Independent auditor’s report
To: the shareholders and the Supervisory Board of Vebego Group B.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 Vebego Group B.V., based in Voerendaal.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of Vebego Group B.V. as at 31 December 2025, and of its result for 2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
The consolidated balance sheet as at 31 December, 2025.
The following statements for the year ended 31 December, 2025: the consolidated profit and loss account, consolidated statement of comprehensive income 2025, and consolidated cash flow statement.
The notes comprising a summary of the accounting policies and other explanatory information.
The company financial statements comprise:
The company balance sheet as at 31 December, 2025.
The company statement of profit or loss 2025.
The notes comprising a summary of significant accounting policies and other explanatory information.
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 Vebego Group B.V. in accordance with 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.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. 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 risks of fraud and monitoring the system of internal control and how those charged with governance exercise oversight, as well as the outcomes. We evaluated the existing fraud prevention paper and made inquiries with management, those charged with governance and others within the group, including but not limited to Risk & Compliance department.
We evaluated the design and relevant aspects of the system of internal control and in particular the Vebego code of conduct, whistle blower procedures and incident registration. We evaluated the design and the implementation, of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.
We identified the following fraud risks and performed the following specific procedures:
We presume a risk of material misstatement due to fraud related to management override of controls. Management is in a unique position to perpetrate fraud because of management's ability to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively.
We presume a risk of material misstatement due to fraud related to manual adjustments in revenue. We assessed that the risk of material misstatement to revenue recognition, which could materially impact the financial statements, is related to manual adjustments in revenue.
In response to these identified risks, we performed the following procedures:
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 the Board of Directors, the management of the local companies, the Risk & Compliance department and the Supervisory Board.
We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements.
We traced and agreed manual revenue adjustments recorded in the general ledger to supporting documents.
We evaluated whether the selection and application of accounting policies by the entity, particularly those related to subjective measurements and complex transactions, may be indicative of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud. We performed a retrospective review of management judgments and assumptions related to significant accounting estimates reflected in prior year financial statements. Impairment testing of intangible and fixed assets is a significant area to our audit as the determination whether these assets are not carried at more than their recoverable amounts is subject to significant management judgment.
For significant transactions outside the normal course of business we evaluated whether the business rationale of the transactions suggests that they may have been entered into to engage in fraudulent financial reporting or to conceal misappropriation of assets.
This did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the entity through discussion with the Board of Directors, reading minutes and reports of the Risk & Compliance department.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably vary, we considered the following laws and regulations: (corporate) tax law and the requirements under Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognized to have a direct effect on the financial statements.
Apart from these, Vebego Group B.V. is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.
Given the nature of Vebego Group B.V.’s business and the complexity of these other laws and regulations, there is a risk of non-compliance with the requirements of such laws and regulations.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the operating aspects of the business, to Vebego Group B.V.'s ability to continue its business, or to avoid material penalties (e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations) and therefore non-compliance with such laws and regulations may have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements. Our procedures are limited to (i) inquiry of management, those charged with governance, the Board of Directors and others within Vebego Group B.V. as to whether Vebego Group B.V. is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and regulations have been disclosed to us.
Audit approach going concern
Our responsibilities, as well as the responsibilities of the Board of Directors and the Supervisory Board, are described in the “Description of responsibilities regarding the financial statements” section below. In fulfilling our responsibilities, we have performed the following procedures including:
We have obtained the Board of Directors’ assessment of the entity’s ability to continue as a going concern for a period of at least twelve months from the date of the financial statements. We have considered whether this assessment includes all relevant information of which we are aware as a result of the audit.
We have inquired of the Board of Directors as to their knowledge of events or conditions beyond the period of the going concern assessment that may cast significant doubt on the entity’s ability to continue as a going concern and the key assumptions on which the going concern assessment is based.
We evaluated the future cash flow assessment of Vebego Group B.V. for a period of at least twelve months from the date of the financial statements. We have considered whether this assessment includes all relevant information of which we are aware as a result of the audit.
As part of our procedures, we evaluated whether sufficient appropriate audit evidence has been obtained, and have concluded on, the appropriateness of management’s use of the going concern basis of accounting in the preparation of the consolidated financial statements. Based on these procedures, we did not identify any reportable findings related to the entity’s ability to continue as a going concern.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our auditor's report thereon.
The other information consists of:
Board's Report.
Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
Message from the Supervisory Board.
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.
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 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.
The Board of Directors is responsible for the preparation of the other information, including the Board's Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on legal and regulatory requirements and SBR
Standard Business Reporting, SBR
Vebego Group B.V. has prepared its annual report in iXBRL format. The requirements for this are set out in the Regulatory Technical Standard (RTS) of the SBR Trade Register domain (hereinafter: the RTS on SBR).
In our opinion, the annual report prepared in XHTML format, including the (partly) marked-up financial statements as included in the reporting package by Vebego Group B.V., complies in all material respects with the RTS on SBR.
The Board of Directors is responsible for preparing the annual report including the financial statements in accordance with the RTS on SBR, whereby management combines the various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on SBR.
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 amongst 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 SBR 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 and the XBRL extension taxonomy files has been prepared in accordance with the technical specifications as included in the RTS on SBR; - examining the information related to the 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 SBR.
Description of responsibilities regarding the financial statements
Responsibilities of Board of Directors and the Supervisory Board for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, Board of Directors and Supervisory Board are responsible for such internal control as Board of Directors and Supervisory Board determine what 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, Board of Directors and Supervisory Board are responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, Board of Directors and Supervisory Board should prepare the financial statements using the going concern basis of accounting unless Board of Directors and Supervisory Board either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
The Board of Directors 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 responsibility 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.
We have exercised professional judgment 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 company's internal control.
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Board of Directors and Supervisory Board.
Concluding on the appropriateness of Board of Directors and Supervisory Board'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 company'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 the company to cease to continue as a going concern.
Evaluating the overall presentation, structure and content of the financial statements, including the disclosures.
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 Board of Directors and 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 identified during our audit.
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.
Eindhoven, 19 May, 2026
Deloitte Accountants B.V.
R.H.M. Hermans