DGB Group
ANNUAL REPORT 2024
4
Table of
contents
DGB
History
Market
& trends
Important
highlights
Corporate
governance
Financial
statements
19
31
8 47
78
INTRODUCTION
DGB Group at a glance
Director's Report
IMPORTANT HIGHLIGHTS
WHO WE ARE; WHAT WE DO
About us
Business model
Reduction and compensation
Project status process
DGB History
Board of directors
Company structure
Shareholding structure
Share structure
Dividend policy
Group activities: Project development
Group activities: Supply and services
Group activities: Greentech
Our partners and customers
STRATEGIC PILLARS, PURPOSES & GOALS
Our goal
Our purpose
Our values
Our vision and principles
MARKETS & TRENDS
RISK FACTORS
Risk factors
Strategic and business risk
Operational risk
Financial risk
Governance risk
CORPORATE GOVERNANCE
Corporate Governance
Board structure
Board committees
Compliance with the Dutch Corporate
Governance Code
REMUNERATION REPORT
Remuneration report
Key considerations
Primary remuneration elements for 2024
Scope
Objectives
Summary of Board of Directors’ remuneration
Outlook for 2025
COMPLIANCE
Statement by the Board of Directors
PROJECT PIPELINE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS - COMPANY ONLY
SUSTAINABILITY REPORTING
Sustainability goals
OUTLOOK
Carbon market outlook
Carbon credit price outlook
High-quality credits
Project locations and diversification
TERMINOLOGY & DEFINITIONS
OTHER INFORMATION
DISCLAIMER
CONTACT INFORMATION
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78
151
176
177
178
179
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181
182
183
190
200
201
Project
Pipeline
58
Outlook
180
Business
model
16
Introduction
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Our purpose is to make nature
flourish and prosper
Selwyn Duijvestijn
CEO
INTRODUCTION
4
DGB Group at a glance
DGB Group is one of the fastest-growing companies in the carbon marketplace. DGB is a purpose-driven project developer specialising in nature-based solutions, managing high-quality projects that emphasise
ecosystem restoration, biodiversity enrichment, and livelihood improvement.
Through our projects, products, and services, we aid companies in understanding and committing to environmental goals, assessing their environmental footprint, developing strategies for environmental solutions,
and communicating their progress on sustainability transparently.
We are a purpose-driven, for-profit organisation with a boots-on-the-ground approach focused on bringing excellence to the development and operation of carbon projects.
We develop high-quality, large-scale carbon, plastic and biodiversity projects accredited by leading verification standards.
We focus on nature conservation and helping biodiversity flourish by assisting governments, businesses, and individuals in achieving net zero via verified emission reduction units.
DGB is an impactful, global company listed on the Amsterdam Euronext stock exchange with ticker code AEX:DGB and ISIN-code NL0009169515.
INTRODUCTION
5
Objectives and Core Activities
DGB Group N.V. is a project developer listed on Euronext Amsterdam,
specializing in the origination of environmental commodities through large-scale
nature restoration. Its core business is the development of high-integrity carbon
credits and other verified natural assets that contribute to environmental action
and ecosystem recovery.
Operating globally, with a current strong operational footprint in Africa and
Asia, DGB partners with local communities to deliver impactful reforestation
and conservation initiatives. The Group also offers digital tools, such as the CO₂.
expert platform, which helps businesses calculate their carbon footprint and
manage offset strategies efficiently.
DGB’s impact is rooted in community-led, high-integrity projects. In 2024,
millions of trees were planted, and emissions were avoided through cookstove
distribution. Projects directly contribute to the Sustainable Development Goals
(SDGs) and benefit local communities with jobs, water access, nurseries, and
education. The company fosters diversity, transparency, and inclusion, with no
reported human rights or compliance violations. ESG reporting is being scaled in
preparation for CSRD, and DGB has initiated the process to become a certified B
Corporation, further strengthening its commitment to measurable, accountable
sustainability
2024 marked a pivotal year for DGB Group. The company successfully issued its
first verified carbon credits from an in-house project by securing Gold Standard
certification for its energy-efficient cookstove initiative. In addition, two of its
reforestation projects (Hongera in Kenya and Greenzone in Cameroon) were
formally validated, demonstrating DGB’s growing project maturity and credibility.
In early 2025, the Bulindi Chimpanzee Habitat Project in Uganda was also
validated, further strengthening the company’s project pipeline.
During the year, DGB expanded its environmental scope into plastic recovery
and biodiversity credits, while strategically divesting 40% of its stake in Corekees
Directors’ Report 2024
to sharpen focus on core operations. Significant investments were made in scaling
internal capacity and advancing technological infrastructure to support long-term
growth.
Organizational Structure and Governance
DGB operates a streamlined legal structure centered around project-focused
execution. While retaining full control over project standards, data integrity,
certification, and impact measurement, the company collaborates with a trusted
network of contractors and subcontractors for on-the-ground activities such as
fieldwork, planting, and community engagement. This hybrid model ensures cost-
efficiency and scalability while retaining strict central control. The legal entity
structure is kept lean to allow operational focus and cost control, with project-level
execution supported by vetted subcontractors under DGB’s direct oversight.
Governance at DGB follows a one-tier board model. As of 2024, the sole statutory
director is CEO Selwyn Duijvestijn. In line with the governance roadmap presented
at the 2023 Annual General Meeting, the company plans to expand the Board in the
second half of 2025 to include at least two independent non-executive directors
and potentially an executive director from senior management. This expansion will
further strengthen oversight, strategic alignment, and stakeholder accountability.
As a subsequent event in 2025, share-based incentives under the Long-Term
Incentive (LTI) plan were granted through treasury shares. DGB also continues
to uphold a strong commitment to transparency and stakeholder engagement,
regularly hosting investor webinars, facilitating community meetings at project
sites, and participating in public forums to report on progress and gather feedback.
Financial Results and Developments
In 2024, DGB Group successfully completed its first external audit of financial
statements since 2018, an important milestone in the company’s ongoing
professionalisation. Conducted by GCP Auditors, the audit reaffirms DGB’s
commitment to transparency, accountability, and high-quality financial reporting.
As part of this process, DGB adopted a cost-based accounting standard for project
valuation across its entire portfolio. This methodology aligns with conservative
international financial reporting practices under IFRS and ensures that only
realised outcomes, such as verified carbon credit issuances or contracted sales,
are recognised in the Company’s financial statements. This approach enhances
transparency, strengthens financial governance, and reinforces DGB’s commitment
to accountability as a publicly listed company on Euronext Amsterdam.
In 2024, DGB Group reached an operational milestone by generating its first
revenue from the issuance of verified carbon credits. This achievement marked the
company’s successful transition from a development-stage venture to a revenue-
generating enterprise, validating the scalability and integrity of its business model.
Despite this progress, DGB reported a net loss of € 4,339 thousand for the year,
primarily driven by continued strategic investments in project development,
technological infrastructure, and team expansion to support future growth. This
compares to a net loss of € 3,064 thousand in 2023, reflecting increased investment
in project scaling and infrastructure. The Board views these costs as foundational to
establishing a scalable and revenue-generating model.
Risks and Risk Management
DGB operates in a dynamic and emerging sector that combines environmental,
financial, and operational complexity. As a capital-intensive project development
company, DGB requires significant upfront investment for its project pipeline, while
revenues are typically only realized upon certification and sale of verified carbon
credits. This timing mismatch creates liquidity challenges. To mitigate these, DGB
applies rigorous cash flow forecasting, maintains a flexible cost base, and funds
its operations via a diversified mix of instruments, including green bond issuances,
forward contracts, and customer prepayments.Project delays may arise due to
weather events, logistics constraints, or evolving local regulations. In addition, natural
hazards such as droughts or forest fires can damage reforestation zones and impact
carbon credit issuance. DGB addresses these risks by designing flexible project
timelines, incorporating buffer planting areas, and collaborating closely with reliable
local partners.
INTRODUCTION
6
The regulatory framework for carbon credits continues to evolve across
jurisdictions. Changes in international certification standards or host country
legislation may affect project eligibility or timelines. DGB mitigates this exposure
by monitoring policy developments continuously.
Market-related risks also exist. Carbon credit prices are influenced by shifts
in political sentiment and demand-supply dynamics. DGB seeks to stabilize
revenues by entering long-term offtake agreements and maintaining a
diversified portfolio of project types and geographies.
Foreign exchange risk arises from the fact that most of DGB’s revenue is in euros
or US dollars, while many operating expenses are incurred in local currencies.
This is managed through disciplined financial planning and natural hedging
strategies. The company avoids holding excessive reserves in local currencies
to limit exposure. DGB is also exposed to counterparty credit risk. To mitigate
the risk of buyer default, the company conducts thorough due diligence and
frequently requires advance payments before delivering carbon units. This
ensures greater cash flow stability and minimizes financial exposure.
Crucial to DGB’s liquidity forecast and going concern assessment is its ability to
modulate execution: scaling can be paused rapidly while continuing to generate
credits from existing planted areas and distributed assets. When conditions
improve, the company can reactivate or accelerate operations without delay.
This operational flexibility is a key driver of DGB’s financial resilience in both
conservative and growth-oriented scenarios.
As of 2024, DGB operates under a one-tier board structure, with the CEO serving
as the sole statutory director. The CEO has a personal connection to a holder
of priority shares, who previously served as chairperson of a foundation that
held a significant shareholding in the company. This governance structure was
appropriate during DGB’s entrepreneurial phase but has since been updated
as part of the company’s transition toward a more institutional framework. In
2024, the foundation’s shareholding was repurchased by the company through
a structured buyback program. This change simplifies the shareholder structure and
supports DGB’s continued professionalisation. In line with the governance roadmap
outlined at the 2023 Annual General Meeting, the company will expand its Board in
2025 to include at least two independent non-executive directors. This evolution
reflects the company’s commitment to strong governance, transparency, and long-
term stakeholder alignment.
Risk management is embedded in DGB’s operational, financial, and governance
systems, and is formally reviewed on a quarterly basis by the executive team. The
company maintains an internal risk register that is updated regularly to ensure active
monitoring and mitigation across all key domains.
Research and Development (R&D) and Innovation
As a full end-to-end project developer, DGB manages every stage, from land sourcing
to credit issuance, which drives continuous innovation in efficiency, quality, and impact.
In 2024, its CO₂.expert platform was upgraded with new features to improve emissions
tracking and offset planning. The company also piloted satellite-based MRV tools for
faster, cost-effective verification of tree growth and biodiversity, reducing reliance on
third parties. Field-level innovation included integrating reforestation with community
beekeeping in Kenya and introducing improved, locally made cookstoves. These
advancements ensure scalable, transparent, and high-impact project delivery.
Outlook for 2025
DGB Group enters 2025 with a clear growth trajectory toward its long-term goal of
generating 500 million carbon units by 2030. The company plans to scale its existing
project pipeline and launch new initiatives across reforestation, biodiversity, plastic
recovery, and water restoration. Geographic expansion remains a key priority, with
active project development underway in Latin America and Central Asia. DGB has
already completed a significant number of feasibility studies, allowing the company to
quickly activate and deploy new projects as funding and market conditions permit.
In 2025, DGB aims to secure its first €5 million in carbon offtake agreements—marking
a new phase of revenue growth and commercial traction. The planned appointment of
independent non-executive directors will further enhance governance and execution
capacity as the company scales. With a growing inventory of verified carbon credits
and maturing assets, DGB expects to achieve sustained profitability by 2027.
To bridge the funding gap, DGB is pursuing a multi-pronged strategy: long-term
pre-sales of carbon units, regular credit sales, green bond issuances, and strategic
funds like the early-stage carbon investor Green Carbon Fund. These combined with
disciplined capital allocation and growing market demand form the foundation for a
resilient and scalable financial model.
Key subsequent events in 2025 include the full listing of all DGB shares on Euronext
Amsterdam and the completion of a €725,000 private placement to accelerate
pipeline growth. The company also announced its rebranding to Green Earth Group,
underscoring its transformation into a broader environmental enterprise that integrates
sustainable commodities, ecosystem services, and digital tools.
With this expanded scope, DGB is evolving from a carbon credit developer into
a vertically integrated provider of nature-based solutions. The Board extends its
sincere thanks to shareholders, partners, and the team, and reaffirms its long-term
commitment to measurable impact, financial strength, and responsible growth.
S A M Duijvestijn, CEO
INTRODUCTION
7
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Important highlights
DGB Group celebrates
verification and first carbon
credit issuance
DGB Group has completed verification and received the first issuance of 49,000 carbon credits
from its Hongera Energy Efficient Cookstoves Project in Kenya, developed under the Gold
Standard. The project, which aims to distribute 150,000 cookstoves, is expected to generate
2.5 million carbon units over its lifetime. With nearly 70,000 stoves already deployed, DGB is
ramping up production and anticipates larger issuances in 2025 and 2026.
Following €1.7 million in early sales for 30% of the project’s credits, DGB expects the remaining
units to command higher prices. Verification raised the project’s adjusted value from €5.5
million to €7.9 million in our internal financial valuation model. DGB is now preparing to
secure a Letter of Authorisation under Article 6.2, enhancing the project’s market position and
international trading potential.
We are proud to announce that the Hongera project is now generating revenue. With this
first issuance, we have completed the full production cycle, turning potential into realised
revenue. This marks the start of the revenue streams from DGB's own projects and is the
result of years of hard work, careful development, and investment.
Niels van Houdt
Finance Director DGB
IMPORTANT HIGHLIGHTS
9
Greenzone Reforestation
Project achieves Verified
Carbon Standard validation
DGB Group’s Greenzone Reforestation Project has been successfully validated and registered
under Verra’s Verified Carbon Standard, making it the largest registered carbon project in
Cameroon. The project will generate 7.8 million carbon units over its lifetime, with an average
of 191,000 high-quality AR credits issued annually. With validation complete, DGB retains
100% ownership of all carbon units, now available for sale. The project’s adjusted asset value
increased from €5.8 million to €8.1 million in our internal financial valuation model, reinforcing
DGB’s momentum as it enters its revenue-generating phase.
IMPORTANT HIGHLIGHTS
10
DGB Group advances first
plastic removal project
towards implementation
DGB Group has begun implementation of its first plastic removal project, the Green Wheels
Plastic Collection Project in Sri Lanka, in partnership with Eco Spindles. The project aims
to collect and recycle 6,500 tonnes of plastic waste using electric bikes, with operations
set to scale in 2025. Developed under Verra’s Plastic Standard, the project is expected to
achieve registration in the first half of 2025 and issue its first plastic credits in Q4 2026. Once
fully operational, it could generate €650,000 to €3.3 million annually, marking a key step in
diversifying DGB’s revenue streams.
By expanding into plastic and biodiversity credits, DGB is strategically broadening
its presence in emerging environmental markets. This diversification reduces risk by
spreading activities across multiple markets while opening new avenues for revenue
growth.
Selwyn Duijvestijn
CEO
Hongera Reforestation Project
achieves Verified Carbon
Standard validation
DGB Group’s Hongera Reforestation Project in Kenya has been officially validated and
registered under Verra’s Verified Carbon Standard (VCS), marking a major milestone in its
development. The project will generate 5.1 million carbon units over its lifetime, with an average
of 125,000 high-quality AR credits issued annually. With validation secured, the project’s risk
profile improved significantly, increasing its asset valuation from €4.8 million to €6.8 million
in our internal financial valuation model. This validation reinforced DGB’s position as a leading
developer of high-integrity, nature-based carbon projects.
IMPORTANT HIGHLIGHTS
11
DGB Group secures Euronext
Amsterdam listing and
successfully navigates PIE
audit challenges
DGB has successfully navigated key milestones to secure its continued listing on Euronext
Amsterdam, underscoring its commitment to regulatory compliance and financial transparency.
A critical step in this process was obtaining a confirmation letter from a European Public Interest
Entity (PIE) audit firm, indicating the firm's readiness to conduct DGB’s 2024 financial audit.
With Euronext Amsterdam confirming DGB’s listing status, the company’s market presence
is reinforced, while its global visibility and appeal to a wider investor base are significantly
enhanced. This accomplishment strengthens DGB’s capacity to assist governments and
corporations in achieving net-zero targets through its large-scale carbon and biodiversity
restoration projects.
DGB Group diversifies its
project pipeline with plastic
and biodiversity credits
DGB has expanded its project portfolio by introducing plastic and biodiversity credits,
reinforcing its leadership in environmental innovation. Our plastic credit project focuses on
reducing plastic pollution through cleanup and recycling, generating credits for every 1,000
kg of plastic processed. Similarly, our biodiversity credit project aims to protect vital habitats
and restore ecosystems, contributing to the conservation of endangered species. Both pilot
projects, in collaboration with local partners in Sri Lanka and Australia, are expected to begin
later in 2024. These initiatives support DGB’s mission of diversifying its revenue streams and
enhancing global environmental impact.
Our expansion into plastic and biodiversity credits is more than just a strategic business
decision; it’s a commitment to our planet and future generations. The launch of these
pilots signifies DGB’s dedication to providing comprehensive solutions for environmental
challenges. We are not just observing market trends; we are actively shaping a
sustainable future.
Selwyn Duijvestijn
CEO
IMPORTANT HIGHLIGHTS
12
DGB Group achieves project
milestone and receives
€150,000 upfront payment
DGB has successfully completed the distribution of 50,000 energy-efficient cookstoves
in Kenya, reaching the final milestone of its agreement with a carbon credit buyer. This
achievement led to the release of the final €150,000 payment, completing the total €1.7
million funding. The Hongera Energy Efficient Cookstoves Project, which aims to distribute
150,000 cookstoves, significantly reduces firewood usage, curbs CO₂ emissions, and combats
deforestation. The project reinforces DGB’s focus on scaling high-impact, nature-based
solutions. These achievements reflect DGB’s continued success in advancing projects that
benefit local communities and the environment.
Hongera Energy Efficient
Cookstoves Project completes
Gold Standard validation
DGB has successfully completed the Gold Standard validation for its Hongera Energy Efficient
Cookstoves Project in Kenya. This large-scale initiative aims to manufacture and distribute
150,000 energy-efficient cookstoves, reducing firewood usage, enhancing biodiversity, and
cutting indoor air pollution. The project is expected to generate around 2.5 million carbon
credits between 2024 and 2030, with DGB already having sold over 500,000 credits for
€1.7 million. The validation represents a key milestone in DGB's commitment to fighting
deforestation, improving community livelihoods, and advancing sustainability. The first carbon
units are anticipated for delivery in Q3 2024.
IMPORTANT HIGHLIGHTS
13
DGB Group sells 40% stake
in Corekees
DGB has sold a 40% stake in Corekees, a leading sustainable investment platform, as part of
a larger investment round aimed at accelerating the company’s growth. DGB initially invested
€500,000 in Corekees in 2021, acquiring a 50% stake and helping drive a 300% increase in
the platform’s growth over the past three years. Through this sale, DGB aims to recover its
initial investment while retaining a strategic 10% stake, affirming its commitment to Corekees’
ongoing development and success. Corekees continues to establish itself as a leader in the
sustainable finance sector, and DGB remains committed to supporting its growth trajectory.
This transaction aligns with DGB's broader strategy of nurturing early-stage ventures that
contribute to environmental innovation and sustainability.
DGB Group successfully
completes share buy-back
programme
DGB Group successfully completed its six-month share buy-back programme, repurchasing
5.7 million shares—50% of its issued share capital—and fully meeting its target. The €5.56
million programme aimed to optimise DGB’s financial structure and support its employee
incentive plans. The buy-back was conducted in full compliance with EU regulations,
reinforcing DGB’s strategic approach to capital management and long-term value creation.
Who we are. What we do
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
WHO WE ARE. WHAT WE DO
15
About us
DGB stands for Dutch Green Business Group N.V., a publicly-traded purpose company. DGB consists of a group of companies focused on ecosystem restoration, biodiversity conservation, and nature-based carbon
units (carbon credits).
The world’s ancient and endangered forests are being logged at an alarming rate, putting forests, animal species, and communities at risk. The scale of global ecosystem restoration that needs to be undertaken in
the coming years is therefore tremendous. This is why DGB develops business solutions to make nature restoration profitable through large-scale projects.
Our projects involve protecting, restoring, and creating habitats to restore nature at scale. We invest, manage, and develop projects that generate verified biodiversity, plastic, and carbon credits.
DGB's carbon credits allow companies and individuals to achieve carbon neutrality while positively impacting nature. DGB has mapped opportunities and locations globally and is committed to scaling up both
mandatory and voluntary investments.
DGB is committed to investing in nature and bringing back nature where it cannot return unaided. As a purpose-driven company, we aim to promote and support nature conservation, biodiversity revitalisation, and
ecosystem restoration on the global agenda of decision-makers and policymakers. We further aim to enhance local livelihoods and boost local economies.
DGB also pursues international targets. This includes achieving a 25% increase in public and private organisations participating in nature and biodiversity conservation by 2030, increasing employment and the
participation of regional communities in nature and biodiversity conservation, and establishing a national long-term biodiversity monitoring and reporting system by 2030.
DGB's goal is to mobilise €1 billion in investor capital to revitalise nature and support local communities. DGB's assets consist of projects where nature is being protected, restored, or created. DGB offers green bonds,
carbon units, biodiversity credits, and plastic credits to compensate for carbon emissions and invest in nature, making us a leader in the voluntary carbon market.
WHO WE ARE. WHAT WE DO
16
Business model
The DGB business model works as follows:
• DGB raises capital and uses it to develop, scale, and manage its nature-based
projects.
• We develop different types of projects, such as reforestation, afforestation,
efficient cookstove projects, and other social projects benefitting local
communities. These projects generate carbon units through the emissions they
sequestrate; biodiversity credits through the biodiversity benefits they create; and
plastic credits through the amount of plastic waste cleaned up and recycled.
• The projects, and carbon, biodiversity, and plastic credits they generate, are then
accredited by independent verification bodies according to leading verification
standards.
• The credits are then sold on the market to generate revenue.
We help governments, businesses, and individuals reach their net-zero goals and invest
in nature with our verified credits.
1
2
3
4
Manage
nature-based
solutions
Develop
verified carbon
reduction credits
Verify and
certify credits
Sell credits
to large
corporations
WHO WE ARE. WHAT WE DO
17
Reduction and compensation
• Carbon compensation and reduction go hand in hand. To reach sustainability and
environmental goals, businesses need to reduce their CO2 emissions as well as
compensate for them.
• Carbon reduction takes time, and some emissions are unavoidable and cannot be
reduced. They must be offset to ultimately make a positive impact. Past emissions
are also already emitted and cannot be reduced, they can only be compensated
for with carbon units.
• Compensating for emissions is therefore key for holistic sustainability and long-
term impact. Carbon units are used to compensate for past and unavoidable
emissions and are a vital tool for restoring nature.
• DGB’s verified carbon units help organisations compensate for emissions and
reach sustainability goals while restoring nature at scale.
Now
2050
CO2
Compensate
CO2
Reduce
CO2
+
• 1.1. Project scouting: A project lead is generated in line with
the company strategy, with sufficient value potential, that
is considered by the operations team for a pre-feasibility
analysis.
• 1.2. Pre-feasibility study: An early analysis of the potential
project is performed for risks, opportunities, and opportunity
costs.
• 2. Feasibility study: A complete feasibility study is performed
to map the project’s economic, social, and environmental
impacts and opportunities alongside risk analysis and
opportunity costs.
• 3. Project design: The project is developed using a specific
methodology. Project agreements are concluded with
suppliers/partners/investors/buyers. The project is
registered with a certifying body and receives a listing ID.
• 4. Project validation: The project undergoes validation by an
independent validation/verification body that assesses the
project's emissions reductions and confirms that it meets the
requirements of the carbon certification programme.
• 5. Project implementation: After the certifier has validated
and verified the whole project, it issues the first project
credits to the project developer, who can now start to sell
the credits.
• 6. Periodic verification: The project is under management
to ensure ongoing compliance. Further credit issuances
are also made.
• 7. Project completion: The project is now completed,
and all credits are issued.
Demonstrating real outcomes
WHO WE ARE. WHAT WE DO
18
Project status process
01
02
03
04
05
06
Feasibility
study
Before listing
Project
design
Listing at registry
Project
validation
Project design approved
Project
implementation
First credit issuance
Periodic
verification
Project under management
Project
completion
All credits issued
Project scouting
Pre-feasibility
study
New projects
Projects under development
Projects in operation
Projects under management
Project pipeline
Asset valuation
7 Stages of a project: Funnel
WHO WE ARE. WHAT WE DO
19
DGB History
DGB is a public company trading on Euronext
Amsterdam since 1957. With a history in the
paper and printing industry, over time, the group
transformed into an energy conglomerate with
a strong focus on renewable energy. In recent
years, the focus of its activities shifted towards the
sustainability sector and nature-based solutions.
1
Before DGB was named
the Dutch Green Business,
the listing was named Roto
Smeets.
2
In 1806, Matthias Hubertus
Smeets (Maasbracht, 1806–
Weert, 1853) started a shop
selling stationery, annexe
bookbinding, and printing in
the Netherlands.
4
On 1 January 1957, all the
company activities were
combined into the Roto Smeets
Group. The company went
public on the Amsterdam Stock
Exchange with the same holding
structure DGB Group still holds
today.
3
From 1906–1907, a new printing
house was completed on
Nieuwstraat, and the company
was given the designation:
Hofleverancier. Cigar bands and
advertising material were printed
for Philips, among other things.
A branch office was opened in
London in 1927 and later one in
Amsterdam in 1929. Sales offices
were established in Belgium in
1945, the Federal Republic of
Germany in 1950, and France in
1955.
5
In 1980, more than 950 people
worked for the Roto Smeets
Group. Many things were printed,
such as the official state portrait
of Queen Juliana, reproductions
for, among other things, Public
Art Property and the editions
of Life and Time for continental
Europe. On the company’s 150th
anniversary in 1980, it acquired
the designation: Royal (in Dutch,
Koninklijke).
1800 1900
scale of 100 years
100 years
WHO WE ARE. WHAT WE DO
20
7
On 22 July 2020, DGB appointed
Selwyn Duijvestijn to lead
the company as CEO. The
appointment followed his
involvement as a 14% stakeholder
in DGB through one of his funds
since 2017. The goal was to
become a leading, high-impact
investor in the sustainability
sector, delivering competitive
returns for shareholders while
creating positive social impact
through green business activities.
6
Following the digitalisation in the
21st century, in an Extraordinary
Meeting of Shareholders of Roto
Smeets Group held in September
2015, it was decided to sell the
printing activities. Following the
sale of the printing activities in
October 2016, the company changed
its name to DGB Group after its
energy activities represented
most of its business. DGB supplied
gas and electricity from 2006,
focusing on sustainable energy
from the agricultural sector,
including biomass, solar, wind, and
hydropower.
9
At the Annual General Meeting of
Shareholders on 4 February 2021, after
careful consideration of the strategic,
economic, and financial aspects for all
stakeholders, Selwyn Duijvestijn stated the
mission for DGB for the following years:
‘A successful outcome in the reforestation of the planet
requires a commercially viable company driven by purpose
with significant on-the-ground organisational capabilities.
The strength of DGB lies in the fact that we can
economically speed up the reforestation process. The
listing allows us to finance our operations through private
arrangements with individual shareholders, family offices,
venture capital firms or alliances with larger corporations
through loans, bonds or equity deals. We can offer
securities for our shareholders in the acquisition of existing
forests, lands, or companies. A listing allows us to match
and access the capital requirement for the job with the
urgency of what is needed and the increasing demand to
see reforestation occur planet-wide.’
8
On 4 September 2020, DGB
sold its (renewable) energy
subsidiaries to specialise solely
in nature-based solutions and
the origination of carbon credits.
M Logtenberg stepped down as
chairman of the board and sold his
64.64% stake in the company to the
Prosper And Nature Foundation,
led by Hilda van der Meulen.
11
In December 2023, DGB boasts
a formidable project pipeline
strategically positioned to
generate over 60.1 million carbon
credits (incl. pre-feasibility
projects). It includes 19 projects,
7 of which are actively under
development and management.
10
In April 2022, after continued
momentum, DGB reported a
project pipeline of over 13.6
million carbon credits ready for
offtake agreements, making it
the largest project developer of
carbon credits in the Netherlands.
13
In December 2024, DGB
celebrated the first issuance of
carbon credits from its projects,
marking a major milestone and
the start of its revenue generating
phase.
12
In March 2024, DGB diversified its
project pipeline with plastic and
biodiversity credits, These pilot
projects mark DGB’s strategic
diversification into new types of
environmental credits, reaffirming
its role as an innovator in the field
of sustainable investments.
DGB continues to
pursue its strategic
objective of becoming
a world-leading project
developer of high-quality,
large-scale carbon,
biodiversity, and plastic
projects accredited by
third parties.
2000 2010
2020
Selwyn Duijvestijn serves as the
CEO of DGB. Bringing nature
conservation and protection to
the public domain drives him.
Since stepping into this role,
Duijvestijn championed the
redirection of DGB. Under his
leadership, DGB transitioned
from being a renewable energy company to a company
that focuses solely on nature restoration and nature
conservation. Duijvestijn has over 15 years of experience
as an entrepreneur and stock market expert in the
financial world. Being a veteran in the world of finance,
Duijvestijn brought a wealth of knowledge and expertise
about finances to DGB.
EXECUTIVE BOARD
MANAGEMENT TEAMPROJECT MANAGEMENT
Selwyn Duijvestijn Thomas Donia
Theodore Oben
Rieks Bosch
Niels van Houdt
Dr Matt McLennan Ouke Dijkstra Haron Wachira
CEO Director of Operations
Project Manager
Project Manager
Director of Finance
Project Manager Project Manager Project Manager
WHO WE ARE. WHAT WE DO
21
Board of directors Management team
Company structure
WHO WE ARE. WHAT WE DO
22
DGB Group
Netherlands: N.V.
DGB Project Management
Netherlands: B.V.
DGB Supply & Services
Netherlands: B.V.
DGB Technology solutions
Netherlands: B.V.
Corekees Management
Netherlands: B.V.
Hongera Afforestation
and Reforestation
Netherlands: B.V.
100%
100%100%
100%
10%
100% 100%
Hongera Energy
Efficient Cookstoves
Netherlands: B.V.
Shareholding structure
WHO WE ARE. WHAT WE DO
23
The shareholding structure presented herein reflects the status as of 31 December 2024. Subsequent changes have occurred since that date. For the
most up-to-date overview as of the publication date, please refer to note 32 of the financial statements.
DGB Group
Netherlands: N.V.
Total placed shares:
11, 400,209 ordinary shares
DGB Group N.V.
Netherlands Stichting
50.23%
M. Kok
Netherlands
4.82%
F. Bleijenberg
Netherlands: Private investor
3.73%
D.M. van den Ouden
Netherlands: Private investor
4.91%
Free oat shares
36.31%
WHO WE ARE. WHAT WE DO
24
Share structure
The authorised capital of DGB amounts to €750,000 and is divided into 18,750,000 ordinary shares,
18,749,900 preference shares, and 100 priority shares, each with a nominal value of €0.02.
The issued capital is 11, 400,209 ordinary shares and 100 priority shares. 4.052.035 of the ordinary shares
are listed on Euronext with ticker code AEX: DGB and ISIN-code NL0009169515.
As a subsequent event, on 19 March 2025, DGB completed a private placement, and issued 2,086,250
new ordinary shares, each carrying one voting right. Following this issuance, DGB’s total issued share
capital stands at 13,486,559 shares.
Dividend policy
DGB intends to pay an annual dividend representing sustainable long-term value for its shareholders.
Per the existing dividend policy, a substantial payout is maintained. Dividend payments depend on DGB’s
financial results and equity.
In the event of dissatisfying results or investments, a dividend would likely not be distributed that year. If
a loss were incurred in any year, no dividend would be paid for that year. Various factors are considered
in a dividend proposal, such as the financial and operating result, the capital position, legislation and
regulations, and whether the resources required are available for repayment or investments.
DGB is pleased to share its optimistic outlook on dividend distribution following a period marked by
significant development and the promising prospect of our first carbon credit issuance.
The decision to distribute dividends will, as always, depend on a comprehensive assessment of
DGB’s financial results, capital position, and the broader regulatory environment. It will also take
into consideration our strategic needs for reinvestment into the business to fuel further growth and
development. We are mindful of the importance of maintaining a balance between rewarding our loyal
investors and ensuring the long-term success and sustainability of our operations.
Looking ahead, we are optimistic about the possibility of initiating dividend payments to our shareholders
as early as 2025. This comes after years of meticulous planning, development, and the nearing milestone
of issuing our first carbon credits—a significant achievement that not only underlines our commitment to
environmental stewardship but also marks a pivotal moment in our journey towards financial growth and
shareholder value creation.
Group activities:
Project development
DGB is a leading project developer focusing on ecosystem and biodiversity restoration and conservation
through carbon units. We have a comprehensive and lengthy process for project development, which
includes sourcing land, conducting feasibility studies, compiling project design documents, and finally,
selling the carbon units generated by the project. These tasks and supporting activities can be performed
by different parties, some of which are under central management.
We operate in two primary markets: the verified (voluntary) carbon market and the habitat banking
market. In the verified carbon market, companies voluntarily purchase carbon units to compensate for
their emissions and achieve sustainability goals. In the habitat banking market, we provide credits for
projects that reduce carbon emissions, prevent biodiversity loss, and protect wildlife. We are continuously
improving our methodology for certification, including the use of AI and machine learning techniques.
DGB is actively involved in risk management and monitoring to ensure the ongoing success of our
projects. A key component of our risk management and monitoring is active ownership. Our team
is engaged in targeted objectives, ensuring a collective and active stewardship approach. We drive
engagements where we see scope for improvement, leading to improved risk management and
monitoring and generating high-quality credits.
By leveraging AI and satellite data, our services can provide more accurate, timely, and cost-effective
assessments of biodiversity and ecosystem health, helping to support conservation efforts and
informed decision-making.
Selwyn Duijvestijn
CEO
WHO WE ARE. WHAT WE DO
25
Group activities:
Supply and services
As part of our commitment to sustainability, we help companies achieve their environmental goals by
working closely with them to drive more sustainable investments that serve people and the planet. We
also actively engage with thought leaders and other non-profit organisations to promote environmental
conservation and restoration.
Verified carbon markets are growing rapidly as more and more companies worldwide commit to
achieving net-zero emissions. We understand the challenges around sustainability that many companies
face. We aim to educate the community that it is acceptable to sacrifice short-term returns for the long-
term benefit of sustainable value creation for stakeholders from both a financial and a societal perspective.
Our long-term investment horizon, coupled with strong measurable results, leads to a sustainable
competitive advantage that replicates the success of our projects for many years, making us more resilient.
DGB is committed to helping companies achieve sustainability goals and, simultaneously, restoring and
conserving ecosystems, biodiversity, and nature through carbon credits (carbon units). We are proud to be
the pioneers in combining the harnessed power of AI methods with the certification of carbon credits. We
have mapped opportunities and locations globally, with existing plans to realise new natural habitats, and
we will continue to lead the way in the verified and habitat banking markets. With our premier carbon units,
we help companies compensate for their carbon footprint and reach their sustainability goals.
Group activities:
Greentech
Greentech empowers organisations and communities with cutting-edge satellite data analysis and AI
solutions to drive sustainable and impactful decisions towards a healthier planet.
Our Biodiversity Assessment and Monitoring service provides regular assessments and monitoring
services to measure conservation projects’ impact and monitor ecosystems’ health. Our satellite data
analysis and AI models help organisations and governments understand the environment’s health and
changes and make informed decisions on their conservation efforts. We provide clients with accurate,
up-to-date, and reliable data that is essential for successful conservation projects. With our expertise and
technology, we help ensure the longevity of biodiversity and protect our planet's ecosystems.
There are several ways that AI can be applied to satellite data for biodiversity assessment and
monitoring:
• Image classification: AI algorithms can automatically classify satellite images into different
categories, such as forests, wetlands, and grasslands.
• Object detection: AI can identify and track specific objects in satellite images, such as wildlife,
habitats, and conservation sites.
• Change detection: AI algorithms can detect changes in land cover over time, such as deforestation
or degradation of ecosystems.
• Predictive modelling: AI can create predictive models of biodiversity and ecosystem health based
on satellite data and other sources of information.
• Data analysis and visualisation: AI algorithms can analyse and visualise satellite data, helping to
identify patterns and trends that may be useful for decision-making in conservation and ecosystem
management.
The participation of institutional markets, asset managers, and pension funds in the
sustainability market is growing. DGB will harness this sustainability funding power to help
accelerate the world’s transition to net zero.
Selwyn Duijvestijn
CEO
WHO WE ARE. WHAT WE DO
26
Our partners and customers
The sheer scale of global challenges ahead means we must collaborate with like-minded organisations
that share our sustainable future vision. The private sector is hugely influential.
We cannot address any big challenges facing our world without the support of businesses. As of mid-2023,
more than 1,400 organisations in over 25 countries have made net-zero pledges.
DGB works with political leaders, government departments, regulators and advisory bodies, as well as
others in business, finance, and research, to accelerate change in the most efficient and socially just way.
Our most important focus groups are
• Landowners: to conserve, protect, and restore their land.
• Investors: for the upfront finances needed to run our business.
• Clients: our customers who buy credits from us.
• Local communities: who play a significant role in the execution of our projects.
DGB helps clients embark on ambitious journeys that reduce business costs, build resilience, and mitigate
risks while positively impacting the environment and society.
Time has proven that corporations that operate sustainably perform better in the long term. They become
more resilient and gain a competitive edge on quality. The pressures they face come from regulatory
bodies, governments, and clients, who, now more than ever, require funds to be invested responsibly. As
the world evolves, investors seek companies with innovative solutions to navigate the new landscape.
DGB´s projects do exactly that: They deliver robust returns for investors generated by innovative solutions.
Investment is channelled into a fund for nature conservation and restoration projects. We aim to drive
investment capital toward a net-zero world, delivering strong financial returns through modern financial
technology.
DGB provides exposure to the global market, where we forge strong relationships and brokerage
platforms. We pride ourselves on being influencers in this market whilst operating under strict regulations
as a publicly-traded company.
DGB engages clients and partners in our tangible projects through offtake agreements and expert
management. Given the co-benefits embedded in specific carbon projects, carbon credit buyers not only
offset emissions but also create significant Environmental, Social, and Governance (ESG) impacts and help
meet the United Nations’ Sustainable Development Goals (SDGs).
Strategic pillars,
purposes, and goals
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Our purpose
DGB envisions a healthy and vibrant world where our natural ecosystems support a flourishing
diversity of life on Earth. Resilient habitats with high biodiversity will enable us to live healthy,
sustainable lives.
Our purpose is empower nature and livelihoods through advanced carbon solutions.
STRATEGIC PILLARS, PURPOSES, AND GOALS
28
Our goal
DGB strives to safeguard nature, help people live more sustainably, and take action against
deforestation and desertification. We aim for a world where society is diverse and just, the
economy respects natural capital, and leaders value nature and account for biodiversity.
Our goal is to mobilise €1 billion in investor capital to revitalise nature and support local
communities by planting 1 billion trees.
We achieve our purpose and goal by
developing large-scale nature-based
solutions that reinvigorate nature, revitalise
biodiversity and ecosystems, and support
local communities.
Our values
The values underpinning our engagement with the world and each other are clear,
compelling, and compassionate, yet uncompromising. Our sense of urgency to restore nature
is driven by the need to meet the challenges of our time—the crises of biodiversity loss,
deforestation, and desertification.
• Creative collaboration—Saving the planet is not for the faint-hearted. That is why we
aim to collaborate creatively, bringing joy and a playful spirit to the struggle. We need
imaginative solutions to address today's challenges. Our work is built on changing
behaviours and society’s values to protect nature. We bring creativity and playfulness to
inspire and energise our work and those with whom we work. We respect all life forms on
Earth as we realise they all have an intrinsic value.
• Integrity—We hold ourselves to a high standard of moral integrity and quality work. We
care deeply and challenge ourselves directly for environmental change. We produce
creative and compelling work grounded in science and rigorous research. We are radically
candid, fair, trustworthy, and respectful in our interactions with each other and external
partners. We focus on generating value in all relationships, as we consider it a privilege to
work for our planet and forests’ health.
• Restless leadership—We are driven to secure changes proportional to the ecological
crises we face. This will require us to aspire, take risks, and redefine what is possible. We
are focused on our mission whilst constantly looking for more effective ways to achieve our
goals. When confronted with obstacles, we stay optimistic, curious, and solution-focused in
our efforts to protect and celebrate our planet’s natural systems.
• Tenacious ambition—We match the urgency of environmental crises with the scale of our
ambition, determination, and love for nature. We seek transformative change throughout
industry and society. Our solutions are big, bold, and innovative. We seek powerful partners
equally motivated to make these solutions the new norm.
STRATEGIC PILLARS, PURPOSES, AND GOALS
29
Our vision and principles
We operate based on the following principles:
• Nature is best conserved by protecting existing natural habitats.
• Natural ecosystems are dynamic but have a finite capacity to recover from external threats,
impacts, and pressures. Building resilience recognises the critical links between ecological and
social systems.
• All humans benefit from nature; all humans can and should therefore contribute to its wellbeing.
DGB envisions a connected world where businesses and organisations collaborate to conserve
the planet and wildlife.
• Our efforts to conserve nature must acknowledge and respect local communities' culture, values,
innovations, practices, and knowledge.
• Effective conservation of nature operates across public and private tenures.
• We believe nature-based solutions are needed to prevent our world from deteriorating to a
point where it can no longer support life due to deforestation, pollution, and climate instability. We
focus on positive engagement and flourishing and prospering nature, avoiding doom-and-gloom
discussions about global warming.
• A well-designed free market is an effective policy instrument that attributes economic value
to nature and encourages conservation investment. Billions of euros are needed to achieve our
purpose. We thus strive for a free-market solution based on an economic business model.
• DGB utilises carbon and biodiversity credits (units) to achieve our purpose. These credits attribute
value to nature and enable investments in nature-based solutions.
• A high-tech approach is needed to restore nature. We harness the latest smart technologies to
secure the best outcomes for DGB, its customers, and the planet.
• Our listing as a public purpose company allows for transparent economic growth and accelerated
achievement of our goals. DGB is by the public, for the public. Our shareholders benefit from
a healthy green world, and the public is incentivised to benefit from our operations’ results and
financial gains.
• Environmental knowledge is still limited and evolving. Still, we should apply the precautionary
principle while using new science and practical experience to adopt adaptive management
approaches. The precautionary principle means the lack of full scientific certainty should not hinder
a measure that prevents environmental degradation with threats of serious or irreversible damage.
STRATEGIC PILLARS, PURPOSES, AND GOALS
30
Markets & trends
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Increasing demand for
carbon credits
Over the past year, we witnessed an unprecedented surge in demand for carbon units as
companies and countries set ambitious targets to reduce their carbon footprint. This trend is
expected to continue in 2025 and beyond, with a growing number of businesses looking to
invest in carbon offset projects to meet their sustainability goals.
As demand for carbon units rises, we see an increase in credit prices, providing a greater
incentive for businesses to invest in carbon reduction projects. This is a positive development
for the environment, as more carbon offset projects will be implemented, leading to reduced
carbon emissions and a cleaner planet for future generations.
At DGB, we are proud to be at the forefront of the carbon offset market, providing businesses
with a range of high-quality carbon units to achieve their sustainability targets. Our team of
experts works tirelessly to identify the most effective and innovative carbon offset projects
around the world. We constantly strive to improve our offerings to meet the evolving needs of
our clients.
We believe the increasing demand for carbon units is a positive trend with far-reaching
benefits for the planet and businesses committed to sustainability. As we look to the future,
we remain committed to providing our clients with the highest-quality carbon units and the
most innovative solutions to help them reduce their carbon footprint and contribute to a
cleaner, greener world.
MARKETS & TRENDS
32
Market and trends
Global mega-trends underpin our business strategy. It drives the demand for carbon
credits and supports our growth opportunities. These trends create long-term
opportunities for DGB.
Development of new
conservation credits
There has been a growing push to develop more verifiable, permanent, and environmentally
beneficial carbon credits. This trend is expected to continue in 2025, with a particular focus
on biodiversity and plastic credits.
Biodiversity credits are a new type of carbon credit that considers conservation and
restoration projects' positive impact on biodiversity. These credits can be earned by
companies investing in projects that protect or restore natural habitats, thereby creating
positive environmental outcomes beyond carbon reduction. It creates a new opportunity for
businesses to demonstrate their environmental commitment and contribute to biodiversity
protection.
Plastic credits are another type of carbon credit that recently emerged, aiming to address
the problem of plastic waste in our oceans and landfills. These credits can be earned by
companies investing in plastic waste reduction projects, such as recycling or waste-to-energy
projects. It creates a new opportunity for businesses to reduce their environmental impact and
contribute to reducing plastic pollution.
At DGB, we closely monitor the development of new types of carbon credits. We are
committed to providing our clients access to the latest and most innovative solutions to help
them achieve their sustainability goals. We believe the development of new types of carbon
credits is a positive trend with far-reaching benefits for the environment and businesses
committed to sustainability.
As we continue to expand our offerings to include new types of carbon credits, we can help
our clients achieve their emissions reduction targets and contribute to a cleaner, greener
world. With our team of experts and commitment to innovation, we are well-positioned to be
a leader in developing new types of carbon credits and providing our clients with effective and
sustainable solutions.
The emergence of new
carbon markets
In recent years, we saw the emergence of new carbon markets around the world, particularly
in Asia. These new markets, such as the Chinese national carbon market and the Korean
Emissions Trading Scheme, are in addition to existing markets, such as the EU Emissions
Trading System and the California Cap-and-Trade Program. This trend is expected to
continue in 2025 and beyond as more countries look to establish their own carbon markets to
achieve their environmental goals.
The growth of new carbon markets is a positive development for businesses committed to
sustainability. It gives them a wider range of options to purchase carbon units and meet their
emissions reduction targets. It also provides more opportunities for implementing innovative
carbon offset projects, leading to greater reductions in carbon emissions and a cleaner planet
for future generations.
At DGB, we are closely monitoring the emergence of new carbon markets, and we are
committed to providing our clients with access to high-quality carbon units from a range of
global markets. Our team of experts constantly evaluates the latest developments in carbon
markets and looks for new and innovative ways to help our clients achieve their sustainability
goals.
We believe the emergence of new carbon markets is a positive trend with far-reaching
benefits for the environment and businesses committed to sustainability. As we continue to
expand our offerings to include carbon units from a wider range of markets, we are confident
we can help our clients achieve their emissions reduction targets and contribute a more
sustainable world.
MARKETS & TRENDS
33
Carbon Border
Adjustment Mechanisms
Carbon Border Adjustment Mechanisms present a significant opportunity for DGB to expand
its role in the global carbon credit market. Carbon Border Adjustment Mechanisms are
designed to address the risk of carbon leakage where companies relocate production to
countries with less stringent climate policies to avoid the costs associated with reducing
emissions.
By imposing a carbon price on imported goods based on the emissions generated during
their production, Carbon Border Adjustment Mechanisms level the playing field for domestic
industries and encourage global decarbonisation.
As a leading carbon project developer and ecosystem restoration company, DGB can
capitalise on the growing demand for carbon credits created by Carbon Border Adjustment
Mechanisms. By offering high-quality, verifiable units to organisations seeking to
compensate for their emissions, DGB can help companies comply with these new regulations
and meet their decarbonisation goals.
Integration with other
ESG initiatives
As companies continue to focus on sustainability and reducing their carbon footprint, carbon
markets are increasingly integrated with other Environmental, Social, and Governance (ESG)
initiatives. This trend is expected to continue in 2025 and beyond as more companies want
to align their carbon reduction efforts with other sustainability goals. One example of this
integration is using carbon units to compensate for emissions while investing in renewable
energy and other sustainability projects. This allows companies to address their carbon
footprint while also making broader contributions to the environment and society.
At DGB, we recognise the importance of integrating carbon markets with other ESG initiatives
and are committed to working with our clients to develop comprehensive sustainability
strategies. Our team of experts has extensive experience in carbon markets and other
sustainability initiatives and can provide our clients with guidance on the most effective ways
to achieve their sustainability goals.
We believe integrating carbon markets with other ESG initiatives is a positive trend with
far-reaching benefits for the environment and businesses committed to sustainability. As we
continue to expand our offerings to include comprehensive sustainability solutions, we can
help our clients achieve their emissions reduction and sustainability targets.
MARKETS & TRENDS
34
Sustainability among
young people
The growing concern over climate change and sustainability led to heightened awareness and
engagement among young people. This trend is expected to continue in 2025 and beyond as
more young people become passionate advocates for sustainability.
Young people increasingly demand that businesses take action on climate change and
become more sustainable. They are also seeking out career opportunities that allow
them to work towards a more sustainable future. This trend is driving greater attention to
sustainability and putting pressure on businesses to take action.
At DGB, we recognise the importance of engaging with young people and are committed
to working with them to create a more sustainable future. We believe this trend is a positive
development with far-reaching benefits for the environment and businesses committed to
sustainability.
As we continue to expand our offerings and work with young people to develop
comprehensive sustainability strategies, we can help our clients achieve their emissions
reduction targets and contribute to a cleaner, greener world.
Greentech & climatetech
The focus on sustainability and reducing carbon emissions led to a surge in innovation and
investment in greentech and climatetech. This trend is expected to continue in 2025 and
beyond as more companies seek innovative solutions to address their carbon footprint.
Greentech refers to technologies designed to reduce human activities’ impact on the
environment. It includes renewable energy sources, energy efficiency solutions, and
sustainable transportation, among others.
Climatetech refers to technologies that address climate change and its impacts, such as
carbon capture and storage, carbon offsetting, and climate modelling.
At DGB, we are closely monitoring the development of new greentech and climatetech
solutions and are committed to providing our clients with access to new, innovative
technologies to help them achieve their sustainability goals. We believe this trend is a positive
development with far-reaching benefits for the environment and businesses committed to
sustainability.
As we continue to expand our offerings to include greentech and climatetech solutions, we
can help our clients achieve their emissions reduction targets and contribute to a better world.
With our team of experts and commitment to innovation, we are well-positioned to be a
leader in this field and provide our clients with effective and sustainable solutions.
MARKETS & TRENDS
35
Strong growth for
high-quality carbon units
There is a strong and sustained demand for high-quality carbon units in the rapidly evolving
voluntary (verified) carbon market as more companies set net-zero targets and the focus on
removal units intensifies.
The increasing emphasis on high-quality units can be attributed to a number of factors, such
as a growing awareness of the importance of carbon units in achieving net-zero targets and
the need for reputable monitoring, reporting, and verification (MRV) frameworks to ensure
that purchased units have a measurable and defensible impact. DGB recognises the need for
further improvements in the quality and integrity of carbon units and associated assurance
processes to maintain stakeholder confidence in their legitimacy as part of the decarbonisation
toolkit.
DGB's commitment to high-quality carbon unit projects is essential in supporting immediate
beneficial action on ecosystem restoration and nature conservation.
Internationally
Transferred Mitigation
Outcomes (ITMOs)
Internationally Transferred Mitigation Outcomes (ITMOs) also provide potential growth
opportunities for DGB. ITMOs are a mechanism under Article 6 of the Paris Agreement, which
allows countries to cooperate to achieve their Nationally Determined Contributions (NDCs)
through the international transfer of emissions reduction outcomes.
By developing projects that generate ITMOs, DGB can support countries in meeting their
NDCs while promoting sustainable development and fostering international cooperation. This
further reinforces DGB's commitment to developing high-quality carbon credit projects and
expands its presence in the global carbon market, driving long-term value for stakeholders
and contributing to the worldwide effort.
DGB actively collaborates with international governments to ensure that ITMOs will be
integrated into all of its projects, thereby promoting global cooperation and reinforcing its
commitment to fostering sustainable development and decarbonisation efforts.
MARKETS & TRENDS
36
Carbon Offsetting and
Reduction Scheme for
International Aviation
(CORSIA)
The Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA) is a pivotal
initiative in the aviation industry to achieve carbon-neutral growth from 2020 onwards. This
required substantial investment in carbon compensation. As per recent market trends, the
carbon credit market is expected to witness substantial growth, reaching $2.68 trillion by
2028. This expected growth underscores the increasing importance of carbon units in carbon
offsetting initiatives.
DGB's commitment to high-quality carbon unit projects can play a crucial role in CORSIA's
objectives. By strategically developing carbon offset initiatives, DGB can contribute to the
industry's short and medium-term environmental and offsetting targets. By providing high-
quality, verified carbon units, DGB can support clients in the aviation industry to meet carbon
offsetting targets set by CORSIA. This aligns with CORSIA's aim to offset emissions that cannot
be reduced through other measures, fostering environmental sustainability in international
aviation.
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MARKETS & TRENDS
37
Risk factors
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
While DGB believes the risks described herein are the material risks concerning DGB´s
business, they are not the only risks relevant to DGB. Other risks, facts, or circumstances
not presently known to DGB or that DGB currently deems immaterial could individually
or cumulatively prove to be significant and have a material adverse effect on DGB´s
business, operations’ results, financial condition, and prospects.
RISK FACTORS
39
Risk factors
DGB recognises that risks are associated with achieving its strategy and business objectives. DGB aims to be risk aware without being unduly risk averse. DGB therefore actively manages its risks to protect and grow
the company and adopts a uniform and systematic approach to managing risks.
DGB established risk governance consistent with the size of the organisation and the company’s risk profile. DGB´s governance identifies, establishes, and reinforces the importance of oversight responsibilities for
risk management.
In compliance with principle 1.4 of the Dutch Corporate Governance Code, the Board of Directors updated the company-wide risk assessment in 2022. This section describes the principal risks that could potentially
affect DGB, with further detail on financial risks provided in the financial statements.
Carbon market
Utilising the carbon credit markets as instruments to economise its nature-based solutions is key
to DGB’s strategy. A collapse of these markets is thus seen as a risk. We believe the risk of a carbon
credit market collapse is minimal, considering increasing regulations across a range of national and
international bodies on measurement, reporting, and decreasing carbon footprints on consumer,
organisational, and national levels. We also consider the events of a decreasing price realisation of
carbon credits, but also witness the continuing upward trend of the price realisation in the market.
The impact of negative changes to the market size could be significant for DGB sales not captured
within long-term offtake agreements. Conversely, the impact of above expectation development
of the market could also be significant for such sales, which is why DGB aims for a balanced mix of
long-term binding agreements combined with market price following revenues.
In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is
high.
Competition
With the growing market, we observed an increase in participants in the carbon market
offering a wide range of services. We are confident that being a project developer provides
a competitive advantage over a large number of participants who cannot develop projects.
However, the acceleration of competitiveness in the environment through new entrants or
movements of existing market participants remains a real risk. With the market growth, we
believe the decreasing project funding appetite risk to be relatively low as growing demand
and price realisation increases provide healthy investment grounds for project funding. There
is a risk that with increased market competitiveness, the competition for project funding will
also increase. It is DGB’s funding strategy to continue to develop and maintain a diversified
global network of project funders, as well as a combination of long-term and project-based
funding partners.
In 2023, this risk factor was low, in 2024, this remained low. DGB’s risk appetite for this risk
is high.
RISK FACTORS
40
Strategic and business risk
DGB accepts strategic and business risk knowing that to achieve its strategic objectives,
it will consume capital when investing in new assets, people, and processes. In
pursuance of its strategic objectives, DGB values a solid financial and capital outlook.
Verification
The carbon credit markets and carbon credit market participants are subject to continuous
validations, verifications, and investigations regarding their transparency, integrity, and operations.
DGB supports the industry’s actions that will help further increase the transparency and integrity of
the carbon credit markets and is firmly committed to transparently delivering high-quality and high-
integrity credits. DGB also acknowledges that within the industry, differences in perspective exist on
effectively reaching the objectives of nature preservation, nature protection, and habitat restoration.
This could lead to reputational risks if projects and project methodologies, partners, and investors
are not carefully reviewed as part of due diligence processes. Reputational risks can negatively
affect the ability to attract and retain customers and investors. We believe the recent agreements
by the COP26 and COP27 participants around setting up transparent international registries and
oversight bodies will contribute strongly to the transparency of the carbon credit markets.
In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is
high.
Regulatory framework
During the recent meetings of COP26 and COP27, agreements have been made between
the participants for the development of new international regulatory frameworks related to
the registration and oversight of carbon credit markets. DGB firmly believes this will increase
the transparency of the carbon credit markets and sees any delays or prolongations of
negotiations as a risk to the overall market transparency. DGB perceives the risk of such
prolongations as minimal to its ongoing operations or financials. A different risk which may
materialise is the adherence to international regulatory frameworks being set up as a result
of the agreements by the COP26 and COP27 participants. Our current insight is that the
overseeing body to be set up intends to take corrective action against any non-compliance
with the new international regulatory frameworks, thereby mitigating many measures
otherwise needed to be taken by companies themselves.
With the market demand growth, trending increases in price realisation of carbon credits, and
new entrants to the industry and markets, DGB witnesses increased interest and participation
from nation-states and their relevant governing bodies. We also witness states and their
relevant bodies developing or updating regulatory frameworks to accommodate these
relatively new markets and products. Given the long-term project operations of certain types
of projects that DGB undertakes, such as reforestation projects, there is a risk of changing
regulatory frameworks negatively impacting financials. A change in the local tax regime can
also negatively impact margins. Measures to lower these risk levels are: clear agreements with
landowners and local governmental bodies; performing a due diligence on existing regulatory
frameworks; continued stakeholder engagement on developing and expected regulatory
framework changes; and a diversified project portfolio—diversified geographically, by type,
and project execution duration/cycle time.
In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk
is medium.
RISK FACTORS
41
Third-party risk
Vendors and supply chain dependencies could negatively impact
DGB’s operations and security of data, systems, and services. DGB
has a low appetite for dependency on third parties in its critical
processes. DGB strives to minimise outsourcing of activities directly
related to its core processes or platform to avoid dependency on
suppliers. DGB believes that not being limited by third-party software
in its core operations is key to its ability to rapidly increase the
number of transactions the platform can process. DGB established
a Third Parties Policy, which defines a framework, including clear
ownership, for assessing third-party risk. DGB monitors third-
party risk continuously with the support of a dedicated third-party
risk management tool. As part of its ongoing risk oversight, DGB
periodically conducts reviews of its most important third parties to
update risk profiles and ensure compliance with internal policy. These
reviews are carried out across all in-scope vendors and result in
actions such as reclassifications, updates to third-party risk profiles,
or recommendations for off-boarding where vendors are no longer
active.
In 2023, this risk factor was medium, in 2024, this remained
medium. DGB’s risk appetite for this risk is low.
Reputational risk
DGB has a low appetite for reputational risk and aims to avoid
actions that trigger negative international media attention and/
or significant reputational damage. Any negative publicity about
DGB, the quality and reliability of its products and services,
changes to its products and services, its ability to effectively
manage and resolve complaints, its privacy and security
practices, litigation, regulatory activity, and the experience of
merchants and shoppers with its products or services, could
adversely affect its reputation and the confidence in and use of
its products and services.
Harm to DGB's brand can arise from many sources, including
failure by DGB or its partners to satisfy expectations of
service and quality, inadequate protection of sensitive
information, compliance failures and claims, litigation and
other claims, employee misconduct, rumours or false stories,
and misconduct by its partners, service providers, or other
counterparties. DGB wants to build an ethical and sustainable
business and therefore actively mitigates risks that could
negatively affect DGB’s reputation or brand. Failure to meet
carbon-reduction policy goals, for example, could cause
reputational damage, affecting the share price. DGB prides its
commitment to goals that improve the business, social, and
environmental footprint.
In 2023, this risk factor was medium, in 2024, this remained
medium. DGB’s risk appetite for this risk is low.
Acquisitions
The success of DGB is partly dependent on acquisitions
and restructuring. DGB carries out acquisitions as part of
its business strategy. DGB also considers making future
acquisitions to expand, supplement, or diversify its activities.
Such acquisitions may expose DGB to operational challenges
and risks, including integration and collaboration challenges
and the ability to profitably manage the acquired businesses
and retain key personnel. If DGB fails to carry out acquisitions
or to successfully integrate or operate the acquired company,
this may negatively affect DGB.
In 2023, this risk factor was medium, in 2024, this remained
medium. DGB’s risk appetite for this risk is low.
RISK FACTORS
42
Talent
DGB continues to see a difficult market for finding and
attracting talent, with strong competition for talented
professionals at all levels of seniority. This is a continued
risk for operations. At the same time, we also see a shift in
employees’ drivers for changing employers, with a company’s
mission and sustainability strategy being important drivers for
a potential change of employer. We experience that within the
current highly competitive arena for talent, we have a level
of competitive advantage due to the nature of our business,
especially with younger generations of professionals.
In 2023, this risk factor was high, in 2024, this lowered to
medium. DGB’s risk appetite for this risk is low.
Environmental
Within our business of nature-based solutions, there is a
permanent risk of environmental impacts such as fire, floods,
disease, drought, geological/seismic/
atmospheric/volcanic activity. To mitigate these risks to
acceptable levels, it is key to maintain a geographically
diversified project portfolio combined with solid feasibility
studies of new project developments, including local
professional and communal expertise, maintaining a network
of ecological experts, and deploying a spread among different
project types.
In 2023, this risk factor was high, in 2024, this lowered to
medium. DGB’s risk appetite for this risk is low.
Geopolitical
Within our global operations, there is a permanent risk
of geopolitical activity that can negatively affect project
operations. To mitigate these risks to acceptable levels,
it is key to maintain a geographically diversified project
portfolio combined with solid feasibility studies of new
project developments and maintaining a continuous dialogue
with geopolitical project stakeholders. The risk of sufficient
availability of new project opportunities and project lands
to develop is perceived to be low, as currently, we are
experiencing a large supply of project opportunities available
for development.
In 2023, this risk factor was high, in 2024, this lowered to
medium. DGB’s risk appetite for this risk is medium.
RISK FACTORS
43
Operational risk
DGB recognises that operational risks are associated with achieving its business
objectives. Operational risk concerns the risk of losses resulting from inadequate or
failed internal processes, people, and systems or external events, including legal risk.
DGB has a moderate appetite for operational losses. During 2024, DGB remained well
within its risk limits set as a reflection of its risk appetite for operational risks.
Project financing
DGB´s projects are financed with external capital. It is a
financial risk for DGB that a project sourced and prepared
by DGB´s team cannot be executed because of a lack of
working capital. It is key for DGB´s operations to secure project
financing timely and against favourable conditions.
When project financing is provided and projects start, there is
also the risk of repayment of the project financing. In project
financing, the primary, and typically sole, source of income
for debt repayment is the revenue generated by the project.
The result is that, until the project is constructed and at least
partly operational, the project company will likely not be able
to repay the lenders.
Ensuring the proper and timely construction of the project is
therefore a fundamental consideration for all parties.
In 2023, this risk factor was medium, in 2024, this lowered to
low. DGB’s risk appetite for this risk is low.
FX rate
The FX risk is perceived to be medium as most generated
credits are sold in EUR or USD, where any fluctuation in the
EUR-USD exchange will have an impact. Risk is minimised
by adding the produced credits to the balance sheets in
EUR, without a currency conversion from the local project
development nation’s currency to EUR. All major procurement
contracts for project operations are currently in EUR.
In 2023, this risk factor was medium, in 2024, this lowered to
low. DGB’s risk appetite for this risk is low.
Service provider
risks
DGB operates in a new industry in developing countries and
has a complex organisational structure. Due to this nature, it is
a risk for the company to establish and maintain relationships
with professional financial service providers, such as banks,
accountants, investment brokers, and other third parties.
In 2023, this risk factor was high, in 2024, this lowered to
medium. DGB’s risk appetite for this risk is low.
RISK FACTORS
44
Financial risk
Financial risks relate to the failure to generate revenue due to the entry of new
competitors together with the introduction of new products, brands, and sales models.
The positioning, product range, pricing, and service level of various retail brands in their
markets are continually refined based on frequent, extensive, and thorough customer
research, market information, and competition analysis.
Non-executive board members
Both the Corporate Governance Code and practicality support the proposition that the Board of
Directors should include non-executive directors who cannot and should not be involved in actual day-
to-day risk management. Instead, the non-executive directors should satisfy themselves through their
risk oversight role that the risk management policies and procedures designed and implemented by
the senior executives are consistent with the company’s strategy and risk appetite.
DGB has taken the necessary steps to foster an enterprise-wide culture that supports appropriate risk
awareness, behaviours, and judgments about risk. We recognise, appropriately escalate, and address
risk-taking beyond the company’s determined risk appetite. Nevertheless, the Board of Directors does
not currently have any non-executive board members and therefore lacks the desired supervisory
function in its senior management.
In 2023, this risk factor was high, in 2024, this remained high. DGB’s risk appetite for this risk is medium.
External auditor
To comply with Euronext Amsterdam's Rule 61003/2, which mandates the engagement of a European
Public Interest Entity (PIE) audit firm for the auditing of annual reports, DGB appointed GCP Auditors LTD
(GCP), a registered PIE audit firm. This appointment secures DGB’s compliance with the rule published
on 13 April 2021, which stipulates that companies without a PIE auditor risk delisting. The audit of DGB’s
financial statements for the fiscal year 2024 was conducted by GCP, and their involvement supports
DGB’s continued listing on Euronext Amsterdam.
While this appointment is a significant milestone, it is important to note that the number of certified PIE
audit firms remains limited, particularly in the Netherlands. As such, the availability of qualified audit firms
continues to pose a structural challenge to smaller listed entities, including DGB.
In parallel, compliance with laws and regulations is continuously monitored. DGB performs proactive
internal compliance checks with strong involvement from its legal department and external advisers.
Business processes are designed to fully support a transparent and auditable control environment
In 2023, this risk factor was high, in 2024, this lowered to medium. DGB’s risk appetite for this
risk is low.
RISK FACTORS
45
Governance risk
DGB accepts strategic and business risk knowing that to achieve its strategic objectives,
it will consume capital when investing in new assets, people, and processes. In
pursuance of its strategic objectives, DGB values a solid financial and capital outlook.
Corporate governance
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
CORPORATE GOVERNANCE
47
Corporate governance
A solid, transparent, and seamless corporate governance structure is key to DGB.
DGB is a public limited liability company incorporated under Dutch law and listed on Euronext
Amsterdam in the Netherlands. The corporate governance structure is based on the articles of
association, the Dutch Civil Code requirements, the revised 2016 Dutch Corporate Governance Code
(the Code), applicable securities laws, and the rules and regulations of Euronext Amsterdam.
The Company monitors and assesses the corporate governance structure to ensure compliance with
the Code, applicable laws and regulations, and relevant developments. If a substantial change to the
corporate governance structure occurs that affects compliance with the Code, shareholders will be
informed at a General Meeting.
Board structure
The Company has a one-tier board structure consisting of executive directors and non-executive directors,
each of which has specific responsibilities and is accountable to the General Meeting for the performance
of their duties.
The Board of Directors is collectively responsible for the overall management, including developing and
executing DGB’s strategy and risk management policy and setting and achieving DGB’s objectives. The
non-executive directors oversee and advise the executive directors and can give guidance to their general
development. Each director is accountable to the General Meeting for performing their duties.
Each Director has duties related to their specific area of responsibility and expertise. In performing their
duties, the directors must be guided by the best interests of DGB and its business, considering the
interest of its stakeholders. These interests are driven by DGB’s focus on long-term value creation and the
implementation thereof in DGB’s strategy and culture. The Board By-Laws sets out rules regarding the
composition, responsibilities, and objectives of the Board of Directors. The board also has due regard for
corporate social responsibility issues relevant to DGB.
Nomination and
Remuneration
Committee
The Board of Directors assigned certain tasks to the
Nomination and Remuneration Committee. This Committee
drafts proposals for DGB’s remuneration policy and
proposes the remuneration of the individual directors. It
analyses developments of the Code and other applicable
laws and regulations and prepares proposals for the Board
of Directors on these subjects. It further advises the Board
of Directors on its duties regarding selecting and appointing
directors. The Committee is also responsible for annual
assessments of the individual directors. Where necessary,
the Nomination and Remuneration Committee prepares
proposals for (re)appointments and drafts the selection
criteria for directors' (re)appointment.
Audit committee
The Board of Directors assigned certain tasks to the Audit
Committee. This Committee supervises the provision of
the company’s financial information. The Committee issues
preliminary advice to the Board of Directors regarding
the approval of DGB’s interim and annual accounts. It
also advises the Board of Directors on the nomination of
the external auditor, which is appointed at the General
Meeting. The Committee plans to be in regular contact
with the internal audit function and the external auditor and
monitors the auditor’s independence. In addition to advising
the Management Board on tax and finance matters, it is
also responsible for supervising compliance with relevant
legislation and regulations.
CORPORATE GOVERNANCE
48
Board committees
According to the Code principle 1.3, DGB appointed an internal
audit function to assess the design and operation of the internal
risk management and control systems.
In anticipation and preparation for new non-executive board
members, the Board of Directors appointed two permanent
committees: a Nomination and Remuneration Committee and an
Audit Committee (the Committees).
Each of these Committees has a preparatory and/or advisory role
to the Board of Directors. The Committees report their findings
to the Board of Directors, which is ultimately responsible for all
decision making. Terms of Reference apply for each Committee,
found at www.green.earth/corporate-governance
1.1.2: The Board of Directors was not able to engage with the supervisory board early on in
formulating the strategy for realising long-term value creation, as there were no non-executive
board members in 2023.
1.1.3: The Board of Directors was not able to discuss the strategy, the implementation of the
strategy, and the principal risks associated with it with the supervisory board, as there were no non-
executive board members in 2023.
1.4.1: The Board of Directors did not render an account of the effectiveness of the design and
operation of the internal risk management and control systems referred to in best practice
provisions 1.2.1 to 1.2.3, as there were no non-executive board members in 2023.
1.5, 1.5.2 and 1.5.4: As there were no non-executive board members and no external auditor
appointed for 2022, there were no meetings described in these principles.
1.6.1 t/m 1.6.4 and 1.7.1 t/m 1.7.6: No external auditor was appointed for 2023.
2.1.1 t/m 2.1.10, 2.2.1 t/m 2.2.8, 2.3.4 t/m 2.3.11 and 2.6.4: There were no non-executive board
members in 2023.
3.1.1 t/m 3.1.3, 3.2.1 t/m 3.2.3 and 3.3.1 t/m 3.3.3: There were no non-executive board members
in 2023 to propose a remuneration policy with the management board remuneration and its
appropriate remuneration at the general meeting.
4.1.1: There were no non-executive board members in 2023 to supervise relations with
shareholders.
4.1.9: There was no external auditor appointed in 2023 to be questioned by the general meeting
concerning his report on the fairness of the financial statements.
5.1.1 t/m 5.1.5: The composition and functioning of the management board were not composed
of both executive and non-executive directors so that the supervision by non-executive directors
is properly carried out and independent supervision could be assured, as there were no non-
executive board members in 2023.
CORPORATE GOVERNANCE
49
Compliance with the Dutch
Corporate Governance Code
DGB acknowledges the importance of good corporate governance. The Group agrees
with the general approach and the majority of the provisions of the Code. In 2024, there
were no non-executive board members. GCP Auditors LTD, a registered Public Interest
Entity (PIE) audit firm, was appointed as an external auditor for the 2024 annual report. As
such, DGB fully complies with the Code with the exception of:
Remuneration report
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
REMUNERATION REPORT
51
Remuneration report
This report provides an overview of the Remuneration Policy approved at the Annual General Meeting
of DGB in 2024 (Remuneration Policy). It explains how this policy has been implemented over the past
financial year.
This Remuneration Report is intended to reflect the reporting requirements stated in article 2:135b of the
Dutch Civil Code (DCC), which came into effect on 1 December 2019. It implements the EU Shareholder
Rights Directive II (SRD II), which took effect on 3 April 2017. One of the key objectives of SRD II is to provide
greater transparency for company stakeholders, which DGB fully supports and strives to achieve.
Key considerations
DGB is rapidly growing and transforming. The resilience and strategic agility demonstrated by the Board of
Directors and executive leadership team have been instrumental in steering DGB through past challenges,
including the successful navigation through delisting challenges and guiding the company from 2020 to its
current strong position.
DGB's remarkable growth trajectory underscores the effectiveness of our leadership in identifying
and seizing opportunities for expansion and innovation. The Remuneration Committee has adapted its
approach to designing pay programmes and making compensation decisions to reflect the evolving
landscape of our business and the exceptional dedication and hard work of our leadership team. The
Remuneration Committee recognises the importance of aligning compensation with the company's
ambitious goals and the key role played by our leaders in achieving these objectives. As such, DGB’s
remuneration framework is designed to reward the successful implementation of strategies that drive
sustainable growth, enhance shareholder value, and solidify DGB's position as a leader in the carbon
project development and ecosystem restoration sectors.
The Board of Directors' ability to successfully navigate through the challenges posed by the delisting
process and other significant hurdles since 2020 is a testament to their resilience, foresight, and
unwavering commitment to the company's long-term success. In recognition of these accomplishments,
the Remuneration Committee believes it is crucial to structure compensation to reflect the complexity and
significance of these achievements. This includes acknowledging the strategic decisions and actions taken
to safeguard the company's future during uncertain times.
Consistent with our commitment to aligning pay with performance, a significant portion of the
remuneration package for the Board of Directors remains variable, based on both short-term and
long-term performance metrics. This approach ensures that there is a direct correlation between the
compensation of our leadership and the success of DGB, incentivising the continued pursuit of excellence
and strategic objectives that benefit all stakeholders.
REMUNERATION REPORT
52
Primary remuneration
elements for 2024
The Remuneration Policy is designed to attract, motivate, and retain skilled members of the Board of
Directors, ensuring that DGB has the leadership necessary to navigate through its dynamic growth phase
and achieve its strategic and operational goals. In alignment with this objective, the Remuneration Policy
offers a balanced and competitive compensation package to the members of the Board of Directors,
reflecting the complexity and importance of their role in driving the company's success.
The Nomination and Remuneration Committee, responsible for overseeing the Remuneration Policy,
remuneration plans, and practices, plays a pivotal role in evaluating and recommending adjustments
to ensure the policy remains competitive and aligned with the company's objectives. While ideally
comprising a majority of non-executive directors to ensure impartiality and balance, the Committee
currently includes members of the Board of Directors itself due to transitional arrangements.
The comprehensive review of the Remuneration Policy took into account a broad range of factors,
including the future strategic opportunities and challenges anticipated for DGB, the evolving corporate
governance landscape, feedback from our employees, and insights from shareholders and advisory
bodies. This holistic approach ensures that the Remuneration Policy not only meets current needs but is
also adaptable to future developments.
The DGB Share Option Scheme 2021 is in place and used as a significant part of the remuneration
packages, affecting both short-term and long-term incentives. The Scheme is designed to align the
interests of the Board of Directors more closely with those of shareholders and to incentivise the
achievement of key strategic and financial milestones, thereby fostering a culture of ownership and long-
term value creation for all stakeholders involved.
Scope
The Remuneration Policy of DGB is simple and transparent, supports the interests and sustainability of
DGB in the medium and long term, and encourages a ‘pay for performance culture’. The Nomination and
Remuneration Committee may only deviate from the Remuneration Policy in exceptional circumstances.
Objectives
The objective of DGB’s Remuneration Policy is to attract, motivate, and retain qualified individuals needed
to achieve its strategic and operational objectives.
The Committee took the following areas into account in establishing the Remuneration Policy:
• International and Dutch competitive market trends;
• The relevant provisions of statutory requirements;
• Being mindful of corporate governance best practices as expressed by institutional investors and the
interests of DGB’s shareholders;
• Trends in sustainability;
• The social context around remuneration;
• The views of the board, senior leadership, and employees; and
The views and interests of our stakeholders.
Salary,
benefits, and
pensionent
Salary is fixed cash compensation that
enables the recruitment and retention
of individuals required to drive business
performance and execute DGB’s strategy.
Salaries are set in line with individual
performance and contribution to company
goals with reference to external market data.
There is no defined maximum salary or level
of benefits.
The Nomination and Remuneration
Committee’s usual approach to salary
increases is to consider the range awarded
to other employees. However, any increases
will be subject to strong individual
performance.
Performance measures
Key elements of our ‘pay for performance’ culture are linked to pre-determined measurable
targets set and assessed by the Nomination and Remuneration Committee. Our performance
measures evolve over time but always support DGB’s long-term interests by ensuring we reward
individuals appropriately for driving the strategic agenda and supporting environmentally sound
solutions. Targets are developed around a mix of financial and non-financial measures.
The nonfinancial measures are predominantly strategic goals focusing on the long-term and
DGB's sustainability. Each year these targets are based on specific projects and priorities for
the forthcoming year. At the beginning of each year, the Committee establishes performance
measures and targets based on DGB’s business priorities. These are reviewed after the end of the
year, and the Committee approves awards based on the performance achieved. The Committee
applies judgement where necessary to ensure approved pay-out levels reflect actual, overall
company performance.
The Remuneration Policy includes a target annual bonus opportunity of 100% of the gross annual
base salary for the CEO and 50% of the gross annual base salary for the other executive directors.
The maximum opportunity will be 200% of the target. Performance is assessed over a financial
year based on a mixture of corporate, financial, operational, strategic, and personal objectives.
Measures will normally be weighted 60% financial and 40% non-financial. The Committee can
determine a different ratio between financial and non-financial measures.
The non-financial measures vary from year to year but generally relate to health, safety, and
environment (HSE), strategy, finances, and people. Payment under the bonus arrangement may be
reduced by up to 20% if HSE performance is judged unsatisfactory by the Committee, taking into
account feedback from the HSE Committee.
REMUNERATION REPORT
53
Summary
of Board of
Directors'
remuneration
During 2023, the Board of Directors was
composed of Mr Selwyn Duijvestijn, CEO.
Remuneration policy
On the right-hand side, you will find a detailed overview outlining
the remuneration packages for the board members. This includes
comprehensive information regarding the compensation
package, including fixed annual salary, short-term and long-term
incentives, and the mechanisms for awarding these incentives
through the DGB Share Option Scheme 2021.
The DGB Share Option Scheme 2021 aims to incentivise
the creation of shareholder value above what comparable
organisations achieve.
The scheme is designed to encourage the creation of
shareholder value beyond that of comparable organizations
by granting executive directors options that vest based on the
achievement of predefined performance targets, evaluated
by the Nomination and Remuneration Committee. It includes
provisions for performance target adjustments to ensure they
remain challenging, and outlines shareholding requirements for
executive directors to align their interests with the long-term
success of the organization and its shareholders.
Executive directors are expected to build up share ownership
over five years (the later of the date of implementation of the
share ownership guidelines or appointment) and maintain
holdings of at least 300% of the base salary for the CEO and 150%
of the base salary for the other executive directors until this time
requirement has been met.
The table below provides an overview of the current
Remuneration Policy.
Role
Chief
Executive
Officer
(CEO)
Chief
Revenue
Officer
(CFO)
Chief
Financial
Officer
(CFO)
Chief
Operation
Officer
(CFO)
Chief
Expansion
Officer
(CXO)
Annual salary
(full-time gross)
€240,000 €120,000 €180,000 €180,000 €120,000
2024 Target STI
opportunity
100% of
salary
300% of
salary
100% of
salary
100% of
salary
300% of
salary
2024 Target LTI
award
500% of
salary
200% of
salary
200% of
salary
200% of
salary
200% of
salary
The table below provides a summary of Non-executive
board members.
Role Chief Executive Officer (S.A.M. Duijvestijn)
2024 Annual
xed salary
€90,000
2024 Target STI opportunity 0% of salary
2024 Target LTI award 0% of salary
Peer group
In principle, the remuneration level is
validated by a benchmark comparison
once every three years, and reviewed
annually. This helps to determine the
overall competitiveness of the Board of
Directors’ remuneration. The benchmark
comparison of DGB´s remuneration
is that of a peer group of other Dutch
small-cap companies.
REMUNERATION REPORT
54
REMUNERATION REPORT
55
Outlook for 2025
The compensation for members of the Board of Directors at DGB has been carefully evaluated in light of the prevailing market conditions and in parallel with adjustments made for other employees. Reflecting on
DGB's remarkable performance in 2024, which includes significant growth in forward sales, revenue, and project portfolio expansion, along with establishing key strategic partnerships and gaining industry recognition,
an adjustment to the board's compensation is anticipated. This increase in remuneration is a testament to the directors' pivotal contribution to DGB's success and their unwavering dedication to guiding the company
towards a sustainable and thriving future.
The enhancement of the Board of Directors' compensation package is strategic and aimed at attracting and retaining elite talent within the highly competitive carbon market industry. By offering remuneration
packages that stand out, DGB ensures its leadership comprises individuals with the requisite qualifications and experience to adeptly steer through the challenges and seize the opportunities that emerge within the
fast-paced carbon markets. This approach is crucial for DGB's sustained leadership as a premier carbon project developer and ecosystem restoration entity.
Moreover, emphasising the importance of aligning the Board of Directors' interests with those of the company and its shareholders, DGB has implemented measures to encourage board members to become
shareholders themselves. This initiative is designed to deepen their commitment to the company's long-term success and ensure that their decision-making is closely aligned with the interests of all stakeholders.
Having the Board of Directors hold a stake in DGB not only enhances their investment in the company's future but also reinforces their dedication to driving shareholder value and achieving strategic objectives. This
alignment is fundamental to fostering a culture of ownership and accountability, which is pivotal in steering DGB towards achieving its ambitious goals in the carbon market and beyond.
Compliance
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
COMPLIANCE
57
of a single executive member. While this structure has been disclosed transparently and managed in line with
Dutch corporate governance principles, the concentration of executive authority in a sole director presents inherent
governance risks, particularly regarding oversight and independent challenge. To mitigate these risks, the Company
has adopted and implemented a comprehensive set of corporate governance policies as approved at the Annual
General Meeting on 6 July 2023, including the establishment of three formal board committees: Audit, HSE, and
Nomination & Remuneration.
In addition, DGB operates a performance-based remuneration structure. While no long-term incentive (LTI) plans were
in place during the reporting year, a previously agreed LTI plan (2021–2024) was settled in March 2025, following the
achievement of all performance milestones. The award, amounting to €2.5 million in equity, was granted to the CEO
and settled entirely using treasury shares to avoid dilution. Although aligned with long-term value creation objectives,
such arrangements may be perceived as sensitive in the context of a sole-director structure and are therefore
disclosed in full to ensure transparency. The Company has since confirmed its intention to implement a broader and
more diversified board structure in H2 2025, including the appointment of two non-executive directors to reinforce
oversight and safeguard stakeholder interests.
The Board recognises these governance elements as transitional risks associated with the Company’s scale-up phase
and continues to prioritise strong internal controls, shareholder engagement, and regulatory compliance as it moves
toward a more balanced board composition and institutional maturity.
Subsequent events
• The Board also acknowledges the significance of the events that occurred after the balance sheet date:
• The full listing of all DGB shares on Euronext Amsterdam on 10 March 2025 enhances transparency and market
accessibility;
• The private placement completed on 19 March 2025 strengthens the Group’s capital base;
• The settlement of the CEO’s long-term incentive plan using treasury shares ensures alignment with performance
and shareholder value while avoiding dilution;
• The formal appointment of GCP as PIE auditor underscores our compliance with capital markets regulation;
• The announced rebranding to Green Earth Group signals a strategic evolution, reinforcing DGB’s broader
environmental and sustainability mission.
Confirmation
• In accordance with Article 5:25c of the Financial Supervision Act, the Board declares that, to the best of its
knowledge:
• The financial statements for 2024 give a true and fair view of the assets, liabilities, financial position and result of
DGB Group N.V.; and
• This Annual Report provides a true and fair view of the situation as of 31 December 2024 and the developments
and results of the Company and its subsidiaries during the 2024 financial year, including a description of the key
risks facing the Group.
The Board of Directors of DGB Group N.V. is responsible for establishing and maintaining a sound system of risk
management and internal control. This system is designed to ensure the integrity and reliability of financial and
non-financial reporting, effective operational oversight, and full compliance with applicable laws and regulations. It
is also instrumental in supporting strategic decision-making and safeguarding stakeholder interests.
During the reporting period, the Board operated with a single statutory director. While this governance structure
is legally permissible, the Company acknowledges that it does not fully reflect the best practice provisions of the
Dutch Corporate Governance Code, particularly in relation to independent oversight. The Company has historically
faced challenges in expanding its Board structure in the absence of audited financial statements, which are often a
prerequisite for attracting qualified independent directors. With this hurdle now overcome through the successful
completion of the 2024 external audit, and as noted in the subsequent events section, the Company is actively
proceeding with the implementation of an expanded board structure (including the appointment of independent
non-executive directors ) expected to be completed in the second half of 2025.
Internal control over financial reporting forms an essential part of DGB's overall control environment. It aims to
provide reasonable assurance regarding the accuracy of our external financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union and the relevant provisions of
Dutch law (including Article 2:362 sub 8 of the Dutch Civil Code).
Key components of this internal control framework include:
• Maintaining accurate and detailed records of all transactions;
• Ensuring transactions are authorised and properly recorded for reliable reporting;
• Identifying and managing risks that could affect financial reporting and operational performance.
These systems are designed to reduce, but not eliminate, the risk of material misstatements or breaches. Therefore,
absolute assurance cannot be given. Moreover, any system of control is subject to inherent limitations due to
changes in internal or external circumstances.
As part of its annual cycle, the Board conducted a comprehensive risk assessment and reviewed the principal risks
as disclosed in the section 'Risk Factors' of this report. The Board confirms that, to the best of its knowledge and in
line with best practice provision 1.4.3 of the Dutch Corporate Governance Code:
• This Annual Report provides adequate insight into the effectiveness of the Company’s risk management and
internal control systems;
• These systems provide reasonable assurance that the 2024 financial reporting does not contain material
misstatements;
• Based on the current situation, it is justified to prepare the financial statements on a going-concern basis;
• This Annual Report appropriately outlines the material risks and uncertainties relevant to DGB’s operations and
continuity over the twelve months following the date of this report.
Governance and Remuneration Risk Disclosure
During the reporting period and up to the date of this report, the Board of Directors of DGB Group N.V. consisted
Statement by the Board of Directors
The Board of Directors, DGB Group N.V.
Hardenberg, the Netherlands, 30 May, 2025,
S A M Duijvestijn, CEO
Project pipeline
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
PROJECT PIPELINE
59
Project pipeline
Recent project validations
In Q2, DGB secured its first validation for the Hongera Energy Efficient Cookstoves
Project in Kenya under the Gold Standard. Following this milestone, DGB achieved
Verified Carbon Standard (VCS) validation for the Hongera Reforestation Project in
Kenya and the Greenzone Reforestation Project in Cameroon. With these validations,
DGB has successfully met its target of validating at least three of its proprietary
projects by the end of 2024.
New
Projects
Feasibility
Study
Project
Design
Project
Validation
Project
Implementation
Periodic
Verification
Project
Completed
41 years
of project lifetime duration
6.7 million
trees being planted
10,800 hectares
of degraded land being
restored
5.1 million
tonnes of verified CO₂ units
during project lifetime
11,000
farmers and their families
positively impacted
*Disclaimer: These are expected figures that are subject to change.
PHASE: PROJECT IMPLEMENTATION PROJECT ID: VERRA ID3321
FIND OUT MORE ABOUT THE PROJECT
PROJECT PIPELINE
60
Hongera Reforestation Project
The Hongera Reforestation Project is a large-scale nature-based solutions project in Kenya that aims to restore previously-forested areas that have been affected by human
activities. This project involves replanting trees in areas affected by (illegal) logging, agricultural clearance, development, construction, and firewood collection. The project is
designed to restore nature, protect biodiversity, increase water security, and provide a better quality of life for local communities.
The project involves working with local communities, such as smallholder farmers, who are largely reliant on the land for their income and are now facing reduced yields, an
increasingly unstable climate, and reductions in food and water security.
The project provides jobs and investment to alleviate poverty in these communities. The trees planted will include a mix of fruit trees, indigenous trees, and shade trees,
chosen for their ability to thrive in the local environment and provide benefits to the local communities.
PROJECT PIPELINE
61
Hongera Reforestation Project
The Hongera Reforestation Project is recognised on a cost basis only,
following the Company’s change in accounting estimate effective 1 January 2024. This
approach, applied consistently across our project portfolio, reflects a conservative
alignment with IFRS requirements and best practices in carbon project development.
It ensures that only actual, realised outcomes—such as verified carbon credit
issuances or contracted sales—are recognised in our financial accounts. While this
may temporarily understate the apparent value of the project, it does not reflect a
change in the underlying fundamentals or long-term cash flow potential.
Hongera Reforestation Project is a key pillar of DGB Group’s nature-based impact
strategy. Developed in collaboration with AIAT as the in-country project implementer,
the initiative aims to plant approximately 6.7 million trees across the Mount Kenya and
Aberdare regions and is expected to generate around 5.1 million high-integrity nature-
based removal carbon credits over its planned 41-year project duration. The project
has achieved important developmental milestones and continues to advance through
its validation and verification phases. With rising global demand for verified carbon
removals, Hongera Reforestation Project is well positioned to deliver substantial
environmental and financial value.
Our adoption of cost-based accounting from 2024 onward is not a reflection of
reduced expectations, but rather of our commitment to transparency, compliance,
and long-term investor confidence. We remain confident in the strong economic
value embedded in the Hongera Reforestation Project and expect to realise this value
progressively as credits are verified, issued, and monetised.
Prior to the change in accounting policy, the Hongera Reforestation Project was
valued at approximately EUR 5.566 million in the 2024 semi-annual report, based
on projected revenues from future carbon credit issuances and prevailing market
conditions. Since then, the project has continued to advance operationally. While we
now report on a cost basis from the 2024 year-end onward, this accounting change
does not affect the project’s underlying value or the strong future cash flow potential
associated with verified credit issuances.
PROJECT PIPELINE
62
FIND OUT MORE ABOUT THE PROJECT
Greenzone Reforestation Project
The Greenzone Reforestation Project is a large-scale nature-based solutions initiative in Cameroon aimed at restoring nature, creating forests, and promoting sustainable
development. The Congo Basin region in Cameroon loses thousands of hectares of forest each year due to deforestation caused by commercial logging and firewood
collection activities. With the growing population, the pressure on natural resources continues to increase.
This project aims to address these challenges by planting millions of trees, protecting biodiversity, enhancing water security, and providing a better quality of life for local
communities. These trees will include shade trees, nut trees, and indigenous fruit trees that will be planted on community-owned land, thereby creating a buffer zone for
biodiversity. The project aims to sequester carbon from the atmosphere by fixing carbon dioxide in the soil, roots, trunk, and leaves of the trees. It is the largest carbon project
registered in the country and hosts the second largest nursery.
41 years
of project lifetime duration
9.1 million
trees being planted
20,500 hectares
of degraded land being
restored
7.8 million
tonnes of verified CO₂ units
during project lifetime
2,000
farmers and their families
positively impacted
*Disclaimer: These are expected figures that are subject to change.
PHASE: PROJECT IMPLEMENTATION PROJECT ID: VERRA ID4176
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Greenzone Reforestation Project
As disclosed in this annual report, the Greenzone Reforestation Project (Afforestation,
Reforestation, and Restoration) Project is recognised on a cost basis only, following
the Company’s change in accounting estimate effective 1 January 2024. This approach,
applied consistently across our project portfolio, reflects a conservative alignment with
IFRS requirements and best practices in carbon project development. It ensures that
only actual, realised outcomes, such as verified carbon credit issuances or contracted
sales, are recognised in our financial accounts. While this may temporarily understate
the apparent value of the project, it does not reflect a change in the underlying
fundamentals or long-term cash flow potential.
The Greenzone Reforestation Project remains a cornerstone of DGB Group’s impact
strategy, covering over 9 million trees planted in the Congo Basin and designed to
generate an estimated 7.8 million high-integrity nature-based removal carbon credits
over its 41-year project life. The project has been independently validated and is
progressing through key milestones toward carbon issuance. Market-based valuations
for similar large-scale nature-based projects continue to show multi-million euro
ranges, driven by growing demand for verified carbon removal credits from both
compliance and voluntary buyers.
Our decision to move to cost-based accounting from 2024 onwards is not a reflection
of reduced expectations, but rather of our commitment to transparency, compliance,
and long-term investor trust. We remain confident in the substantial economic value
embedded in the Cameroon project and expect to unlock this value progressively as
carbon credits are verified, issued, and monetised.
Prior to the change in accounting policy, the Greenzone Reforestation Project was
valued at approximately EUR 5.816 million in the 2024 semi-annual report, based
on projected revenues from future carbon credit issuances and prevailing market
conditions. Since then, the project has continued to advance operationally. While we
now report on a cost basis from the 2024 year-end onward, this accounting change
does not affect the project’s underlying value or the strong future cash flow potential
associated with verified credit issuances.
*Disclaimer: These are expected figures that are subject to change.
41 years
of project lifetime duration
31.5 million
trees and bushes being
planted
22,700 hectares
of degraded land being
restored
10.1 million
tonnes of verified CO₂ units
during project lifetime
12,000 farmers
positively impacted
PHASE: PROJECT IMPLEMENTATION PROJECT ID: GOLD STANDARD ID GS12226
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Bulindi Agroforestry and Chimpanzee Conservation Project
Cameroon The Bulindi Agroforestry and Chimpanzee Conservation Project is an afforestation project in western Uganda that aims to protect the remaining habitat of the Bulindi
chimpanzees and support local village households. The project was established by our local NGO partner, BCCP (the Bulindi Chimpanzee and Community Project), in 2015, in
response to the urgent conservation situation in the Hoima and Masindi districts, where over 300 wild chimpanzees survive in shrinking fragments of forest on agricultural land. This
area is important for conservation as it is a corridor linking major chimpanzee populations in two large protected areas, the Budongo and Bugoma forests, each home to more than
500 chimpanzees.
The project's approach is to work with local communities and households to find sustainable solutions that will benefit both the chimpanzees and the people in the area. The project
supports local households by providing them with energy-saving stoves and seedlings for woodlots which reduce pressure on remaining natural forests. Forest enrichment planting
aims to replenish the forest with natural foods for chimpanzees to reduce future human–chimpanzee conflict (by reducing crop ‘raiding’ by the great apes).
The project also provides households with training in conservation farming, new income sources, building, the use of more fuel-efficient stoves, water quality, the benefits of trees,
erosion control, and leadership skills. The project aims to find a workable template to help conserve the wider population of ‘corridor
chimpanzees’ in unprotected forests regionally, which are equally threatened by human activities.
FIND OUT MORE ABOUT THE PROJECT
PROJECT PIPELINE
65
As disclosed in this annual report, the Bulindi Agroforestry and Chimpanzee
Conservation Project (Afforestation, Reforestation, and Restoration) Project is
recognised on a cost basis only, following the Company’s change in accounting
estimate effective 1 January 2024. This approach has been applied consistently across
all project assets and reflects a conservative interpretation of IFRS requirements and
recognised best practices in carbon project accounting. Under this methodology,
only realised outcomes—such as verified carbon credit issuances or executed sales
agreements—are recorded in our financial statements. While this may temporarily
reduce the reported value of the project, it does not represent a change in its
underlying fundamentals or future revenue potential.
The Bulindi Agroforestry and Chimpanzee Conservation Project is one of the largest
initiatives in DGB Group’s nature restoration portfolio. Developed in partnership
with BCCP (Bulindi Chimpanzee & Community Project) as the local implementing
partner, the project is focused on the reforestation and long-term conservation of
the Bulindi region. Over its planned 41-year life, the initiative is expected to generate
approximately 10.1 million high-quality nature-based carbon removal credits. The
project has received strong community engagement, independent validation, and
continues to move through verification milestones. As global demand for large-
scale carbon removal solutions increases, the Bulindi Agroforestry and Chimpanzee
Conservation Project is expected to deliver significant long-term value—both
environmentally and economically.
Our shift to cost-based accounting from 2024 onwards reflects DGB Group’s
commitment to regulatory compliance, financial integrity, and long-term investor
trust. We continue to believe in the strong future cash flow potential of the Bulindi
Agroforestry and Chimpanzee Conservation Project and expect to realise this value
over time as credits are verified and monetised.
Bulindi Agroforestry and Chimpanzee Conservation Project
Hongera Energy Efficient Cookstoves Project
The Hongera Energy Efficient Cookstoves Project manufactures and distributes energy-efficient cookstoves to local communities in multiple sites across Mt Kenya and the
Aberdare areas. The project aims to reduce deforestation and indoor air pollution by providing a more efficient cooking method that reduces the amount of firewood needed
and thus reduces pressure on local forests. The stoves are locally-made, ensuring that they are suitable for the needs of local communities.
The project also has a positive impact on the local community. Using energy-efficient cookstoves improves indoor air quality, which helps reduce the risk of respiratory
diseases and other health problems. It also saves time and money for local communities, as they no longer have to spend as much time and resources gathering firewood.
The project further has a positive impact on the environment by reducing deforestation and preserving local ecosystems. Reducing firewood use can effectively reduce
deforestation, allowing afforestation or conservation projects to be more effective.
7 years
of project lifetime duration
150,000 cookstoves
being manufactured and distributed
2.5 million
tonnes of verified CO₂ units during
project lifetime
150,000 households
and their families positively
impacted
PHASE: PERIODIC VERIFICATION
PROJECT ID: GOLD STANDARD ID GS12033
PROJECT PIPELINE
66
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PROJECT PIPELINE
67
As disclosed in this annual report, the Hongera Energy Efficient Cookstoves Project
is recognised on a cost basis only, following the Company’s change in accounting
estimate effective 1 January 2024. This updated approach, applied uniformly across
our project portfolio, reflects a conservative alignment with IFRS accounting standards
and established practices within the carbon project development sector. Under this
framework, only realised outcomes—such as verified carbon credit issuances or
binding purchase agreements—are recognised in our financial reporting. While this
may result in a temporarily reduced book value, it does not impact the underlying
fundamentals or the expected long-term economic contribution of the project.
The Hongera Energy Efficient Cookstoves Project is a central component of DGB
Group’s portfolio. Developed in collaboration with AIAT as the local implementing
partner, the project aims to produce and distribute high-efficiency cookstoves
across rural communities in the Mount Kenya and Aberdare regions. By reducing
deforestation, improving indoor air quality, and cutting household emissions, the
project contributes to both environmental and social impact. Over its planned 7-year
project life, it is expected to generate approximately 2.5 million nature-based carbon
removal credits. The project has been successfully launched, with thousands of
cookstoves already distributed, and continues to advance through its verification and
credit issuance phases.
The transition to cost-based accounting from 2024 onwards is part of our broader
commitment to transparency, regulatory compliance, and investor confidence.
We remain confident in the strong future value of the Kenya Cookstoves Project
as it scales and generates verifiable emissions reductions. Prior to the change in
accounting policy, the Hongera Energy Efficient Cookstoves Project was valued at
approximately EUR 5.540 million in the 2024 semi-annual report, based on projected
revenues from future carbon credit issuances and prevailing market assumptions.
Since then, the project has continued to progress on the ground. While now reported
on a cost basis, this accounting change does not affect the project’s underlying value
or its strong future cash flow potential.
Hongera Energy Efficient Cookstoves Project
7 years
of project lifetime duration
150,000 cookstoves
to be manufactured
and distributed
2.4 million
tonnes of Verified CO2 Emission
Reductions during project lifetime
150,000 households
and their families positively
impacted
PHASE: FEASIBILITY STUDY
*Disclaimer: These are expected figures that are subject to change.
PROJECT PIPELINE
68
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Sawa Cookstoves Project
The Sawa Cookstoves project is a sustainability initiative developed by DGB to address the issue of deforestation and indoor air pollution in Cameroon's Central Region. The
project aims to reduce deforestation by providing 150,000 efficient, locally-manufactured cookstoves to the region's population, which is one of Cameroon's most densely
populated regions.
The project aims to improve the livelihoods of local communities by reducing the negative health impacts associated with cooking with wood or charcoal, disproportionately
affecting women and children. Additionally, the project supports reforestation efforts and improves overall sustainability in the region. The purpose of the project is to
encourage the use of more sustainable methods for heating and cooking, thus reducing the amount of firewood needed and decreasing the negative health impacts
associated with traditional cooking methods.
The cookstoves are designed to be efficient and locally manufactured, which will not only reduce the need for firewood but also create jobs and boost the local economy.
The project is also accredited by leading verification standards. DGB's boots-on-the-ground approach ensures that the project is executed with the highest standards and that
it will have a positive impact on both people and nature in the region.
10 years
of project lifetime duration
3,000 cookstoves
to be manufactured
and distributed
0.4 million
tonnes of Verified CO2 Emission
Reductions during project lifetime
3,000
schools’ kitchens
positively impacting the lives
of students and staff
PHASE: FEASIBILITY STUDY
*Disclaimer: These are expected figures that are subject to change.
PROJECT PIPELINE
69
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Stoves for Schools Project
Alongside the Hongera domestic cookstoves (Hongera Energy Efficient Cookstoves Project) and Hongera reforestation project (Hongera Reforestation Project (Mt Kenya and
Aberdares)), DGB is developing another cookstove technology specifically designed for educational institutions. This is part of a dual strategy creating integrated projects
that aim to: 1) leverage economies of scale by utilising infrastructure created by existing projects to increase the outcomes of new projects; and 2) have the same population
benefitting from one project also benefitting from other projects that address different societal and environmental challenges.
For the Stoves for Schools: improving health with children and preventing deforestation project, we used the developed and registered technology of the improved domestic
cookstoves for the institutional version. Therefore, it has the same levels of efficiency and thermal and fuel saving (Kenyatta University testing results pending). The institutional
stoves have been developed based on the needs and challenges encountered at educational facilities. Many schools and educational institutions signed up to be part of the
reforestation project on their available land. During this mobilisation process, the challenges of the educational facilities’ kitchens became clear. These kitchens provide 1–3
warm meals daily for students and staff, especially at boarding schools. Multiple traditional open fires are used for meal cooking, and the extremely poor indoor air quality it
creates increases the risk of respiratory diseases and other health problems for staff and students.
PHASE: FEASIBILITY STUDY
41 years
of project lifetime duration
55+ million
trees to be planted
186,100
hectares of degraded
land to be restored
2.7 million
tonnes of Verified CO2
Emission Reductions during
project lifetime
up to 1,000
lives to be impacted
*Disclaimer: These are expected figures that are subject to change.
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Lake Aral Afforestation Project
The Lake Aral Afforestation Project in Kazakhstan focuses on the reclamation and restoration of the dried banks of the Aral Sea in the Kyzylorda Region through planting saxaul
(haloxylon genus) vegetation and creating new saxaul ecosystems. Saxual is a hardy, salt-tolerant tree species well suited to the harsh conditions of the dried banks of the Aral
Sea. The project's main objective is to counter the negative impacts of salt, dust, and sand from the dried bottom of the Aral Sea, a major environmental problem in the region.
The project is expected to positively impact the local communities and the environment in the Kyzylorda Region. Planting saxaul will help stabilise the soil, improve air quality,
mitigate the impacts of sand-salt storms, and improve the overall environmental conditions in the area. The project will also provide jobs and other economic opportunities for
local communities.
PHASE: FEASIBILITY STUDY
TBC
of project lifetime duration
7,1 million
trees to be planted
22,350
hectares of degraded
land to be restored
5.7 million
tonnes of verified CO₂ units
during project lifetime
TBC
farmers and their families
positively impacted
*Disclaimer: These are expected figures that are subject to change.
PROJECT PIPELINE
71
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DRC Reforestation Project
This project is a visionary reforestation initiative dedicated to the restoration of over 22,000 hectares of degraded land in the Democratic Republic of the Congo (DRC). This
endeavour seeks to breathe new life into an ecosystem facing significant challenges by focusing on the strategic planting of indigenous species. The project aims to revitalise
the landscape, bolster biodiversity, and foster sustainable economic opportunities for local communities.
The project will profoundly impact the environment and society, transforming communities near the site. It will create jobs in tree planting, maintenance, and related activities,
uplifting residents' livelihoods. Additionally, the project promotes sustainable agriculture, improving food security and environmental practices. Focused on planting native
trees, the initiative aims to restore vital forest cover, enhancing biodiversity in a globally significant ecological region. It will significantly contribute to carbon sequestration,
fortifying the local ecosystem against degradation. The project offers a blend of environmental restoration, economic empowerment, and social upliftment.
PHASE: PROJECT DESIGN
7 years
of project lifetime duration
6,500 tonnes
of plastic to the removed
6,500
plastic credits to be generated
100 kg
of plastic collected per day
per e-bike
*Disclaimer: These are expected figures that are subject to change.
PROJECT PIPELINE
72
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Green Wheels Plastic Collection Project
This project, launched by DGB Group in partnership with Eco Spindles, is tackling plastic pollution in Sri Lanka with innovative solutions. Using locally manufactured electric
bikes (e-bikes), the project aims to collect and recycle 6,500 tonnes of plastic waste from beaches, riverbanks, and other natural areas.
The recycled plastic is then transformed into products like textile fibres and brush filaments, promoting sustainable practices and supporting local manufacturing.
This initiative not only restores ecosystems but also fosters a cleaner, healthier environment for local communities by reducing exposure to harmful pollutants.
By advancing a circular economy, the project creates environmental and social benefits, turning waste into value while creating a more sustainable future.
PHASE: PILOT PROJECT
2,000
trees planted
0.025
hectare of land revitalised
*Disclaimer: These are expected figures that are subject to change.
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Queensland Biodiversity Pilot Project
This project aims to restore degraded ecosystems and enhance biodiversity in Queensland, Australia. Using the innovative Miyawaki method—a revolutionary technique that encourages the
rapid growth of native forests to cultivate a small, dense, and biodiverse forest—the project is cultivating a dense, self-sustaining native forest with approximately 2,000 trees from 40 local
species.
This approach promotes rapid forest growth, creating a robust ecosystem that supports diverse wildlife, rejuvenates soil, and purifies air and water. These forests are expected to develop mature
canopies within just a year, significantly faster than traditional forest growth, supporting a rich biodiversity. It also promotes connectivity between natural habitats, facilitating wildlife movement
and interaction, particularly targeting species like the southern cassowary to aid in seed dispersal.
By restoring native habitats, the project contributes to long-term environmental health and sustainability, showcasing how targeted forest planting can dramatically boost local biodiversity and
ecological health.
PHASE: PROJECT FUNDED
1,000
beehives to be distributed
50%
increase in regional bee
population
5,000
hectares of crop pollinated
500
families positively impacted
2.5%
average income increase
for farmers
*Disclaimer: These are expected figures that are subject to change.
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Kenya Beehive Project
The Kenya Beehive Project is a transformative initiative to support local biodiversity and communities through sustainable beekeeping. Bees are vital to biodiversity, pollinating
fruit trees, flowers, and crops within a 5-kilometer radius. With over 70% of food crops relying on pollination, bees are essential to our food supply. However, their populations
are rapidly declining. This project supports the survival of these crucial pollinators, ensuring healthier ecosystems and sustainability.
By distributing beehives to rural farmers in Kenya, the project enhances crop pollination, boosts local ecosystems, and provides farmers with the skills and resources needed
for sustainable beekeeping. Participating farmers then benefit from an additional source of income through the sale of honey and other bee products.
This initiative not only promotes environmental conservation but also strengthens livelihoods, fostering economic resilience in Kenyan rural communities.
166,000+
coffee seedlings to be planted
177+
hectares of coffee to be
planted
336
farmers and their families
positively impacted
±10%
average income increase
for farmers
25
jobs created
*Disclaimer: These are expected figures that are subject to change.
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Uganda Coffee Growing Project
The Uganda Coffee Growing Project focuses on sustainable coffee cultivation to empower local farmers and strengthen Uganda's coffee industry by creating a centralised
source of quality coffee seedlings. Uganda is promoting clonal Robusta coffee for its resilience and high yields, but farmers face challenges accessing quality seedlings and
distribution networks.
To address this, DGB is establishing a 'mother garden' to provide high-quality Robusta seedlings to local farmers, supporting them in improving their yields and livelihoods.
This approach ensures that farmers have access to quality seedlings and it fosters a long-term partnership that benefits both the farmers and the local economy.
This initiative combines sustainable agriculture with socio-economic development, creating a positive impact for communities and the planet.
PHASE: PROJECT FUNDED
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Early-stage projects in
the pipeline
DGB is dedicated to continually replenishing its project pipeline, ensuring a steady flow of promising opportunities for its future growth and success in the carbon credit market while reinforcing its commitment to
sustainable development and global decarbonisation efforts.
DGB's project pipeline demonstrates significant promise for the future, with 7 projects under management and 12 projects currently in the pre-feasibility and feasibility study phases. These preliminary stages are crucial
in identifying each project's viability, potential risks, and opportunities. By thoroughly analysing and assessing these factors, DGB can strategically select and pursue the most promising projects, contributing to its
continued growth and success in the carbon market.
The pre-feasibility study phase evaluates a potential project's technical, environmental, and financial aspects. By conducting a high-level analysis of these areas, DGB can determine whether to proceed with a more
comprehensive feasibility study. The feasibility study phase involves a more in-depth project analysis, including assessing its economic viability, environmental impact, and alignment with DGB's goals and objectives.
These rigorous evaluations ensure that DGB's resources are allocated to projects with the highest positive impact and profitability potential.
The presence of 12 projects in these crucial stages indicates a robust project pipeline and a promising future for DGB. As these projects advance through development, they are assured to contribute significantly to
DGB's growth and expansion in the carbon credit market. By maintaining a strong focus on the pre-feasibility and feasibility study phases, DGB can continue to identify and develop high-potential projects, ultimately
driving value for its stakeholders and furthering its commitment to sustainable growth and global decarbonisation efforts.
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Positive future
The rapidly expanding voluntary carbon markets and rising demand for high-quality carbon units (carbon credits) underscore the pivotal role of DGB in this evolving landscape. Carbon units have become an essential
tool for businesses to reach their decarbonisation goals. DGB's commitment to developing high-quality carbon projects that deliver genuine positive impacts will be instrumental in addressing this growing demand. DGB
is further committed to continuing to set a precedent for transparency and accuracy in the carbon market.
The market outlook for carbon units is exceptionally promising, with projections estimating that the market could reach between $10 billion and $40 billion by 2030. This growth is driven by an increasing number of
companies setting net-zero targets and a rising focus on removal carbon units, which directly lower existing emissions. As one of the fastest-growing companies in the carbon marketplace, DGB is well-positioned
to capitalise on this growth and contribute to global decarbonisation efforts. Our focus on high-quality carbon units ensures that our projects not only create value for our stakeholders but also support ecosystem
restoration and nature conservation initiatives.
In conclusion, DGB's achievements and the favourable market outlook provide a solid foundation for continued growth and success. We remain dedicated to our mission of developing nature-based solutions that
contribute to global ecosystem restoration and decarbonisation, while delivering long-term benefits to all project stakeholders. As we look to the future, we are confident in our ability to navigate the evolving carbon
markets and continue making a tangible impact on the environment and communities we serve.
Financial statements
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUPANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Consolidated statement of financial position
In thousands of euro Note 2024 2023 (restated) 1-1-2023 (restated)
Assets
Property, plant and equipment 18 144 114 241
Intangible assets 19 354 353 239
Investments accounted for using the equity method 20 - 317 393
Financial asset at fair value through profit & loss 21 50 - -
Financial asset amortized costs 22 465 - -
Other non-current assets 23 5,894 3,902 2,023
Non-current assets 6,907 4,686 2,896
Inventories 23 59 - -
Trade and other receivables 24 498 5,819 5,802
Cash and cash equivalents 25 460 94 155
Current assets 1,017 5,913 5,957
Total assets 7,924 10,599 8,853
*See note 6 for details regarding the restatement as a result of errors.
FINANCIAL STATEMENTS
79
In thousands of euro Note 2024 2023 (restated) 1-1-2023 (restated)
Equity 26
Share capital 228 228 228
Share premium 11,152 11,152 11,152
Share Based Expenses reserve 3,264 2,396 1,522
Other reserves (16,833) (8,065) (5,916)
Retained earnings (4,266) (3,062) (2,158)
Equity attributable to owners of the Company (6,455) 2,649 4,828
Non-controlling interests - - (8)
Total equity (6,455) 2,649 4,820
Liabilities
Borrowings 27 9,538 5,658 2,195
Contract liabilities 11 1,640 1,547 1,097
Trade and other payables - - 6
Non-current liabilities 11,178 7,205 3,298
Borrowings 27 1,202 139 567
Contract liabilities 11 131 - -
Current tax liabilities 58 89 6
Trade and other payables 28 1,810 517 162
Current liabilities 3,201 745 735
Total liabilities 14,379 7,950 4,033
Total equity and liabilities 7,924 10,599 8,853
FINANCIAL STATEMENTS
80
*See note 6 for details regarding the restatement as a result of errors.
Consolidated statement of profit or loss and other comprehensive income
In thousands of euro Note 2024 2023 (restated)
Continuing operations
Revenue 10 88 43
Cost of sales 12 (158) 86
Gross profit (70) 129
Other income 3 -
Selling and distribution expenses 12 (2,124) (1,756)
Administrative expenses 12 (1,343) (884)
Net impairment losses on financial and contracts assets 21 (50) -
Operating profit (3,584) (2,511)
Finance income - -
Finance costs (915) (556)
Net finance costs 14 (915) (556)
Share of profit of equity-accounted investees, net of tax 233 (77)
Loss before tax (4,266) (3,144)
Income tax expense 17 - 80
Loss for the period (4,266) (3,064)
For the year ended 31 December
FINANCIAL STATEMENTS
81
FINANCIAL STATEMENTS
82
Loss attributable to:
Owners of the Company (4,266) (3,062)
Non-controlling interests - (2)
Earnings per share
Basic earnings per share (euro) 15 (0.38) (0.28)
Diluted earnings per share (euro) 15 (0.38) (0.28)
Earnings per share – Continuing operations
Basic earnings per share (euro) 15 (0.38) (0.28)
Diluted earnings per share (euro) 15 (0.38) (0.28)
*See note 6 for details regarding the restatement as a result of errors.
In thousands of euro Note 2024 2023 (restated)
Loss for the period (4,266) (3,064)
Other comprehensive income - -
Items that will not be reclassified to profit or loss - -
Items that are or may be reclassified subsequently to profit or loss - -
Other comprehensive income for the period, net of tax - -
Total comprehensive income for the period (4,266) (3,064)
Total comprehensive income attributable to:
Owners of the Company (4,266) (3,062)
Non-controlling interests - (2)
Total (4,266) (3,064)
For the year ended 31 December
FINANCIAL STATEMENTS
83
*See note 6 for details regarding the restatement as a result of errors.
Equity
Share
capital
Share
premium
Share
Based
Expenses
reserve
Own
shares
Other
Reserves
Convertible
loans
Retained
earnings
Unrealised
gain on
investment
Equity
attributable
too owners
of the
Company
Non-
controlling
interest
Total
Balance at 1 January 2023
228 11,152 - - (5,522) 441 (903) 19,258 24,654 (13) 24,641
Corrections previous year
- - 1,522 (325) (510) - (1,255) (19,258) (19,826) 5 (19,821)
Balance at 1 January 2023
228 11,152 1,522 (325) (6,032) 441 (2,158) - 4,828 (8) 4,820
Allocation results
- - - - (2,158) - 2,158 - - - -
Loss for the period
- - - - - - (3,062) - (3,062) (2) (3,064)
Equity-settled share-based payments
- - 874 - - - - - 874 - 874
Transfer of shares
- - - 233 217 - - - 450 - 450
Other movement
- - - - - (441) - - (441) - (441)
Acquisition of non-controlling interest
- - - - - - - - - 10 10
Balance at 31 December 2023
228 11,152 2,396 (92) (7,973) - (3,062) - 2,649 - 2,649
Balance at 1 January 2024
228 11,152 2,396 (92) (7,973) - (3,062) - 2,649 - 2,649
Allocation results
- - - - (3,062) - 3,062 - - - -
Loss for the period
- - - - - - (4,266) - (4,266) - (4,266)
Equity-settled share-based payments
- - 868 - - - - - 868 - 868
Transfer of shares
- - - (628) (5,078) - - - (5,706) - (5,706)
Other movement
- - - - - - - - - - -
Disposal of non-controlling interest
- - - - - - - - - - -
Balance at 1 December 2024
228 11,152 3,264 (720) (16,113) - (4,266) - (6,455) - (6,455)
Consolidated statement of changes in equity
FINANCIAL STATEMENTS
84
*See note 6 for details regarding the restatement as a result of errors.
Cash flows from operating activities
In thousands of euro Note 2024 2023
Loss for the period (4,266) (3,064)
Adjustments for:
• Amortisation and depreciation 18 71 22
• Net finance costs / (income) 15 915 556
• Share of profit of equity-accounted investees, net of tax
20 (233) 77
• (Loss) / Gain on sale of property, plant and equipment
18 - 13
• Tax expense 53 -
(3,460) (2,396)
Changes in:
• Inventories 23 (59) -
• Trade and other receivables 81 (121)
• Trade and other payables 14 178
Interest (paid) / received - 345
Income taxes (paid) / received (40) 23
Net cash from operating activities (3,464) (1,971)
FINANCIAL STATEMENTS
85
*See note 6 for details regarding the restatement as a result of errors.
Consolidated statement of changes in equity
Cash flows from investing activities
In thousands of euro Note 2024 2023 (restated)
Acquisition of property, plant, and equipment (103) (174)
Development expenditure (1,889) (1,694)
Net cash used in investing activities (1,992) (1,868)
FINANCIAL STATEMENTS
86
Cash flows from financing activities
In thousands of euro Note 2024 2023 (restated)
Proceeds from issue of convertible notes (98) (402)
Proceeds from loans and borrowings 236 521
Proceeds from sale of treasury shares - -
Transfer of shares 381 118
Borrowings 5,102 3,584
Repayment of borrowings 83 11
Prepayments 156 -
Payment of lease liabilities (38) (54)
Net cash from financing activities 5,822 3,778
*See note 6 for details regarding the restatement as a result of errors.
Net decrease in cash and cash equivalents 366 (61)
Cash and cash equivalents at 1 January 94 155
Effect of movements in exchange rates on cash held
Cash and cash equivalents at 31 December 460 94
FINANCIAL STATEMENTS
87
1. Reporting entity
DGB Group NV (hereafter “the Company” or “DGB”) is
domiciled in the Netherlands. The Company’s registered
office is at Runderweg 6, 8219PK, Lelystad, with
company seat in Hardenberg, the Netherlands, under
Trade Register number 32017953. These consolidated
financial statements comprise the Company and its
subsidiaries (together referred to as the Group). The
Group is primarily involved in developing and selling
high-quality, large-scale carbon and biodiversity projects
accredited by third parties. The Group is focused on
nature conservation and helping biodiversity flourish by
helping governments and corporations achieve net zero.
2. Basis of accounting
The consolidated financial statements have been
prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European
Union and with Title 9 of Book 2 of the Dutch Civil Code.
Basis of preparation
These financial statements have been prepared on
a historical cost basis, except for certain financial
instruments, share-based payments and investments
at fair value, which have been measured at fair value. In
addition, these financial statements have been prepared
using the accrual basis of accounting except for cash
flow information. They were authorised for issue by the
Company’s Board of Directors on 30th May 2025.
An overview of the significant subsidiaries is included
in Note 9 – list of significant subsidiaries. Details of the
Group’s accounting policies, including changes thereto,
are included in Note 6 and Note 7.
3. Going concern
The directors have assessed the Group’s liquidity
position and, based on the information available as of
the date of signing, consider it appropriate to prepare the
financial statements on a going concern basis. Following
the balance sheet date, management has prepared
an updated liquidity forecast. This includes three
scenarios—neutral, optimistic, and pessimistic—all of
which demonstrate that the Group has sufficient financial
flexibility to meet its obligations as they fall due.The
positive assessment is supported by the following key
considerations:
• Access to Capital: The Group has a successful history
of raising funds through private placements and
structured financial instruments. The current capital
raising programme is ongoing, and the Group remains
in active dialogue with investors
• Commercial Agreements: The Group has entered
into multiple long-term sales and service agreements
with both existing and new clients. These agreements
provide forward visibility on revenue and include multi-
year commitments, which underpin the forecasts.
• Operational and Cost Control: The Group retains full
control over its project implementation timelines and
workforce structure. This enables rapid adjustment
of operational expenditures in response to available
liquidity, without compromising the value generated
by its core activities. The Group is therefore able to
continue delivering revenue from existing projects even
under more constrained funding conditions.
While certain cash inflows in the forecast period remain
dependent on external factors such as market conditions
and ongoing investor engagement, the
directors are confident in the Group’s ability to secure the
necessary resources based on historical performance,
current negotiations, and the structural flexibility of the
business.
Notes to the consolidated financial statements
FINANCIAL STATEMENTS
88
4. Functional and presentation
currency
These consolidated financial statements are presented
in euro, which is the Group’s functional currency. All
amounts have been rounded to the nearest thousand,
unless otherwise indicated.
5. Use of judgements and estimates
In preparing these consolidated financial statements, the
Board of Directors have made judgements and estimates
about the future, including climate-related risks and
opportunities, that affect the application of the Group's
accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on
an ongoing basis and are consistent with the
commitments where appropriate. Revisions to
estimates are recognised prospectively.
Judgements
Information about judgements made in applying
accounting policies that have the most significant effects
on the amounts recognised in the financial statements is
included in the following notes:
• Note 20: Equity-accounted investees – whether the
Group has significant influence over an investee;
• Note 23: Accounting for carbon credit inventories
– management assessed that the Company
obtains control over the rights of its carbon credits
and that the carbon credits are held for sale to its
customers in the ordinary course of business and
not solely for investment purposes (that is, capital
appreciation) over extended periods of time or for
own use. These carbon credits are to be valued at
the lower of cost or net realisable value (NRV), as
the Company is not a commodity broker trader.
• Note 1o: Revenue recognition – whether payments
received in advance for carbon credits pre-sold and
to be delivered in the future contains a significant
financing component or not.
Assumptions and estimation uncertainties
Estimation uncertainties
Information about assumptions and estimation
uncertainties at the reporting date that have a significant
risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities within the next financial
year is included in the following notes:
• Note 19: Impairment test of intangible assets - key
assumptions underlying recoverable amounts,
including the recoverability of development costs;
• Note 17: Recognition of deferred tax assets –
availability of future taxable profits against which
deductible temporary differences and tax losses
carried forward can be utilised;
• Note 21: Determining the fair value of financial
assets at fair value through profit or loss on the
basis of significant unobservable inputs;
• Note 13: Determining the fair value for the share-
based compensation on the basis of significant
assumptions.
Measurement of fair values
A number of the Group’s accounting policies and
disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities.
The Group has an established control framework for the
measurement of fair values. The valuation framework is
regularly reviewed on significant unobservable inputs
and valuation adjustments.
If third-party information, such as broker quotes or
pricing services, is used to measure fair values, then the
FINANCIAL STATEMENTS
89
valuation is assessed and evidence is obtained from
the third parties to support the conclusion that these
valuations meet the requirements of IFRS standards,
including the level in the fair value hierarchy in which the
valuations should be classified.
Significant valuation issues are reported to the Group’s
board.
When measuring the fair value of an asset or a liability,
the Group uses observable market data as far as
possible. Fair values are categorised into different levels
in a fair value hierarchy based on the inputs used in the
valuation techniques as follows.
• Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in
Level 1 that are observable for the asset or liability,
either directly (ie as prices) or indirectly (ie derived
from prices).
• Level 3: inputs for the asset or liability that are not
based on observable market data (unobservable
inputs).
If the inputs used to measure the fair value of an
asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is
categorised in its entirety in the same level of the fair
value hierarchy as the lowest level input that is significant
to the entire measurement.
The Group recognises transfers between levels of the fair
value hierarchy at the end of the reporting period during
which the change has occurred.
Further information about the assumptions made in
measuring fair values is included in the following notes:
• Note 21: Financial assets at fair value through P&L;
• Note 22: Financial assets at amortised cost; and
• Note 29: Financial instruments.
6. Correction of errors
During 2024, the Group identified certain mistakes in
share-based payments in prior periods FY2023 and
earlier.
Carbon Credit Unit development costs
The Group recognised and incorrectly measured eligible
costs incurred for the development of Carbon Credit Unit
as projects under intangible assets at Fair Value through
Other Comprehensive Income instead of as inventories
recognised and measured at the lower of cost or net
realisable value.
The error resulted in a material overstatement of projects
under intangible assets and a material understatement
of inventories for 2023 and prior financial years, with a
corresponding overstatement of other comprehensive
income within equity.
Carbon Credit Unit deferred revenues
The Group incorrectly presented an advance payment
receipt for future delivery of carbon credits to its
customer as a negative prepayment on inventory instead
of as a contract liability.
The error resulted in a material understatement of
inventories for 2023 and prior financial years and a
corresponding understatement of contract liabilities.
Changes in applying accounting policies
The change in accounting estimate does not effect
Financial comparative periods.
Interest receivable – PAN Foundation
An interest receivable of €691,000 related to a
subordinated loan to the PAN Foundation had been
accumulated in prior years. Based on a 2024 settlement
agreement, this receivable was deemed no longer
legally or economically enforceable. The entire balance
was therefore derecognized. The correction was
processed as follows: the amounts relating to 2020–2022
were adjusted via retained earnings; The 2023 portion
was corrected via the opening balance of 2024.
These corrections are presented retrospectively in
accordance with IAS 8. The total impact was a reduction
in financial assets and an adjustment to equity. There was
FINANCIAL STATEMENTS
90
no impact on the 2024 cash flow statement.
Share-based payments
A three-column comparative balance sheet has been
included in these financial statements in accordance
with IAS 8 – Accounting Policies, Changes in Accounting
Estimates and Errors, due to the correction of a prior
period error in the accounting for employee incentive
payments.
During the year, management identified that employee
incentive payments, including both short-term incentive
(STI) bonuses and long-term incentive (LTI) share-based
compensation, had not been properly accounted for
in prior periods. This error led to an understatement
of personnel expenses and related liabilities/equity
entries in the financial statements of previous years. In
accordance with IAS 8, a retrospective restatement has
been applied, adjusting the relevant comparative figures
for equity and personnel expenses.
The correction includes both cash-based STI bonuses
and equity-settled LTI plans under IFRS 2, ensuring
proper recognition and allocation in the correct reporting
periods.
In contrast, the adjustment made to the valuation of
project assets does not stem from an error. It reflects a
change in accounting estimate, implemented to better
capture expected future cash flows, risk-adjusted
discount rates, and project-specific assumptions. As
such, this change has been applied prospectively from
1 January 2024, in line with IAS 8, and does not affect
comparative periods.
Consolidated statement of financial position
In thousands of euro As previously reported Adjustments As restatedTotal Assets 27,657 (18,804) 8,853Projects 21,450 (21,450) -Investments accounted for using the equity method 661 (268) 393Other non-current assets - 2,023 2,023Trade and other receivables 5,974 (172) 5,802Prepayments (1,072) 1,072 -Others 644 (9) 635Total Liabilities 3,016 1,017 4,033Total non-current liabilities 2,190 1,108 3,298Borrowings 2,046 149 2,195Contract liabilities - 1,097 1,097Trade and other payables 144 (138) 6Total current liabilities 826 (91) 735Borrowings 629 (62) 567Contract liabilities - - -Current tax liabilties 6 - 6Trade and other payables 191 (29) 162Total equity 24,641 (19,821) 4,820Share capital 228 - 228Share premium 11,152 - 11,152Share Based Payment reserve - 1,522 1,522Other reserves (5,081) (835) (5,916)Retained Earnings (903) (1,255) (2,158)Unrealised gain on investment 19,258 (19,258) -Non-controlling interest (13) 5 (8)
As at 1 January 2023
FINANCIAL STATEMENTS
91
In thousands of euro As previously reported Adjustments As restatedTotal Assets 29,165 (18,566) 10,599Projects 23,670 (23,670) -Other non-current assets - 3,902 3,902Trade and other receivables 6,233 (414) 5,819Prepayments (1,547) 1,547 -Others 809 69 878Total Liabilities 6,881 1,069 7,950Total non-current liabilities 6,271 934 7,205Borrowings 6,180 (522) 5,658Contract liabilities - 1,547 1,547Trade and other payables 91 (91) -Total current liabilities 610 135 745Borrowings 139 - 139Contract liabilities - - -Current tax liabilties (6) 95 89Trade and other payables 477 40 517Total equity 22,284 (19,635) 2,649Share capital 228 - 228Share premium 11,152 - 11,152Share Based Payment reserve - 2,396 2,396Other reserves (6,120) (1,945) (8,065)Retained Earnings (2,196) (866) (3,062)Unrealised gain on investment 19,220 (19,220) -
As at 31 December 2023
FINANCIAL STATEMENTS
92
Consolidated statement of financial position
Consolidated statement of profit or loss and OCI
In thousands of euro As previously reported Adjustments As restatedRevenues 143 (100) 43Cost of sales 87 (1) 86Other income 3 (3) -Selling and distribution expenses (636) (1,120) (1,756)Administrative expenses (877) (7) (884)Finance Income 273 (273) -Finance costs (884) 328 (556)Share of profit of equity-accounted investees, net of tax (77) - (77)Income tax expense (80) 160 80Loss from discontinued operation, net of tax (106) 106 -Loss for the period (2,154) (910) (3,064)Loss attributable to: Owners of the Company (2,196) (866) (3,062)Non-controlling interest 42 (44) (2)Total comprehensive income (2,154) (910) (3,064)OCI attributable to: Owners of the Company (2,196) (866) (3,062)Non-controlling interest 42 (44) (2)
For the year ended 31 December 2023
Basic and diluted earnings per share for the prior year have also been restated. The amount of the correction for both basic and diluted earnings per share was a
decrease of EUR 0,09 cents per share. There is no material impact on the total operating, investing or financing cash flows for the year ended 31 December 2023.
The corrections further affected some of the amounts disclosed in note 10, note 23, and note 27.
FINANCIAL STATEMENTS
93
FINANCIAL STATEMENTS
94
7. Material accounting policies
Group has consistently applied the following accounting
policies to all periods presented in these consolidated
financial statements, except as mentioned otherwise.
Basis of consolidation
A. Business combinations
The Group accounts for business combinations using the
acquisition method when the acquired set of activities
and assets meets the definition of a business and control
is transferred to the Group. In determining whether
a particular set of activities and assets is a business,
the Group assesses whether the set of assets and
activities acquired includes, at a minimum, an input and
substantive process and whether the acquired set can
produce outputs.
The consideration transferred in the acquisition is
generally measured at fair value, as are the identifiable
net assets acquired. Any goodwill that arises is tested
annually for impairment. Any gain on a bargain purchase
is recognised in profit or loss immediately. Transaction
costs are expensed as incurred, except if related to the
issue of debt or equity securities. The consideration
transferred does not include amounts related to the
settlement of pre-existing relationships. Such amounts
are generally recognised in profit or loss.
Any contingent consideration is measured at fair value
at the date of acquisition. If an obligation to pay a
contingent consideration that meets the definition of
a financial instrument is classified as equity, then it is
not remeasured and settlement is accounted for within
equity. Otherwise, other contingent consideration is
remeasured at fair value at each reporting date and
subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss.
B. Subsidiaries
Subsidiaries are entities controlled by the Group. The
Group ‘controls’ an entity when it is exposed to, or has
rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through
its power over the entity.
The financial statements of subsidiaries are included
in the consolidated financial statements from the date
on which control commences until the date on which
control ceases.
C. Non-controlling interests (NCI)
NCI are measured initially at their proportionate share
of the acquirer’s identifiable net assets at the date
of acquisition. Changes in the Group’s interest in a
subsidiary that do not result in a loss of control are
accounted for as equity transactions.
D. Loss of control
When the Group loses control over a subsidiary, it
derecognises the assets and liabilities of the subsidiary,
and any related NCI and other components of equity.
Any resulting gain or loss is recognised in profit or
loss. Any interest retained in the former subsidiary is
measured at fair value when control is lost.
E. Interests in equity-accounted investees
The Group’s interests in equity-accounted investees
comprise interests in associates and joint ventures.
Associates are those entities in which the Group has
significant influence, but not control or joint control,
over the financial and operating policies. A joint venture
is an arrangement in which the Group has joint control,
whereby the Group has rights to the net assets of
the arrangement, rather than rights to its assets and
obligations for its liabilities.
Interests in associates and joint ventures are accounted
for using the equity method. They are initially recognised
at cost, which includes transaction costs.
Subsequent to initial recognition, the consolidated
financial statements include the Group’s share of the
profit or loss and other comprehensive income (OCI)
of equity-accounted investees, until the date on which
FINANCIAL STATEMENTS
95
significant influence or joint control ceases.
F. Transactions eliminated on consolidation
Intra-group balances and transactions, and any
unrealised income and expenses (except for foreign
currency transaction gains or losses) arising from intra-
group transactions, are eliminated.
Unrealised gains arising from transactions with equity-
accounted investees are eliminated against the
investment to the extent of the Group’s interest in the
investee. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there
is no evidence of impairment.
G. Foreign currency transactions
Transactions in foreign currencies are translated into the
respective functional currencies of Group companies at
the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at
the exchange rate at the reporting date. Non-monetary
assets and liabilities measured at fair value in a foreign
currency are translated into the functional currency at the
exchange rate when the fair value is determined. Non-
monetary items measured based on the historical cost in
a foreign currency are translated at the exchange rate at
the date of the transaction. Foreign currency differences
are generally recognised in profit or loss and presented
within finance costs.
H. Discontinued operation
A discontinued operation is a component of the Group’s
business, the operations and cash flows of which can
be clearly distinguished from the rest of the Group, and
which:
• represents a separate major line of business or
geographic area of operations;
• is part of a single coordinated plan to dispose of
a separate major line of business or geographic
area of operations; or
• is a subsidiary acquired exclusively with a view to
resale.
Classification as a discontinued operation occurs at the
earliest of disposal or when the operation meets the
criteria to be classified as held-for-sale.
When an operation is classified as a discontinued
operation, the comparative statement of profit or loss
and OCI is represented as if the operation had been
discontinued from the start of the comparative year.
I. Revenue
Revenue is measured based on the consideration
specified in a contract with a customer. The Group
recognises revenue when it transfers control over a
good or service to a customer. The below information is
provided about the nature and timing of the satisfaction
of performance obligations in contracts with customers,
including significant payment terms, and the related
revenue recognition policies.
I.a. Sale of goods - Carbon Credits
The Company recognises revenue from the sale
of carbon credits that are received and are initially
recognised as inventory. The Company sells carbon
credits to customers, whereby the Company transfers
the carbon credits directly to the customer or retires
the carbon credits on the customer’s behalf. Revenue is
recognised upon transfer of control of the carbon credits
to customers in an amount that reflects the consideration
the Company receives. Revenue from the sale of carbon
credits is recorded when the carbon credits have been
retired or transferred and the Company’s performance
obligation has been satisfied.
I.b. Sale of Sustainable Solutions – Carbon footprint
measurements
Revenues related to the sale of sustainable solutions
(i.e. subscriptions) are recognised over the period in
which the goods are transferred and/or content is made
available online and when the goods and/or content
involved are similar in value to the customer over time.
Subscription income received or receivable in advance
of the delivery of goods and/or content is presented as
deferred income (a contract liability) in the consolidated
FINANCIAL STATEMENTS
96
statement of financial position.
I.c. Services of Sustainable Solutions – Carbon
footprint measurements
Revenues from providing sustainable solutions services
are recognised in the period in which the related
performance obligations are satisfied. For fixed-price
contracts, revenues are recognised based on the actual
service provided as a proportion of the total services
to be provided because the customer receives and
uses the benefits simultaneously. In case of fixed-price
contracts, the customer pays the fixed amount based on
a payment schedule. If the contract includes an hourly
fee, revenues are recognised in the amount to which the
group has a right to invoice.
I.d. Multi-element contracts
There are arrangements that include various
combinations of performance obligations, such as the
sale of carbon credits and sustainable solutions services.
A performance obligation is only distinct if the customer
can benefit from goods and/or services on their own or
together with other resources that are readily available
to the customer, and the promise to transfer goods and/
or services is separately identifiable from other promises
in the contract. Goods and/or services that are not
distinct are bundled with other goods and/or services in
the contract until a bundle of goods and/or services is
created that is distinct, resulting in a single performance
obligation.
Where performance obligations are satisfied over
different periods of time, revenues are allocated to the
respective performance obligations based on relative
stand-alone selling prices at contract inception, and
revenues are recognised as each performance obligation
is satisfied.
I.e. Agent/principal arrangements
If the group acts as an agent, whereby the group sells
goods and/or services on behalf of a principal, the
group recognises the amount of the net consideration
as revenues. If the group acts as a principal, the group
recognises the gross consideration for the specific goods
and/or services transferred.
I.f. Variable consideration
Discounts, return of goods and/or services, usage-
based prices, and index-based pricing are the most
common forms of variable considerations within the
group. Discounts are often contractually agreed and
allocated to all distinct performance obligations, unless
there is a specific discount policy for a performance
obligation. Volume-related discounts, return of goods
and/or services, and usage-based prices are estimated
at contract inception and periodically reassessed during
the contract term. The group considers normal price
increases based on local inflation rates or customary
business practices as compensation for cost price
increases and not as variable consideration.
Considerations are recognised pro rata over the term
of the contract in case the group estimates at contract
inception that price increases are beyond compensation
for cost price increases.
I.g. Financing components
As a practical expedient, the group does not adjust the
consideration for the effects of a significant financing
component if the group expects that the period between
the transfer of the promised goods and/or services
to the customer and payment by the customer is one
year or less. The group has no significant contracts
with a period of one year or more between the transfer
of goods and/or services and the payment of the
consideration. Consequently, the group does not adjust
transaction prices for the time value of money.
I.h. Cost of sales
Cost of sales comprises directly attributable average
actual costs of carbon credits sold. For sustainable
products and services, the cost of sales may include
data maintenance, hosting, license fees, product
support, employee benefit expenses, subcontracted
work, training, and other costs incurred to support and
maintain the products, applications, and/or services.
FINANCIAL STATEMENTS
97
Employee benefits
Short-term employee benefits
Short-term employee benefits are expensed as the
related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present
legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the
obligation can be estimated reliably.
Long-term employee benefits
The Group’s net obligation in respect of long-term
employee benefits is the amount of future benefit that
employees have earned in return for their service in the
current and prior periods. That benefit is discounted
to determine its present value. Remeasurements are
recognised in profit or loss in the period in which they
arise.
Share-based payment arrangements
The Company has various share-based payment
arrangements that are settled in ordinary shares.
Share option scheme 2021
The grant-date fair value of equity-settled share-
based payment arrangements granted to employees
is generally recognised as an expense, with a
corresponding increase in equity, over the vesting period
of the awards.
The amount recognised as an expense is adjusted
to reflect the number of awards for which the related
service and non-market performance conditions are
expected to be met, such that the amount ultimately
recognised is based on the number of awards that
meet the related service and non-market performance
conditions at the vesting date. For share-based payment
awards with non-vesting conditions, the grant-date fair
value of the share-based payment is measured to reflect
such conditions, and there is no true-up for differences
between expected and actual outcomes.
Long-Term Incentive Plan (2021–2024)
The long-term incentive plan (LTIP) qualifies as an
equity-settled share-based payments transaction. Board
of Directors members are awarded shares under the LTIP
with performance conditions based on the achievement
of five predefined strategic milestones. Each milestone
carried a reward value of EUR 500,000, resulting in a
total potential award of EUR 2,500,000 to be settled in
the Company’s own equity instruments.
The fair value of shares awarded is recognized as an
expense with a corresponding increase in equity. The
fair value is measured at the grant date and spread over
the period during which the Board of Directors members
become unconditionally entitled to the shares.
Defined contribution plans
Obligations for contributions to defined contribution
plans are expensed as the related service is provided.
Prepaid contributions are recognised as an asset to
the extent that a cash refund or a reduction in future
payments is available.
Termination benefits
Termination benefits are expensed at the earlier of when
the Group can no longer withdraw the offer of those
benefits and when the Group recognises costs for a
restructuring. If benefits are not expected to be settled
wholly within 12 months of the reporting date, then they
are discounted.
Finance income and finance costs
The Group’s finance income and finance costs include:
• interest income;
• interest expense;
• the fair value gain or loss on financial assets
measured at FVTPL;
• the foreign currency gain or loss on financial assets
and financial liabilities; and
• the gain on the remeasurement to fair value of any
pre-existing interest in an acquiree in a business
combination.
Interest income or expense is recognised using the
effective interest method. The ‘effective interest rate’ is
the rate that exactly discounts estimated future cash
FINANCIAL STATEMENTS
98
payments or receipts through the expected life of the
financial instrument to: the gross carrying amount of
the financial asset; or the amortised cost of the financial
liability. In calculating interest income and expense,
the effective interest rate is applied to the gross
carrying amount of the asset (when the asset is not
credit-impaired) or to the amortised cost of the liability.
However, for financial assets that have become credit-
impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest
rate to the amortised cost of the financial asset.
If the asset is no longer credit-impaired, then the
calculation of interest income reverts to the gross basis.
Income tax
Income tax expense comprises current and deferred tax.
It is recognised in profit or loss except to the extent that
it relates to a business combination or items recognised
directly in equity or in OCI.
The Group has determined that interest and penalties
related to income taxes, including uncertain tax
treatments, do not meet the definition of income
taxes, and therefore accounted for them under IAS 37
Provisions, Contingent Liabilities and Contingent Assets.
Current tax
Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year
and any adjustment to the tax payable or receivable in
respect of previous years. The amount of current tax
payable or receivable is the best estimate of the tax
amount expected to be paid or received that reflects
uncertainty related to income taxes, if any.
It is measured using tax rates enacted or substantively
enacted at the reporting date. Current tax also includes
any tax arising from dividends. Current tax assets and
liabilities are only offset if certain criteria are met.
Deferred tax
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not
recognised for:
• temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
a business combination and that affects neither
accounting nor taxable profit or loss;
• temporary differences related to investments in
subsidiaries, associates, and joint arrangements
to the extent that the Group is able to control the
timing of the reversal of the temporary differences
and it is probable that they will not reverse in
the foreseeable future; and taxable temporary
differences arising on the initial recognition of
goodwill.
Deferred tax assets are recognised for unused tax
losses, unused tax credits, and deductible temporary
differences to the extent that it is probable that future
taxable profits will be available against which they can be
used. Future taxable profits are determined based on the
reversal of relevant taxable temporary differences. If the
amount of taxable temporary differences is insufficient to
recognise a deferred tax asset in full, then future taxable
profits, adjusted for reversals of existing temporary
differences, are considered, based on the business
plans for individual subsidiaries in the Group. Deferred
tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that
the related tax benefit will be realised; such reductions
are reversed when the probability of future taxable
profits improves.
The measurement of deferred tax reflects the tax
consequences that would follow from how the Group
expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are only offset if certain
criteria are met.
Inventories
FINANCIAL STATEMENTS
99
Carbon credit inventory is initially and subsequently
measured at the lower of cost or net realisable
value (NRV). The cost of carbon credit inventories is
determined using average actual cost. Based on the
estimated carbon credits expected to be issued. In
subsequent measurements, any write-down to NRV is
recognised as an expense in the period in which the
write-down occurs. Any reversal should be recognised in
the income statement in the period in which the reversal
occurs.
The cost of carbon credits is measured at all direct and
indirect costs incurred for the purpose of bringing the
carbon credits to their present value and condition,
except sunk costs incurred before procurement or
generation of carbon credits.
NRV of carbon credits is measured based on
management’s estimate of the future realisable value
of carbon credits as the carbon credits are sold without
any set parameter of identification of market value. The
management’s estimate of NRV and future realisable
value of carbon credits is adjusted considering the
anticipation of increase or decrease in prices, company’s
financial stability for holding such credits, type of
permanency in reduction or inflation of prices, ongoing
spot or forward deals in similar credits, technology,
vintage, location etc.
Carbon credit Inventories that are not expected to be
sold within 12 months are classified as Other non-current
assets. See Note 23.
Property, plant, and equipment
Recognition and measurement
Items of property, plant, and equipment are measured
at cost, which includes capitalised borrowing costs,
less accumulated depreciation and any accumulated
impairment losses.
If significant parts of an item of property, plant, and
equipment have different useful lives, then they are
accounted for as separate items (major components) of
property, plant, and equipment.
Any gain or loss on disposal of an item of property, plant,
and equipment is recognised in profit or loss.
Subsequent expenditure
Subsequent expenditure is only capitalised if it is
probable that the future economic benefits associated
with the expenditure will flow to the Group.
Depreciation
Depreciation is calculated to write off the cost of items
of property, plant, and equipment less their estimated
residual values using the straight-line method over their
estimated useful lives, and is generally recognised in
profit or loss.
The estimated useful lives of property, plant, and
equipment for current and comparative periods are as
follows:
• buildings: 10 years
• other: 3–5 years
Depreciation methods, useful lives, and residual values
are reviewed at each reporting date and adjusted if
appropriate.
Intangible assets and goodwill
Goodwill
Goodwill arising on the acquisition of subsidiaries is
measured at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised in profit
or loss as incurred.
Development expenditure is only capitalised if the
expenditure can be measured reliably, the product
or process is technically and commercially feasible,
future economic benefits are probable, and the Group
intends to and has sufficient resources to complete
development and to use or sell the asset. Otherwise, it is
recognised in profit or loss as incurred.
Subsequent to initial recognition, development
expenditure is measured at cost less accumulated
amortisation and any accumulated impairment losses.
FINANCIAL STATEMENTS
100
Other intangible assets
Other intangible assets, including customer relationships,
that are acquired by the Group and have finite
useful lives are measured at cost less accumulated
amortisation and any accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it
increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure,
including expenditure on internally generated goodwill
and brands, is recognised in profit or loss as incurred
Amortisation
Amortisation is calculated to write off the cost of
intangible assets less their estimated residual values
using the straight-line method over their estimated
useful lives, and is generally recognised in profit or loss.
Goodwill is not amortised.
The estimated useful lives for current and comparative
periods are as follows:
• development costs: 5 years (green.earth);
• customer relationships: 7 years.
Amortisation methods, useful lives, and residual values
are reviewed at each reporting date and adjusted if
appropriate.
Impairment non-financial assets
At each reporting date, the Group reviews the carrying
amounts of its non-financial assets (other than
inventories, contract assets, and deferred tax assets) to
determine whether there is any indication of impairment.
If any such indication exists, then the asset’s recoverable
amount is estimated. Goodwill is tested annually for
impairment.
For impairment testing, assets are grouped together into
the smallest group of assets that generate cash inflows
from continuing use that are largely independent of the
cash inflows of other assets or CGUs. Goodwill arising
from a business combination is allocated to CGUs or
groups of CGUs that are expected to benefit from the
synergies of the combination.The recoverable amount of
an asset or CGU is the greater of its value in use and its
fair value, less the costs of disposal. Value in use is based
on the estimated future cash flows, discounted to their
present value using a pre-tax discount rate that reflects
current market assessments of the time value of money
and the risks specific to the asset or CGU. An impairment
loss is recognised if the carrying amount of an asset or
CGU exceeds its recoverable amount. Impairment losses
are recognised in profit or loss. They are allocated first to
reduce the carrying amount of any goodwill allocated to
the CGU, and then to reduce the carrying amounts of the
other assets in the CGU on a pro-rata basis.
An impairment loss in respect of goodwill is not reversed.
For other assets, an impairment loss is reversed only
to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
Assets held for sale
Non-current assets, or disposal groups comprising
assets and liabilities, are classified as held-for-sale if it
is highly probable that they will be recovered primarily
through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured
at the lower of their carrying amount and fair value, less
the costs to sell. Any impairment loss on a disposal group
is allocated first to goodwill and then to the remaining
assets and liabilities on a pro-rata basis, except that
no loss is allocated to inventories, financial assets, and
deferred tax assets, which continue to be measured in
accordance with the Group’s other accounting policies.
Impairment losses on initial classification as held-for-sale
or held-for- distribution and subsequent gains and losses
on remeasurement are recognised in profit or loss.
Once classified as held-for-sale, intangible assets and
property, plant and equipment are no longer amortised
or depreciated, and any equity-accounted investee is no
longer equity accounted.
FINANCIAL STATEMENTS
101
Financial instruments
Recognition and initial measurement
Financial assets and financial liabilities are initially
recognised when the Group becomes a party to the
contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without
a significant financing component) or financial liability
is initially measured at fair value plus or minus, for an
item not at FVTPL, transaction costs that are directly
attributable to its acquisition or issue. A trade receivable
without a significant financing component is initially
measured at the transaction price. However, if the Group
has an unconditional right to an amount that differs from
the transaction price (e.g. due to the Group's refund
policy), the trade receivable will be initially measured at
the amount of that unconditional right.
Financial assets - classification
On initial recognition, a financial asset is classified and
subsequently measured at:
• amortised cost;
• FVOCI—equity investment; or
• FVTPL.
Financial assets are not reclassified subsequent to their
initial recognition unless the Group changes its business
model for managing financial assets, in which case all
affected financial assets are reclassified on the first day
of the first reporting period following the change in the
business model.
A financial asset is measured at amortised cost if it meets
both of the following conditions and is not designated as
at FVTPL:
• it is held within a business model whose objective is
to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and
interest on the principal amount outstanding
On initial recognition of an equity investment that is not
held for trading, the Group may irrevocably elect to
present subsequent changes in the investment’s fair
value in OCI. This election is made on an investment-by-
investment basis.
All financial assets not measured at amortised cost or
FVOCI as described above are measured at FVTPL. This
includes all derivative financials.
On initial recognition, the Group may irrevocably
designate a financial asset that otherwise meets the
requirements to be measured at amortised cost or at
FVOCI as at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would otherwise
arise.
Currently, the Group only holds financial assets at
amortised cost and at FVTPL. Financial assets at
amortised cost are subsequently measured at amortised
cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income,
foreign exchange gains, and losses and impairment
are recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss. The financial
assets at FVTPL are subsequently measured at fair value.
Net gains and losses, including any interest or dividend
income, are recognised in profit or loss.
Impairment
Financial Instruments and contracts assets
The Group recognises loss allowances for expected
credit losses (ECLs) on:
• financial assets measured at amortised cost
(cash and cash equivalents, and trade and other
receivables); and
• contract assets.
The Group measures loss allowances at an amount
equal to lifetime ECLs. Loss allowances for trade
receivables (including lease receivables) and contract
assets are always measured at an amount equal to
lifetime ECLs.
When determining whether the credit risk of a financial
asset has increased significantly since initial recognition
and when estimating ECLs, the Group considers
FINANCIAL STATEMENTS
102
reasonable and supportable information that is relevant
and available without undue cost or effort. This includes
both quantitative and qualitative information and
analysis, based on the Group’s historical experience
and informed credit assessment that includes forward-
looking information.
The Group assumes that the credit risk on a financial
asset has significantly increased if it is more than 90 days
past due.
The Group considers a financial asset to be in default when:
• the debtor is unlikely to pay its credit obligations to
the Group in full, without recourse by the Group to
actions such as realising security (if any is held); or
• the financial asset is more than 90 days past due.
a financial instrument.
Lifetime ECLs are the ECLs that result from all possible
default events over the expected life of a financial
instrument.
The maximum period considered when estimating ECLs
is the maximum contractual period over which the Group
is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present value
of all cash shortfalls (ie the difference between the cash
flows due to the entity in accordance with the contract
and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the
financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether
financial assets carried at amortised cost are credit-
impaired.
A financial asset is ‘credit-impaired’ when one or more
events that have a detrimental impact on the estimated
future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes
the following:
• significant financial difficulty of the debtor;
a breach of contract, such as a default or being
more than 90 days past due;
• the restructuring of a loan or advance by the Group
on terms that the Group would not otherwise
consider;
• it is probable that the debtor will enter bankruptcy
or other financial reorganisation; or
• the disappearance of an active market for security
because of financial difficulties.
Presentation of allowance for ECL in statement of
financial position
Loss allowances for financial assets measured at
amortised cost are deducted from the gross carrying
amount of the assets.
Write-off
The gross carrying amount of a financial asset is written
off when the Group has no financial asset in its entirety
or a portion thereof. However, financial assets that are
written off could still be subject to enforcement activities
in order to comply with the Group’s procedures for
recovery of amounts due.
Classification and subsequent measurement –
Financial liabilities
Financial liabilities are measured at amortised cost or
FVTPL. A financial liability is classified as at FVTPL if it
is classified as held-for-trading, it is a derivative or it is
designated as such on initial recognition.
Currently the group only holds financial liabilities at
amortised cost. Financial liabilities are subsequently
measured at amortised cost using the effective interest
method. Interest expense and foreign exchange gains
and losses are recognised in profit or loss. Any gain or
loss on derecognition is also recognised in profit or loss.
Derecognition
The Group derecognises a financial asset when:
• the contractual rights to the cash flows from the
financial asset expire;
FINANCIAL STATEMENTS
103
• if ownership of the financial asset is transferred; or
• it transfers the rights to receive the contractual cash
flows in a transaction in which either substantially
all of the risks and rewards are transferred, or the
Group neither transfers nor retains substantially all
of the risks and rewards of ownership and it does
not retain control of the financial asset.but retains
either all or substantially all of the risks and rewards
of the transferred assets.
The Group enters into transactions whereby it transfers
assets recognised in its statement of financial position,
but retains either all or substantially all of the risks and
rewards of the transferred assets. In these cases, the
transferred assets are not derecognised.
The Group derecognises a financial liability when its
contractual obligations are discharged, cancelled, or
expire. The Group also derecognises a financial liability
when its terms are modified and the cash flows of the
modified liability are substantially different, in which case
a new financial liability based on the modified terms is
recognised at fair value.
On derecognition of a financial liability, the difference
between the carrying amount extinguished and the
consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in
profit or loss.
Share capital
Ordinary shares
Incremental costs directly attributable to the sale of
ordinary shares are recognised as a deduction from
equity. Income tax relating to the transaction costs of an
equity transaction is accounted for in accordance with
IAS 12.
Repurchase and sale of ordinary shares (treasury
shares)
When shares recognised as equity are repurchased,
the amount of the consideration paid, which includes
directly attributable costs, is recognised as a deduction
from equity. Repurchased shares are classified as
treasury shares and are presented in other reserves.
When treasury shares are sold subsequently, the
amount received is recognised as an increase in equity
and the resulting surplus or deficit on the transaction is
presented within other reserves.
Compound financial instruments
Compound financial instruments issued by the Group
comprise convertible notes denominated in euro, which
can be converted by the holder at any time until maturity
to a fixed number of ordinary shares. that are mandatorily
converted to ordinary shares at maturity.
The liability component of compound financial
instruments is initially recognised at the fair value of a
similar liability that does not have an equity conversion
option. The equity component is initially recognised as
the difference between the fair value of the compound
financial instrument as a whole and the fair value of the
liability component.
Any directly attributable transaction costs are allocated
to the liability and equity components in proportion to
their initial carrying amounts.
Subsequent to initial recognition, the liability component
of a compound financial instrument is measured at
amortised cost using the effective interest method. The
equity component of a compound financial instrument is
not remeasured.
Interest related to financial liability is recognised in profit
or loss. On conversion at maturity, the financial liability is
reclassified to equity and no gain or loss is recognised.
Leases
At the inception of a contract, the Group assesses
whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time
in exchange for consideration.
As a lessee
At commencement or on modification of a contract that
contains a lease component, the Group allocates the
consideration in the contract to each lease component
FINANCIAL STATEMENTS
104
based on its relative stand-alone prices. However, for the
leases of property, the Group elected not to separate
non-lease components and account for the lease and
non-lease components as a single lease component.
The Group recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement
date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using
the straight-line method from the commencement date
to the end of the lease term, unless the lease transfers
ownership of the underlying asset to the Group by the
end of the lease term or the cost of the right-of-use
asset reflects that the Group will exercise a purchase
option.
In that case, the right-of-use asset will be depreciated
over the useful life of the underlying asset, which is
determined on the same basis as those of property
and equipment. In addition, the right-of-use asset is
periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the
present value of the lease payments not paid at the
commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Lease payments included in the measurement of the
lease liability comprise the following:
• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index
or a rate, initially measured using the index or rate
as at the commencement date;
• amounts expected to be payable under a residual
value guarantee; and
• the exercise price under a purchase option that
the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group
is reasonably certain to exercise an extension
option, and penalties for early termination of a
lease unless the Group is reasonably certain not to
terminate early.
The lease liability is measured at amortised cost using
the effective interest method. It is remeasured when
there is a change in future lease payments arising from a
change in an index or rate, if there is a change in the
Group’s estimate of the amount expected to be payable
under a residual value guarantee, if the Group changes
its assessment of whether it will exercise a purchase,
extension, or termination option, or if there is a revised in-
substance fixed lease payment. When the lease liability
is re-measured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset,
or is recorded in profit or loss if the carrying amount of
the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group elected not to recognise the right-of-use
assets and lease liabilities for leases of low-value assets
and short-term leases, including IT equipment. The
Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over
the lease term.
Fair value measurement
'Fair value' is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date
in the principal or, in its absence, the most advantageous
market to which the Group has access at that date.
The fair value of a liability reflects its non-performance
risk. A number of the Group's accounting policies and
disclosures require the measurement of fair values, for
both financial and non-financial assets, and financial
and non-financial liabilities (see above). When one
is available, the Group measures the fair value of an
FINANCIAL STATEMENTS
105
instrument using the quoted price in an active market
for that instrument. A market is regarded as 'active' if
transactions for the asset or liability take place with
sufficient frequency and volume to provide pricing
information on an ongoing basis. If there is no quoted
price in an active market, then the Group uses valuation
techniques that maximise the use of relevant observable
inputs and minimise the use of unobservable inputs.
The chosen valuation technique incorporates all of the
factors that market participants would take into account
in pricing a transaction.
If an asset or a liability measured at fair value has a bid
price and an ask price, then the Group measures assets
and long positions at a bid price and liabilities and short
positions at an ask price. The best evidence of the fair
value of a financial instrument on initial recognition is
normally the transaction price - i.e. the fair value of the
consideration given or received.
If the Group determines that the fair value on initial
recognition differs from the transaction price and the
fair value is evidenced neither by a quoted price in an
active market for an identical asset or liability nor based
on a valuation technique for which any unobservable
inputs are judged to be insignificant in relation to the
measurement, then the financial instrument is initially
measured at fair value, adjusted to defer the difference
between the fair value on initial recognition and the
transaction price. Subsequently, that difference is
recognised in profit or loss on an appropriate basis over
the life of the instrument but no later than when the
valuation is wholly supported by observable market data
or the transaction is closed out.
Accounting standards issued but not yet
effective
A number of new accounting standards are effective for
annual reporting periods beginning after 1 January 2024,
and earlier application is permitted. However, the Group
has not early adopted the new or amended accounting
standards in preparing these consolidated financial
statements.
New and amended accounting standards adopted by
the Group
The Group has applied the following standards and
amendments for the first time for its annual reporting
period commencing 1 January 2024:
• Classification of Liabilities as Current or Non-
current and Non-current liabilities with covenants –
Amendments to IAS 1;
• Lease Liability in Sale and Leaseback –
Amendments to IFRS 16; and
• Supplier Finance Arrangements – Amendments to
IAS 7 and IFRS 7.
The amendments listed above did not have any material
impact on the amounts recognised in prior periods and
are not expected to significantly affect the current or
future periods.
8. Operating segments
The Group applies IFRS 8 Operating Segments in its
financial reporting. In accordance with this standard,
operating segments are identified based on the internal
reporting provided to the Chief Executive Officer (CEO),
who is the Group’s Chief Operating Decision Maker
(CODM). The CEO is responsible for allocating resources
and assessing the performance of the operating
segments.
The Group consists of multiple entities engaged in various
business activities. However, for internal management
purposes, segment information is presented on a
consolidated basis. The CEO monitors the Group’s overall
performance and makes strategic decisions based on the
financial information of the Group as a whole, rather than
by individual component. As such, the Group is managed
as a single integrated operating segment, and financial
information is disclosed accordingly.
9. List of subsidiaries
Below is a list of subsidiaries at 31 December 2024 and 31 December 2023.
31-12-2024 31-12-2023DGB Supply & Services B.V. 100% 100%DutchGreen Project Management B.V. 100% 100%GreenTech Solutions B.V. 100% 100%Hongera Afforestation and Reforestation B.V. 100% -Hongera Energy Efficient Cookstoves B.V. 100% -Static Corporation B.V. - 75%
FINANCIAL STATEMENTS
106
On 1 October 2023, the Group sold its 75% interest in Static Corporation B.V. for the consideration of EUR 0, which was not previously classified as held-for-sale or as a discontinued
operation in financial year 2022. This resulted in a loss on disposal amounting to EUR 106 thousands.
10. Revenue
The Group generates revenue primarily from the sale of carbon credits, the sale of sustainable solutions subscriptions, and providing sustainable solutions services.
Revenue is recognised only upon delivery of carbon credits. Most of our offtake agreements are pre-issuance and do not immediately contribute to revenue.
Disaggregation of revenues from contracts with customers
In the following table, revenue from contracts with customers (including revenue related to a discontinued operation) is disaggregated by primary geographical market, major
products and service lines and timing of revenue recognition.
In thousands of euro Note 2024 2023 (restated)Continuing operationsServices • consultancy 51 - • software - - • others 14 43Environmental Credits • carbon credits 23 - • biodiversity credits - - • plastic credits - -Total 88 43
FINANCIAL STATEMENTS
107
FINANCIAL STATEMENTS
108
Revenues per geographic region 2024 2023 (restated)The Netherlands 54 -EU (Excluding the Netherlands) 31 40United States - -Rest of the World 3 3Total 88 43
In thousands of euro 2024 2023 (restated)Receivables, which are included in “trade and other receivables” 5 -Contract Assets - -Contract Liabilities 1,771 1,547Total 1,776 1,547
The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on the sale of carbon credits or the provision of
sustainable solution services. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the
customer. For both 2023 and 2024, all invoices were recognized at a point in time; no revenue was recognized over time.
The contract liabilities primarily relate to the advance consideration received from customers for the future delivery of carbon credits, for which revenue is recognised at a point in
time.
No information is provided about remaining performance obligations at 31 December 2024 or at 31 December 2023 that are part of contracts that have an original expected duration of
one year or less, as allowed by IFRS 15.
11. Contract liabilities
FINANCIAL STATEMENTS
109
In thousands of euros 2024 2023Cost of goods sold (124) 86Project expenses (33) -Employee benefits (Note 13) (1,483) (1,315)Depreciation and amortization (Note 19) (71) (78)Advertising expenses (615) (419)Lease expenses (522) (413)Travel expenses (160) (138)ICT expenses (163) (201)Legal and administrative expenses (479) (53)Other (25) -Total cost of sales, distribution and administrative expenses (3,675) (2,531)
Expenses by nature
12. Cost of sales, distribution and administrative expenses
Here below the expenses by nature are shown:
Audit Fees
With reference to Section 2:382a (1) and (2) of the Dutch Civil Code, GCP Auditors Ltd. as external auditor charged EUR 150 thousand (2023: EUR nil) to the group in connection with the
audit of the financial statements. No other assurance, tax advisory or non-audit services were provided by GCP Auditors Ltd. or any affiliated entities during the reporting period. These
expenses are recorded as part of the legal and administrative expenses.
In thousands of euros 2024 2023Wages and salaries (537) (372)Social security contributions (66) (49)Expenses related to defined contribution plans (12) (20)Equity-settled share-based payments (Note 13) (868) (874)Total cost of sales, distribution and administrative expenses (1,483) (1,315)
Employee benefit expenses
FINANCIAL STATEMENTS
110
2024 2023Headcount at 31 December 13 13Thereof employed in the Netherlands 9 7In Full-time equivalents average per annum 11.3 10.9
Employee
Note: While DGB Group reports FTE based on payroll standards, a significant portion of its operational team is engaged through temporary agreements and
accounted for under project-related costs. As such, these team members are not included in the FTE count in line with IFRS reporting guidelines.
13. Employee benefit expense
14. Net finance result
In thousands of euro Note 2024 2023Interest income under the effective interest method on: • Interest income from participants - -Total interest income arising from financial assets - -Financial liabilities under the effective interest method on: • Interest cost from related parties - - • Interest cost from convertible notes - (9) • Interest expenses from borrowings (Green Bonds) (887) (703) • Other interest and cost (28) 156Total interest cost arising from financial liabilities (915) (556)Net finance result recognised in profit or loss (915) (556)
FINANCIAL STATEMENTS
111
Note 2024 2023Profit (loss) for the year, attributable to the owners (4,266,000) (3,062,000)of the Company:Weighted-average number of shares Basic • Issued ordinary shares at 1 January 11,400,349 11,400,349 • Effect of treasury shares held (147,196) (793,237) • Effect of treasury shares transferred (47,172) 364,509Weighted-average number of ordinary shares 11,205,981 10,115,061at 31 DecemberEarnings per share (0.38) (0.29)
The earnings amounted to €(0.30) per share in 2024.
FINANCIAL STATEMENTS
112
15. Earnings per share
Basic earnings per share
The calculation of basic EPS has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.
FINANCIAL STATEMENTS
113
16. Description of share option program (equity-settled)
16.1 Share option scheme 2021
On 1 January 2021, DGB Group N.V. launched a long-term equity-settled share-based payment arrangement (the “LTI Plan”) in accordance with IFRS 2 – Share-Based
Payment, for the benefit of the Board of Directors. The plan spanned four years through 31 December 2024 and was conditional upon the achievement of five predefined
strategic milestones, each valued at €500,000, for a maximum total reward of €2,500,000 to be settled in the Company’s own equity instruments. All milestones were
met by 31 December 2024, entitling the CEO to an award of 3,371,640 ordinary shares, determined based on a weighted average share price of €0.74 over a representative
measurement period prior to year-end. The related expense of €2,500,000 was recognised on a straight-line basis over the vesting period, resulting in an annual personnel
expense of €625,000 with a corresponding increase in equity under the Share-Based Payment Reserve. Although the shares were physically issued from treasury in Q1 2025,
the award conditions had been fully satisfied as of the reporting date, and this post-balance sheet issuance is therefore classified as a non-adjusting event in accordance
with IAS 10 – Events After the Reporting Period. As of 31 December 2024, all 3,371,640 shares were fully vested and exercisable. No awards lapsed, expired, or were exercised
during the plan period.
The key terms and conditions related to the grants under this program are as follows:
• All share options are to be settled by the physical delivery of shares;
• 2 years’ service from the grant date as a vesting condition;
• Contractual life (“exercise period”) of the share options is 5 years;
• Measurement of fair value equity-settled share-based payment arrangement.
The fair value of the share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangement were not
taken into account in measuring fair value.
FINANCIAL STATEMENTS
114
2024 2023Board of Directors Employees Board of Directors EmployeesFair value at grant date in EUR 0.24 – 0.51 0.15 - 0.08 – 0.24Share price at grant date in EUR 0.48 – 0.51 0.50 - 0.47 – 0.80Exercise price in EUR 0 - 0.50 1.00 - 1.5Expected volatility (weighted average) 0.65 0.65 - 0.62Expected life (weighted average) 4 years 3.5 years 4 years 3.5 yearsExpected dividends (weighted average) - - - -Risk free interest rate based on government bonds 2,16% - 2,59% 2,5% - 2,94% - 2,95%
Measurement of fair value equity-settled share-based payment arrangement
The fair value of the share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangement were not
taken into account in measuring fair value.
The inputs used in the measurement of the fair values at the grant date of the equity-settled share-based payment plan were as follows:
Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected
term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
FINANCIAL STATEMENTS
115
2024 2023Number of options WAEP Number of options WAEPOutstanding at 1 January 1,008,730 1.27 985,397 1.26Forfeited during the year (30,000) 1.00 (10,000) 1.50Exercised during the year (273,750) - - -Granted during the year 78,625 0.86 33,333 1.50Outstanding at 31 December 1,491,230 1.27 1,008,730 1.27Exercisable at 31 December 1,145,049 1.40 391,715 1.48
Reconciliation of outstanding share options
The number and weighted-average exercise prices (“WAEP”) of share options under the DGB share option program were as follows:
The inputs used in the measurement of the fair values at the grant date of the equity-settled share-based payment plan were as follows:
The options outstanding at 31 December 2024 had an exercise price in the range of EUR 0.00 to EUR 1.50 (2023: EUR 1.00 to EUR 1.50).
Expense recognition in the profit or loss
In 2024, EUR 243 thousand has been recognised within employee benefit expenses in profit or loss (2023: EUR 249 thousand) related to the total cost of the DGB Share Option grants.
FINANCIAL STATEMENTS
116
16.2 Long-Term Incentive Plan (2021–2024)
On 1 January 2021, DGB Group N.V. initiated a long-term equity-based incentive plan (LTI Plan) for its Board of Directors. The plan covered the four-year period from 1 January 2021
through 31 December 2024 and was designed to align management rewards with long-term shareholder value creation. The LTI Plan was conditional upon the achievement of five
predefined strategic milestones. Each milestone carried a reward value of EUR 500,000, resulting in a total potential award of EUR 2,500,000 to be settled in the Company’s own
equity instruments.
All five performance milestones were achieved by 31 December 2024. As a result, the CEO became fully entitled to the award of EUR 2,500,000, to be settled in ordinary shares of
DGB Group N.V. The number of shares to be awarded was determined based on a weighted average share price of EUR 0.74 during a representative measurement period prior to the
end of the reporting year. This resulted in an award for 3,371,640 ordinary shares.
Expense recognition in the profit or loss
In 2024, EUR 625 thousand has been recognised within employee benefit expenses in profit or loss (2023: EUR 625 thousand) related to the total cost of the LTIP 2021-2024.
17. Income taxes
Amounts recognised in profit or loss
In thousands of euro 2024 2023 (restated)Current tax expenseCurrent income tax expense / (income) - -Adjustments for previous years - 80Deferred tax expense:Changes in tax rates - -Reduction in tax rate - -Recognition of previously unrecognised tax losses - -(De)recognition of previously unrecognised deductible - -temporary differencesMovements in deferred tax assets and liabilitiesTotal tax expense - 80
In financial year 2023, a tax benefit was recorded related to the 2022 tax return.
The amounts directly recognised in equity relate to equity-settled share-based payment expenses and the purchase of treasury shares.
FINANCIAL STATEMENTS
117
Reconciliation of effective tax rate
In thousands of euro Tax Tariff 2024 2023 (restated)Loss before tax from continuing operations (4,266) (3,048)Tax using the Company’s domestic tax rate 25.80% 1,101 786Reduction in tax rate -6.80% (290) (207) • Current-year losses for which no deferred tax asset is -19.00% (811) (579)recognisedRecognition of previously unrecognised tax - 80
FINANCIAL STATEMENTS
118
The group has not recognised deferred tax assets related to unused tax losses. However, it is expected that taxable profits will be available in the near future against which the
group can utilise these benefits.
18. Property, plant, and equipment
In thousands of euro Buildings Other assets TotalCostBalance at 1 January 2023 61 238 299Additions (61) (85) (146)Balance at 31 December 2023 - 153 153Additions - 56 56Balance at 31 December 2024 - 209 209
FINANCIAL STATEMENTS
119
Accumulated depreciation and impairment losses
In thousands of euro Buildings Other assets TotalAccumulated depreciation and impairment lossesBalance at 1 January 2023 13 45 58Additions (13) (6) (19)Balance at 31 December 2023 - 39 39Additions - - -Depreciation - 26 26Balance at 31 December 2024 - 65 65
FINANCIAL STATEMENTS
120
Carry amounts
In thousands of euro Buildings Other assets TotalCarrying amountsat 1 January 2023 60 238 298at 31 December 2023 73 244 317at 31 December 2024 - 144 144
19. Intangible assets
Internal developed Domain In thousands of euro GoodwillTotalsoftwarenameCostBalance at 1 January 2023 36 320 83 439Additions - - - -Disposals - - - -Reclassification to assets held for Sale (36) - - (36)Balance at 31 December 2023 - 320 83 403Additions - 46 2 48Balance at 31 December 2024 - 366 85 451
Goodwill
During financial year 2023 Static Corporation B.V. was divested for the consideration of EUR 0. Accordingly, the associated recorded goodwill amounting to EUR 36 thousand
was fully impaired as part of the loss on disposal.
Domain name
In financial year 2022 DGB acquired the domain name green.earth for the consideration of EUR 78 thousand.
Internal development software
The development software is related to the internally developed software for our sustainable solutions services.
In prior reporting periods, the Group classified development costs related to Carbon Credit Units as intangible assets, recognizing them as projects measured at fair value
through other comprehensive income. These costs have now been reclassified as inventories, measured at the lower of cost and net realisable value. Inventories relating to
carbon credits that are still under development and not expected to be realized within the next twelve months are presented as other non-current assets (note 23).
FINANCIAL STATEMENTS
121
Accumlated depreciation and impairment losses
Internal developed Domain In thousands of euro GoodwillTotalsoftwarenameAccumulated depreciation and impairment lossesBalance at 1 January 2023 - 3 9 12Amortisation - 21 17 38Balance at 31 December 2023 - 24 26 50Amortisation - 30 17 47Balance at 31 December 2024 - 54 43 97Carrying amountsat 1 January 2023 36 320 83 439at 31 December 2023 - 296 57 353at 31 December 2024 - 312 42 354
FINANCIAL STATEMENTS
122
The amortisation of development costs and the domain name are included in the administrative expenses.
Management performed the annual impairment test and concluded that there is no indication for impairment.
In thousands of euro 2024Balanced as at 1 January 2024 317Share of results recognised in income (37)Disposals (280)Balance as at 31 December 2024 -
FINANCIAL STATEMENTS
123
20. Equity-accounted investees
In June 2024, DGB decreased its investments in CoreKees Management (Green Fuel Investment B.V.) from 50% to 10%, for a consideration of EUR 500 thousand.
Consequently, DGB lost significant influence over this investment and the 10% investment was reclassified from an associate recognised at the equity method to a financial
asset at Fair Value through Profit & Loss. The carrying amount of the investment at the date of disposal was EUR 280 thousand and a gain on sale was recognised for EUR
270 thousand.
The carrying amount of equity-accounted investment has changed as follows in 2024:
The share of profit of equity-accounted investees, net of tax
The share of profit of equity-accounted investees, net of tax amounting to EUR 233 (2023: EUR (77)) consist out DGB’s share of net loss after tax in CoreKees for EUR (37)
(2023: EUR (77)) and the recognised gain on sale relating to the disposal of 40% interest in CoreKees for EUR 270.
In thousands of euro 2024 2023Percentage ownership interest 50% 50%Non-current assets 9 9Current assets 231 301Non-current liabilities (21) (21)Current liabilities (52) (47)Net Assets (100%) 167 242Group’s share of net assets 50% 84 121Revenue 123 313Profit from operations (100%) (196) (154)Other comprehensive income (100%) - -Total comprehensive income (100%) (73) (154)Total comprehensive income (50%) (37) (77)Elimination of intercompany transactions - -Group’s share of total comprehensive income (37) (77)
The following table summarises the financial information of CoreKees as included in its own financial statements, adjusted for fair value adjustments at acquisition and
differences in accounting policies. The table also reconciles the summarised financial information to the carrying amount of the Group's interest in CoreKees.
The information for 2023 presented in the table includes the results of CoreKees for the period from 1 January to 31 December 2023. The information for 2024 includes the
results of CoreKees only for the period from 1 January to 30 June 2024, because CoreKees became a financial asset measured at Fair Value through Profit & Loss as from
that moment.
FINANCIAL STATEMENTS
124
21. Financial asset measured at fair value through profit or loss
Management estimated the fair value of the retained 10% interest in CoreKees Management to be EUR 50 thousand, because this fair value is in line with the sales
consideration received for the sale of the 40% interest in CoreKees Management.
Based on the recent transaction, the valuation of a 10% stake ranges from EUR 50 thousand to EUR 500 thousand, depending on the specific terms of the deals and prevailing
market conditions. Given the heightened risk factors that could impact future performance, market dynamics, and potential liquidity challenges, a conservative valuation
approach has been adopted.
Given the limited time between the transaction date and the reporting period end of 31 December, no changes were measured in the fair value of the 10% interest in CoreKees
management.
The profit or loss associated with the sale of the 40% interest in CoreKees Management was determined as follows:
FINANCIAL STATEMENTS
125
In thousands of euro 2024Proceeds from disposing 40% interest 500Fair value of retained 10% interest (Note 18) 50550Carrying amount investment at the date of disposal (280)Gain on sale of 40% interest 270
22. Financial asset at amortised cost
It was agreed between DGB and Van Heeswijk Holding B.V. (“VHH”) as part of the 40% interest sale in CoreKees Management that a loan for the amount of EUR 500
thousand was issued by DGB towards VHH for a loan period of 3 years with 5% annual compound interest. Furthermore, there is no obligation to repay the nominal loan or
compounded interest throughout the loan period by VHH. However, part of the full loan repayments are allowed before the end date.
VHH granted a first right of pledge towards DGB on the purchased 80 shares of GFI (40%) until the full sale consideration has been fulfilled towards DGB. The loan to VHH
is presented under the non-current assets due to its long-term nature. The fair value of the issued loan is also not significantly different from the carrying amount.
All of the financial assets at amortised cost are denominated in EUR. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the
investments will be held to maturity.
Financial assets at amortised cost include the following:
FINANCIAL STATEMENTS
126
The loss allowance of EUR 50 thousand as at 31 December 2024 relating to the loan is based on management’s assumption about the risk of default and expected loss rate (10%).
The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history and existing market conditions,
as well as forward-looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in the tables above.
In thousands of euro 2024Balance at 1 January 2024 -Loan 500Accrued interest 15Less: Loss Allowance (50)Balance as at 31 December 2024 465
FINANCIAL STATEMENTS
127
In thousands of euro 2024 2023 (restated)Carbon credits (validated and verified) 59 -Total inventories 59 -Non-current inventories not included above 5,894 3,902
The non-current inventories not included above relate to carbon credits under development and are presented as other non-current assets.
In prior reporting periods, the Group classified development costs related to Carbon Credit Units as intangible assets, recognizing them as projects measured at fair
value through other comprehensive income. These costs have now been reclassified as inventories, measured at the lower of cost and net realisable value.
Carbon credits – under development
As at 31 December 2024, the inventory of carbon credits under development consists of the Afforestation, Reforestation and Revegetation (“ARR”) projects in Cameroon,
Kenya, and Uganda and the Cookstoves project in Kenya.
The following table summarises the inventory carbon credits under development project balances as at December 31, 2024 and December 31, 2023:
23. Inventories
In thousands of euro 2024 2023Kenya ARR project 1,104 593Cameroon ARR project 2,210 1,718Uganda ARR project 881 379Kenya Cookstoves project 1,699 1,211Total 5,894 3,902
FINANCIAL STATEMENTS
128
Cameroon ARR project
In 2021, the Company, through DutchGreen project Management B.V. (“DutchGreen”)
as project developer, entered into a project agreement with Green Zone International
Cameroon Ltd., as in-country project implementer, to facilitate the development of
a large-scale nature-based carbon removal project, focused on restoring nature,
creating forests, and promoting sustainable development in the Cameroon Congo
Basin Region. The project’s aim is to facilitate the planting of approximately 9.1 million
trees. The project is expected to generate an estimated 7.8 million nature-based
removal carbon credits issued over an expected 41-year project life.
Kenya ARR project
In 2021, the Company, through DutchGree as project developer, entered into a project
agreement with AIAT as in-country project implementer, to facilitate the development
of a large-scale nature-based carbon removal project, focused on restoring nature,
creating forests, and promoting sustainable development in the Mount Kenya and
Aberdare regions. The project’s aim is to facilitate the planting of approximately 6.7
million trees. The project is expected to generate an estimated 5.1 million nature-
based removal carbon credits issued over an expected 41-year project life.
Uganda ARR project
In 2022, the Company, through DutchGreen as project developer, entered into a
project agreement with BCCP as in-country project implementer, to facilitate the
development of a large-scale nature-based carbon removal project, focused on
restoring nature, creating forests, and promoting sustainable development in the
Bulindi region. The project is expected to generate an estimated 10.1 million nature-
based removal carbon credits issued over an expected 41-year project life.
Kenya Cookstoves project
In 2021, the Company, through DutchGreen as project developer, entered into a project
agreement with AIAT as in-country project implementer, to facilitate the development
of a large-scale nature-based carbon removal project, focused on restoring nature,
creating forests, and promoting sustainable development in the Mount Kenya and
Aberdare regions. The project’s aim is to facilitate the producing and distribution of
cookstoves. The project is expected to generate an estimated 2.5 million nature-based
removal carbon credits issued over an expected 7-year project life.
Carbon credits – validated and verified
As at 31 December 2024, the total inventory of carbon credits validated and verified was
valued at EUR 59 thousand (2023: nil). The Company’s carbon credit inventory available
for sale and held as at 31 December 2024, consists solely of carbon credits validated
and verified from the Kenya Cookstoves Project carbon credits.
The Company had no carbon credit inventory validated and verified as at 31 December
2023.
In 2024, inventories of EUR 3 thousand (2023: nil) were recognised as an expense during
the year and included in the cost of sales.
24. Trade and other receivables
In thousands of euro Note 2024 2023Trade receivables 40 -Prepayments 50 -Receivables due from related parties 362 5,564Other trade receivables 46 -Total 498 5,564
On 27 December 2024, DGB Group N.V. entered into a legally binding settlement agreement with the Dutch Green Foundation (also referred to as the PAN Foundation) in
relation to an outstanding receivable that originated in 2020. This receivable was initially recognised when the Foundation acquired a majority shareholding in DGB Group N.V.
during a strategic restructuring and simultaneously assumed a loan obligation totalling €5.493.279. The intention from inception was that the Foundation would divest the
acquired shares over time and use the proceeds to repay the loan to the Company.
Under the terms of the settlement agreement, DGB reacquired 5,525,000 unlisted ordinary shares from the Foundation as part of its share buyback program in exchange for
full settlement of the outstanding receivable.
All previously recognised interest amounts were corrected retrospectively in accordance with IAS 8 and have been removed from retained earnings. Following the transaction,
the Foundation no longer holds any equity or debt instruments issued by DGB Group N.V., and the Company’s capital structure has been fully reconciled as of the settlement
date.
FINANCIAL STATEMENTS
129
25. Cash and cash equivalents
In thousands of euro 2024 2023 (restated)Bank balances 460 94Cash and cash equivalents in the statement 460 94of financial position
Cash and cash equivalents are at free disposal of the Group.
FINANCIAL STATEMENTS
130
26. Capital and reserves
Share capital and share premium
In shares Ordinary shares issued Treasury shares held Ordinary shares outstandingPosition at 1 January 2023 11,400,209 (530,558) 10,869,651(Re)Issued / purchased shares in 2023 - 383,362 383,362Position at 31 December 2023 11,400,209 (147,196) 11,253,013Sold treasury shares under facility agreement - (2,207,430) (2,207,430)Position at 31 December 2024 11,400,209 (2,354,626) 9,045,583
All ordinary shares rank equally with regard to the Company’s residual assets.
FINANCIAL STATEMENTS
131
Ordinary shares
Holders of these shares are entitled to dividends if declared from time to time and are
entitled to one vote per share at general meetings of the Company. All rights attached
to the Company’s shares held by the Group are suspended until those shares are
sold.
On 31 December 2024, the Company held 5,525,000 ordinary shares as treasury
shares as a result of the share buyback described in note 21. In the first quarter of
2025, 3,371,640 of these shares were reissued to the Board of Directors in settlement
of the equity-settled long-term incentive plan. As a result, the Company held
2,354,626 ordinary shares as treasury shares. Treasury shares do not carry dividend
rights or voting rights while held by the Company. In accordance with IAS 33 –
Earnings per Share, they are excluded from the calculation of the weighted average
number of shares outstanding for both basic and diluted earnings per share.
The Company’s authorised capital is 11,400,209 shares.
Priority shares
The 100 priority shares are held by Ms Van der Meulen.
Reserves
Other reserves
Other reserves comprise past retained earnings allocated to the reserves and treasury
shares.
Convertible notes
The reserve for convertible notes comprises the amount allocated to the equity
component for the convertible notes issued by the Company in 2023.
Capital management
The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and
market confidence and to sustain future development of the business.
The activities of the Company depend on the appetite of investors. Investments can
be financed through either equity and/or borrowings. The Board of Directors seeks to
maintain a balance between the higher returns that might be possible with higher levels
of borrowing and the advantages and security afforded by a sound capital position.
The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net debt is calculated
as total liabilities less cash and cash equivalents. Equity comprises all components of
equity.
FINANCIAL STATEMENTS
132
Net debt to equity
The Group’s net debt to equity ratio at 31 December 2023 was as follows.
In thousands of euro 2024 2023 (restated)Total liabilities 14,379 7,950Less: cash and cash equivalents (460) (94)Net debt 13,919 7,856Total equity (6,455) 2,649Net debt to adjusted equity ratio -216% 297%
FINANCIAL STATEMENTS
133
Bonds
In 2024, a total of 4.9 million bonds were issued. Certain bondholders have opted to compound their interest, resulting in EUR 125 thousand in compound interest
accrued over the year. As of now, the portion of the bond liability expected to mature in 2025 amounts to EUR 1,182 thousand. Interest on the bonds is payable quarterly,
and bondholders may choose to receive interest either as a cash payment or by having it compounded into the bond’s principal value.
Other loans
Convertible notes
In 2023, a short-term convertible loan with a value of EUR 98 thousand was converted into equity shares.
Lease liabilities
The lease liabilities relate to company cars acquired with financial leases. The company cars are collateral for the financial lease agreements.
In thousands of euro Note 2024 2023 (restated)Non-current liabilitiesBonds 9,481 5,562Lease liabilities 57 969,538 5,658Current liabilitiesBonds 1,183 -Convertible notes - 98Lease liabilities 19 41Total 1,202 139
27. Borrowings
FINANCIAL STATEMENTS
134
An accrued compound interest amount of EUR 125 thousand has been recorded under Bonds. These bonds carry a coupon rate of 8%, and their durations range from
3 months to 4 years.
Non-current liabilities
ConvertibleLease In thousands of euro BondsTotalnotesliabilitiesBalance at 1 January 2023 1,978 68 144 2,190Redeemed as part of the asset/liability transaction - (68) (7) (75)Issued new liability part of convertible loan - - - -Issued new loans 3,584 98 - 3,682Issued new contract - - - -Issued new lease - - - -Total amount of loans 5,562 98 137 5,797Current part of loans - (98) (41) (139)Balance at 31 December 2023 5,562 - 96 5,658Redeemed as part of the asset/liability transaction - - (20) (20)Issued new liability part of convertible loan - - - -Issued new loans 5,102 - - 5,102Issued new contract - - - -Issued new lease - - - -Total amount of loans 10,664 - 76 10,740Current part of loans (1,183) - (19) (1,202)Balance at 31 December 2024 9,481 - 57 9,538
FINANCIAL STATEMENTS
135
In thousands of euro Note 2024 2023Trade payables 241 228Accrued expenses 277 118Accrued salaries, holiday allowance and other benefits 45 -Bank overdraft (credit card) 53 60VAT, social securities and other taxation - -Advance received payments 1,194 111Other accruals and payables - -Total 1,810 517
28. Current liabilities
In 2024, advance payments were received for private placement share deliveries scheduled for 2025.
FINANCIAL STATEMENTS
136
29. Financial instruments – Fair values and risk management
Because DGB has investments at FVTPL (10% CoreKees) and Borrowings with fixed interest rates but also special terms, the FV could deviate.
Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include
fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
FINANCIAL STATEMENTS
137
2024 2023Note Carrying amount Fair value Carrying amount Fair valueLevel 3 Level 3Financial assets measured at fair value 50 50 - -Financial Assets not measured at fair value Loans 76 - 137 -Trade and other receivables 498 - 5,564 -Cash and cash equivalents 460 - 94 -Financial liabilities not measured at fair valueBorrowings 10,664 - 5,562 -
*Contract liabilities amounting to EUR 1,771 thousand are recognised under IFRS 15 and thus not included.
Measurement of fair values
The Group holds an investment in equity shares of CoreKees with a fair value of
EUR 50 thousand at 31 December 2024 (2023: EUR nil). The fair value of this
investment was categorised as Level 3 at 31 December 2024 (for information on the
valuation technique, see Note 18). This was because the shares are not listed on an
exchange, but there were recent observable arm's length transactions in the shares
resulting from the disposal of the 40% interest in CoreKees.
The majority of the financial assets and liabilities are measured at amortised cost,
which approximates the fair value.
Financial risk management
The Group has exposure to the following risks arising from financial instruments:
• credit risk;
• liquidity risk; and
• market risk.
Risk management framework
The Company’s Board of Directors has overall responsibility for the establishment
and oversight of the Group’s risk management framework. Due to the absence of
non-executive directors, the Board of Directors is also responsible for monitoring
compliance with the Group’s risk management policies and procedures, and reviews
the adequacy of the risk management framework in relation to the risks faced by the
Group.
The Group’s risk management policies are established to identify and analyse the
risks faced by the Group, to set appropriate risk limits and controls, and to monitor
risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities. The
Group, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment where all employees
understand their roles and obligations.
The Board of Directors engaged a specialised firm by the end of 2021 to assist in
its oversight role by third line of defence. This firm undertakes both regular and ad
hoc reviews of risk management controls and procedures, the results of which are
reported to the Board of Directors.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. It arises principally from
the Group’s receivables from customers and related parties.
The carrying amounts of financial assets and contract assets represent the maximum
credit exposure.
Impairment losses on financial assets and contract assets recognised in profit or loss
were as follows.
FINANCIAL STATEMENTS
138
FINANCIAL STATEMENTS
139
Impairment losses
The Board of Directors analyses each new customer individually for creditworthiness
before the Group’s standard payment and delivery terms and conditions are
offered. The Group’s review includes external ratings, if they are available, financial
statements, credit agency information, industry information, and in some cases,
bank references. The Group limits its exposure to credit risk from trade receivables
by establishing a maximum payment period for individual and corporate customers,
respectively.
The Group held cash and cash equivalents of €460,000 on 31 December 2024
(2023: €94,000). The cash and cash equivalents are held with financial institution
counterparties, which are rated AA to AA+ based on the most common rating
agencies (eg Moody’s).
No impairment on cash and cash equivalents has been measured on a 12-month
expected-loss basis and reflects the short maturities of exposures. The Group
considers that its cash and cash equivalents have low credit risk based on the
external credit ratings of the counterparties.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations
associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Group’s objective when managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group’s reputation.
The Group aims to maintain the level of its cash and cash equivalents at an amount
in excess of expected cash outflows on financial liabilities (other than trade payables)
over the next 90 days.
Contractual cash flows per 31 December 2024
31 December 2024 Contractual cash flowsIn thousands of euroCarrying 3 monthsMore thanFinancial liabilityTotal3-12 months 1-2 years 2-5 yearsamountor less5 yearsConvertible notes - - - - - - -Lease liabilities 76 76 4 15 57 - -Bonds 10,664 10,664 100 1,082 5,130 4,352 -Contract liabilities 1,771 1,771 131 - 784 856 -Liabilities due to related parties - - - - - - -Trade payables third parties - - - - - - -Accrued expenses - - - - - - -Other payables 1,868 1,868 - 1,868 - - --Total 14,379 14,379 235 2,965 5,971 5,208 -
FINANCIAL STATEMENTS
140
Contractual cash flows per 31 December 2023
31 December 2023 Contractual cash flowsIn thousands of euroCarrying 3 monthsMore thanFinancial liabilityTotal3-12 months 1-2 years 2-5 yearsamountor less5 yearsConvertible notes 98 98 - 98 - - -Lease liabilities 137 137 12 29 32 64 -Bonds 5,562 5,562 - - - 5,562 -Contract liabilities 1,547 1,547 - - - 1,547Liabilities due to related parties - - - - - - -Trade payables third parties - - - - - - -Accrued expenses - - - - - - -Other payables 606 606 - 606 - - -Total 7,950 7,950 12 733 32 7,173 -
FINANCIAL STATEMENTS
141
FINANCIAL STATEMENTS
142
Market risk
Market risk is the risk that changes in market prices—eg foreign exchange rates,
interest rates, and equity prices—will affect the Group’s income or the value of its
holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters while
optimising return.
The Group uses no derivatives to manage market risks. Generally, the Group seeks to
apply natural hedges to manage volatility in profit or loss.
All interest-bearing financial assets and financial liabilities are subject to fixed interest
rates. Although this increases market risk, the Group accepts this risk above the risk
for unpredictable cash inflows and outflows.
The Group is exposed to transactional foreign currency risk to the extent that there
is a mismatch between the currencies in which sales, purchases, receivables, and
borrowings are denominated and the respective functional currency of the Group
which is euro. The currencies in which these transactions are primarily denominated
are euro and US dollars.
The current exposure of the mismatch between currencies is acceptable for
management. If exposure increases in the future, management will consider
mitigating that risk accordingly on a transaction-by-transaction basis by using forward
exchange contracts to hedge its currency risk.
Exposure to currency risk
As per 31 December 2024, the exposure regarding currency risk is as follows:
• $150,000 for project costs for an external supplier.
30. Commitments
List of subsidiaries
Below is a list of subsidiaries at 31 December 2024 and 31 December 2023.
FINANCIAL STATEMENTS
143
Name 2024 2023DGB Supply & Services B.V. 100% 100%DutchGreen Project Management B.V. 100% 100%GreenTech Solutions B.V. 100% 100%Hongera Afforestation and Reforestation B.V. 100% -Hongera Energy Efficient Cookstoves B.V. 100% -Static Corporation B.V.* - 75%
FINANCIAL STATEMENTS
144
Update on CIP agreement
Since 2021, the Group engaged with Climate Investment Partners, which specialises
in providing technical carbon accounting consultancy for nature-based solutions,
to perform services amounting to $150,000. Climate Investment Partners strongly
focuses on strategic collaborations and an impressive track record of professional
experience across various countries, aligning with DGB's commitment to conserving
and restoring natural ecosystems. Climate Investment Partners meets high social
and environmental performance standards, accountability, and transparency, making
them an ideal partner for DGB in its mission to develop and manage carbon projects
that deliver genuine positive impacts.
Clause relating to the issued loan for CoreKees mechanism
DGB retains the 20 shares, representing 10% of the total share capital in CoreKees
Management B.V. Both Corekees and Van Heesewijk Holding B.V. have committed to
actively support the sale of these remaining shares to one or more third-party buyers.
Their responsibilities include providing marketing support, identifying and engaging
potential buyers, and facilitating the successful execution of the transaction. The
amount of compensation is determined as follows:
• When the sales consideration is or below EUR 500 thousand, this amount is
set to be the compensation and will be used by VHH as part of repaying their
outstanding loan towards DGB.
• When the sales consideration is above EUR 500 thousand, an amount of EUR
500 thousand is set to be the compensation and will be used by VHH as part of
repaying their outstanding loan towards DGB.
Funding commitments entered for Carbon Credit projects
All commitments with external project implementers provide DGB the flexibility to
upscale or downscale the number of hectares planted or cookstoves produced, as
needed. These agreements do not impose any binding obligations on DGB.
Fiscal unity
As of 2024, all subsidiaries are part of a fiscal unity for corporate income tax purposes.
31. Related parties
Transactions with key management personnel
Key Management Personnel of the Company is the Board of Directors and the Supervisory Board. The Board of Directors consisted in 2024 of Mr S A M Duijvestijn (CEO).
In thousands of euro 2024 2023Short-term employee benefits 305 329Post-employment benefits - -Other long-term benefits - -Termination benefits - -Share-based payments 848 8371,153 1,166
FINANCIAL STATEMENTS
145
FINANCIAL STATEMENTS
146
Related Parties Disclosure
This note provides the required disclosures regarding related party relationships and transactions in accordance with International Accounting Standard 24 (IAS 24) –
Related Party Disclosures. Related parties include individuals or entities with control, joint control, or significant influence over the reporting entity, key management
personnel, and close family members of such individuals, as well as entities under common control or significant influence.
DGB Group N.V. operates under a one-tier board structure comprising executive and non-executive directors. The sole executive director during the reporting period
was Mr. Selwyn Duijvestijn, who has day-to-day executive responsibilities and strategic control over the Group’s operations. Key management personnel further include
Mr. Niels van Houdt (Finance Director) and Mr. Thomas Donia (Operations Director), both of whom hold authority and responsibility for planning and directing significant
business activities of the Group. Mr. Thomas Donia was previously engaged by the Group via a third-party service provider, Elephant Operations & Services, prior to his
formal employment. Payments made to Elephant Operations & Services for services rendered by Mr. Donia.. These transactions are considered related party transactions
and have been disclosed accordingly. The Prosper and Nature Foundation is considered a related party due to its historic shareholding and control over the Company.
The Foundation was established in 2020 to temporarily stabilise the shareholder structure of the Group following the divestment of its operating subsidiaries. Mr. Selwyn
Duijvestijn was one of the original founders of the Foundation. During this transitional phase, the Foundation acquired all shares in DGB Group and assumed a loan
receivable owed to DGB. This structure was dissolved, and a settlement was reached on 27 December 2024. Further information on this transaction is provided in Note 21.
Ms. Hilda van der Meulen, who previously served as a board member of the PAN Foundation, holds 100 priority shares in DGB Group and maintains a close personal
relationship with Mr. Selwyn Duijvestijn. Given the combination of her governance role in a related entity and her personal affiliation with the Group’s CEO, both individuals
are disclosed as related parties in accordance with IAS 24.
Mr. Selwyn Duijvestijn has indicated that from H2 2025 he will play an active role in the day-to-day operations of the Green Carbon Fund, an early-stage carbon investment
fund based in the United States. The Fund is engaged in a €2.5 million transaction with DGB Group, including a €1.25 million prepayment. In light of this connection, this is
disclosed in accordance with IAS 24.
Mr. F. Bleijenberg, a significant shareholder, holds €1,000 in Green Bonds issued by DGB Group N.V. Although the amount is not material, this holding is disclosed for the
sake of completeness and transparency.
Loan and related interest income
Transaction values for the yearBalance outstanding ended 31 Decemberas at 31 DecemberIn thousands of euro 2024 2023 2024Loan and related interest incomeStichting Dutch Green Foundation - Interest resp. loan - - -Stichting Dutch Green Foundation - current account N/A N/A -CEO - current account N/A N/A 361
All outstanding balances with related parties are conducted on an arm’s length basis. These balances are unsecured, bear interest at a rate of 3% per annum, and are to be
settled in cash. No expense has been recognised in the current year or prior year for bad or doubtful debts in respect of amounts owed by related parties.
The current account position includes a balance with the CEO, Mr. Selwyn Duijvestijn, which relates to pre-funded expansion initiatives. These initiatives, while potentially
strategically significant for DGB Group in the future, remain in the early stages of development and are not yet considered appropriate for direct involvement by the company.
Accordingly, the financial exposure associated with these activities is carried personally by the CEO and not by DGB Group. The terms of the arrangement, including the 3%
interest rate, reflect market conditions and are consistent with an arm’s length transaction.
The outstanding balance is expected to be fully repaid before the end of the 2025 financial year.
FINANCIAL STATEMENTS
147
Long-term incentive plan settlement
On 24 March 2025, the long-term incentive plan (2021–2024) for the CEO of DGB was
formally settled. The plan, which was initiated on 1 January 2021 and spanned a four-
year period, was designed to reward the achievement of five predefined strategic
milestones aligned with the Group’s long-term value creation objectives.
As all five milestones were successfully achieved before 31 December 2024, the CEO
became entitled to the full performance-based award of €2,500,000, to be settled
entirely in equity. The number of shares to be granted was calculated based on the
weighted average share price over a representative period prior to year-end 2024,
resulting in a total allocation of 3,371,640 shares. These awards were exclusively
granted using shares repurchased under DGB’s previously concluded share buy-
back programme, ensuring no dilution for existing shareholders. This strategic move
allows DGB to maintain its capital structure while recognising and incentivising
employees and board members who have delivered exceptional performance and
met predefined strategic milestones.
32. Subsequent events
Full share listing on Euronext Amsterdam
On 10 March 2025, DGB successfully completed the admission of all its issued
ordinary shares to trading on Euronext Amsterdam. This step involved the listing of
7,348,174 previously unlisted shares, resulting in the full tradability of all 11,400,209
ordinary shares under the ticker symbol 'DGB' and ISIN code NL0009169515.
While all shares have always belonged to a single class with identical rights, this
development enhances the market accessibility and liquidity of the Company’s
shares for both institutional and private investors. The completion of this listing further
strengthens DGB’s profile as a transparent and fully tradable public company.
Private placement and share capital increase
On 19 March 2025, DGB successfully completed a private placement of new ordinary
shares, raising €725,000 in additional capital to support the Group’s expanding
pipeline of nature-based carbon and biodiversity projects. The placement was
subscribed by a group of strategic investors and reflects continued market confidence
in the Group’s mission and growth trajectory.
As part of this transaction, 2,086,250 new ordinary shares were issued, each carrying
one voting right. Following this issuance, the total number of issued and outstanding
ordinary shares in DGB increased to 13,486,559.
FINANCIAL STATEMENTS
148
FINANCIAL STATEMENTS
149
Shareholding structure
The total number of ordinary shares under option now stands at 1,974,730,
representing approximately 14.6% of DGB’s current issued share capital.
Based on the most recent filings with the AFM, the following shareholders each hold
3% or more of DGB’s issued share capital:
• S.A.M. Duijvestijn (CEO): 25.00%
• T. Donia (Director of Operations): 4.35%
• H. Bleijenberg: 4.15%
• F. Bleijenberg: 4.08%
• M.H.B. Kok: 2.26%
Auditor appointment
On 24 April 2025, an Extraordinary General Meeting was convened to formally appoint
GCP Auditors Ltd (“GCP”) as DGB’s external audit firm. This appointment ensured
the timely completion of the 2024 audit and the publication of audited financial
statements. GCP is a registered Public Interest Entity (PIE) audit firm, fully accredited
by the AFM. The audit was led by a Dutch external accountant registered with both the
NBA and the AFM, ensuring full compliance with all regulatory standards.
Corporate rebranding to Green Earth Group
Following the balance sheet date, DGB Group has formally initiated a comprehensive
corporate rebranding strategy that signals a major evolution in its identity and
operations. Subject to shareholder approval at the upcoming Annual General Meeting,
the Company intends to change its name to Green Earth Group, with the transition
expected to take effect on 1 September 2025. This rebrand reflects the company’s
transformation from a focused carbon project developer into a broader environmental
and sustainable commodities enterprise.
The new identity aligns with a matured and expanded business model that integrates
four interconnected areas of activity. First, the company continues to develop certified
environmental assets—such as carbon, biodiversity, and plastic credits—which serve
as financial mechanisms to support large-scale ecological restoration. Second, within
these restored landscapes, Green Earth Group cultivates regenerative products like
coffee, cocoa, avocado, and honey, thereby turning environmental recovery into
tangible agricultural output. Third, the Company enhances the value of these products
through investments in processing, packaging, traceability, and logistics, creating
a smart value chain that preserves the integrity and market readiness of natural
commodities. Finally, the Company provides consulting services and digital tools—
including the CO₂.expert platform—to help clients measure, manage, and reduce their
environmental impact, supported by robust ESG advisory expertise.
The name change will be accompanied by formal updates to the Company’s listing
on Euronext Amsterdam. It is important to note that this rebranding will not affect the
legal entity, governance structure, or existing contractual obligations of DGB Group. All
agreements will remain in force under the new brand name.
This strategic rebranding reinforces the Company’s long-term vision: to integrate
nature and finance through credible, scalable, and measurable impact across both
environmental and economic domains.
FINANCIAL STATEMENTS
150
Board of Directors Structure
The Company intends to expand its Board of Directors during the second half of
2025. Operating under a one-tier board model in accordance with Dutch corporate
governance standards, the board is expected to be expanded to a minimum of three
members. Until now, the absence of a PIE-qualified auditor made it impossible to
attract suitable board members. This expansion will include the formal appointment
of two non-executive directors with independent, supervisory profiles, as well as the
potential appointment of additional executive director(s) selected from the current
senior management team. These appointments are planned to take place following
the completion of the financial audit and will be submitted to the General Meeting
of Shareholders in line with statutory procedures. This development aligns with the
governance roadmap communicated during the Annual General Meeting held on 6
July 2023 and reflects DGB ’s commitment to strengthening independent oversight,
transparency, and effective strategic execution.
Financial statements -
Company only
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Company statement of financial position as at 31 December 2024
Statement of financial position (before Appropriation of Result)
In thousands of euro Note 2024 Restated for 2023
Assets
Property, plant and equipment 18 144 114
Intangible assets 35 43 57
Investments accounted for using the equity method 36 - 433
Financial asset at fair value through profit & loss 20 50 -
Financial asset at amortized costs 20 465 -
Non-current assets 702 604
Trade and other receivables 37 4,848 8,190
Cash and cash equivalents 38 420 89
Current assets 5,268 8,279
Total assets 5,970 8,883
FINANCIAL STATEMENTS - COMPANY ONLY
152
*See note 34 for details regarding the restatement as a result of errors.
Equity 39
Share capital 228 228
Share premium 11,152 11,152
Share Based Expenses reserve 3,264 2,396
Other reserves (16,833) (8,065)
Retained earnings (4,266) (3,062)
Shareholder's equity (6,455) 2,649
Liabilities
Borrowings 40 9,538 5,658
Non-current liabilities 9,538 5,658
Borrowings 40 1,202 98
Current tax liabilities 58 89
Trade and other payables 42 1,627 389
Current liabilities 2,887 576
Total liabilities 12,425 6,234
Total equity and liabilities 5,970 8,883
FINANCIAL STATEMENTS - COMPANY ONLY
153
*See note 34 for details regarding the restatement as a result of errors.
Company statement of profit or loss
In thousands of euro Note 2024 2023
Revenue 42 14 -
Cost of sales - 14
Gross profit 14 (14)
Other income 3 3
Selling and distribution expenses 43 (1,726) (1,754)
Administrative expenses 43 (1,260) (709)
Operating result (2,969) (2,474)
Finance income - -
Finance costs (1,297) (591)
Net finance costs 44 (1,297) (591)
Loss for the year (4,266) (3,065)
Income tax expense 45 - 80
Loss after tax (4,266) (2,985)
Share of profit of equity-accounted investees, net of tax - (77)
Loss from continuing operations (4,266) (3,062)
For the year ended 31 December 2023
FINANCIAL STATEMENTS - COMPANY ONLY
154
33. Accounting policies for the company financial statements
The company financial statements of DGB Group N.V. are prepared in accordance with the Dutch Civil Code, Book 2, Title 9, with the application of the regulations of section
362.8 allowing the use of the same accounting policies as applied for the consolidated financial statements.
A summary of the material accounting policies and a summary of the critical accounting estimates, assumptions and judgments are given in note 7 and note 7 respectively of
the notes to the consolidated financial statements.
Subsidiaries are valued using the equity method, applying the IFRS Accounting Standards as endorsed by the European Union.
The Company will, upon identification of a credit loss on an intercompany loan and/or receivable, recognise a loss allowance.
FINANCIAL STATEMENTS - COMPANY ONLY
155
FINANCIAL STATEMENTS - COMPANY ONLY
156
In thousands of euro
As previously reported
Adjustments As restated
Total Assets 9,688 (805) 8,883
Property, plant and equipment 111 3 114
Intangible assets 52 5 57
Investments accounted for using the equity mehod 261 172 433
Trade and other receivables 9,235 (1,045) 8,190
Cash and cash equivalents 29 60 89
Total Liabilities 6,623 (388) 6,235
Total non-current liabilities 6,271 (612) 5,659
Borrowings 6,271 (612) 5,659
Total current liabilities 352 224 576
Borrowings 139 (41) 98
Current tax liabilities (6) 95 89
Trade and other payables 219 170 389
Total equity 3,065 (416) 2,649
Share capital 228 - 228
Share premium 11,152 - 11,152
Share Based Payment reserve - 2,396 2,396
Other reserves (6,091) (1,974) (8,065)
Retained Earnings (2,224) (838) (3,062)
As at 31 December 2023
34. Correction of errors
Company Statement of Financial Position
FINANCIAL STATEMENTS - COMPANY ONLY
157
Company statement of profit or loss
In thousands of euro
As previously reported
Adjustments As restated
Revenues - - -
Cost of sales 87 (101) (14)
Other income 3 - (3)
Selling and distribution expenses (515) (1,239) (1,754)
Administrative expenses (749) 40 (709)
Finance Income (189) 189 -
Finance costs (704) 113 (591)
Share of profit of equity-accounted investees, net of tax (77) - (77)
Income tax expense (80) 160 80
Loss for the period (2,224) (838) (3,062)
For the year ended 31 December 2023
35. Intangible assets
The intangible assets relate to the recorded domain name of EUR 42 thousand (2023: EUR 57 thousand). Additional information with respect to domain names is given in
note 19 of the notes to the consolidated financial statements.
FINANCIAL STATEMENTS - COMPANY ONLY
158
In thousands of euro Total
Balance at 1 January 2023 411
Additions 84
Share of profit -
Additions to provision (62)
Balance at 31 December 2023 433
Additions -
Share of profit (171)
Additions to provision (604)
Balance at 31 December 2024 -
36. Financial fixed assets
FINANCIAL STATEMENTS - COMPANY ONLY
159
In thousands of euro Note 2024 2023
Receivables due from related parties 362 5,564
Prepayments 90 127
Current account positions with group companies 5,000 2,492
Additions to provisions (604) -
Total 4,848 8,183
37. Trade and other receivables
Receivable on related parties
Additional information with respect to Receivables due from related parties is given in note 21 of the notes to the consolidated financial statements.
FINANCIAL STATEMENTS - COMPANY ONLY
160
In thousands of euro 2023 2022
Bank balances 420 29
Call deposits - -
Cash and cash equivalents in the statement
of financial position
420 29
38. Cash and cash equivalents
Cash and cash equivalents are at free disposal of the Company.
FINANCIAL STATEMENTS - COMPANY ONLY
161
39. Shareholders’ equity
Additional information is given in the consolidated statement of changes in equity and in note 23 of the notes to the consolidated financial statements. Movements
in equity capital and reserves were as follows:
Equity
Share
capital
Share
premium
Share Based
Expenses
reserve
Own
shares
Other
Reserves
Retained
earnings
Convertible
loans
Equity
attributable
to owners of
the Company
Balance at 31 December 2022 228 11,152 - - (5,505) 441 (1,051) 5,265
Correction previous year - - 1,522 (325) (527) - (1,107) (437)
Balance at 1 January 2023 228 11,152 1,522 (325) (6,032) 441 (2,158) 4,828
Allocation results - - - - (2,158) - 2,158 -
Loss for the period - - - - - - (3,062) (3,062)
Equity-settled share-based payments - - 874 - - - - 874
Transfer of shares - - - 233 217 - - 450
Other movement - - - - - (441) - (441)
Balance at 31 December 2023 228 11,152 2,396 (92) (7,973) - (3,062) 2,649
FINANCIAL STATEMENTS - COMPANY ONLY
162
FINANCIAL STATEMENTS - COMPANY ONLY
163
Equity
Share
capital
Share
premium
Share Based
Expenses
reserve
Own
shares
Other
Reserves
Retained
earnings
Convertible
loans
Equity
attributable
to owners of
the Company
Balance at 1 January 2024 228 11,152 2,396 (92) (7,973) - (3,062) 2,649
Allocation results - - - - (3,062) - 3,062 -
Loss for the period - - - - - - (4,266) (4,266)
Equity-settled share-based payments - - 868 - - - - 868
Transfer of shares - - - (628) (5,078) - - (5,706)
Other movement - - - - - - - -
Balance at 31 December 2023 228 11,152 3,264 (720) (16,113) - (4,266) (6,455)
Share capital and share premium
In shares
Ordinary shares
issued
Treasury shares
held
Ordinary shares
outstanding
Position at 1 January 2023 11,400,209 (530,558) 10,869,651
Purchased shares in 2023 - 383,362 383,362
Position at 31 December 2023 11,400,209 (147,196) 11,253,013
Reissue treasury shares under facility agreement - (2,207,430) (2,207,430)
Position at 31 December 2024 11,400,209 (2,354,626) 9,045,583
FINANCIAL STATEMENTS - COMPANY ONLY
164
FINANCIAL STATEMENTS - COMPANY ONLY
165
Ordinary shares
Holders of these shares are entitled to dividends if declared from time to time and are
entitled to one vote per share at general meetings of the Company. All rights attached
to the Company’s shares held by the Group are suspended until those shares are
sold.
On 31 December 2024, the Company held 5,525,000 ordinary shares as treasury
shares as a result of the share buyback described in note 21. In the first quarter of
2025, 3,371,640 of these shares were reissued to the Board of Directors in settlement
of the equity-settled long-term incentive plan. As a result, the Company held
2,354,626 ordinary shares as treasury shares. Treasury shares do not carry dividend
rights or voting rights while held by the Company. In accordance with IAS 33 –
Earnings per Share, they are excluded from the calculation of the weighted average
number of shares outstanding for both basic and diluted earnings per share.
The Company’s authorised capital is 11,400,209 shares.
Priority shares
The 100 priority shares are held by Ms Van der Meulen.
Reserves
Other reserves
Other reserves comprise past retained earnings allocated to the reserves and treasury
shares.
Convertible notes
The reserve for convertible notes comprises the amount allocated to the equity
component for the convertible notes issued by the Company in 2023.
Capital management
The Group’s policy is to maintain a strong capital base to maintain investor, creditor, and
market confidence and to sustain future development of the business.
The activities of the Company depend on the appetite of investors. Investments can
be financed through either equity and/or borrowings. The Board of Directors seeks to
maintain a balance between the higher returns that might be possible with higher levels
of borrowing and the advantages and security afforded by a sound capital position.
The Group monitors capital using a ratio of ‘net debt’ to ‘equity’. Net debt is calculated
as total liabilities less cash and cash equivalents. Equity comprises all components of
equity.
In thousands of euro Note 2024 2023
Non-current liabilities
Bonds 9,481 5,562
Contract liabilities - -
Lease liabilities 57 97
Total 9,538 5,659
Current liabilities
Bonds 1,182 -
Convertible notes - 98
Contract liabilities - -
Lease liabilities 20 41
Other loans 1,685 437
Total 2,887 576
FINANCIAL STATEMENTS - COMPANY ONLY
166
40. Borrowing
Additional information is given in note 27 and note 28 of the notes to the consolidated financial statements.
In thousands of euro Bonds
Convertible
notes
Lease
liabilities
Other loans Total
Balance at 1 January 2023 1,978 68 144 - 2,190
Redeemed as part of the asset / liability transaction - 30 (6) - 24
Issued liability part of convertible loan - - - - -
Issued new loans 3,584 - - 259 3,843
Issued new contract
Issued new lease - - - - -
Total amount of loans 5,562 98 138 259 6,057
Current part of loans - (98) (41) (437) (576)
Balance at 31 December 2023 5,562 - 97 (178) 5,481
Redeemed as part of the asset / liability transaction - - (20) - (20)
Issued liability part of convertible loan - - - - -
Issued new loans 5,101 - - 1,863 6,964
Issued new contract
Issued new lease - - - - -
Total amount of loans 10,663 - 77 1,685 12,425
Current part of loans (1,182) - (20) (1,685) (2,887)
Balance at 31 December 2024 9,481 - 57 - 9,538
FINANCIAL STATEMENTS - COMPANY ONLY
167
In thousands of euro Note 2024 2023
Trade payables 58 60
Accrued expenses 277 118
Accrued salaries, holiday allowance and other benefits 45 -
Bank overdraft (credit card) 53 61
VAT, social securities and other taxation - -
Advance received payments 1,194 111
Other accruals and payables - 39
Total trade and other payables 1,627 389
41. Non-current liabilities
FINANCIAL STATEMENTS - COMPANY ONLY
168
42. Revenue
Additional information with respect to Revenue is given in note 10 of the notes to the consolidated financial statements.
FINANCIAL STATEMENTS - COMPANY ONLY
169
43. Operational cost
Operational cost consists of selling expenses and administrative expenses.
Selling expenses can be specified as follows:
In thousands of euro Note 2024 2023
Employee benefits 1,246 1,375
Marketing 457 373
Communication - -
Other 23 6
Total 1,726 1,754
FINANCIAL STATEMENTS - COMPANY ONLY
170
Administrative expenses can be specified as follows:
In thousands of euro Note 2024 2023
Employee benefits of the Board 384 338
ICT 90 103
Legal and administrative advise 479 22
Travel 136 117
Amortisation / depreciation 42 49
Other 129 80
Total 1,260 709
FINANCIAL STATEMENTS - COMPANY ONLY
171
Company statement of profit or loss
Employee benefits can be specified as follows:
In thousands of euro Note 2024 2023
Wages and salary 337 426
Social security cost 35 59
Equity-settled share-based payments (Note 13) 868 874
Other 6 16
Total 1,246 1,375
The average number of full-time equivalent (FTE) during the year under review, not including consolidated FTE figures, amounted to 2 FTE.
For a breakdown of the employee benefits of the board, we refer to note 13 in the consolidated financial statements.
FINANCIAL STATEMENTS - COMPANY ONLY
172
44. Net finance result
In thousands of euro Note 2024 2023
Interest income under the effective interest method on:
• Interest income from participants - -
Total interest income arising from financial assets - -
Financial liabilities under the effective interest method on:
• Interest cost from other loans to group companies (102) (40)
• Interest cost from related parties - (9)
• Interest expenses from borrowings (Green Bonds) (887) (703)
• Other (308) 161
Total interest cost arising from financial liabilities (1,297) (591)
Net finance result recognised in profit or loss (1,297) (591)
FINANCIAL STATEMENTS - COMPANY ONLY
173
45. Income taxes
Amounts recognised in profit or loss
In thousands of euro 2024 2023
Current tax expense
Current year - -
Changes in estimates related to prior years - -
Deferred tax expense
Origination and reversal of temporary differences - -
Reduction in tax rate - -
Recognition of previously unrecognised tax losses - 80
(De)recognition of previously unrecognised deductible temporary differences - -
Tax expense on continuing operations - 80
FINANCIAL STATEMENTS - COMPANY ONLY
174
In thousands of euro Tax tariff 2024 2023
Profit before tax from continuing operations (4,266) (3,064)
Tax using the Company’s domestic tax rate 25.80% 1,101 791
Reduction in tax rate -6.80% (290) (208)
Tax effect of:
• Current-year losses for which no deferred tax
asset is recognised
-19.00% (811) (582)
Other - -
Recognition of previously unrecognised tax losses - -
FINANCIAL STATEMENTS - COMPANY ONLY
175
Commitments and contingent liabilities
Guarantees
The company is the head of the Dutch fiscal unity and, pursuant to standard conditions, has assumed joint and several liability for the tax liabilities of the fiscal unity.
Sustainability reporting
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
SUSTAINABILITY REPORTING
177
Sustainability goals
At DGB, our foremost goal is to restore the world’s natural ecosystems and degraded lands at scale. We
believe that reversing environmental degradation is the most powerful way to protect biodiversity and
secure a liveable planet for future generations. Through large-scale, nature-based projects, we regenerate
forests, improve soil health, and bring life back to vulnerable landscapes. This commitment is not an add-
on—it is the foundation of everything we do. By putting restoration first, we create lasting ecological value
while empowering communities and delivering measurable environmental outcomes that benefit both
people and the planet.
Our focus: Restoring nature at scale
DGB’s core mission is to restore nature and scale environmental solutions through large-scale, nature-based
projects. These initiatives are designed to generate verified carbon units, support biodiversity, and create
sustainable value for local communities—all aligned with the UN Sustainable Development Goals (SDGs).
Key activities include:
• Ecosystem restoration and afforestation in vulnerable regions;
• Community-based carbon programmes delivering measurable climate benefits;
• Promotion of circular economy models to reduce waste and improve efficiency.
This focus on impact is not driven by regulation—it is embedded in our business model.
Alignment with CSRD principles
As a small listed company, DGB is not yet required to publish disclosures under the Corporate Sustainability
Reporting Directive (CSRD). Full CSRD obligations will apply to small and medium-sized listed enterprises
starting from the financial year 2026, with reporting due in 2027.
However, DGB is already voluntarily aligning its strategy and actions with CSRD principles. This proactive
approach reflects our commitment to environmental integrity, social responsibility, and ethical governance,
even though formal disclosures are not yet mandated.
We understand that the CSRD requires companies to report on material sustainability issues, environmental
impact, social responsibility, and governance structures, and while we are not yet publishing sustainability
disclosures, our operations and goals already embody these principles.
In progress: B-Corp certification
To further underwrite our sustainability goals, DGB is in the process of becoming a B-Corporation. This
globally recognised certification measures and verifies a company’s environmental and social performance,
transparency, and accountability.
While we are still in progress, the B-Corp framework helps guide our internal improvements and sets a high
benchmark for sustainability and stakeholder value creation—aligning with the long-term direction of CSRD,
even in the absence of formal obligations today.
We aim to achieve full B-Corporation certification in 2026. DGB will also be fully prepared to meet
CSRD reporting requirements on time when they become mandatory in 2026.
Outlook
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
OUTLOOK
179
Carbon market outlook
Carbon credits allow organisations to reduce their emissions through offsets today,
while taking cost-effective action to reduce future emissions through sustainability in
their business models. With more than 142 countries and all member countries of the
Organisation for Economic Co-operation and Development (OECD) adopting net-zero
targets by 2050, carbon credits are an essential tool for businesses to achieve their
sustainability goals.
In 2021, the voluntary carbon market experienced record growth, reaching $2 billion,
a fourfold increase compared to 2020. This momentum continued, and today the market
is valued at $4.73 billion, with projections from leading firms such as EY, McKinsey, and
BCG estimating the market could reach between $10 billion and $40 billion by 2030. This
growth is driven by an increasing number of companies setting net-zero targets and a
rising focus on removal credits, which directly lower existing emissions.
DGB likewise sees a positive outlook for carbon credit markets as demand for high-
quality credits increases. DGB foresees a significant price increment towards 2030 due
to a shortage of carbon credits from removal projects. DGB predicts that the volume
of credits required globally will increase at least 20-fold by 2035, with prices rising to
a central estimate of $80–$150 per tonne by 2035. It forecasts a verified emissions
reduction price rise of 9.5% to 15.0% per year towards 2035 and a 4.0% to 6.0% price
increase from 2035 to 2050.
McKinsey estimates that annual global demand for carbon
credits could reach up to 1.5 to 2.0 gigatonnes of carbon
dioxide by 2030. Depending on different price scenarios and
their underlying drivers, the market size in 2030 could be
between $5 billion and $30 billion at the low end and more
than $50 billion at the high end.
The Voluntary Carbon Market is thriving. Buyers expect the
volume of emissions compensated through carbon credits to
increase as more companies set net-zero targets.
JANUARY 19, 2023
Prices for carbon could rise to a central estimate of $80–$150
per tonne by 2035 (in real 2020 dollars). In comparison, prices
are currently $25 per tonne today.
MAY 29, 2022
We continue building and expanding our portfolio. DGB is strategically positioned to capitalise on the anticipated market trends. Considering the future carbon credit price expectations
set by leading analysts, we are not merely observing an upward trajectory in value; we are actively participating in a market poised for significant expansion. Our project pipeline
positions DGB to leverage these trends, ensuring that our projects contribute not only to environmental sustainability but also to robust financial returns for our investors. After four years
of design, development, and investment in our project pipeline, we are eager to see 2024 become our first revenue-generating year now that the first carbon credits of the pipeline will be
issued this year.
Selwyn Duijvestijn
CEO
PESSIMISTIC
OUTLOOK
OPTIMISTIC
OUTLOOK
per credit per credit per credit
€ 50
€ 80 € 150
Carbon credit price outlook
DGB anticipates price increments aligned with the EY Net Zero Centre's outlook, foreseeing a verified emission reduction price rise of 9.5% to 15.0% per year towards 2035.
Industry analysts project substantial market growth, with estimates ranging from $30 billion to $100 billion by 2030, affirming the market's potential as a promising long-term investment opportunity.
OUTLOOK
180
High-quality credits
DGB emphasises the importance of high-quality credits.
To be effective, carbon credits (carbon units) must be of high quality and integrity, which was not always the case in the early use of credits in the market. DGB recognises that, to give all stakeholders confidence that
carbon credits are a legitimate part of the decarbonisation toolkit, will require further improvements in the quality and integrity of carbon credits and associated assurance processes.
DGB is committed to developing high-quality carbon credit projects that deliver genuine positive impacts. We believe high-quality carbon credits will be scarce and expensive, as rising demand, a race to quality, and
higher unit supply costs make high-quality credits increasingly valuable across all outlooks.
DGB believes high-quality carbon credits are an essential part of the decarbonisation toolkit, enabling organisations to support immediate beneficial action on ecosystem restoration and nature conservation. Credits play
a crucial role in compensating for hard-to-abate emissions from products or activities that lack low or zero emissions options and enable finance for local communities, biodiversity, and nature conservation.
All our projects are certified by leading standards, such as Verra’s Verified Carbon Standard and the Gold Standard, ensuring their quality and impact.
OUTLOOK
181
Project locations and
diversification
At DGB, diversification is a strategic priority—not just in geography, but also in the types
of environmental solutions we deliver. While our roots lie in large-scale reforestation and
ecosystem restoration, we are actively expanding our portfolio to include emerging credit
types, such as plastic credits and biodiversity credits, driven by innovative methodologies
and evolving environmental needs.
This broadening of our impact areas strengthens both our environmental value and our
business resilience. By venturing into complementary domains, we address a wider
spectrum of global sustainability challenges and create more robust, future-proof
revenue streams. As we grow, we will continue to diversify across ecosystems, project
types, and markets—ensuring that DGB remains at the forefront of nature-based solutions
and environmental finance worldwide.
OUTLOOK
182
Terminology & definitions
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
A
Additional Offsets - Carbon Offsets that would not have occurred if
the project had not been implemented.
Afforestation - planting new forests in habitas that previously did not
have any trees.
ARR - Afforestation, Reforestation, and Revegetation projects that aim
to increase carbon stocks in forests and other vegetation by planting
trees, restoring degraded forests, or re-establishing vegetation on non-
forest land.
AFM - Dutch Authority for the Financial Markets.
AFOLU - Agriculture, Forestry and Other Land Use. AFOLU is category
of carbon projects under various verification standards.
AGM - Annual General Meeting of Shareholders.
B
Baseline - The scenario reasonably represents the emissions by
sources of GHGs that would occur in the absence of the project.
Baseline Study - Written report of the Baseline prepared as part of the
Project Design Document.
Biodiversity Credit - A biodiversity credit is an innovative approach
to quantifying in a transparent way the net positive impacts of an
investment on 1 hectare preserved, restored, or managed through
sustainable land practices.
BioFuel - A biomass-derived fuel, usually in liquid form. Bioethanol
from sugarcane or maize, biodiesel from canola, soybeans etc.
Biomass - Organic material from living or recently dead plants or
animals.
Blue Carbon - Blue carbon is the carbon absorbed and deposited in
biomass and sediments by living organisms in coastal (e.g., mangroves,
salt marshes, seagrasses) and marine environments.
C
CAGR - Compound annual growth rate. This rate is calculated as the
value at the end of the period divided by the value at the beginning of
the period, compounded by the respective period.
California Cap and Trade Scheme - The California Cap and Trade
Program is administered by the Western Climate Initiative (WCI) and
controlled by the California Air Resources Board. Both jurisdictions'
allowances can be used for compliance. The cap and trade scheme
includes major electric power plants, large industrial plants, and
gasoline distributors, among other sectors.
Cap and Trade - A regulatory procedure puts a cap on the amount of
greenhouse gas emissions that companies can emit. Firms that come
in under their limitations have the option to trade (sell) their excess
emission permits to other companies that have exceeded their limit.
Carbon Allowances - Permissions (credits) to release greenhouse
gases for participants in a controlled carbon market.
Carbon Broker - Middlemen who do not hold carbon credits but
enable transactions between project developers and end-users,
merchants, and retailers.
Carbon Budget - The maximum amount of CO2 that the world can
release while still having a reasonable probability of keeping warming
below the 2°C goal in the Paris Agreement.
Carbon Calculator - An online tool that calculates the carbon footprint
based on energy use, driving and flying habits, food, trash, recycling,
and other factors.
Carbon Credit/Unit (Carbon Offset) - A monetary value is ascribed
to reducing or offset greenhouse gas emissions; this is a general term
for any tradable certificate or permits reflecting emissions reductions.
Equal to the offsetting of 1 tonne of carbon dioxide or carbon dioxide
equivalent.
Carbon Cycle - People and animals (source) use respiration to turn
oxygen into carbon dioxide. Plants (sinks) absorb CO2 and release it
back into the atmosphere. Over the seas, oceans both produce (source)
and absorb (sink) carbon dioxide. Dead organic matter traps carbon
underground in various forms, such as fossil fuels (sink), while volcanic
eruptions (source) can release CO2 from carbonate rocks deep inside
the Earth. This is the Carbon Cycle.
Carbon Footprint (CO2 Footprint) - The quantity of carbon dioxide
emitted into the atmosphere due to any given entity’s actions.
Individuals, corporations, and even nations can have a carbon footprint.
Carbon Market - A marketplace that treats emissions reductions as
a commodity, where participating members can buy and sell carbon
credits.
Carbon Neutral (Carbonneutral) - Often known as having a net-zero
carbon footprint, this is achieved by either reducing carbon emissions
to zero or balancing a measurable quantity of carbon emitted with an
equivalent amount offset.
Carbon Sink - A carbon sink is any natural or manufactured reservoir
that collects and stores any carbon-containing chemical component
indefinitely, lowering CO2 concentrations in the atmosphere. The most
important carbon sink on a global scale in the ocean.
Carbon Source - Any source of carbon dioxide or equivalent
greenhouse gases. People and animals, as well as seas and volcanic
eruptions, are all-natural carbon sources. Carbon emissions from
human-caused sources include the use of fossil fuels, automobile
exhaust, deforestation, and manufacturing, building, and mining
activities.
CCA Futures - A futures contract for allowances issued by the
California Cap and Trade Program. Expired contracts result in physical
delivery of CCA allowances to the Compliance Instrument Tracking
System Service (CITSS) registry.
CCBS - Climate, Community & Biodiversity Standard. A project design,
co-benefit certification standard of the voluntary carbon market.
CCO Futures - A futures contract for California Air Resources
Board offset credits that may be used to meet certain compliance
responsibilities under the California Cap and Trade Program.
TERMINOLOGY & DEFINITIONS
184
CCS - Carbon Capture and Sequestration (CCS). A process that
separates (captures) a reasonably pure stream of carbon dioxide (CO2)
from industrial and energy-related sources, conditions it, compresses
it, and transports it to a storage site for long-term isolation from the
atmosphere (sequestration). Carbon capture and storage is another
term for it.
CCS Carbon Capture and Storage - A process that separates
(captures) a reasonably pure stream of carbon dioxide (CO2) from
industrial and energy-related sources, conditions it, compresses it,
and transports it to a storage site for long-term isolation from the
atmosphere. Carbon capture and storage is another term for it.
CCUS - Carbon Capture, Utilization, and Storage (CCUS). A method of
capturing CO2 and then using it to create a new product.
Certification - Certification means the official declaration according to
the procedural requirements of a standard that the object of evaluation
is in compliance with the requirements of such standard.
CGU - Cash-generating unit.
Climate Change - As defined by the UN Framework Convention
on Climate Change, climate change is: A change of climate which
is attributed directly or indirectly to human activity that alters the
composition of the global atmosphere and which is in addition to
natural climate variability observed over comparable time periods”.
In other words, in most contexts, climate change refers specifically
to anthropogenic climate change, and not the Earth’s natural climate
cycles. This includes both global warming as well as extreme weather
events.
CO2 - Carbon Dioxide. A heat-trapping gas composed of one part
carbon and two parts oxygen.
CO2e - The globally accepted standard measure of greenhouse
gas emissions, and it permits other greenhouse gas emissions to
be represented in terms of CO2 based on their proportional global
warming potential (GWP).
Compliance Carbon Market - Compliance carbon markets, also
known as mandatory markets, are governed by national, regional, or
provincial law and compel emission sources to meet legally mandated
GHG emissions reduction targets. Because compliance programme
offset credits are generated and traded for regulatory compliance they
typically act like, and are priced like, other commodities.
COP (COP26, COP27) - The annual Conference of the Parties, also
known as the United Nations Climate Change Conference. It's the
decision-making body of the United Nations Framework Convention on
Climate Change (UNFCCC) and includes over 190 countries.
CORSIA - The Carbon Offsetting and Reduction Scheme for
International Aviation (CORSIA) was developed by the International Civil
Aviation Organization (ICAO) and was adopted in October 2016. Its goal
is to have carbon-neutral aviation growth from 2020. The scheme is
voluntary and is supposed to work until 2035 at least. The total demand
for those 15 years is estimated at 2,700 million tonnes of CO2 equivalent
in offsets.
CSR - Corporate Social Responsibility means the decision-making
and implementation process that guides all company activities in the
protection and promotion of international human rights, labour and
environmental standards and compliance with legal requirements
within its operations and in its relations to the societies and
communities where it operates.
CTA - Currency translation adjustments.
D
DAC - Direct Air Capture. A process in which CO2 is extracted directly
from the atmosphere. This CO2 can be permanently retained in deep
geological formations (resulting in negative emissions), or it can be
used in food processing, for example, or mixed with hydrogen to make
synthetic fuels.
DCF - Discounted cash flow.
Dividend pay-out ratio - The dividend pay-out ratio is calculated as
the sum of the interim and (proposed) final dividend for the year as a
percentage of the net profit for the year.
Double Counting - Double Counting means that the same GHG
Reductions generated by an activity are claimed by two separate
entities for the purpose of demonstrating GHG emissions reductions.
Due Diligence - Technical assessment related to the feasibility of
implementing potential emission reduction.
E
EBIT - Earnings before interest and taxes (operating income).
EBITDA - Earnings before interest, taxes, depreciation and amortisation.
ECL - Expected credit loss.
EPS - Earnings per share. The earnings per share are calculated as the
total net profit for the period divided by the (weighted) average number
of ordinary shares outstanding.
Equity per share - The equity per share reflects DGB’s equity allocated
to each outstanding share of common stock and is calculated by
dividing the total shareholders’ equity by the total number of ordinary
shares outstanding at year-end.
ERT - Emission Reduction Ton (ERT). The reduction or removal of 1
metric tonne of carbon dioxide equivalent from the atmosphere (CO2).
EU ETS - EU Emission Trading Scheme (EU ETS). With about 45%
of EU greenhouse gas emissions covered by the EU ETS, it’s the
world's largest cap and trade scheme. Emissions from heavy industry,
electricity generation, and aircraft in the EU are covered by this
programme implemented in 2005.
Extreme Weather Events - Unexpected weather events and patterns
considered extremely unusual outliers in the regions where they occur.
Unexpected heatwaves, such as the 2021 Western North America
heatwave that set new record-high temperatures in Canada, or the
February 2021 North American cold wave that caused significant
damage in the state of Texas, are examples of such events. There is
some evidence to suggest that climate change is causing extreme
weather events to occur both more frequently as well as more severely.
TERMINOLOGY & DEFINITIONS
185
F
Fossil Fuels - Fuels derived from hydrocarbon deposits formed by
fossils, such as coal, oil, and natural gas. The combustion of these
products, for example in car engines or coal-fired power plants,
produces greenhouse gases like carbon dioxide.
FTE - Full-time equivalent.
FVOCI - Fair value through other comprehensive income.
FVTPL - Fair value through profit or loss.
FX rate - Foreign exchange rate.
G
GAAP - Generally accepted accounting principles.
GHG - Gases that trap heat in the atmosphere. Carbon dioxide,
methane, nitrous oxide, and fluorinated gases are the primary
greenhouse gases. See also: Carbon Dioxide Equivalent.
GHG Reduction - GHG Reduction means the avoidance, limitation,
mitigation, reduction, removal or sequestration of GHGs relative to the
Baseline, for which VERs are Issued to the Project.
Global Warming - An increase in the world’s average surface
temperature, as compared to a baseline reference period. The average
temperature of world has increased by approximately 1°C since the late
19th century, and the scientific consensus is that human activity is the
primary contributor.
Gold Standard - An independent, internationally recognised non-
governmental emission reductions project certification scheme. It
participates in the Clean Development Mechanism (CDM), the VCM,
and many climate and development initiatives.
Greenwashing - The use of false or misleading promotion and
marketing to exaggerate an organisation's environmental or sustainable
activities.
GRI - Global Reporting Initiative.
GWP - Global Warming Potential (GWP). A scientific measure that
compares how harmful each greenhouse gas is to the atmosphere,
in terms of how long they stay there and how much heat they trap,
relative to carbon dioxide. See also: Carbon Dioxide Equivalent.
I
IAS - International accounting standard.
ICE CER Futures - Defined in the Kyoto Protocol, an ICE Certified
Emission Reduction futures contract is a futures contract for a carbon
offset unit that may be used to meet EU ETS compliance obligations.
ICE EUA Futures - A futures contract for permits issued by the
European Union Emissions Trading System. Contracts held to expiry
result in physical delivery of EUA allowances within the Union Registry.
ICE Global Carbon Index - An index based on prices from the EU
Emissions Trading Scheme (EU ETS), the California Cap and Trade
Program, and the Regional Greenhouse Gas Initiative (RGGI). The
secondary futures market for such programs, which trade on ICE's
futures exchanges, accounts for the majority of volume in all carbon-
based futures contracts.
ICE RGGI Futures - The ICE Regional Greenhouse Gas Initiative futures
contract is a contract for RGGI allowances. The RGGI is a collaborative
program comprised of 11 northeastern U.S. states, and RGGI allowances
are physically handed to the RGGI-COATS registry when contracts are
held to expiry.
IFRIC - International Financial Reporting Interpretations Committee.
IFRS - International Financial Reporting Standards.
K
Kyoto Protocol - A global accord signed in 1997 that aimed to
decrease greenhouse gas emissions. The phrase carbon credit
appeared for the first time in the Kyoto Protocol. The Kyoto Protocol
would later be superseded by the Paris Agreement.
L
Leakage - When a reduction in emissions from a carbon offset
project in one location produces a rise in emissions in another area.
For example, when preserving a forest in one region transfers logging
activities to another area of forest.
LUC - Land Use Change (LUC). Changes in how a particular area of
land is used or managed. For instance, land use change is one of the
primary reasons why the Amazon rainforest has gone from being one
of the world’s largest natural carbon sinks to becoming a carbon source
instead.
LTI - Long-term incentives.
M
Mandatory (Compliance) Market - Mandatory (compliance) markets
are governed by national, regional, or provincial law and compel
emission sources to meet GHG emission reduction targets. Because
compliance program offset credits are generated and traded for
regulatory compliance, they typically act like other commodity pricing.
Market capitalisation - Market capitalisation reflects the total market
value of all DGB’s outstanding shares and is calculated by multiplying
the total shares issued by the share price at period-end.
Monitoring - Monitoring means the activities of collecting and
recording data necessary for carrying out the Verification in accordance
with the Standard and Supplementary Requirements.
Monitoring Period - Monitoring Period means the period between
TERMINOLOGY & DEFINITIONS
186
two Verifications of GHG Emission Reductions and covered by one
Monitoring Report.
Monitoring Plan - Monitoring Plan means the plan for Monitoring
included in the PDD pursuant to requirements of the Standard and
prudent Monitoring practice.
Monitoring Report - Monitoring Report means a report prepared on
or behalf of the Seller, setting out the number of GHG Reductions
generated by a Project within a specified period of time, as monitored
in accordance with the Monitoring Plan.
MW - Megawatt (MW). A power measurement unit equal to one million
watts. One megawatt is approximately equal to the amount of energy
produced by ten car engines.
MWh - Megawatt Hour (MWh) Equivalent to 1,000 kilowatts of
continuous power consumption for one hour. It’s about comparable to
the amount of power consumed by 330 households in a single hour.
N
Net Zero (Netzero) - A condition in which greenhouse gases emitted
into the atmosphere are balanced by the amount of greenhouse gases
being removed from the atmosphere. See also: Carbon Neutral.
NGO - Non-governmental organisation.
NRV - Net realisable value.
O
Offset Certificates - Paper licences provided in exchange for the
purchase of carbon credits. Offset certificates should include a serial
number unique to the offset, total tonnage bought, the verifier's name
and signature, project location, owner's name and address, and a
vintage date.
P
Paris Agreement - An international treaty on climate change that
superseded the Kyoto Protocol. Signed in 2016, the agreement has
been ratified by all but six countries in the world. The long-term goal
of the Paris Agreement is to keep global warming below 2°C, and the
treaty contains various provisions to enforce this target.
Pathway - A model scenario for climate change based on current
scientific understanding. The 1.5°C pathway, as laid out by the
Intergovernmental Panel for Climate Change, forecasts a 50-66%
chance that global warming will remain at or below 1.5°C by the year
2100 after a brief overshoot. This pathway would require the entire
world to cut greenhouse gas emissions by 7.6% each year, halving
emissions by 2030 and reaching net-zero status by 2050..
PDD - Project Design Documentor PDD or PD means the description of
the Project which is used as the basis for Validation, in its latest version
as from time to time amended. The PDD shall be per the PDD form
authorised for use by the Standard. This shall not preclude the inclusion
of supplementary information into the PDD.
Performance Standard - Rather than limiting projects to those that
wouldn’t be viable without the carbon market, the performance
standard counts as offsets any energy reduction that’s less than a
specified threshold. In some cases, a project may be good for the
environment but would have happened regardless, independent
of assistance from the carbon market. As a result, projects with
the performance standard generally aren’t as high quality as more
rigorously certified carbon reduction projects.
Permanent Offsets - Offsets that are long-lasting or guaranteed to be
replaced in the event of a loss. This is one of four factors to consider
when acquiring carbon offsets.
PPE - Property, plant and equipment.
Project - A large-scale nature-based solutions project that originated
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187
carbon credits during the Project Lifetime.
Project Documents - Project Documents means together or
individually, the PDD, the Monitoring Report, the Validation Report,
Project Implementer - Local partners that play a role in the realisation
of a Project.
Project Lifetime - The Project Lifetime has a minimum term of thirty
(30) years, and with mutual consent, and with the consent of the
respective national government where applicable, may be extended up
to a maximum term of ninety (90) years.
Project Participants - Project Participants means a person or entity
that is an investor or otherwise interested in the Project.
Project Site - The location(s) on the relevant Project where activities
associated with reforestation, reducing deforestation and degradation
will take place.
Q
Quality Standard - Quality Standard means the Standard and the
Supplementary Requirements.
R
Real Offsets - Carbon offsets that have already actually reduced
carbon emissions, as opposed to those expected to do so in the future.
This is one of four factors to consider when acquiring carbon offsets
REC - Renewable Energy Credits (REC). Unlike a carbon offset, which
represents one tonne of CO2e emissions reduction, a renewable
energy credit represents one MWh of energy produced by a renewable
energy source, such as solar, wind, or hydroelectric power.
REDD+ - Reduced Emissions from Deforestation and Forest
Degradation (REDD+). Projects in areas where forests are in danger
(weighted) average shareholders’ equity.
S
Scope 1 Emissions (S1) - The release of greenhouse gases into the
atmosphere from sources such as buildings and operations directly
owned or controlled by an organisation. For example, if a company
owns a fleet of trucks, the greenhouse gases emitted by these trucks
would count towards the company’s Scope 1 emissions.
Scope 2 Emissions (S2) - The discharge of greenhouse gases as a
result of the electricity, heating, cooling, or steam generation required
to power an organisation’s buildings and other facilities.
For example, if a company’s headquarters building draws power from a
coal-fired power plant, a proportional amount of the emissions resulting
from that coal plant’s electricity generation would count towards the
company’s Scope 2 emissions.
Scope 3 Emissions (S3) - The release of greenhouse gases into the
atmosphere generated as a result of an organization’s activities, but
physically produced by another entity. For example, if you drive a
fossil-fuel-powered car, the emissions it produces would count towards
the car manufacturer’s Scope 3 emissions.
SDG - Sustainable Development Goals (SDG). The United Nations
established 17 global development goals for all countries through a
participatory process, elaborated in the 2030 Agenda for Sustainable
Development. These goals include ending poverty and hunger,
ensuring health and well-being, education, gender equality, clean
water and energy, and decent work; and building and ensuring resilient
and sustainable infrastructure, cities, and communities.
Sequestration - The removal of carbon dioxide from the atmosphere
through biological (for example, photosynthesis in plants and
trees), chemical (for example, turning CO2 into carbonate minerals),
or physical processes (for example, storage of carbon dioxide in
underground reservoirs).
STI - Short-term incentives.
T
tCO2e - tCO2e means metric tonnes of Carbon Dioxide Equivalent.
TSVCM - The Taskforce on Scaling Voluntary Carbon Markets is
a private sector led initiative working to scale an effective and
efficient voluntary carbon market to help meet the goals of the Paris
Agreement. The Task Force's unique value proposition has been to
bring all parts of the value chain to work intensively together and to
provide recommended actions for the most pressing pain points facing
voluntary carbon markets.
U
UNFCCC - UN Framework Convention on Climate Change (UNFCCC).
Adopted in 1992 and made available for signing during the Rio de
Janeiro Earth Summit in 1992. The ultimate goal of the Convention is
to ‘stabilise greenhouse gas concentrations in the atmosphere at a
level that would preclude hazardous anthropogenic influence with the
climate system.’
V
Validation - Validation and Validated means the process of
independent evaluation of the Project in accordance with the Standard
and any Supplementary Requirements for Validation, confirming that
the Project complies with the Quality Standard and is likely to generate
the VERs described in the PDD.
Validation Report - A written report of the Validation process and
results prepared and issued by the Independent Entity. For the
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188
due to land-use change, resulting in reduced carbon storage.
REDD+ projects aim to save these forests before they’re degraded or
deforested, avoiding a worse-case scenario that leads to increased
emissions.
Registration - The process of submitting Project Documents to an
approved carbon registry and having the VERs issued on the registry.
Registry - Registry means a registry approved by the Standard, used
to provide a permanent record of the compliance of projects and the
VERs generated by these projects with the Standard, and to record title
and transfers of title of the Contract Quantity or parts thereof under the
Standard.
Regulated carbon market - Where members are legally obligated to
reduce their emissions.
Renewable Energy - Energy derived from sources that can be
naturally renewed in a relatively short amount of time. The five most
common renewable sources are biomass (such as wood and biogas),
hydropower, geothermal (heat from inside the earth), wind, and solar.
Retire - To permanently remove carbon offsets from the market in
order to prevent them from being resold after they’ve been used up.
Offsets are typically decommissioned by assigning them unique serial
numbers and registering them in an official registry.RGGI - Regional
Greenhouse Gas Initiative (RGGI). A multi-state cap and trade scheme
first established in 2009. This program encompasses the 11 U.S. states
of Connecticut, Delaware, Maine, Maryland, Massachusetts, New
Hampshire, New Jersey, New York, Rhode Island, Vermont, and Virginia.
Each participating state has its own limitation on fossil-fuel-fired
electric power plant emissions. Each state's allowances, like California's,
can be utilized interchangeably for compliance.
RMU - Removal Unit (RMU) A Kyoto Protocol unit equal to one metric
tonne of carbon dioxide equivalent emissions absorbed or removed
by a carbon sink project. RMUs are granted for carbon dioxide removal
from the atmosphere by qualifying land use, land-use change, and
forestry activities.
ROE - Return on equity is the net profit returned as a percentage of the
Verification Report - A written report of the Verification process and
results prepared by the Independent Entity.
Verification Statement - Verification Statement means in respect
of a VER Verified pursuant to the VCS Standard, the deed issued
by the Verifier as part of the Verification Report, or a separate deed
referencing the Verification Report to which it relates, containing a
unilateral representation that the Verifier has verified the relevant GHG
Reductions have occurred in accordance with the applicable rules.
Verifier - An Independent Entity which satisfies the level of credibility
required for performing Verification of the Project.
Verra - This is a certification standard for non-governmental emission
reduction initiatives. It participates in the Clean Development
Mechanism (CDM), the VCM, and many climate and development
initiatives.
Vintage - The year of emissions reduction that a carbon credit belongs
to. The vintage of an carbon credit may not necessarily match the year
of the transaction, and the vintage year may even be in the future.
W
WACC - Weighted average cost of capital.
WAEP - Weighted-average exercise price.
Wta - Audit Firms Supervision Act.
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189
purpose of this Agreement, the Validation Report shall comply with any
Supplementary Requirements. The Validation Report shall confirm who
is or are the owner/s of the VERs generated by the Project.
VCM - Voluntary (Verified) Carbon Market (VCM). A carbon market in
which members are not legally compelled to reduce their emissions
but do so voluntarily. These markets enable carbon emitters to offset
their emissions by acquiring carbon credits generated by third-party
initiatives aimed at removing or decreasing GHG emissions from the
environment. Companies can engage in the voluntary carbon market
on their own or as part of an industry-wide program.
VCS - Verified Carbon Standard. VCS means the latest version of the
verified carbon standard, a quality standard of VERs according to the
requirements as is published on the website www.verra.org and any
related guidance.
VCU - Verified Carbon Unit (VCU). A unit equating to one metric tonne
of certified, reduced, and issued carbon dioxide equivalent emissions
under the Verified Carbon Standard.
VER - VER or Verified Emission Reduction means an allowance,
credit, entitlement, interest or right to emit (now or in the future) one
metric tonne of Carbon Dioxide Equivalent gas and which arises
from or in connection with the GHG Reductions by the Project, the
VER representing a real, permanent, independently ex-post Verified
GHG Reduction that is additional to what would have occurred in the
absence of VER trading (additionality) and which complies with the
Standard and any Supplementary Requirements.
Verifiable Offsets - Carbon offsets that can be quantified, tracked, and
validated are known as verifiable offsets. (This is one of four factors to
consider when acquiring carbon offsets.)
Verification - An authorised third-party auditor conducts an impartial
review of the carbon offset project design and baseline calculations
prior to the start of project activity.
Verification Protocol - A Verification checklist completed by the
Verifier, which provides a detailed tabular overview of the compliance
of the Project with Verification requirements.
Other information
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
OTHER INFORMATION
191
Independent Auditor's Report
[To: The board of directors of DGB Group N.V.]
Report on the audit of the financial statements 2024 included in the annual report
Our disclaimer of opinion
We were engaged to audit the financial statements 2024 of DGB Group N.V. based in Lelystad.
We do not express an opinion on the accompanying financial statements of the company. Due to the significance of the matters described in the 'Basis for our disclaimer of opinion' section, we have not been able to
obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the accompanying financial statements as a whole.
The financial statements comprise:
1. the consolidated and company statement of financial position as at 31 December 2024;
2. the following statements for 2024: the consolidated and company income statement, the consolidated and company statements of comprehensive income, changes in equity and cash flows; and
3. the notes comprising material accounting policy information and other explanatory information.
Basis for our disclaimer of opinion
Given the nature and the size of the entity and its operations it is not possible for the company to maintain appropriate internal controls without incurring disproportionate costs. We have been unable to perform
sufficient audit procedures to obtain reasonable assurance on the completeness of turnover and related items as shown in the financial statements of the entity.
Material uncertainty related to going concern
We draw attention to the going concern section in the note 3 on page 87 of the financial statements which indicates that the Group has sufficient financial flexibility to meet its obligations as they fall due. This depends
on future positive result development and the willingness of bondholders to continue their financing, new bond programs that have to be issued in 2025, and payment of VERPA Dutchgreen, which means to be paid in
June 2025. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern.
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 EUR 137.000. The materiality is based on 1% of total assets. 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.
We agreed with the Board of Directors that misstatements in excess of 5% of performance materiality (EUR 4.000), 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.
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Audit approach going concern
Based on the audit evidence obtained, we have concluded that 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. Note
3 Going Concern of notes to the consolidated financial statements discusses the magnitude of financing arrangements, the expiration and the total financing arrangements; however the financial statements do not
include discussion on the impact or the availability of refinancing or characterize this situation as a material uncertainty. The going concern of company depends on the success of the new bond programs, ability to
enhance the operating cash flow and the payments of forward sales. We have performed a substantive test of details on those components.
The information above relating to our audit approach going concern and the following information in support of our opinion
In undertaking their assessment of going concern for the Group, management reviewed the forecast future performance and anticipated cash flows. In doing so they considered the financing available to the Group
and associated debt covenants, including the covenant relaxation that the Group has obtained in relation to its financing facility, and cost saving actions that the Group have taken. Management have also determined
appropriate sensitivities to these forecasts and considered the results in forming their conclusion.
In responding to the identified events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern, we performed, among others, the following audit procedures:
• Obtained an understanding of relevant controls relating to the assessment of going concern models, including the review of the data and significant assumptions used in those models;
• Obtained management’s board approved three-year cash flow forecasts and covenant compliance forecasts, including the sensitivity analyses;
• Assessed the appropriateness of forecast assumptions by:
• Reading analyst reports, industry data and other external information and comparing these with management’s forecasts to determine if they provided corroborative or contradictory evidence in relation to
management’s assumptions;
• Comparing forecast sales with recent historical financial information to consider accuracy of forecasting
• Inquiring of management regarding the mitigating actions to reduce costs and manage cash flows and challenging the quantum of those actions with reference to supporting evidence and assessing whether the
mitigating actions were within the Group’s control;
• Reviewing correspondence relating to the availability of the Group’s financing arrangements, including the covenant relaxation obtained by the Group in relation to its financing facility;
• Understanding and challenging the level of further mitigations available to the Group beyond those included within the forecast; and
• Considering the results of the sensitivity analyses performed; and
• Evaluated whether the Group’s disclosures about going concern comply with the requirements of IAS 1.33.
• New bond program. We assessed how successful the company can be on the issue of new bonds based on statistics in past periods.
• Forward sales. We inquired to the management to give a clear overview of forward sales. The projects are now in start and are registered by Verra and The Gold Standard (standards for use within the voluntary carbon
market). Once the projects are certified by Verra Registry and/of The Golden Standard the entity can issue, retire, or transfer units.
• Under the Verified Emission Reduction Purchase Agreement (VERPA) an investment company entered into an investment with Dutchgreen Project Management B.V. (DGB Group N.V.). We have received confirmation
from counterparty that they are willing to make the payment in June 2025.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ’ Risk factors’ of the annual report, the Board of Directors describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations.
With respect to Group risk management in relation to fraud and non-compliance, we performed procedures aimed at evaluating the governance, risk management, and compliance framework in place. These
procedures included, among others, an assessment of Group’s compliance policies and procedures to investigate indications of possible fraud and non-compliance.
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We reviewed the minutes of meetings of the Board of directors, in which any identified incidents of (suspected) fraud or non-compliance were discussed. In addition, we evaluated the procedures in place to investigate
such incidents.
As part of our audit, we held inquiries with the Board of directors (CEO), and relevant functions such as legal counsel and CFO. We also reviewed relevant correspondence with supervisory authorities and regulators,
where applicable. To further enhance our audit response, we incorporated elements of unpredictability by varying our audit scoping approach and review of payment process.
Based on our risk assessment, we identified laws and regulations that, if not complied with, could have a material impact on the financial statements. These include, among others: anti-corruption and bribery legislation,
competition laws, AFM Notification Obligation data privacy regulations, and financial reporting requirements.
In accordance with auditing standards, including the presumed risk of management override of controls under ISA 240, we identified and addressed the following fraud risks relevant to our audit:
Management override of controls (a presumed risk) risk:
• Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively
• The key opportunities for management manipulation are within the manual elements of the control environment, such as journal entries and accounting estimates that require significant judgment (valuation of private
equity investments)
Responses:
• We have performed a risk-based journal entry testing, including selection based on non-standard and unusual account combinations, looking into journal entries that does not follow the usual pattern
• We evaluated areas with significant management judgment for bias by the Group’s
• management.
• We assessed the appropriateness of changes compared to prior year in the methods
• and underlying assumptions used to prepare accounting estimates.
• We have performed a review of related party transactions for completeness, proper authorization, and arm’s length terms.
• We have a risk based analytics procedures on payments occurred during the year to ensure no unauthorized payments have been made.
Revenue recognition (a presumed risk) risk:
We identified a fraud risk in relation to the recognition of revenue. This presumed risk inherently includes the fraud risk that management deliberately overstates revenue as management may feel pressure to achieve
planned results for the current year.
As the majority of the Group’s revenue is recorded at the carbon footprint, much of which is not a significant amount, there is limited risk of management manipulation in the revenue process. Therefore, the risk of fraud
in revenue recognition is focused on the occurrence of inappropriate journal entries.
Responses:
• We evaluated the design and the implementation of internal controls that mitigate fraud risks, such as controls related to revenue recognition through journal entries.
• We tested journal entries posted in revenue accounts based on high risk criteria, including inspection of the source documentation to assess the validity of the business rationale and substantiation of corroborating
evidence.
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Valuation of projects risk:
Our risk description and procedures performed to address the fraud risk related to project valuations are described in the emphasis of matter section. Our evaluation of procedures performed related to fraud did not
result in an additional key audit matter. We communicated our risk assessment, audit responses and results to the Directors Board. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud
and non- compliance that are considered material for our audit.
Share based payments risk:
Our risk description and procedures performed to address the fraud risk related to shared based payments are described in the emphasis of matter section. Our evaluation of procedures performed related to fraud did
not result in an additional key audit matter. We communicated our risk assessment, audit responses and results to the Directors Board. Our audit procedures did not reveal indications and/or reasonable suspicion of
fraud and non- compliance that are considered material for our audit.
Emphasis of matters
We draw attention to the paragraph correction of errors in the note 6 to financial statements on page 89 which describes the effects of correction of errors.
Due to limitations in the scope of our work, we were unable to perform the audit procedures necessary under Dutch Audit Standard (Nadere voorschriften controle- en overige standaarden, NV COS) 510 “Initial Audit
Engagements – Opening Balances” and NV COS 710 “Comparative Information – Corresponding Figures and Comparative Financial Statements” to obtain sufficient and appropriate audit evidence in respect of the
Group’s total assets and total liabilities as at 1 January 2024, and the corresponding figures as at 31 December 2023.
In particular, the Group’s internal control environment and automated systems did not permit us to obtain adequate assurance over the completeness and accuracy of revenue, cost of revenue, and other directly related
items, including the valuation of projects recorded at fair value in the consolidated statement of financial position as at 31 December 2023. These projects are now recorded at cost as at 31 December 2024; however, due
to the limitations noted, we were unable to determine whether the carrying values are appropriate and in compliance with the applicable financial reporting framework.
Since the opening balances directly affect the current year’s financial performance and cash flows, we were unable to determine whether any adjustments might be required to the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the year ended 31 December 2024. Furthermore, we were unable to assess
whether any adjustments would have been necessary to the comparative information presented for the year ended 31 December 2023 and the restated opening balance 1 January 2023. Our opinion is not modified in
respect of this matter.
Emphasis on other matters
Board of director’s structure
The company is operating under a one-tier board model in accordance with Dutch corporate governance standards. This board has only one executive member. This means that the share based payments are approved
from one person the CEO of company. This is not in accordance with Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code. The Company intends to expand its Board of Directors during the second half of
2025. Operating under a one-tier board model in accordance with Dutch corporate governance standards, the board is expected to be expanded to a minimum of three members. Our opinion is not modified in respect
of this matter.
Change of management estimates
Due to the appointment of the new auditor the company has made a change in the accounting estimates and of management estimates. The accounting estimates of valuation of projects is changed from the fair value
to cost price. The effect of changes has been processed in the opening balance for a better comparison.
Change in accounting estimates
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The risk is of applying inappropriate accounting estimates and valuation in projects. Our response is a substantive test of details. The Group recognised incorrectly measured eligible costs incurred for the development
of Carbon Credit Unit as projects under intangible assets at Fair Value through Other Comprehensive Income instead of as inventories recognised and measured at the lower of cost or net realisable value. The estimate
resulted in a material overstatement of projects under intangible assets and a material understatement of inventories for 2023 and prior financial years, with a corresponding overstatement of other comprehensive
income within equity.
The Group incorrectly presented an advance payment receipt for future delivery of carbon credits to its customer as a negative prepayment on inventory instead of as a contract liability.
The change of estimates resulted in a material understatement of inventories for 2023 and prior financial years and a corresponding understatement of contract liabilities.
Correction of errors
During 2024, the Group identified certain mistakes in share-based payments in prior periods FY2023 and earlier. The Group has corrected the share-based payments short and long term. The approval of targets and plan
was subject of the board of directors and the general meeting of shareholders in previous years. The board of directors consists of one person who has awarded the benefits of shared based payments.
Share based payments
The risk is inappropriate allocation and approval of shared based payments. Our response is substantive test of details. On 1 January 2021, DGB Group N.V. initiated a long-term equity-based incentive plan (LTI Plan) for
its Board of Directors. The plan covered the four-year period from 1 January 2021 through 31 December 2024 and was designed to align management rewards with long-term shareholder value creation. The LTI Plan was
conditional upon the achievement of five predefined strategic milestones. Each milestone carried a reward value of EUR 500,000, resulting in a total potential award of EUR 2,500,000 to be settled in the Company’s own
equity instruments. All five performance milestones were achieved by 31 December 2024. As a result, the CEO became fully entitled to the award of EUR 2,500,000, to be settled in ordinary shares of DGB Group N.V. The
number of shares to be awarded was determined based on a weighted average share price of EUR 0.74 during a representative measurement period prior to the end of the reporting year. This resulted in an award for
3,371,640 ordinary shares.
The approval of targets and plan was subject of the board of directors and the general meeting of shareholders in previous years. The board of directors consists of one person who has awarded the benefits of shared
based payments. There are no new shared based payments programs available until the board will extend to more than one person.
Purchase own shares and amount deducted of the equity
In note 22 ‘financial asset at amortized cost’ in page 122 in FY2023 was presented a loan to PAN foundation (stichting Prosper and nature). In 2024 a receivable amount from PAN foundation ad EUR 5.493.279 was
transferred to shares. The interest related to this loan EUR 661.000 and the correction is allocated per year each including the correction previous years in the opening balance. The purchase of own shares in 2024 is
deducted from the loans receivable of PAN foundation and is formalized in 2025. The difference is circulated in profit and loss accounts. This is one way to process this in accounting. The other way is a reduction of own
shared capital and the company exercised this way in the financial statements 2024. Our audit opinion is not modified in respect of this matter.
New issued shares in 2025
In note 32 ‘subsequent events’ we draw attention to the fact that DGB successfully completed a private placement of new ordinary shares, raising €725,000 in additional capital. As part of this transaction, 2,086,250
new ordinary shares were issued, each carrying one voting right. Following this issuance, the total number of issued and outstanding ordinary shares in DGB increased to 13,486,559. On period March-April 2025,
DGB successfully completed the admission of all its issued ordinary shares to trading on Euronext Amsterdam. This step involved the listing of 7,348,174 previously unlisted shares, resulting in the full tradability of all
11,400,209 ordinary shares (year end 2024) under the ticker symbol 'DGB' and ISIN code NL0009169515.
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196
Unaudited corresponding figures
The financial statements 2023 have not been audited. Consequently, the corresponding figures included in the statements of profit and loss and other comprehensive income, the statements of changes in equity and
cash flows and in the related notes are unaudited.
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. Other information contains all the information regarding the directors report, report of those charged
with governance, the remuneration report, sustainability report excluding the sustainability statement, and the other information as required by Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch
Civil Code.
Due to the significance of the matters described in the 'Basis for our disclaimer of opinion' section, we have not been able to consider in accordance with Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of
the Dutch Civil Code as to whether or not 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 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code.
We were engaged to read the other information and, based on our knowledge and understanding to be obtained through our audit of the financial statements or otherwise, to consider whether the other information
contains material misstatements.
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.
The Company has prepared its sustainability statements in accordance with the European Sustainability Reporting Standards (ESRS). We have read, and considered as part of our risk assessment, these sustainability
statements, which includes information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change. As part of this, we have read and considered the information
reported over the connectivity of the sustainability statements with the financial statements, more specifically relating to the current financial effects relating to sustainability matters.
Based on our risk assessment procedures, we did not identify a risk of material misstatement specific to climate-related risk, including on the valuation of non-current assets, and thus no further audit response was
considered necessary. Furthermore we have read the ‘Projects pipeline’ in the annual report, including the information over material sustainability matters relating to material impacts, risks and opportunities relating to
climate change with respect to climate-related risks and considered whether such information contains material inconsistencies with the financial statements or our knowledge obtained through the audit, in particular as
described above and our knowledge obtained otherwise.
Management is responsible for the preparation of the other information, including the directors report, report of those charged with governance, the remuneration report and sustainability report in accordance with Part
9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 and Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code.
OTHER INFORMATION
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Report on other legal and regulatory requirements and ESEF Engagement
We were engaged by the Board of Directors as auditor of DGB Group N.V. on 13 March 2025, as of the audit for the year 2025 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)
DGB Group 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 DGB Group 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. 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 for the financial statements
Board of directors is responsible for the preparation and fair presentation of the financial statements 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. 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.
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Our responsibilities for the audit of the financial statements
Our responsibility is to express an opinion on the financial statements based on conducting the audit in accordance with Dutch law, including the Dutch Standards on Auditing. However, due to the matters described in
the 'Basis for our disclaimer of opinion' section, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.
We are independent of DGB Group 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).
Larnaca, 30 May 2025
GCP Auditors Ltd. drs. A. Hasko RA
Other Information
Articles of association provision regarding profit appropriation in accordance with Article 18
18.1 From the profit, as appearing from the adopted annual accounts, first of all, insofar as possible and with due observance of the provisions of Article 18.5, a distribution
is made on the preference shares and the priority shares at the percentage referred to below of the percentage from time to time in the course of the amount paid
up on those shares in the financial year concerned. The dividend on the preference shares and the priority shares will only be paid over the number of days that such
shares were actually outstanding in the relevant financial year. The percentage referred to above is equal to the average value of the Average Refinancing Interests
during the financial year in which the payment is made, increased by 2.25%. Average Refinancing Interest means the average value of the Refinancing Interest
applicable on each day of the financial year over which the payment is made. The refinancing rate is understood to mean the rate of the Main Refinancing Operation,
which is regularly determined and published by the European Central Bank. No further profit distributions will be made on the preference and priority shares. If and
insofar as preference shares are issued from the reserves of the Company, they are not entitled to the profit for a period of three years after issue.
18.2 The profit remaining after application of Article 18.1 is at the disposal of the board for reservation in whole or in part.
18.3 The profit remaining after application of Article 18.2 shall be at the disposal of the general meeting, either wholly or in part, for distribution to holders of ordinary shares
in proportion to their holdings of ordinary shares.
18.4 Distributions charged to the Company’s distributable reserves are made pursuant to a resolution of the general meeting on the proposal of the management board.
18.5 The Company may only make distributions insofar as its equity capital exceeds the amount of the paid-up part of the capital, increased by the reserves that must be
maintained by virtue of the law or the articles of association.
18.6 The general meeting may resolve to make interim distributions if the requirement of Article 18.5 has been met, as evidenced by an interim statement of assets and
liabilities drawn up with due observance of the provisions of Article 2:105 of the Dutch Civil Code.
18.7 The board is authorised to determine that a distribution on shares will not be made in cash but in the form of shares or to determine that holders of shares will be
given the option of taking the distribution in cash and/or in the form of shares, all this from the profit and/or from a reserve and all this insofar as the board has been
designated by the general meeting in accordance with the provisions of Article 6. The board will determine the condition for such a choice.
18.8 Distributions on shares are payable within four weeks after the resolution to distribute, unless a different time is specified in the resolution.
18.9 On shares held by the Company in its capital or depositary receipts thereof, no distribution will be made for the benefit of the Company.
18.10 In calculating the amount of any distribution on shares, the shares in its capital held by the Company are not included.
Shares without voting rights
As per 31 December 2024, the Company holds 5,726,266 treasury shares. Treasury shares held by the Company have no voting rights.
Hardenberg, the Netherlands, 30 May 2025, Board of Directors
S A M Duijvestijn, CEO
OTHER INFORMATION
199
Disclaimer
This trading update does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe
to shares in DGB. It is not an advice or recommendation to take or refrain from taking any action. This trading update
contains statements that could be construed as forward-looking statements, including concerning the financial
position of the DGB Group, the results it achieved and the business(es) it runs. Forward-looking statements are
all statements that do not relate to historical facts. These statements are based on information currently available
and forecasts and estimates made by DGB’s management. Although DGB believes that these statements are
based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from
those statements that could be construed as forward-looking statements. Factors that may lead to or contribute
to differences in current expectations include, but are not limited to: developments in legislation, technology, tax,
regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and
general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking
statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this
document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation
or responsibility to update the forward-looking statements contained in this document, whether related to new
information, future events or otherwise. Note that all of DGB’s services and products are subject to our General Terms
and Conditions.
DISCLAIMER
200
ANNUAL REPORT 2024 - PROPERTY OF DGB GROUP
Contact us
DGB is a project developer of high-quality, large-scale carbon, plastic, and biodiversity projects accredited by third parties. Our goal is to revitalise nature and enrich livelihoods.
CONTACT US
201
DGB GROUP NV DGB PROJECT
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HONGERA ENERGY
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COOKSTOVES BV
HONGERA
AFFORESTATION
AND REFORESTATION BV
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8219 PK Lelystad
The Netherlands
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The Netherlands
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The Netherlands
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The Netherlands
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The Netherlands
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8219 PK Lelystad
The Netherlands
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