, any Warrants not converted within five
years after the Business Combination Completion Date (2 June 2023), will lapse without any payment being
made to the holders of such Warrants and will, effectively, result in the loss of the holder’s entire investment
in relation to the Warrants. The market price of the Warrants may be volatile and there is a risk that they
become valueless.
The value of investment properties may decrease
As an investor in commercial real estate properties, one of the main financial risks that the Company faces
is that the value of its properties may decrease, negatively affecting the Company’s financial position and
its ability to fund future investments or return value to its shareholders. The Management Board closely
monitors this risk by marking-to-market the investment properties periodically, with the support of expert
third-party appraisers. In addition, through close monitoring of the commercial real estate markets in the
geographical locations that the Company is operating in, the Management Board may take measures as
appropriate to limit losses to the Company, or make use of opportunities, as the case may be.
Due to the small size of the company, the system of internal control measures is limited in
certain areas, which may entail financial risks.
Due to the small size of our organization, and consequently our reliance on temporary staff, the
manageability and control of our business operations are vulnerable. The Management Board is fully aware
of this. To mitigate this risk, we collaborate with external and less vulnerable organizations to support our
procedures and processes.
Property management for four of the seven properties has been outsourced to external organizations. These
organizations have extensive powers with regard to finding new tenants, renovating and modifying the
spaces to be let, collecting rent and service charges, and approving and paying service costs and renovation
costs.
There is a risk that rents will not be paid in full and/or that incorrect expenses will be charged to the rental
income by the external property managers. This risk is already reasonably mitigated by the regular physical
presence and involvement of one or more of the board members at each location. Furthermore, the holding
company subsequently determines afterwards whether the income and expenses have been accounted for
completely and correctly on quarterly basis. To further limit this risk, the Management Board intends to
introduce a liability administration system based on all agreed contracts.
Financial risk management
The Company is exposed to various types of risk arising from the use of financial instruments. These risks
overlap to some extent with the principal risks and uncertain as defined earlier, but also include risks which
are not considered principal risks for the Company. The objectives and policies regarding the managing and
hedging of risks related to financial instruments are disclosed in the consolidated financial statements in
the section financial risk management.
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This analysis covers the following types of risks:
• Market risks (including currency risk, interest rate risk and other price risk);
• Credit risks; and
• Liquidity and cash flow risks.
Performance of the risk management and control systems
The Management Board and Supervisory Board have evaluated the design and operation of the Company’s
risk management and control systems, considering the limited size of our organization. Design and
operation were deemed satisfactory in responding to the principal risks identified. No major failings were
observed during the past year. The Management Board and Supervisory Board evaluate the risk
management and control systems on a periodic basis and plan to implement any improvements as
necessary when they are identified.
The Company’s response to fraud risk
The Management Board is aware of the inherent risk of fraud and/or bribery that it faces, both internally and
externally, in conducting its activities. The Management Board prepared a fraud risk analysis that showed
that there is a higher-than-normal risk of non-compliance in some areas of its operations. These risks
received additional attention, making use of our internal control measures as implemented and periodic
(and unannounced) additional reviews conducted.
The Company has a set of internal control measures and compliance policies, including amongst others, an
authorization policy, sufficient level of segregation of duties, approval of bank payments, and a reporting
and monitoring framework. Our financial processes are characterized by the presence of segregation of
duties considering the limited size of our company. The existing measures as implemented prevent only one
person from initializing, authorizing, processing and settling transactions or liabilities and having access to
assets in an uncontrolled manner.
External parties must be able to trust that New Amsterdam Invest N.V. and its representatives do business
in a reliable, honest and careful manner. Therefore, the Company has compiled a code of conduct. The
importance of the code of conduct and compliance will be periodically emphasized and will be subject of
internal discussion. A confidential advisor and tipline has been implemented in 2024. The code of conduct
has been made available on our website.
Despite all internal control measures, there remains the risk of staff or the Management Board overriding
internal controls and the risk of collusion between employees. Transparent decision-making, the governance
structure, an open culture in which we dare to call each other to account, the presence of a confidential
advisor to report non-ethical actions (anonymously), periodic internal and external audits on compliance
with control measures should help to detect cases of ignoring controls.
Given the nature of our services the Management Board also recognizes an external risk of non- compliance.
The risk analysis carried out for the first time in 2022, and since then consequently updated each year,
given us good insight into these risks and the importance of tightening up a number of procedures.
In recent years, there have been regular reports in the media about cyber-attacks, ransomware cases and
data breaches. Given the activities of the Company information security has a high priority from the
perspectives of going concern, fraud and privacy and related reputation. During daily business operations,
checks are carried out to determine whether work is being done in accordance with the relevant provisions
in this regard.
Based on the measures described above, the Company considers the residual risk of fraud and/or bribery
and other dishonest activities within the Company to be limited.
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Going concern
The Management Board has prepared the financial statements 2025 on the basis of the going concern
assumption, which assumes that New Amsterdam Invest N.V. will continue to operate as a going concern
for the foreseeable future taken into account the following.
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. In order to maintain the
Company’s capital structure, The Company may issue new shares to maintain an optimal capital structure.
A more detailed description of the risk of going concern is included in the consolidated financial statements
on page 55.
Financial reporting process control system
The Group operates through a structure with various operating, management and holding companies
(reference is made to the section “Company structure”). The Group’s financial reporting process is aligned
with this structure. The real estate management companies report financial results of the entities and
properties under their management to the central finance department on a quarterly basis, in some cases
with the help of external accounting service providers. The central finance department, led by the
Company’s finance director reviews and consolidates this financial information. Based on the consolidated
information, the central finance department prepares internal reports for the Management Board as well as
external reports on this basis.
A professional firm is engaged to review the semi-annual report and the annual report, as prepared by the
Management Board. This ensures, to a significant extent, that all reporting requirements and other relevant
regulations regarding external reporting are met.
Important information
The investment in NAI carries a significant degree of risk, including risks relating to the Company’s business
and operations, risks relating to the real estate industry, risks relating to the Ordinary Shares and the
Warrants to be issued and risks relating to taxation. All of these risk factors may or may not occur. We
refer to the risk paragraphs within this and previous reports.
Additional risks not known to us or currently believed not to be material could later have a material impact
on the current Company’s business, revenue, assets, liquidity, capital resources or net income. The
Company’s risk management objectives and policies are consistent with those disclosed before in other
documents published on Companies website.
The Management Board is of the opinion that, with all procedures and control measures taken in account,
the risk assessment provides a complete overview of the risks the company faces and that adequate
procedures are in place to mitigate these risks.
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Statements from the Management Board
The Management Board declares that the information required by Articles 3, 3a and 3b of the Decree on
the Management Board’s Report (“Besluit Inhoud Bestuursverslag”) is included in the chapter Governance
of this Report, to the extent that the disclosure requirements apply to the Company. Further the Company
complies with all the relevant best practice provisions of the Corporate Governance Code 2025, other than
disclosed in the section “Corporate Governance”.
Our Management Board is responsible for NAI’s Risk & Control framework and reviewing its effectiveness.
This framework is designed to manage the main risks. The Management Board identified the main risks it
faces, including financial reporting risks. However this framework cannot provide full assurance that all
risks, control gaps, material misstatements, cases of fraud, violations of laws and regulations were and will
be prevented. The main risks as identified can be found in the chapter “Risk Management and Control” as
included in this report. In line with the Dutch Corporate Governance Code and the Dutch Financial
Supervision Act (“Wet op het Financieel Toezicht”), the Company has not provided an exhaustive list of all
possible risks. Furthermore, developments that are currently unknown to the Management Board or
considered to be unlikely may change the risk profile of the Company.
The design of the Company’s internal risk management and control systems is described in the section
“Risk Management and Control” as well. The objective of these systems is to manage, rather than eliminate,
the risk of failure to achieve business objectives and the risk of material errors to the financial reporting.
Accordingly, these systems can only provide reasonable, but not absolute, assurance against material
errors. The Management Board of the Company (the “Management Board” and each member thereof
“Managing Director”) reviewed and analyzed in 2025 the main strategic, operational, financial, reporting,
and compliance risks to which NAI is exposed, and assessed the design and operating effectiveness of the
risk management & control systems. The outcome of this assessment was shared with the Supervisory
Board of the Company (the “Supervisory Board” and each other thereof “Supervisory Director”) and was
discussed with our external auditor.
Based on the activities performed during 2025 and in accordance with provision 1.4.2 and 1.4.3 of the
Dutch Corporate Governance Code, the Management Board considers to the best of its knowledge that:
• the Management Board report provides sufficient insights into failings and improvements planned in the
effectiveness of the internal risk management and control systems with regard to the risks as referred
to section 1.2.1. of the Dutch Corporate Governance Code.
• The Management Board acknowledges that the internal control of some key processes still have
deficiencies, such as formalizing and documenting internal control procedures and improving the
recording of obligations arising from tenant agreements;
• the Management Board is aware that the internal risk management and control systems in areas as
external property management provide a limited level of certainty that the operational and compliance
risks are effectively managed;
• the present risk management and control systems however provide reasonable assurance that the 2025
financial reporting does not contain any material inaccuracies;
• based on the current state of affairs it is justified that the financial reporting is prepared on a going
concern basis;
• the Management Board report discloses those material risks and uncertainties as referred to section
1.2.1. of the Dutch Corporate Governance Code that are relevant regarding the expectation as to the
continuity of our organization for the twelve months following the date of issue of this Management
Board report.
In view of the above, the Management Board believes that it is in compliance with best practice provision
1.4.2 and 1.4.3 of the Dutch Corporate Governance Code. Due to inherent limitations to risk management
and control systems, the above does not imply that the internal risk management and control systems
provides certainty as to the realization of the operational and financial business objectives, nor can they
prevent all misstatements, inaccuracies, errors, fraud, or non-compliance with laws and regulations.
With reference to section 5:25c paragraph 2 sub c of the Dutch Financial Supervision Act and on the basis
of the information included in this financial report and the explanations contained in the chapter “Risk
management and control”, each Managing Director declares, to the best of their knowledge, that:
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• the Company’s financial statements for 2025 provide in accordance with IFRS as adopted by the EU, a
true and fair view of the assets, liabilities and financial position as at 31 December 2025, and the profit
and cash flow for 2025;
• this Annual Report gives a true and fair view of the position of the Company and its consolidated
subsidiaries as at the balance sheet date, 31 December 2025, and the state of affairs during the financial
year to which the Report relates; and
• this Report includes a description of the principal risks and uncertainties that the Company faces.
Amsterdam, 20 April 2026
On behalf of New Amsterdam Invest N.V.
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
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Financial Statements
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Consolidated Financial statements 2025
Statement of Consolidated Financial Position as at 31 December 2025 48
Statement of Consolidated Profit or Loss for the year ended 31 December 2025 50
Statement of Consolidated Comprehensive Income for the year ended 31 December 2025 51
Statement of Consolidated Cash Flows for the year ended 31 December 2025 52
Statement of Consolidated Changes in Equity for the year ended 31 December 2025 53
Notes to the Consolidated Financial Statements 55
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Statement of Consolidated Financial Position | |||
as at 31 December 2025 | |||
(*€1,000) | Note | 31 December | 31 December |
2025 | 2024 | ||
Assets | |||
Non-current assets | |||
Investment property | 1 | ||
Property, plant and equipment | |||
Deferred tax assets | 2 | ||
Other non-current assets | 1 | ||
Total non-current assets | |||
Current assets | |||
Accounts receivable | |||
Value added tax receivable | 3 | ||
Other assets and prepaid expenses | 4 | ||
Cash and cash equivalents | 5 | ||
Total current assets | |||
Total assets |
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Statement of Consolidated Financial Position | |||
as at 31 December 2025 | |||
(*€ 1,000) | Note | 31 December | 31 December |
2025 | 2024 | ||
Equity and Liabilities | |||
Equity | |||
Share capital | 6 | ||
Share premium | |||
Currency translation reserve | - | ||
Legal reserves | |||
General reserves | - | - | |
Attributable to owners of the parent | |||
Non-controlling interest | 6 | ||
Total equity | |||
Non-current liabilities | |||
Loans bank | 7 | ||
Loans related party USA | 7, 17 | ||
Loans private investors | |||
Deferred tax liability | 2 | ||
Total non-current liabilities | |||
Current liabilities | |||
Trade payables | |||
Tax liabilities | 8 | ||
Current account related party | 17 | ||
Deferred rental income | |||
Loans bank | 7 | ||
Loans related party USA | 7, 17 | ||
Other short-term liabilities | |||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
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Statement of Consolidated Profit or Loss 1 | |||
for the year ended 31 December 2025 | |||
(*€1,000) | Note | 2025 | 2024 |
Rental income | 9 | ||
Direct related costs | - | - | |
Net Rental income | |||
Revaluation of investment property | 10 | - | |
Legal and professional fees | 11 | ||
Personnel expenses | 12 | ||
Administrative and overhead expenses | 11 | ||
General expenses | 11 | ||
Other expenses | 11 | - | |
Total expenses | |||
Operating result | |||
Financial income and expense | 13 | - | - |
Result before tax | |||
Income tax | 14 | - | - |
Result for the period | |||
Result attributable to: | |||
Shareholders | |||
Non-controlling interest | |||
Result for the period | |||
Basic earnings per share (*€1) | 15 | ||
Diluted earnings per share (*€1) | 15 | ||
1 | Please note that the increase in rental income and expenses is primarily due to the fact that Remington | ||
House is included in the figures for 2.5 months in 2024 (2025 whole financial year). |
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Statement of Consolidated Comprehensive Income | |||
for the year ended 31 December 2025 | |||
(*€1,000) | Note | 2025 | 2024 |
Result for the period | |||
Items which may be recycled to profit or loss (net of tax) | |||
Exchange differences | - | ||
Total comprehensive income | |||
Attributable to: | |||
Shareholders | - | ||
Non-controlling interest | |||
Total comprehensive income |
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Statement of Consolidated Cash Flows | |||
for the year ended 31 December 2025 | |||
(*€1,000) | Note | 2025 | 2024 |
Operating activities | |||
Result before tax | |||
Adjustments | |||
Depreciation | - | ||
Unrealised foreign exchange loss / (gain) | |||
Adjustment to rental income | - | ||
Reversal of impairment on VAT receivable | - | ||
Revaluation of investment property | 1,10 | - | |
Interest income and expense | |||
Total adjustments | - | ||
Changes in working capital | |||
Increase in current liabilities | - | ||
Decrease/(increase) in current assets excluding | - | ||
cash and cash equivalents | |||
Increase/(decrease) in trade payables | |||
Total changes in working capital | - | - | |
Cash generated from/(used in) operations | |||
Interest paid | - | - | |
Interest received | |||
Income taxes paid | - | ||
Cash flow from operating activities | |||
Investing activities | |||
Investments in investment property, net of cash | 1 | - | - |
acquired | |||
Investments in tenant improvements | 1 | - | - |
Investments in property, plant and equipment | - | ||
Cash flow from investing activities | - | - | |
Financing activities | |||
Proceeds from loans | 7 | ||
Repayment of loans | 7 | - | - |
Dividends paid | 6 | - | - |
Distribution to non-controlling interest | - | - | |
Cash flow from financing activities | - | ||
Movement Cash and cash equivalents | - | ||
Cash and cash equivalents as at 1 January | |||
Exchange differences | - | - | |
Cash and cash equivalents as at 31 | |||
December |
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Statement of Consolidated Changes in Equity | |||||||||
for the year ended 31 December 2025 | |||||||||
Share | Share | Currency | Legal | General | attributable Total | Total | Non- | ||
(*€1,000) | capital | premium | Translation | reserves | reserve | Equity | to | controlling | |
Reserve | interest | ||||||||
shareholders | |||||||||
Balance at 31 | - | ||||||||
December 2024 | |||||||||
Result for the year | |||||||||
Other comprehensive income | - | - | - | - | |||||
Total | |||||||||
comprehensive income | - | - | |||||||
Transfer to legal | - | ||||||||
reserves | |||||||||
Dividend | - | - | - | ||||||
Distribution to non- controlling interest | - | - | |||||||
Balance at 31 | - | - | |||||||
December 2025 | |||||||||
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Statement of Consolidated Changes in Equity | |||||||||
for the year ended 31 December 2024 | |||||||||
Share | Share | Currency | Legal | General | attributable Total | Total | Non- | ||
(*€1,000) | capital | premium | Translation | reserves | reserve | Equity | to | controlling | |
Reserve | interest | ||||||||
shareholders | |||||||||
Balance at 31 | - | - | |||||||
December 2023 | |||||||||
Result for the year | |||||||||
Other comprehensive income | |||||||||
Total | |||||||||
comprehensive income | |||||||||
Non-controlling | |||||||||
interest acquired | |||||||||
Transfer to legal | - | ||||||||
reserves | |||||||||
Dividend | - | - | - | - | |||||
Share-based | |||||||||
payment | |||||||||
Distribution to non- controlling interest | - | - | |||||||
Other | - | - | - | ||||||
Balance at 31 | - | ||||||||
December 2024 | |||||||||
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Notes to the Consolidated Financial Statements
(*€1,000) | 31 December 2025 | 31 December 2024 |
Equity | 51,399 | 54,247 |
Result | 3,892 | 4,687 |
Working capital | 5,769 | -4,693 |
Solvency | 37.7% | 40.0% |
Liquidity: | ||
Cash generated from/(used in) operations | 9,285 | 5,683 |
Cash and cash equivalents | 13,485 | 5,097 |
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Carried at amortized cost | Fair value | |||
(*€1,000) | 31 December | 31 December | 31 December | 31 December |
2025 | 2024 | 2025 | 2024 | |
Financial assets | ||||
Accounts receivable | 556 | 769 | 556 | 769 |
Other financial assets | 265 | 971 | 265 | 971 |
Total financial assets | 821 | 1,740 | 821 | 1,740 |
Financial liabilities | ||||
Loans bank | 58,289 | 64,128 | 58,977 | 63,755 |
Loans private investors | 10,970 | - | 10,970 | - |
Trade payables | 670 | 425 | 670 | 425 |
Current account related party | 886 | 337 | 886 | 337 |
Loans related party USA | 6,613 | 7,412 | 6,613 | 7,259 |
Other financial liabilities | 2,744 | 4,793 | 2,744 | 4,793 |
Total financial liabilities | 80,172 | 77,095 | 80,860 | 76,569 |
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Short term | Long term | Total | ||
(*€1,000) | < 1 year | >1 year <5 | > 5 years | 31 December |
years | 2025 | |||
Loans bank – principal amounts | 443 | 47,542 | 10,761 | 58,746 |
Loans bank – interest payable | 3,687 | 8,727 | 568 | 12,982 |
Loans private investors – | - | 10,970 | - | 10,970 |
principal amounts | ||||
Loans private investors – | 549 | 549 | - | 1,097 |
interest amounts | ||||
Trade payables | 667 | - | - | 667 |
Loan related party USA – | - | 6,613 | - | 6,613 |
principal amounts | ||||
Loan related party USA – | 457 | 1,829 | - | 2,286 |
interest payable | ||||
Other financial liabilities | 2,745 | - | - | 2,745 |
Total | 8,547 | 76,230 | 11,329 | 96,106 |
Short term | Long term | Total | ||
(*€1,000) | < 1 year | >1 year <5 | > 5 years | 31 December |
years | 2024 | |||
Loans bank – principal amounts | 408 | 52,076 | 12,225 | 64,709 |
Loans bank – interest payable | 4,554 | 14,850 | 1,320 | 20,724 |
Trade payables | 425 | - | - | 425 |
Loan related party USA – | 2,340 | 5,072 | - | 7,412 |
principal amounts | ||||
Loan related party USA – | 279 | 507 | - | 786 |
interest payable | ||||
Other financial liabilities | 4,793 | - | - | 4,793 |
Total | 12,799 | 72,505 | 13,545 | 98,849 |
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31 December 2025 | 31 December 2024 | |
Great British Pound (£) | 0.87 | 0.83 |
US Dollar ($) | 1.18 | 1.04 |
2025 | 2024 | |||
(*€1,000) | ||||
Impact on | Impact on | Impact on | Impact on | |
profit or loss | y/e equity | profit or loss | y/e equity | |
£ + 10% | 207 | 1,405 | 104 | 4,110 |
£ – 10% | -189 | -1,277 | -95 | -3,736 |
$ + 10% | 56 | 1,145 | 24 | 447 |
$ – 10% | -51 | -1,041 | -22 | -406 |
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2025 | 2024 | |||
(*€1,000) | ||||
Impact on | Impact on | Impact on | Impact on | |
profit or loss | y/e equity | profit or loss | y/e equity | |
Interest +100bp | -239 | - | -251 | - |
Interest -100bp | 239 | - | 251 | - |
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31 December 2025 | 31 December 2024 | |
Great British Pound (£) | 0.87 | 0.83 |
US Dollar ($) | 1.18 | 1.04 |
(*€1,000) | 31 December | 31 December |
2025 | 2024 | |
Remington, Houston | 43,157 | 48,111 |
Somerset House, Birmingham | 18,004 | 18,490 |
Travelodge, Edinburgh | 14,634 | 13,907 |
Interra One Park Ten, Houston | 13,289 | 16,547 |
Blythswood Square, Glasgow | 9,645 | 10,557 |
Sutherland House, Glasgow | 8,325 | 9,190 |
Forthstone, Edinburgh | 10,898 | 10,738 |
Total investments | 117,952 | 127,540 |
2025 | 2024 | |
Balance as at 1 January | 127,540 | 77,416 |
Investments at full costs | - | 40,704 |
Lease improvements (Expenditure after acquisition) | 1,628 | 438 |
Revaluation of investment property, based on appraisals | -347 | 2,787 |
Foreign currency translation | -10,869 | 6,195 |
Balance as at 31 December | 117,952 | 127,540 |
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(*€1,000) | 2025 | 2024 |
Cost of the investment properties at acquisition | - | 39,225 |
Transaction costs on balance | - | 43 |
Share-based payment (non-cash) | - | 1,436 |
Full cost | - | 40,704 |
Less: Other net assets (liabilities) acquired | - | -29,866 |
Less: Related party loan recognised | - | -4,845 |
Less: Non-controlling interest recognised | - | -4,015 |
Less: Share-based payment (non-cash) | - | -1,436 |
Plus: Expenditures after acquisition | 1,618 | 438 |
Cash outflow as per cash flow statement | 1,618 | 980 |
31 December | 31 December | |
2025 | 2024 | |
Appraised value of investment properties (per valuation | 121,599 | 128,466 |
report) | ||
Less: Lease incentives excluded from the appraised value | -3,647 | -926 |
(refer to other non-current assets below) | ||
Carrying value of the investment properties | 117,952 | 127,540 |
Market rent per sqm (€) | 157 – 335 | 167 – 395 |
Weighted average lease term in years | 3 - 19 | 3 – 20 |
Net yield | 7.74% - 10.70% | 5.2% - 9.75% |
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(*€1,000) | 31 December | 31 December |
2025 | 2024 | |
Tax losses carried forward | 347 | 402 |
Investment properties | -886 | -1,139 |
Net deferred tax position | -539 | -737 |
(*€1,000) | 2025 | 2024 |
Balance as at 1 January | -737 | 619 |
Recognized in profit or loss | 462 | -1,322 |
Currency translation differences recognized in OCI | -264 | -34 |
Balance as at 31 December | -539 | -737 |
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(*€1,000) | 31 December | 31 December |
2025 | 2024 | |
Receivable from the seller - Remington | 15 | 439 |
Prepaid insurance and other | 109 | 172 |
Advance tax paid | 89 | - |
Total | 213 | 611 |
Number of shares | ||||||||
Type of shares | % | 31 December 2025 | ||||||
Ordinary Shares issued to investors, admitted listing and trading | 74.6 | 3,910,250 | ||||||
Ordinary | Shares | issued | to | the | Promoters | (Cornerstone | 24.0 | 1,257,789 |
Investment), admitted to listing and trading | ||||||||
Promoter shares | 1.4 | 73,653 | ||||||
Priority Shares issued to Sichting Prioriteit New Amsterdam Invest | 0.0 | 5 | ||||||
100.0 | 5,241,697 | |||||||
Ordinary Shares owned by the Company (Treasury Shares) | 943,558 | |||||||
Shares in total | 6,185,255 | |||||||
Share capital at €0.04 per share (€ * 1,000) | 247 |
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Interra One Park Ten | 31 December | 31 December |
(*€1,000) | 2025 | 2024 |
Non-current assets | 14,799 | 17,254 |
Current assets | 236 | 315 |
Non-current liabilities | -13,297 | -15,440 |
Current liabilities | -883 | -205 |
Revenues | 2,637 | 3,281 |
Profit or loss | -837 | -1,681 |
Total comprehensive income | -785 | -1,703 |
Interra Remington | 31 December | 31 December |
(*€1,000) | 2025 | 2024 |
Non-current assets | 45,294 | 48,309 |
Current assets | 895 | 4,090 |
Non-current liabilities | -31,972 | -41,798 |
Current liabilities | -3,071 | -5,379 |
Revenues | 10,036 | 1,911 |
Profit or loss | 3,499 | 6,565 |
Total comprehensive income | 3,279 | 6,781 |
New Amsterdam Invest
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71
(*€1,000) | 31 December | 31 December |
2025 | 2024 | |
Loans bank | 58,290 | 64,128 |
Loans related party USA | 6,613 | 7,412 |
Loans from private investors | 10,970 | - |
Total borrowings | 75,873 | 71,540 |
Of which classified as long term | 75,430 | 68,792 |
Of which classified as short term | 443 | 2,748 |
New Amsterdam Invest
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(*€1,000) | ||
2025 | 2024 | |
Balance as at 1 January | 71,540 | 37,594 |
Changes from financing cash flows | ||
Proceeds received from bank loans | 364 | 530 |
Repayments of bank loans | -374 | -261 |
Proceeds from investors | 10,970 | - |
Subtotal changes from financing cash flows | 10,960 | 269 |
Non-cash changes, incl. arising from obtaining control of subsidiaries | ||
Bank loans acquired | - | 25,241 |
Affiliated party/related party loans acquired | - | 4,845 |
Subtotal changes arising from obtaining control of subsidiaries | - | 30,086 |
Foreign currency translation | -6,627 | 3,536 |
Other changes | - | 55 |
Balance as at 31 December | 75,873 | 71,540 |
(*€1,000) | 31 December | 31 December |
2025 | 2024 | |
Corporate income tax payable | 579 | 208 |
Real estate property taxes USA | 769 | 1,518 |
Wage tax payable | 20 | 24 |
Dividend tax payable | 132 | 66 |
VAT | 211 | 233 |
Total tax liabilities | 1,711 | 2,049 |
New Amsterdam Invest
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(*€1,000) | 2025 | 2024 |
Income from operating leases | 13,197 | 8,403 |
Income from service contracts | 4,892 | 2,838 |
Other income including termination fees | 376 | 21 |
Total rental income | 18,465 | 11,262 |
2026 | 2027 | 2028 | 2029 | 2030 | Later | Total 31 | |
(*€ millions) | years | December | |||||
2025 | |||||||
Undiscounted receipts | 14.60 | 14.12 | 12.99 | 12.38 | 9.24 | 36.47 | 99.80 |
2025 | 2026 | 2027 | 2028 | 2029 | Later | Total 31 | |
(*€ millions) | years | December | |||||
2024 | |||||||
Undiscounted receipts | 12.49 | 11.75 | 11.26 | 10.30 | 10.0 | 36.47 | 92.27 |
(*€1,000) | 2025 | 2024 |
Somerset House, Birmingham | 460 | 778 |
One Park Ten, Houston | -1,611 | -2,939 |
Travelodge, Edinburgh | 1,467 | 1,710 |
Sutherland House, Glasgow | -899 | -1,769 |
Blythswood Square, Glasgow | -389 | -318 |
Forthstone, Edinburgh | 719 | - |
Remington, Houston | -94 | 5,325 |
Total revaluation gains and losses | -347 | 2,787 |
New Amsterdam Invest
Financial Report 2021
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(*€1,000) | 2025 | 2024 |
Legal and professional fees | ||
Legal advisory services | 354 | 322 |
Subtotal legal and professional fees | 354 | 322 |
Administrative and overhead expenses | ||
Audit and advisory fees | 478 | 345 |
Administration services | 49 | 52 |
Management fees | 15 | 8 |
Printing | 14 | 14 |
Other | 93 | 69 |
Subtotal administrative and overhead expenses | 649 | 488 |
General expenses | ||
Insurance | 50 | 20 |
Regulatory expenses | 81 | 25 |
Communication expenses | 60 | 18 |
Office and IT expenses | 40 | 76 |
Depreciation | 82 | 35 |
Other | 6 | 124 |
Subtotal general expenses | 319 | 298 |
Other expenses | ||
Impairment (reversal) VAT receivable | - | -330 |
Bank expenses | 16 | 54 |
Subtotal other expenses | 16 | -276 |
Total expenses | 1,338 | 832 |
(*€1,000) | 2025 | 2024 |
Gross wages | 450 | 450 |
Social security charges | 52 | 60 |
Contractors | 238 | 218 |
Supervisory Board expenses | 85 | 86 |
Other | - | 12 |
Total personnel expenses | 825 | 826 |
New Amsterdam Invest
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(*€1,000) | 2025 | 2024 |
Bank interest | 52 | 46 |
Interest on loans | -4,271 | -2,889 |
Exchange differences | -401 | 163 |
Other charges | - | 47 |
Total financial income | -4,620 | -2,633 |
New Amsterdam Invest
Financial Report 2021
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14. Income tax
The corporate income tax charge/(benefit) as per the income statement can be broken down as follows:
(*€1,000) | 2025 | 2024 |
Deferred tax expense relating to origination and reversal of | 27 | 817 |
temporary differences | ||
Deferred tax income relating to (de)recognition of unused tax | - | 504 |
losses | ||
Deferred tax expense/(benefit) | 27 | 1,322 |
Current period tax charge | 832 | 189 |
Adjustments recognized for current tax of prior periods | - | 2 |
Current tax expense/(benefit) | 859 | 191 |
Total income tax expense | 859 | 1,511 |
The amount of income tax recognized in OCI amounts to nil (2024: nil).
Effective tax reconciliation
The Company is domiciled in the Netherlands and its subsidiaries operate predominantly in the United
Kingdom and the United States. As a basis for the effective tax reconciliation, the Management Board has
applied the applicable tax rates in the Netherlands to the Company’s result before tax. Such rates are
25.8%, or 19% for profits up to € 200k for both years presented.
(*€1,000) | 2025 | 2024 |
Result before tax | 4,751 | 6,198 |
Tax expense at the Company’s statutory tax rate | 1,193 | 1,632 |
Effect of foreign tax rates | 22 | -28 |
Non-deductible expenses | 589 | 1,028 |
Non-taxable income | -432 | -472 |
Income taxes related to non-controlling interests not recognized | -513 | -665 |
Prior period tax adjustments | - | 2 |
Other | - | 14 |
Total income tax expense/(benefit) | 859 | 1,511 |
The non-deductible expenses relate mainly revaluation losses on investment properties which are not
considered for tax purposes and for which no deferred tax asset is recognized since the temporary difference
is not deductible. The non-taxable income relates mainly to revaluation gains on investment properties and
for which deferred tax liabilities have not been recognized (in full) since the temporary difference is not
taxable (in full). The income taxes related to non-controlling interests not recognized relate to the share of
non-controlling interests in tax-transparent entities that hold the U.S. investment properties, and for which
the Group does not account for the non-controlling shareholder’s share in the income taxes.
New Amsterdam Invest
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2025 | 2024 | |
Net income/(loss) attributable to ordinary shareholders (€ * 1,000) | 2,446 | 2,344 |
Weighted average number of ordinary shares | 5,241,697 | 5,241,697 |
Earnings per share (€) | 0.47 | 0.45 |
(*€1,000) | 2025 | 2024 |
Somerset House, Birmingham | 1,533 | 1,524 |
One Park Ten, Houston | 1,690 | 2,180 |
Travelodge, Edinburgh | 954 | 759 |
Sutherland House, Glasgow | 912 | 989 |
Blythswood Square, Glasgow | 795 | 799 |
Forthstone, Edinburgh | 865 | 866 |
Remington, Houston | 6,448 | 1,286 |
Total rental income from operating leases | 13,197 | 8,403 |
New Amsterdam Invest
Financial Report 2021
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(*€1,000) | 2025 | 2024 |
Rental income UK | 5,792 | 5,919 |
Rental income USA | 12,674 | 5,343 |
Total rental income | 18,466 | 11,262 |
Revaluation of investment property UK | 1,357 | 401 |
Revaluation of investment property USA | -1,704 | 2,386 |
Total revaluations of investment property | -347 | 2,787 |
Investment properties UK | 61,505 | 62,882 |
Investment properties USA | 56,446 | 64,658 |
Total carrying value of investment properties as at 31 | 117,951 | 127,540 |
December |
New Amsterdam Invest
Financial Report 2021
79
Financing of investments
The Group’s 70% class B share in Interra Remington LLC was acquired through the Company’s subsidiary
MACE Investments III USA LLC on 1 November 2024. This investment concerns a commercial property
(“Remington”), based in Houston, Texas USA. The non-controlling interest in the partnership of 30% (class
B) is held by Interra Group.
As part of the acquisition, MACE invested 70% of the initial capital contributions or approximately $ 9.1
million, funded by equity (available cash) and a loan from a related party of $ 5.25 million (€ 4.8 million)
with an annual interest of 5.5%.
In 2023, the Company received a related party loan regarding the investment Interra One Park LLC to the
amount of $ 2.4 million (€ 2.2 million).
These related parties are entities controlled by the members of the Management Board. In total the related
party loans as at 31 December 2025 amount to $ 7.8 million (€ 6,6 million). As at 31 December 2024, the
total amounted to $ 7,7 million (€ 7,4 million). The current account related party relates to accrued interest
on these loans.
Currency exchange transactions
The Company opts to receive cash from and charge group companies in their local currencies, therefore $
and £. As a result, the Company performs spot transactions with some regularity. Generally, these
transactions are carried out with the Company’s house bank. The most important reason to do so is to avoid
bank transaction costs.
During 2025 the Company’s management decided to carry out one spot transaction with a related party
for a total notional amount of $ 1.7 million. The most important reason to do so is to avoid bank transaction
costs.
Hiring of staff
New Amsterdam Invest hires the office manager from an affiliated company owned by the members of the
Management Board. The fee 2025 amounts to € 20k excluding VAT (previous year € 20k).
Office rental
The Company moved its offices at 1 February 2025 from Herengracht 280 at Amsterdam to Herengracht
474 at Amsterdam. The Land Lord since 1 February 2025, is a related party company owned by the 4
members of the Management Board of New Amsterdam Invest N.V.) The yearly rent including service costs
is € 36k.
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Financial Report 2021
80
Statutory seat | 31 December | 31 December | |
2025 | 2024 | ||
Somerset Park B.V. | the Netherlands | 100% | 100% |
Somerset Park Holding UK Ltd | United Kingdom | 100% | 100% |
Somerset Park Holding USA LLC | United States | 100% | 100% |
Somerset Land and Property Ltd | United Kingdom | 100% | 100% |
Glasgow Land and Property Ltd | United Kingdom | 100% | 100% |
Sutherland Land and Property Ltd | United Kingdom | 100% | 100% |
Edinburgh Land and Property Ltd | United Kingdom | 100% | 100% |
Somerset Park Property Management Ltd | United Kingdom | 100% | 100% |
Forthstone Land & Property Ltd | United Kingdom | 100% | 100% |
SP Property Management US LLC | United States | 100% | 100% |
MACE Investments II LLC | United States | 100% | 100% |
Interra One Park Ten LLC | United States | 71.25% | 71.25% |
MACE Investments III LLC | United States | 100% | 100% |
Interra Remington LLC | United States | 70% | 70% |
Somerset Fairfax LLC | United States | 100% | - |
(*€1,000) | 2025 | 2024 |
Audit of the financial statements | 250 | 300 |
Other audit services | - | - |
Tax advisory services | - | - |
Other non-audit services | - | - |
Total | 250 | 300 |
New Amsterdam Invest
Financial Report 2021
81
New Amsterdam Invest
Financial Report 2021
82
Company Financial statements 2025
Company Statement of Financial Position as at 31 December 2025 83
Company Statement of Profit or Loss for the year ended 31 December 2025 84
Notes to the Company financial statements 2025 85
New Amsterdam Invest
Financial Report 2021
83
Company Statement of Financial Position
as at 31 December 2025
Before appropriation of profits
(*€1,000)
Note
31 December
2025
31 December
2024
Assets
Non-current assets
Tangible fixed assets
1
3
Financial fixed assets
1
49,807
43,219
Total non-current assets
49,808
43,221
Current assets
Value added tax receivable
10
52
360
Current account with subsidiaries
1,681
2,381
Other assets and prepaid expenses
89
4
Total receivables
2
1,822
2,745
Cash and cash equivalents
3
3,641
777
Total current assets
5,463
3,522
Total assets
55,271
46,744
Equity and Liabilities
Equity
Share capital
247
247
Share premium
49,172
49,172
Currency translation reserve
-1,101
1,646
Other legal reserves
2,254
868
General reserves
-10,037
-8,636
Result for the year
2,446
2,344
Total equity
4
42,982
45,641
Non-current liabilities
Loans private investors
10,970
-
Total non-current liabilities
10,970
-
Current liabilities
Trade payables
48
132
Tax liabilities
10
152
240
Current account related party
5
141
88
Other short-term liabilities
978
643
Total current liabilities
1,319
1,103
Total liabilities
12,289
1,103
Total equity and liabilities
55,271
46,744
New Amsterdam Invest
Financial Report 2021
84
Company Statement of Profit or Loss
for the year ended 2025
(*€1,000)
Note
2025
2024
Revenues
1,201
921
Expenses
Work contracted out and other external expenses
6
179
166
Wages and salaries
7
450
450
Social security charges
7
52
60
Depreciation expense
1
5
Other expenses
8
801
295
Total expenses
1,484
976
Operating result
-283
-55
Financial income and expense
9
1,170
2,223
Result before tax
886
2,168
Taxation
10
-215
-559
Share in result of subsidiaries
1
1,775
736
Result for the period
2,446
2,344
New Amsterdam Invest
Financial Report 2021
85
Notes to the Company Financial Statements
General information and material accounting policies
Principles for the presentation of the Company accounts
The Company accounts have been prepared in accordance with the provisions of Title 9, Book 2 of the
Dutch Civil Code and the firm pronouncements of the Dutch Accounting Standards as issued by the Dutch
Accounting Standards Board (DASB). The option provided by article 2:362 paragraph 8 of the Civil Code is
applied. This option allows to apply the same principles for determining profit and loss and balance sheet
items (including the principles of accounting for financial instruments under shareholders’ equity or interest-
bearing liabilities) as applied in the consolidated accounts. In addition, the accounting policies listed below
are applied.
Change in comparatives
No changes have been made to the presentation of the financial statements for 2025. Changes have been
made to the comparatives to correct an immaterial prior period error related to the valuation of the
investment properties and the treatment of certain contracted lease incentives in the property valuation
reports for our US properties. This had an impact on company-only net result 2024 of negative € 304k and
on company equity as at 31 December 2024 of negative € 333k. This adjusted treatment is consistently
applied in the financial statements for 2025.
Interests in subsidiaries
The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement
with the subsidiary and has the ability to affect those returns through its power over the subsidiary.
Subsidiaries are recognized from the date on which control is obtained by the Company. They are
derecognized from the date that control ceases.
Investments in subsidiaries are accounted for at net asset value determined in accordance with the
accounting principles as applied in the consolidated financial statements. Under the net asset value method,
the gain or loss of a subsidiary is recognized in the income statement under the Share in result of
subsidiaries and debited or credited to the investment’s carrying value on the balance sheet. The carrying
value of the investment is reduced by any dividends received from the investment. When a subsidiary is
loss-making and the recognition of such losses reduces the carrying value of the investment to zero, further
losses are attributed to any receivables on the investee that form part of the net investment in the
subsidiary. Where the carrying value of the net investment in a subsidiary has been reduced to zero, further
losses are not recognized, unless the Company is liable for the subsidiary under a legal or constructive
obligation arising from a past event, it is probable than an outflow of economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation.
Foreign currency translation differences on investments in subsidiaries with a different functional currency
that the euro, the Company’s functional and presentation currency in these financial statements, are
recognized directly in equity in the foreign currency translation reserve.
Expected credit losses on intercompany receivables
Expected credit losses are recognized on all financial assets in line with the accounting policy on impairment
of financial assets as included in the consolidated financial statements. This includes any intercompany
receivables. In line with the exemption provided by the DASB, however, such expected credit losses on
intercompany receivables are eliminated in these financial statements. The elimination takes place against
the carrying value of the intercompany receivables themselves.
Revenues
For purposes of these financial statements, revenues relate to management fees charged by the Company
to other group companies.
New Amsterdam Invest
Financial Report 2021
86
1. Financial fixed assets
(*€1,000)
Investments
in
subsidiaries
Receivables
from
subsidiaries
Deferred tax
assets
Total
Balance as at 1 January 2024
-
36,615
505
37,120
Investments
-
-
-
-
Loans provided
-
3,239
-
3,239
Share in result
188
852
-
1,039
Foreign exchange differences
-188
2,445
-
2,257
Utilisation of deferred tax asset
-
-
-409
-409
Other
-
-26
-
-26
Balance as at 31 December
2024 / 1 January 2025
-
43,124
96
43,219
Contribution to share premium
24,976
-24,976
-
-
Transfer of negative cumulative
results until 2024
-1,000
1,000
-
-
Loans provided
-
7,655
-
7,655
Share in result
1,775
-
-
1,775
Foreign exchange differences
546
-3,293
-
-2,747
Utilisation of deferred tax asset
-
-
-96
-96
Balance as at 31 December
2025
26,297
23,510
-
49,807
The investments in subsidiaries regard to the Company’s only subsidiary, Somerset Park B.V., located in
Amsterdam, the Netherlands, which was incorporated during 2023 and is wholly owned by the Company.
Upon incorporation, the initial investment in Somerset Park B.V. was nil, as the subsidiary was fully funded
by the Company with an intercompany loan.
On 1 October 2025, the Company entered into a Contribution and Assignment Agreement with its wholly
owned subsidiary Somerset Park B.V., under which it contributed an intercompany receivable of £ 21.8
million or € 25.0 million as share premium. The transaction increases the equity of Somerset Park B.V. and
has no impact on the consolidated result, as it represents an internal capital reorganisation within the
Group. Following this contribution, and given that the investments in subsidiaries are measured using net
assets value method, the cumulative results up to 2024 were transferred to the carrying amount of the
investment. As a result, the net carrying amount of the investment in Somerset Park B.V. amounted to
€ 26.3 million as at 31 December 2025 (as at 31 December 2024, the carrying amount of the investment
in the subsidiary was nil).
Receivables from Group companies include both long and short-term receivables. The portion of receivables
from Group companies that classify as short-term, amounting to € 1,681k as at 31 December 2025 (31
December 2024: € 2,381k) are presented under current assets in the balance sheet under Current account
with subsidiary. Long-term receivables are part of the net investment in the subsidiary since no repayment
date has been agreed and repayment is not foreseen. As a result, foreign exchange differences on such
loans are recognized in equity.
Receivables from subsidiaries carry variable interest rates, which was 4.0% – 4.725% during 2025 (2024:
4.4% – 4.725%).
Deferred tax assets relate to tax losses carried forward. These were largely utilized in 2024. For further
disclosure in this respect, reference is made to note 10 below and note 2 in the consolidated financial
statements.
2. Receivables
For disclosures regarding the VAT receivable position, reference is made to note 3 in the consolidated
financial statements.
Items recognized within other assets and prepaid expenses fall due in less than one year. The fair value of
the receivables approximates the carrying amount in the balance sheet.
New Amsterdam Invest
Financial Report 2021
87
3. Cash and Cash Equivalents
Cash and cash equivalents relate to current bank accounts. These accounts are available for use by the
Company and can be qualified as unrestricted.
4. Equity
(*€1,000)
Share
capital
Share
premium
Currency
translation
reserve
Other
legal
reserves
General
reserve
Result for
the year
Total
Equity
Balance as at 1
January 2024
247
49,762
-610
-
-1,062
-4,907
43,430
Appropriation of prior
year result
-
-
-
-
-4,907
4,907
-
Currency translation
differences
-
-
2,256
-
-
-
2,256
Transfers to (from)
legal reserves
-
-
-
868
-868
-
-
Dividend
-
-590
-
-
-1,769
-
-2,359
Other
-
-
-
-
-30
-
-30
Result for the year
-
-
-
-
-
2,344
2,344
Balance as at 31
December 2024
247
49,172
1,646
868
-8,636
2,344
45,641
Appropriation of prior
year result
-
-
-
-
2,344
-2,344
-
Currency translation
differences
-
-
-2,747
-
-
-
-2,747
Transfers to (from)
legal reserves
-
-
-
1,386
-1,386
-
-
Dividend
-
-
-
-
-2,359
-
-2,359
Other
-
-
-
-
-
-
-
Result for the year
-
-
-
-
-
2,446
2,446
Balance at 31
December 2025
247
49,172
-1,101
2,254
-10,037
2,446
42,982
Share capital and share premium
The Company’s authorized share capital amounts to € 247k, consisting of 6,185,255 ordinary shares with
a nominal value of € 0.04 each. Details on share capital and shares issued during the year can be found in
the consolidated financial statements.
Share capital and share premium are fiscally considered to be fully paid up as at both balance sheet dates.
Legal reserves
The legal reserves consist of:
• Foreign currency translation reserve: This represents the cumulative foreign currency exchange
differences from the translation of the financial statements of foreign subsidiaries.
• Other legal reserves: This pertains to a reserve for subsidiaries, insofar the equity of group companies
is not fully freely distributable due to a revaluation reserve for investment properties at the level of the
subsidiary. This applies to the investment properties in the Group’s UK subsidiaries. As at 31 December
2025, cumulative revaluations for the Travelodge property are positive, for which a legal reserve has
been formed. No reserve for subsidiaries has been formed for positive cumulative revaluations in the
Group’s US subsidiaries since there are no local restrictions on disreputability of unrealized profits.
New Amsterdam Invest
Financial Report 2021
88
Appropriation of result
According to article 25 of the Company’s articles of association, the General Meeting determines the
appropriation of the Company’s net result for the year.
The directors propose to declare a dividend for the year of € 2,359k, which amount is equal to the interim
dividend payments in June and December 2025. The remaining net profit of € 87k will be added to the
general reserve in shareholders’ equity.
5. Current accounts with related parties
As at 31 December 2025, the Company has a liability of € 141k (31 December 2024 € 88k), payable to Van
Dam, Van Dam & Verkade B.V., a private company of the members of the Management Board. This is
presented under the ‘current account related party’ in the statement of financial position.
6. Work contracted out and other external expenses
These expenses regard to expenses of contractors.
7. Personnel expenses
These expenses can be broken down as follows:
(*€1,000)
2025
2024
Gross wages
450
450
Social security charges
52
60
502
510
The Company had no employees during both years presented, other than the Directors. Otherwise, the
Company solely utilized contractors.
For disclosure of the director’s remuneration, reference is made to the consolidated financial statements,
as key management consists of the members of the Management Board only.
8. Other expenses
These expenses can be broken down as follows:
(*€1,000)
2025
2024
General expenses
166
104
Other personnel expenses
85
94
Bank charges
11
13
Administrative & overhead
523
387
Impairment (reversal) of VAT receivable
-
-330
Legal & professional fees
16
27
801
295
The general expenses include the remuneration of the Supervisory Board, which is disclosed in detail in the
consolidated financial statements.
9. Financial income and expense
(*€1,000)
2025
2024
Interest income on loans
1,467
1,954
Interest on bank accounts
-47
112
Exchange differences
-250
157
Total financial income (expense)
1,170
2,223
New Amsterdam Invest
Financial Report 2021
89
10. Taxation and tax liabilities
In 2025, the Company incurred a tax expense of € 215k. Of this amount, € 96k related to utilization of the
deferred tax asset for tax losses carried forward and for the remainder of € 119k pertains to current income
tax, for which an income tax liability has been recognised.
The following table summarizes the tax liabilities of the Company:
(*€1,000)
31 December
2025
31 December
2024
Corporate income tax payable
-
150
VAT receivable
-52
-360
Wage tax payable
20
24
Dividend withholding tax payable
132
66
Total tax liabilities
100
-120
11. Contingencies and commitments
The Company has short service agreements with an ICT provider and a lease of real estate for two
workplaces at our office in Amsterdam.
The rolling service agreement with the ICT provider has an indefinite term. The monthly payment based on
the price level 2025 amounts to € 2,5k (2024: € 2k).
The contract for the two workplaces expired on 31 January 2025. The Company moved to Herengracht 474
at Amsterdam at 1 February 2025. The monthly payment amounts to € 3k. These costs are expensed when
incurred since the Company applies the practical expedient for short-term leases to this contract.
Amsterdam, 20 April 2026
On behalf of New Amsterdam Invest N.V.
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
New Amsterdam Invest
Financial Report 2021
90
Other information
New Amsterdam Invest
Financial Report 2021
91
Appropriation of results
Provisions regarding the appropriation and distribution of results are set out in Article 25 of the Company’s
Articles of Association, an extract of which is included below.
Article 25
25.1 After approval of the Supervisory Board and the meeting of holders of priority shares, the board
of managing directors may decide that the profits realized during a financial year and appearing
from the adopted annual accounts are fully or partially appropriated to increase and/or form
reserves.
25.2 The profits remaining after application of article 25.1 shall be put at the disposal of the general
meeting. The board of managing directors shall make a proposal for that purpose, which proposal has to
be approved by the Supervisory Board and the meeting of holders of priority shares. A proposal to pay a
dividend shall be dealt with as a separate agenda item at the general meeting.
25.3 All shares share equally in all distributions, notwithstanding article 9.6 (for purposes of calculating
distributions, shares which the company holds in its own share capital will be disregarded) and article 36.4
(If a Business Combination has not been entered into, the balance of the Company’s assets after payment
of all debts and the costs of the liquidation shall be distributed to the shareholders (the waterfall)).
25.4 Distributions from the company’s distributable reserves are made pursuant to a resolution of the
general meeting, following a proposal by the board of managing directors thereto, which proposal has to
be approved by the Supervisory Board and the meeting of holders of priority shares.
25.5 Provided it appears from an interim statement of assets signed by the board of managing
directors that the requirement mentioned in article 25.8 concerning the position of the company’s assets
has been fulfilled, the board of managing directors may make one or more interim distributions to the
holders of shares. The board of managing directors shall make a proposal thereto, which proposal has to
be approved by the Supervisory Board and the meeting of holders of priority shares.
25.6 The board of managing directors may, after approval of the Supervisory Board, decide that a
distribution on shares shall not take place as a cash payment but as a payment in shares, or
decide that holders of shares shall have the option to receive a distribution as a cash payment
and/or as a payment in ordinary shares, out of the profit and/or at the expense of reserves,
provided that the board of managing directors is designated by the general meeting pursuant
to article 8.1. The board of managing directors shall determine the conditions applicable to the
aforementioned choices.
25.7 The company’s policy on reserves and dividends shall be determined and can be amended by
the board of managing directors, after approval of the Supervisory Board. The adoption and
thereafter each amendment of the policy on reserves and dividends shall be discussed and
accounted for at the general meeting under a separate agenda item.
25.8 Distributions may be made only insofar as the company’s equity exceeds the amount of the paid
in and called up part of the issued capital, increased by the reserves which must be kept by virtue of the
law or these articles of association.
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Special rights to holders of priority shares
The priority shares are held by the Stichting Prioriteit New Amsterdam Invest (Foundation Priority New
Amsterdam Invest, the Foundation), whose board is composed of the members of the Supervisory Board.
They each have one vote on the board of the foundation.
The Priority Shares held by the Foundation are not admitted to listing. The following decisions of the
Management Board require the approval of the meeting of holders of Priority Shares subject to the approval
of the Supervisory Board:
• the issuance of Shares;
• the restriction or exclusion of pre-emptive rights of Shares;
• the amendment of the Articles of Association;
• the reservation of the profits or the distribution of any profits as it appears from the adopted annual
accounts; and
• the distribution from the Company’s reserves.
The following decisions by the Management Board also require the approval of the meeting of holders of
Priority Shares:
• a proposal to amend the Articles of Association;
• a proposal for legal merger and legal demerger;
• a proposal for Liquidation of the Company; and
• the exercise of voting rights on the shares in a subsidiary of the Company or shares which are
considering a participation (“deelneming”).
In addition to the above approval rights, the meeting of holders of Priority Shares has a binding nomination
right with respect to the appointment of Supervisory Directors. Taken the above into consideration, the
Foundation may also discourage or prevent takeover attempts. Furthermore, the interests of the Foundation
could deviate from the interests of the Company’s other Shareholders.
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Independent auditor’s report
To: the shareholders and Supervisory Board of New Amsterdam Invest N.V.
Report on the audit of the financial statements 2025 included in the annual
report
Our opinion
We have audited the financial statements 2025 of New Amsterdam Invest N.V. based in Amsterdam. The
financial statements comprise the consolidated financial statements and the company financial statements.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
New Amsterdam Invest N.V. as at 31 December 2025 and of its result and its cash flows for 2025 in
accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS)
and with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. the statement of consolidated financial position as at 31 December 2025;
2. the following statements for 2025: the statement of consolidated profit or loss the statement of
consolidated comprehensive income, the statement of consolidated changes in equity and the
statement of consolidated cash flows; and
3. the notes comprising material accounting policy information and other explanatory information.
The company financial statements comprise:
1. The company statement of financial position as at 31 December 2025;
2. The company statement of profit or loss for the year ended 31 december 2025; and
3. The notes comprising material accounting policy information and other explanatory notes.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the
financial statements’ section of our report.
We are independent of New Amsterdam Invest N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’
(Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij
assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the Netherlands. Furthermore we have
complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for
Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. The following information in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole
at € 1.700.000. The materiality is based on a benchmark of total assets (representing 1.25% of reported
total assets) which we consider to be one of the principal considerations for members of the company in
assessing the financial performance of the group. As the performance of the current portfolio of the
company is also an important measure, we applied for certain items in the statement of profit or loss a
lower materiality of € 300,000 based on a benchmark of revenues (representing 1.6% of reported
revenues). We have also taken into account misstatements and/or possible misstatements that in our
opinion are material for the users of the financial statements for qualitative reasons.
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We agreed with the supervisory board that misstatements in excess of € 85.000, which are identified during
the audit, would be reported to them, as well as smaller misstatements that in our view must be reported
on qualitative grounds. For certain items in the statement of profit or loss we agreed to report identified
misstatements in excess of € 15.000.
Scope of the group audit
New Amsterdam Invest N.V. is at the head of a group of components. The financial information of this group
is included in the financial statements of New Amsterdam Invest N.V.
Based on our risk assessment, we determined the nature, timing and extent of audit procedures to be
performed, including determining the components at which to perform audit procedures. Within our audit,
components are determined based on entities within the group with similar characteristics. To appropriately
respond to those assessed risks, we planned and performed further audit procedures.
We identified three different components within the group, based on the internal control environments.
These components are the UK property companies, US property companies and the holding entities amongst
which New Amsterdam Invest N.V. We have performed all audit procedures ourselves and did not make
use of component auditors (including BDO member firms). However, we did engage internal experts from
BDO UK and BDO US on valuations as described in the Key Audit Matter section.
By performing audit procedures ourselves, we covered the whole group. We have performed audit
procedures for all revenues and investment properties. At group level, we assessed the aggregation risk in
the remaining financial information and concluded that the coverage was sufficient.
By performing the procedures mentioned above at components, together with additional procedures at
group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s
financial information to provide an opinion on the financial statements.
Audit approach going concern
As explained in the section ‘Going Concern’ the financial statements and in the section ‘Going Concern’ in
the management report, the board has carried out a going concern assessment for the foreseeable future
and at least twelve months from the date of preparation of the financial statements and has not identified
any events or circumstances that may cause reasonable doubt on the entity's ability to continue as a going
concern (hereinafter: ‘going concern risks’).
Our audit procedures to evaluate the board’s going concern assessment included, amongst others, the
following:
• inquired with key members of management and the Supervisory board to understand the Company’s
ability to continue as a going concern;
• considered whether the board's going concern assessment contains all relevant information that we
have knowledge of;
• Analyzed cash flows from operations, liquidity and solvency ratio’s and assessed whether these or
the development within them are indicating any potential issues regarding the going concern
assumption;
• evaluating the budgeted operating results and related cash flows for the period of at least twelve
months from the date of preparation of the financial statements considering developments in the
industry, other external factors and our knowledge from the audit;
• analyzed whether the current and necessary financing to be able to continue all the business activities
is secured, including compliance with relevant covenants;
• obtaining information from the board about its knowledge of going concern risks beyond the period
covered by their going concern assessment.
Our audit procedures indicated that the going concern assumption used by the board is appropriate and no
going concern risks have been identified.
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Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud and
non-compliance with laws and regulations. During our audit we obtained an understanding of the entity and
its environment and the components of the system of internal control, including the risk assessment process
and management’s process for responding to the fraud risks and monitoring the system of internal control
and how the supervisory board exercises oversight, as well as the results thereof. We refer to section ‘The
company’s response to fraud risk’ of the management board report for further details on this fraud risk
assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud
risk assessment, as well as among others the code of conduct and the insider dealing code. We have
communicated significant deficiencies in internal control in writing to management and the supervisory
board.
As part of our process of identifying risks of material misstatements of the financial statements due to
fraud, we evaluated fraud risk factors with respect to fraudulent financial reporting, misappropriation of
assets and bribery and corruption. We evaluated whether these fraud risk factors indicate that a risk of
material misstatement due fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other
audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.
We considered available information and made enquiries of relevant executives, management and the
supervisory board. Our audit procedures did not lead to indications or suspicions for fraud, potentially
resulting in material misstatements.
The fraud risks identified by us and the specific procedures performed are as follows:
THE FRAUD RISK OF MANAGEMENT OVERRIDE OF CONTROLS
Description:
Management is in a unique position to perpetrate fraud because management
is able to manipulate accounting records and prepare fraudulent financial
statements by overriding controls that otherwise appear to be operating
effectively.
Therefore, in our audit, we paid attention to the risk of management override
of controls for:
• journal entries and other adjustments made throughout the year and
during the course of preparing the financial statements;
• estimates and estimation processes;
• significant transactions outside the ordinary course of business;
• related party transactions.
In this context, for New Amsterdam Invest N.V. we have identified fraud risks
in:
• the existence of revenues, for which we refer to the fraud risk below;
• potential overstatement and/or payment of non-existent expenses
initiated by management for own personal gain, for which we refer to the
fraud risk below;
• the valuation of investment property because of the various assumptions
used in the fair value measurement, for which we refer to the key audit
matter section below;
• potential related party transactions being not at arms’ length and
appropriate disclosures being insufficient.
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Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
• making inquiries with, and sought written representations from
management and the supervisory board in relation to any actual,
suspected or alleged instances of management override of controls;
• inspecting minutes of meetings of those charged with governance;
• evaluating the design and existence of internal control measures in the
processes for generating and processing journal entries and making
estimates, assuming a risk of management override of controls of that
process;
• We selected journal entries based on risk criteria. Where we identified
instances of unexpected journal entries or other risks, we performed
additional testing of transaction back to source information. We also paid
attention to significant transactions outside the ordinary course of
business;
• We identified and selected journal entries and other adjustments made
at the end of the reporting period for testing, including top side entries
outside of the financial administration.
• assessing the judgments made by management when making key
accounting estimates and judgments, and challenging management on
the appropriateness of these judgments, specifically around the
aforementioned valuation risk, see separate Key Audit Matter;
• performing a test of detail of expenses and investigating corroborative
evidence;
• evaluating whether business purpose for significant unusual transactions
indicated that transactions may have been entered into to engage
fraudulent financial reporting or to conceal misappropriation of assets;
• evaluating all (significant) related party transactions and assessing if the
conditions of these transactions are at arms’ length and if these are
properly disclosed;
• remaining alert for indications of fraud throughout our other audit
procedures and evaluated whether identified findings or misstatements
were indicative of fraud.
Our audit procedures did not reveal any specific indications of fraud or suspicions
of fraud in respect of management override of controls, potentially resulting in
material misstatements.
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THE RISK OF FRAUDULENT FINANCIAL REPORTING DUE TO OVERSTATEMENT OF REVENUES
Description:
We recognized the risk of fraud in revenue recognition. This relates to the
presumed management incentive that exists to overstate revenue.
The majority of the Group’s revenue relates to the rental income, which is
recognized straight-lined over the duration of the relevant lease.
The service charge income is recognized as control over the service is transferred
to the tenant, which is evenly over time of the service rendered as the tenant
simultaneously receives and consumes the benefits from the provided service.
Considering the above, there is limited risk of management manipulation.
Rather, the risk of fraud in revenue recognition is focused on the accounting for
incidental (i.e. incentives) and variable components of contracts and cut-off of
revenue.
Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
• evaluating the revenue recognition policies for all material streams of
revenue to ensure these were in accordance with IFRS 16 Leases for the
rental income and in accordance with IFRS 15 Revenue from Contracts
with Customers for the service charge income;
• evaluating the design and implementation of the Group’s internal control
measures relating to the recognition of revenue;
• testing the appropriateness of journal entries made throughout the period
which met specific risk-based criteria, including manual journal entries
over revenue;
• performing an (integral) test of detail on leases, including testing
accuracy of prices and other contractual conditions, cut-off testing as well
as testing accuracy and completeness of the accounting treatment of
incentives and/or variable components and accuracy and completeness
of capacity and vacancies of the properties;
• tested whether unauthorized credit notes have been recorded in the
following financial year that may give an indication of incorrectly booked
revenue in the current financial year;
• performing cut-off testing to ensure revenue transactions have been
recorded in the correct reporting period.
Our audit procedures did not reveal any specific indications of fraud or suspicions
of fraud in respect of fraudulent financial reporting due to overstatement of
revenues, potentially resulting in material misstatements.
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THE FRAUD RISK IN THE PURCHASE-TO-PAY PROCESS
Description:
We have identified a fraud risk concerning the purchase-to-pay process. In this
risk we consider the possibility that fictitious expenses are recorded, expenses
are overstated and payments are made to the wrong creditors / bank accounts.
Our audit approach
and observations:
In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
• held discussions with management and the Supervisory board of New
Amsterdam Invest N.V. to consider any known or suspected instances of
fraud;
• evaluating the design and implementation of the Group’s internal control
measures relating to the purchase-to-pay process;
• testing the appropriateness of journal entries made throughout the period
which met specific risk-based criteria, including manual journal entries
over expenses;
• performing a test of detail on recorded expenses and investigating
corroborative evidence;
• performing data analytics testing on outgoing payments based on pre-
defined risk-based criteria;
• remaining alert for indications of fraud throughout our other audit
procedures and evaluated whether identified findings or misstatements
were indicative of fraud.
Our audit procedures did not reveal any specific indications of fraud or suspicions
of fraud in respect of overstating or non-existence of expenses, potentially
resulting in material misstatements.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matters to the supervisory board.
The key audit matters are not a comprehensive reflection of all matters discussed.
The key audit matter “Accounting for the acquisition of new property and the share based payment
charge”, which was included in prior year’s auditor report is not considered a key audit matter for this
year, since this was a one time transaction in previous financial year.
VALUATION OF INVESTMENT PROPERTIES
Description:
The carrying amount of investment properties of New Amsterdam Invest N.V.
amounts to 87% of the consolidated balance sheet total as per 31 December
2025 (€ 118 million), disclosed in Note 1.
The investment property is measured at fair value whereby in accordance with
New Amsterdam Invest N.V.’s valuation policy the value of all investment
properties is periodically determined by external appraisers.
Parameters, assumptions and estimates by management and their engaged
experts are used in determining the fair value of investment property. Due to
the inherently high degree of subjectivity of estimates in the fair value
determination, we considered the valuation of investment property as a key
audit matter in our audit.
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Our audit approach
and observations:
▪ In response to the assessed fraud risk, our audit procedures included, amongst
others, the following:
• testing the design and implementation of internal controls relating to the
valuation of property, including internal assessment of reports from
appraisers;
• assessing the competence, capacity and objectivity of external
appraisers;
• involving our real estate valuation specialists in the United States and the
United Kingdom, in the review and testing of models, parameters,
assumptions and estimations used in the valuation. In addition, we
agreed the underlying lease contracts to the valuation reports to test the
input data used by the appraisers;
• paying specific attention to (significant) valuation results compared to
prior year balance valuations, as determined by the external appraiser;
• evaluating whether the disclosures are in accordance with requirements
of the applicable financial reporting framework relevant to the valuation
of property and whether significant judgments by management are
disclosed and particularly whether disclosures adequately convey the
degree of estimation uncertainty and the range of possible outcomes.
▪
Our audit procedures did not reveal any specific findings with regard to the
valuation of investment properties, potentially resulting in material
misstatements.
DEVELOPING CONTROL ENVIRONMENT
Description:
Following the completion of the "Business Combination" in financial year 2023,
New Amsterdam Invest N.V. ceased to be a SPAC (Special Purpose Acquisition
Company).
The company began a process of developing its internal control environment to
improve its level of control, which is more fitting for a listed company with
operating activities. However, we identified multiple significant deficiencies in
the control environment of New Amsterdam Invest N.V. These deficiencies
increase the risk of a material misstatement in the financial statements as a
whole. Identified significant deficiencies have been addressed by the risks as
described above in the fraud risk section and the key audit matter section.
Our audit approach:
Our audit approach included an assessment of the controls that management
relies on for financial reporting through an interim audit. The purpose of our
interim audit was to assess the level of the internal control environment of New
Amsterdam Invest N.V.
We inquired with the Supervisory Board and evaluated its assessments with
regards to the developing control environment. Also considering the relative
small size of the company and the type of operations, for which parts of the
company’s operations are outsourced with professional service organizations
(property managers).
Since we have findings in the internal control environment we decided to perform
a substantive audit approach.
During our audit we identified a matter regarding the accounting treatment of
lease incentives for the two investment properties in the US that required our
attention, the impact has been discussed with the management and supervisory
board and the effects were adjusted in the financial statements. The impact is
disclosed by management in notes to the consolidated financial statements
under ‘Change in presentation and comparatives’.
Nonetheless management acknowledges that, for a scalable organization, there
is further room for improvement in the control environment.
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Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains
other information that consists of:
• Management board report.
• The section “Governance” that includes, among others the sections:
➢ Supervisory board report.
➢ Remuneration report.
➢ Corporate governance.
➢ Risk management and control.
➢ Statements from the Management Board.
• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements;
• contains all the information regarding the management report and the other information as
required by Part 9 of Book 2 of the Dutch Civil Code as well as the information as required by
Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, we have considered whether the other information contains
material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section
2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures
performed is substantially less than the scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the management report
in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of
Book 2 of the Dutch Civil Code. Management is also responsible for the preparation of the remuneration
report in accordance with Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the General Meeting as auditor of New Amsterdam Invest N.V. on 5 November 2021,
as of the audit for the year 2021 and have operated as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
New Amsterdam N.V. has prepared its annual report in ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of
a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the (partly) marked-up consolidated
financial statements as included in the reporting package by New Amsterdam Invest N.V., complies in all
material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into one single reporting
package.
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Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N 'Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included among others:
▪ obtaining an understanding of the entity's financial reporting process, including the preparation of the
reporting package;
▪ identifying and assessing the risks that the annual report does not comply in all material respects with
the RTS on ESEF and designing and performing further assurance procedures responsive to those risks
to provide a basis for our opinion including:
➢ obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance document and the XBRL extension taxonomy files have
been prepared in accordance with the technical specifications as included in the RTS on ESEF;
➢ examining the information related to the consolidated financial statements in the reporting package
to determine whether all required mark-ups have been applied and whether these are in accordance
with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the preparation of
the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned,
management should prepare the financial statements using the going concern basis of accounting, unless
management either intends to liquidate the company or to cease operations, or has no realistic alternative
but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identified misstatements on our opinion.
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We have exercised professional judgement and have maintained professional scepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
▪ identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
▪ obtaining an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control;
▪ evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;
▪ concluding on the appropriateness of management’s use of the going concern basis of accounting, and
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going concern;
▪ evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; and
▪ evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units within the group as a basis for
forming an opinion on the financial statements. We are also responsible for the direction, supervision and
review of the audit work performed for purposes of the group audit. We bear the full responsibility for the
auditor's report.
We communicate with the supervisory board regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant findings in internal control that we
identify during our audit. In this respect we also submit an additional report to the audit committee in
accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-
interest entities. The information included in this additional report is consistent with our audit opinion in
this auditor’s report.
We provide the supervisory board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amstelveen, 20 April 2025
For and on behalf of BDO Audit & Assurance B.V.,
M.N. Wang MSc RA
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Contact Information
Herengracht 474
1017 CA Amsterdam
For Investers:
T: +31(0)20 – 854 6168
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For Press:
T: +31(0)6- 10942514
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