Notes to the Company Financial Statements

26 General information

The company financial statements have been prepared in accordance with the statutory provisions of Part 9, Book 2, of the Dutch Civil Code and the financial reporting requirements as set forth in the Guidelines for Annual Reporting in the Netherlands.

Since the income statement for 2023 of Koninklijke HaskoningDHV Groep B.V. is included in the consolidated financial statements, an abridged income statement has been disclosed (in the company financial statements) in accordance with Art. 2:360 part 1, of the Dutch Civil Code. 

The accounting policies for the company financial statements and the consolidated financial statements are the same. Participating interests in group companies are accounted for in the Company financial statements according to the equity accounting method on the basis of net asset value. For details we refer to the accounting policy for financial fixed assets in the consolidated financial statements (note 2.8). 

As per year end, the financial instruments that have the legal form of equity, are presented in the equity of the company financial statements. 

The share of result of participating interests concerns the Company’s share of the profit or loss of these participating interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered as not realised. 

For accounting policies for the company balance sheet and income statement, reference is made to the notes to the consolidated balance sheet and income statement in the Notes to the Consolidated Financial Statements.

The number of employees per end of year was 3 (2022: 3). All employees are located in the Netherlands.

27 Intangible fixed assets

Movements in intangible fixed assets can be broken down as follows:

At each balance sheet date, the Group tests whether there are any indicators of intangible assets being subject to impairment. If any such indicators exist, the Group carries out impairment tests on capitalised goodwill, based on the estimated cash flows of the related cash generating unit (CGU). The CGU, defined as Business Unit or entity represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. The recoverable amount of the relevant CGU is determined based on their value in use. Determination of the value in use is performed by using estimated future cash flows based on historical performance and expected future market developments, budget 2024 and further financial projections for four or seven years, depending on the business profile of the CGU. Cash flows after five or eight years, depending on the business profile of the CGU, are extrapolated by a perpetual growth rate to calculate the terminal value. 

To calculate the present value of the estimated future cash flows, pre-tax discount rates have been applied, however, since tax is included in our cash flows, post-tax discount rates are considered. 

Above mentioned tests did not result in an impairment of any intangible fixed assets.

28 Financial fixed assets

Movements in financial fixed assets can be broken down as follows:

The fair value of the financial fixed assets approximates the carrying amount.

Participating interests

Koninklijke HaskoningDHV Groep B.V. can not be held fully or partially liable for the debts of associates.

In the other movements the remeasurement of the United Kingdom pension fund is included (-€1.9 million (2022: +€6.4 million)). 

The participating interests are 100% related to group companies. For an extensive list of participating interests we refer to the Appendix.

Loans to participating interests

Receivables from participating interests includes loans to:

• • RHDHV Mijnbouw Delft B.V. of €22.3 million (2022: €10.9 million), bearing €STR + 1.25% interest;

  • HaskoningDHV UK Holdings Ltd. of €3.4 million (2022: €3.3 million), bearing SONIA + 2.0% interest;

  • Haskoning International B.V. of €2.1 million (2022: €1.1 million), bearing €STR + 2.0% interest;

  • HaskoningDHV Consulting Pvt. Ltd. of €2.0 million (2022: €2.2 million), bearing Base Lending Rate + 2.0% interest;

  • InterVISTAS Holding Inc. (HaskoningDHV Canada Holding Inc.) of €0.3 million (2022: €0.7 million), bearing Canadian Prime Rate + 2.0% interest;

  • Lanner Inc. of €0.1 million (2022: €0.4 million), bearing SOFR + 3.0% interest.

The loans are provided for funding and cash management purposes. All loans are payable at end date, but may be prolonged. Nothing has been agreed in respect of securities. All loans are at arm’s length. 

The interest income on loans to associates amounted to €1.4 million (2022: €0.7 million).

Loans to non-group companies

The addition is related to Royal HaskoningDHV Pty.Ltd. becoming a local company, majority owned by management and employees. This will provide the flexibility and independence it needs to pursue profitable markets that are outside the strategy of our global operation. We have therefore deconsolidated our South African operation as of December 31, 2023 (see note1.3).

29 Receivables

Amounts owed from participating interests, like joint ventures, are treated similar to trade receivables; no interest is charged. All receivables fall due in less than one year. The fair value of the receivables approximates the carrying amount due to their short-term character.

Loans owed from participating interests includes loans to:

• Hydroinformatics Institute Pte. Ltd. of €1.8 million (2022: €0.7 million), bearing SORA + 5.0%;

• HaskoningDHV Polska Sp. z o.o. of €0.5 million (2022: €1.1 million), bearing 1m WIBOR + 1.5%;

• Districon Solutions North America LLC of €0.4 million (2022: €0.3 million), bearing SOFR + 2.0%;

• HaskoningDHV Nederland B.V. of €0.1 million (2022: €15.0 million), bearing SOFR + 2.5%.

The short-term loans are provided for funding and cash management purposes. All loans are payable at end date, but may be prolonged. Nothing has been agreed in respect of securities. All loans are at arm’s length.

The interest income on loans owed from participating interests amounted to €0.3 million (2022: €0.2 million).

30 Cash and cash equivalents

The cash and cash equivalents include an amount of €10.0 million parked on an escrow account. This is related to the South African operation becoming independent. This amount is not immediately accessible. The amount was released again in January 2024.

The cash and cash equivalents balance include deposits of €26.0 million (2022: €36.0 million), with a maximum term of maturity of 12 months. These deposits are not immediately accessible.

31 Shareholders' equity

The authorised and issued share capital amounts to €5,219,858, divided into ordinary shares of €1.00 each, split by A and B class shares (with equal voting rights). For further information regarding the shareholder structure we refer to the Appendix

Depositary receipts (DRs) of the B class shares are sold to employees during an annual trade round. In the event that more DRs are offered than requested by employees in any future year, there is an intention to buy back DRs by Stichting Administratiekantoor HaskoningDHV (the “Trust Office”). The maximum percentage of the total number of A and B-shares in Koninklijke HaskoningDHV Groep B.V. that can be bought back is annually determined by the Executive Board and subject to approval of the Supervisory Board. The Annual General Meeting finally approves the yearly percentage.

During the annual trade rounds in May and October 2023 the Trust Office sold a balance of 64,772 DRs to employees (96,981 DRs sold and 32,209 DRs purchased). 

Subject to adoption of the financial statements 2023 by the Annual General Meeting, the price will rise by 9.0% to €45.53 per B class share. Including the proposed dividend of €4.75 per B class share the total return for the DR holders is 20.4%.

The movement in DR's managed by Stichting Adminstratiekantoor HaskoningDHV is as follows:

Statement of changes in shareholders' equity

Movement of shareholders' equity can be broken down as follows:

Movements in last year's shareholders' equity can be broken down as follows:

The reconciliation of the statutory and consolidated equity of Koninklijke HaskoningDHV Groep B.V. is as follows:

The reconciliation of the statutory and consolidated result of Koninklijke HaskoningDHV Groep B.V. is as follows:

We have included DHV Education Foundation as a consolidated company, given the fact that we have control. In the company statements, DHV Education Foundation is not included. In above tables you can see the effect of this exclusion. DHV Education Foundation will be dissolved in 2024.

Foreign currency translation reserve

Exchange gains and losses arising from the translation of foreign operations from functional to reporting currency are accounted for in this statutory reserve. The foreign translation reserve of €9.1 million includes a.o. investments in South Africa  and Turkey.

Legal and Statutory reserves

The legal reserve for participating interests which amounts €2.8 million (2022: €3.0 million) pertains to participating interests that are measured at net asset value. The reserve is equal to the share in the results and direct changes in equity (both calculated on the basis of the Company’s accounting policies) of the participating interests since the first measurement at net asset value, less the distributions that the Company has been entitled to since the first measurement at net asset value, and less distributions that the Company may effect without restrictions. As to the latter share, this takes into account any profits that may not be distributable by participating interests that are Dutch limited companies based on the distribution tests to be performed by the management of those companies. The legal reserve is determined on an individual basis. 

A legal reserve has been formed for capitalised development costs of €6.9 million (2022: €6.2 million). The reserves required under the articles of association (€0.3 million) (2022: €0.3 million) are related to Portugal, Belgium and China.

Other reserves

Included in the line other movements in other reserves is the Defined Benefit Pension Plan United Kingdom. The movement relates to the net balance of actuarial gains and losses, after deduction of deferred tax, in respect of the closed pension scheme in the United Kingdom, which has been directly charged to the reserves. Further reference is made to note 12.

Proposed profit appropriation

Given the profit over 2023, the Executive Board proposes that a dividend of €4.75 per B class share will be distributed to holders of B class shares, representing a value of €2,386,870. Due to the depositary receipts Rules and Regulations this dividend will be distributed to the depositary receipt holders on a one-to-one basis.

The Executive Board proposes that no dividend will be distributed to the A class shares (see also Dividend per share). The remaining profit of €22,402,130 will be added to the other reserves.

* In 2022 dividend on B shares was 50% of net result in €

32 Provisions

Movements in provisions can be broken down as follows:

All provisions qualify as long-term (in effect for more than one year).

Long-term employee benefits

This item relates to future long-service awards. The provision for long service relates to payments to employees on the basis of years of service. The provision reflects the estimated amount of the long-service awards in the future.

The calculation is based on commitments made, retention rates and ages. For key assumptions in the calculations, we refer to note 12.

Other provisions

The release in other provisions is related to a tax provision for foreign operations. The addition is related to the carve-out of South Africa and the South African operation becoming independent.

The expected utilisation period of this provision is between one and five years.

33 Non-current liabilities

Movements in non-current liabilities can be broken down as follows:

Repayment obligations falling due within 12 months are included in current liabilities (note 34). This relates to an amount of €2.2 million (2022: €0.0 million) in Other long-term liabilities.

The addition is related to the carve-out of South Africa and the South African operation becoming independent.

34 Current liabilities

All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the carrying amount due to their short-term character. 

35 Commitments and contingencies not included in the balance sheet

At December 31, 2023 the company had contingent liabilities in respect of guarantees provided to third parties in the ordinary course of business to the value of €7.1 million (2022: €7.3 million). 

Koninklijke HaskoningDHV Groep B.V. has issued a corporate guarantee to Castor (Amersfoort) B.V., in which it guarantees the fulfilment of the rental obligations related to the head office in Amersfoort. The guarantee amounts to a rental period of maximum five years and the term of the guarantee is equal to that of the lease.

36 Tax group liabilities

Together with its Dutch subsidiaries, the Company forms a fiscal unity for corporate income tax purposes and value-added tax; the standard conditions stipulate that each of the companies is liable for the tax payable by all companies belonging to the fiscal unity.

Recharges between the Company and its subsidiaries are settled through current account positions. The following method is applied with regard to recharges/allocation of corporate income taxes within the fiscal unity: 

Because the Company recharges corporate income taxes within the fiscal unity under the assumption that all group companies are independent tax entities, all deferred tax positions, both deferred tax assets and deferred tax liabilities, are in principle deferred receivables and deferred liabilities of these group companies to the Company.

37 Joint and several liabilities and guarantees

The company has issued no declarations of joint and several liabilities for debts arising from legal acts of Dutch consolidated participating interests.

Amersfoort, the Netherlands
March 14, 2024