Annual report 2024
BUILDING ON
NEW FOUNDATIONS
FOR A SUSTAINABLE FUTURE
New Sources Energy N.V.
Apollolaan 151
1077AR Amsterdam
the Netherlands
www.newsources.energy
30 May 2025
This report contains 63 pages
2025 New Energy Sources N.V., a Dutch publicly listed company on Euronext Amsterdam.
All rights reserved.
Document classification: FINAL
Content
Annual report for the year ended 31 December 2024
Management report 2
Chairman’s report 16
Directors’ renumeration report 17
Directors’ statement 18
Financial statements 20
Consolidated financial statements 21
Consolidated statement of financial position as at 31 December 2024 22
Consolidated statement of profit or loss and comprehensive income for the year 2024 23
Consolidated statement of changes in equity for the year 2024 24
Consolidated statement of cash flows for the year 2024 25
Notes to the consolidated financial statements for the year 2024 26
Separate financial statements 52
Separate statement of financial position as at 31 December 2024 53
Separate statement of profit and loss for the year 2024 54
Notes to the separate financial statements for the year 2024 55
Other information 61
Distribution of profit 61
Auditor’s report of the independent auditor 61
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Annual report 2024
Dear shareholder,
Herewith we present New Sources Energy N.V.’s annual report 2024.
New Sources Energy N.V. as a legal entity has been in existence for half a century. Notwithstanding its
age and its past, by phasing out and ending all ties with its past, the Company has positioned itself for a
fresh start. We are building a renewable energy business from scratch.
The first half of 2024 was spent on cleaning up the balance sheet, terminating all past relationships and
building a new ecosystem of best of class financial and legal advisors with a capital market focus. A new
auditor was engaged for the 2024 financial audit and for the first time in 7 years the IFRS compliant
annual report 2023 was published and filed with the Dutch financial authorities.
The second half of 2024 was spent on expanding the management team and strengthening the
organisation with strategic business partnerships. The implementation of a new ERP system was
initiated, anticipating a consolidated group administration and CSRD compliance in 2026. As of 1 January
2025, the Company’s financial administration operates on this new automated information system.
Moreover, a corporate website was created that meets all requirements for a publicly listed company,
such as whistleblower and insider trading registration tools and the publication of its corporate policies,
press releases and news items. As part of a revised investor relations strategy, a new corporate identity
was revealed, a testimony to truly new beginnings. The Company will operate from here onwards under
the brand name NEW SOURCES using corporate website www.newsources.energy.
Most importantly, we have made our best efforts to engage with promising investment opportunities
and focus on preparing transactions to acquire valuable energy transition resources in order to position
ourselves on a path of growth. Encouraging talks for business collaborations and partnerships have been
initiated with renewable energy companies and private equity funds. New Sources enters 2025 with a
pipeline of promising business opportunities and potential partnerships that deliver on financial
performance. Our management has a finance-first impact focus which translates: if it’s not profitable,
it's not sustainable.
New Sources is about to formalise its Green Finance Framework in order to ringfence and attract
financing for renewable energy and energy efficiency investments. This Framework helps to establish
clear criteria for what qualifies as a sustainable investment, increasing transparency for our investors
and stakeholders and enhancing their trust by demonstrating an unwavering commitment to
sustainability. The Framework will be certified in 2025.
Concluding, our organisation is now in an optimal condition, reorganised and compliant, strengthened
with modern systems and governance, well positioned for building new business in the renewable
energy industry. An unqualified auditor’s report of the Company’s annual report 2024 is the definitive
step to being removed from Euronext’s penalty bench and marks the start New Sources of renewable
energy.
Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer
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Management report
The management of New Sources Energy N.V. (NSE or the Company) hereby presents its management
report for the financial year ended on 31 December 2024.
General information
— New Sources Energy N.V. is a Dutch public limited liability company incorporated in the Netherlands
on 26 October 1978. The Company is registered in the Trade Register of the Dutch Chamber of
Commerce (Kamer van Koophandel) under number 33154205 and has its statutory seat in Amsterdam.
— New Sources Energy N.V. is publicly listed on Euronext Amsterdam (NSE.AMS).
— The company's statutory objective is to invest in and develop, operate and manage sustainable energy
projects in the broadest sense of the word and to establish and acquire, participate in, cooperate with
and manage, as well as to finance or cause the financing of other companies, in any legal form
whatsoever.
— NSE’s mission statement is to accelerate the global energy transition towards net-zero by investing in
scalable renewable energy resources.
— NSE’s strategic investment and development focus is to acquire and develop renewable energy
resources that are value & impact drivers in the global energy transition towards decarbonisation.
— NSE’s goal is to become a leading renewable asset owner.
— NSE has four wholly owned subsidiaries: New Green Investments B.V., Energy Synergie B.V., Nw Surcs
Holding B.V. and Nw Surcs Holding I B.V. All these 4 Dutch limited liability companies are ultimately
controlled by the Company and remained inactive during the financial year of 2024.
— NSE has a one-tier management structure, consisting of 2 non-executive directors and 1 executive
director. Both non-executive directors hold shares and are therefore not independent.
— During 2024 NSE had no staff or personnel on its payroll and engaged board and management
members on a consultancy fee basis.
— On 14 June 2024 Em.Prof.Dr. A.J.M. van Wijk joined the management team as CTO.
— On 1 December 2024 G.A. Sterrenberg started as NSE’s controller.
— During 2024 NSE’s re-organisation was finalised. All past business activities and business relationships
were ended in order to be ready for a new business start.
— NSE has the option to issue preference shares in special situations, such as that of a hostile takeover.
— NSE focuses on investing in and developing energy transition companies that produce or support the
production of green electrons and green molecules. “Green electrons” produce electricity from non-
emitting sources, largely wind and solar. “Green molecules” store energy for future use, akin to how
hydrocarbons stored in oil, gas and coal operate today, and include hydrogen and synthetic fuels, which
are essential for several heavy industries and fields like shipping and aviation for the foreseeable future.
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Financial information
— During 2024 the Company did not have activities and generated no revenues.
— During 2024 the Company did not have intellectual property rights.
At 8 December 2024 the Company entered into a Collaboration Agreement related to the business
goals of realising and operating a large-scale liquid hydrogen production plant in Egypt. In relation to
the Collaboration the Company also entered in a Convertible Loan Agreement of € 500 thousand. In
the Collaboration Agreement the Company has agreed objectives in relation to ownership, control and
management of the project, funding, legal and operational structure, and phasing of the project.
At 31 December 2024 the € 500 thousand loan, as well as the related interest, have been converted
into shares, in line with the Convertible Loan Agreement. In May 2025, the Company and counterparty
reached a, to be formalised, agreement to terminate the Collaboration Agreement. Based on the
agreement, the Company does not have to distribute the shares to the counterparty.
— During 2024 the shareholders’ equity increased with € 110 thousand to € 202 thousand. The company’s
working capital increased with € 192 thousand to € 285 thousand. There were € 91 thousand (including
interest) in convertible loans outstanding and € 93 thousand in director and management fees.
— The negative result after taxes for the financial year 2024 amounted to € 904 thousand and was added
to the negative other reserves.
— At the year-end 2024, the total accumulated losses had amassed to € 2.426 thousand. Considerable
tax losses carry forward exist that have not been valued from a prudence concept point of view since
no profits have been realised to date.
— NSE is reporting as a holding company under IFRS.
Significant risks and uncertainties
— The Board is responsible for maintaining effective risk management and regularly reviews the
Company’s internal financial, compliance and operational processes and controls to ensure these are
operating properly and will make recommendations as appropriate. The Company's risk management
objectives and policies have been reviewed to take account of the Company’s current situation and
activities and ensure that appropriate risk mitigation measures are implemented to avoid or mitigate
risks whilst facilitating the Company’s strategic and commercial objectives. In the year ended 31
December 2024, no material issues have been identified in the Company’s risk management policies
and controls.
— In accordance with Best Practice Provision 1.4.3. of the Dutch Corporate Governance Code (the
“Code”), the Company’s Board of Directors is of the opinion that to the best of its knowledge:
− the annual report provides sufficient insights into any failings in the effectiveness of the internal
risk management and control systems, taking into account that currently limited formalized
controls can be implemented due to the current size of the Company;
− the aforementioned systems provide reasonable assurance that the financial reporting does not
contain any material inaccuracies;
− based on the current state of affairs of the Company, and referring to the paragraph going
concern, it is justified that the financial reporting is prepared on a going concern basis; and
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− the annual report states those material risks and uncertainties that are relevant to the
expectation of the Company’s continuity for the period of twelve months after the preparation
of the annual report.
— Below is a summary of key risks that, alone or in combination with other events or circumstances could
have a material adverse effect on the Company’s business, financial condition, result of operations and
prospects. In making the selection, the Company has considered circumstances such as the probability
of the risk materialising, the potential impact which the materialisation of the risk could have on the
Company’s business, financial condition and prospects, and the attention that management would, on
the basis of current expectations, have to devote to these risks if they were to materialise.
— Although the Company believes that the risk and uncertainties described below are the material risks
and uncertainties concerning the Company, they are not the only risks and uncertainties relating to the
Company. Other risks, events, facts, facts or circumstances not presently known to the Company, or
that the Company currently deems to be immaterial could, individually or cumulatively, prove to be
important and may have a signific ant negative impact on the Company’s business, financial conditions,
results of operations and prospects.
— The following strategic risks are identified by the Company, including its measures:
− The risk of not completing an acquisition or investment transaction. During 2024 the Company
has identified more than 10 investment opportunities and has engaged in detailed discussions
and negotiations with several of these parties. Meanwhile, the Company has signed several
letters of intent. The Company has high standards for potential acquisitions or investments and
is positive that it will enter into transactions with parties in 2025.
− The risk of not finding sufficient suitable investment partners may materially negatively impact
the Company’s operations and profitability. The Company has identified renewable energy
investment partners and believes that the Company’s investment and business objectives, both
financial as non-financial, are aligned with these partners so that creating long-term shareholder
value in collaboration is reasonable assured.
— The following operational risks are identified by the Company, including its measures:
− The risk of being dependent on a small group of individuals. The Company has a one-tier board
and a management team, which comprises of highly experience professionals with
complementary skillsets and expertise. All of the directors have a duty to the Company to
properly perform the duties assigned to each member and to act in the Company’s corporate
interest. This is further mitigated by comprehensive corporate governance procedures and
controls. In case operations increase management will revisit its governance structure to ensure
that this remains appropriate in the circumstance.
− The risk of starting up new operations. As a result of its reorganisation, NSE has created a clean
slate and a fresh start, however there are no operations yet. Neither does it have a track record
as a renewable energy company to look back upon. The Company has skilled directors and
managers who are seasoned entrepreneurs, with vast networks of investors and advisors, who
have a deep and broad reach in the international technical universities as well as the
international business community. The risk is further mitigated by collaborating and co-investing
with reputable renewable energy investors.
− The risk of occupational fraud. Occupational or internal organisational fraud occurs when an
employee, manager or executive of an organization deceives the Company, i.e. embezzlement,
cheating on taxes, and misrepresenting information to investors and shareholders. NSE has
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implemented as part of its fraud risk assessment, internal controls both at organisational and
process level, such as codes of conduct, whistleblowing procedures, and third-party due
diligence to mitigate the risks, and follow-up of recommendations for remedial actions.
Increasingly, technology threatens organizations such as cybercrime, hacking and as a potential
consequence unauthorised access to data, theft of intellectual property or damages to the
system. As part of the new IT systems the Company is implementing a Zero Trust model,
continuous employee training, regular security audits, and effective response plans for breaches.
— The following financial and legal risks are identified by the Company, including its measures:
− The risk of not having sufficient budget. The Company’s expenses for the period to date have
been low and are not expected to substantially exceed the budgeted expenses before the first
investment transaction has been realised. The directors and its partners have been willing to
convert their fees into shares stressing their commitment to be invested in the future of the
Company. The Company also has the ability to place convertible loans, bonds or emit shares to
raise additional capital in the event that the budget is substantially exceeded. As part of future
transactions financing will be secured separately.
− The risk of not being in compliance with EU laws and IFRS. Before 2023 NSE had repeatedly not
complied with the Euronext rules and as a consequence was placed on the penalty bench. NSE’s
financial accounts of 2024 have been audited by an external auditor for the first time ever since
2017, and hence NSE expects to be removed from the penalty bench in 2025.
− The risk of not being in compliance with other laws and regulations. The Company is obliged to
comply with all other Dutch and EU legislation, including MAR and the Dutch Corporate
Governance Code. The Company has implemented robust policies and procedures and works
closely with its experienced legal and financial advisors to ensure compliance of all applicable
laws and regulations.
− The risk of third-party claims. In May 2025, the Company and counterparty reached a, to be
formalised, agreement to terminate the Collaboration Agreement. The Company is supported
by external legal counsel. There are no other third-party claims, and the Company does not
currently expect any other claims in the near future given its recent past and the current status.
In the event of another claim, the Company would engage its external legal counsel to provide
legal support.
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Financial performance indicators
— The Company presents the following relevant financial indicators for 2024:
− Working Capital (current assets -/- current liabilities) = € 192 thousand (2023: € 92 thousand)
− Current ratio (current assets/current liabilities) = 1,6 (2023: 3,1)
− Debt to equity ratio (total liabilities/shareholder equity) = 1,5 (2023: 0,5)
Other financial performance indicators are deemed not to be relevant since the Company had just
been reorganised and started its new business operations. No revenues were generated in 2024.
Personnel-related information
— Although NSE does not currently have any personnel, the Company recognises the benefits of having
a diverse board and workforce as an important element in maintaining a competitive advantage and
strives to meet a balanced male/female ratio. NSE’s diversity policy includes, and makes use of,
differences in the background, gender, geographical and industry experience, skills and other
distinctions between people. All appointments are made on merit, in the context of the diversity,
experience, independence, knowledge and skills the Company as a whole requires to be effective.
Information regarding financial instruments
— At NSE’s Annual General Meeting of Shareholders (the “AGM”) on 28 June 2024 the AGM agreed to
three financial instruments:
− Convertible loans - The placement and conversion of all convertible loans for strengthening the
Company’s working capital and to realise its business plan could not be executed due to
statutory limitations. During 2024 two convertible loans have been issued and converted for in
total € 550 thousand, excluding 10% interest. At 31 December 2024 2 convertible loans for in
total € 91 thousand were not converted into common shares and were outstanding.
− Warrants - The granting of 24 million unlisted warrants issuable until 28 December 2025, i.e.
latest 18 months after approval by the AGM. At 31 December 2024, Mr. H Kamsteeg was entitled
to 3 million warrants with an exercise price of € 0,05 per share.
− Preference shares – The placement of preference shares issuable until 28 December 2025, i.e.
latest 18 months after approval by the AGM. With this option the Company is prepared for
unexpected and possibly hostile events that can loom up suddenly, and in those situations being
able to assess its position and explore better alternatives, in the interest of the Company and its
affiliated businesses.
Information regarding environmental and social aspects of the business
— NSE is in the process of formulating a Green Finance Framework (or “Framework”) in order to
ringfence and promote investments in renewable energy and energy efficiency. NSE aims to mitigate
climate change by providing clear guidelines and standards for financing its activities. Its Framework
helps to establish clear criteria for what qualifies as a sustainable investment, increasing transparency
for investors and stakeholders and enhancing their trust by demonstrating an unwavering
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commitment to sustainability. As a result, it helps to mobilise public and private sector funding for
renewable energy projects, making it easier to attract capital to its sustainable initiatives. NSE
considers green finance frameworks essential for driving the energy transition to a low-carbon
economy and facilitating the achievement of environmental goals. Leading Second-Party Opinion
provider Morningstar Sustainalytics is engaged to certify the Framework in 2025.
— NSE is considering as a company a Dark Green (or “Dark Green”) rating by Second-Party Opinion
provider Standards & Poor (S&P) Shades of Green (formerly Cicero) in 2025 once the first
investments have been made. NSE believes that this rating will make it easy for investors to finds
NSE’s climate risk information. Since there are hundreds of different providers of ratings and rankings
with different scopes and methodologies, S&P’s Shades of Green distinguishes itself in this field by
focusing on climate change and using three shades of green to indicate relative climate risk. For its
highest rating ‘Dark green' solutions are judged to be in line with the Paris Agreement on climate
change and incorporate resiliency planning for climate impacts. The latest climate science feeds into
S&P’s methodology, which looks at both emissions reduction and climate resiliency plans. The
methodology aims to improve the understanding that the energy sector needs to transition to low-
carbon to avoid the most damaging climate impacts.
Corporate governance statement
— NSE has implemented the Dutch Corporate Governance Code and endorses its principles. Any
substantial change in the Company’s corporate governance structure and compliance with the Code
will be submitted to the AGM of Shareholders for discussion under a separate agenda item.
— NSE is committed to integrity, maintaining high standards of corporate governance to underpin the
Company’s values and enable delivery of shareholder value. To support this, policies and procedures
have been adopted to ensure fair and responsible practices are consistently adopted and any possible
breaches or issues may be navigated in the best interests of the Company and its shareholders. The
board recognises that these policies and procedures need to be regularly reviewed, and as appropriate,
updated. The policies and procedures currently in place are published on the Company’s new website
(www.newsources.energy) and include a Code of Conduct, Rules of the Board, Audit Committee Rules,
Whistleblowing Policy, Diversity Policy, Climate & Environmental Policy, Insider Trading Policy, Privacy
Policy, Related Party Transactions Policy, Renumeration Policy and Bilateral Policy.
Deviations from the Dutch Corporate Governance Code
— Given NSE’s current size, the fact that activities are being started up, but also from a cost consideration
point of view, the Company intends to tailor its compliance with the Code to the situation after
acquisitions and investments have been made and will, until such time, not comply with a number of
the best practise provisions. The current deviations from the Code provisions relating to the board and
its committees are summarised below.
− Independent board members – considering the current nature of the Company there are no
independent board members as part of those charged with governance. In case of future
investments, the Company will reconsider this.
− Committees – The Audit Committee consist out of all Board members. The Company has not yet
appointed an Investment Committee, a Disclosure Committee, or a Renumeration Committee.
The responsibilities of these committees are now held by the full Board.
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− Secretary to the Board - No secretary to the board has been appointed. Until the Company has
made its first investments, the board has no need for a secretary to the board given the
Company’s activities.
General details of the board of directors
— NSE maintains a one-tier board which is composed of executive directors and non-executive
directors. The board currently consists of one executive director and two non-executive directors. All
directors are Dutch nationals and reside in the Netherlands. Directors are appointed for a period of
four years. At year-end the board of directors consist of the following members:
− Mrs. A.M. Dirkes - Non-executive director (Chairman)
− Mr. A.M. Mirck - Non-executive director
− Mr. L.A. Vereecken - Executive director (CEO)
— As a result of the Company’s diversity policy the non-executive board currently consists of 1 female
and 2 male directors. Although the Company has no employees on its payroll, it has a diversity policy
in place for its future employees ensuring a culture in which every employee feels valued and
respected, ensuring equal opportunities for employees regardless of identity and facilitating diversity
in employee progression to the top of the organisation.
— The executive director(s) manage the Company in consultation with the non-executive directors. The
executive director(s) account for its actions to the non-executive directors and to the AGM. The non-
executive directors supervise the general affairs of the Company and the policy of the executive
director(s). In discharging their duties, the directors are guided by the Company’s interest. The
executive director(s) shall provide the non-executive director in good time with the information and
documents necessary for the performance of its duties. The directors are appointed by the AGM.
— In accordance with the Articles of Association (“Articles”), the Board has adopted rules governing the
board’s principles and best practices, describing the duties, tasks, composition, procedures and
decision making of the board as well as the supervising duties of the non-executive directors.
— Resolutions of the board are adopted by unanimous vote where possible. Where this is not possible,
resolutions of the board are adopted by a majority vote of the directors present or represented.
Resolutions can only be adopted if at least half of the directors are present or represented. Each
director has one vote. In case of a tie of votes, if the board regulations allow, the chairman decides.
— In general, the board meets monthly. Meetings are chaired from and take place in Amsterdam or such
other place in the Netherlands as the directors agree. Insofar as practicable, directors attend board
meetings in person. Those directors who are unable to join in person participate virtually by means of
video or teleconferencing.
— The Articles provide that one executive director will be appointed by the AGM upon the binding
nomination of the board. The AGM can reject the nomination by majority representing at least two-
thirds of the votes cast on the common shares, representing more than half of the issued capital of the
Company. If the nomination is rejected with the requisite majority, the Board will make a binding
nomination of a different person. If the nomination is not rejected with the requisite majority, the
person nominated will be appointed.
— The Articles provide that a director may be suspended or dismissed by the corporate body that
appointed such director at any time. A resolution of the AGM to suspend or remove the executive
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director it appointed other than pursuant to a proposal by the board requires a majority representing
at least two-thirds of the votes cast on the common shares, representing more than half of the issued
capital of the Company.
— In 2024 New Sources Energy had no vacancies for an (internal) audit committee, a disclosure
committee, a renumeration committee, an investment committee, or a company secretary.
Personal details of the board of directors
— Mrs. A.M. Dirkes
Chairman, Non-Executive Director (1961, Dutch national)
Annemieke embarked on her professional journey with managing software companies. After which
she became an entrepreneur, serving as an independent consultant and advisor specialising in
executive search for c-suite positions, catering to diverse sectors. Annemieke is a versatile
entrepreneur, proficient moderator, and popular speaker. With her experience and background, she
is frequently asked to act as a boardroom advisor. Annemieke studied law in the Netherlands and has
worked in the EU, the USA, the Middle-East and Asia.
— Mr. A.M. Mirck
Non-Executive Director (1955, Dutch national)
André is the ex-CEO and a major shareholder of NSE. He is founder of Foto Factotum and acted as
supervisory board member of Real Time Company. He was chairman of both the board of directors
and later the board of supervisors of Vivenda Media Groep N.V. Today he is founder/director of the
South African company, Development of Ecological Property (pty) Ltd., a property development
company for off-the-grid living.
— Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer (1968, Dutch national)
Leonard is a major shareholder, an investor and an entrepreneur with a sustainability focus. He has
wide transactional experience and is considered a corporate finance specialist. As a former Dutch
entrepreneur of the year, he is impact driven and a strong advocate of sustainable entrepreneurship.
Mr. Vereecken studied business studies, economics, law and IT, both in the UK and in the
Netherlands. He holds a postdoctoral degree in accountancy and is a member of the Royal
Netherlands Institute of Chartered Accountants and the Association of Certified Fraud Examiners. He
is registered as a Dutch chartered accountant (RA) and as a Certified Fraud Examiner (CFE). Leonard
started his career in banking and auditing with Barclays de Zoete Wedd (later Credit Suisse) and
Moret Ernst & Young (later EY) and has worked in the EU, the USA, the Middle East, India and Asia.
Board resignations
— During 2024 the following directors resigned:
− On 22 April 2024 Mr. J.D. Kleyn resigned as non-executive director for health reasons.
Board retirements
— The retirement schedule of the current board of directors is as follows:
Name: Appointment: Appointed for:
− Mrs. A.M. Dirkes 2023 4 years
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− Mr. A.M. Mirck 2017 8 years (once extended)
− Mr. L.A. Vereecken 2023 4 years
Limitation on supervisory positions
— The Dutch law restricts the number of non-executive or supervisory director positions persons can
hold on the boards of certain large Dutch companies. The Company does not currently qualify as a
large company under these provisions.
Board meeting attendance
— The Board of Directors meets 10 times during the year with a meeting each month, except for the
months of July and August.
Committees of the board
— The board may decide to install committees whenever it deems appropriate.
— The board intends to install the following committees:
− Audit committee - comprises out of all non-executive directors and topics are discussed whenever
deemed necessary, but not less than twice per year. Separate by-laws governing the audit
committee will be prepared.
− Disclosure committee - comprises executive and non-executive directors. Its remit is to assess
whether specific information falls within the scope of the definition of inside information as
included in the insider trading policy of the Company.
− Investment committee - comprises executive and/or non-executive directors, together with one
or more expert advisors. Its remit is to screen investment opportunities in line with the Company’s
investment strategy.
− Renumeration committee – comprises executive and non-executive directors and meets
whenever deemed necessary, but not less than once per year. Separate by-laws governing the
Renumeration Committee will be adopted.
Corporate Sustainability Reporting
— NSE actively supports the UN Sustainable Development Goals and the Company’s policy on Corporate
Sustainability Reporting means it will inform stakeholders specifically on the SDG 7, 8, 9 and 13 impact
of its investments in renewable energy, energy efficiency and renewable energy support solutions.
— It is the Company’s mission to accelerate positive contributions to the EU’s ambition to be climate-
neutral before 2050 for an economy with net-zero greenhouse gas emissions. The Company aims to
become an important player in global decarbonisation efforts by creating significant positive impact
on climate change through investments in renewable energy resources and supporting technologies.
— CSRD became effective as of 5 January 2023. The Company is in the process of setting up an ERP system
in order to secure that it will be fully CSRD complaint in 2026. In November 2024, the EU made an
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announcement that it was considering consolidating the CSRD, CSDDD, and EU Taxonomy into one
Omnibus to reduce the regulatory burden for companies, after growing concerns mounted over the
complexity of the three rules and the time and resources it would take for companies to comply with
them. The Omnibus will look to reduce regulatory barriers and address member country pushback by
shifting scope, timelines, and compliance requirements for the three sustainability rules under one
regulation.
— The Company is currently assessing the impact of the Omnibus developments and when and how the
Company will comply with CSRD.
EU taxonomy
— The EU taxonomy regulation and the Sustainable Finance Disclosure Regulation (SFDR) sprouted from
the EU’s Green Deal. Logically, since the Company exclusively invests in renewable energy initiatives
and its support systems, NSE’s key goals are fully aligned with both regulations and its environmental
objectives. As a result, sustainability is an integral component of NSE’s risk management. NSE’s
economic activities directly contribute to climate change mitigation and adaptation but also to the
sustainable use and protection of water and marine resources. NSE does not violate any of the
remaining 3 environmental objectives.
— Since the EU taxonomy regulation provides a framework for the concept of sustainability, exactly
defining when a company or enterprise is operating sustainably or environmentally friendly so that
environmentally friendly business practices and technologies are promoted and rewarded.
— The EU Taxonomy is a foundational and critical component of NSE’s Green Finance Framework.
Other information
Conflicts of interest
— Dutch law prohibits a director from participating in the deliberation or decision-making of a board
resolution if he or she has a direct or indirect personal interest conflicting with the interests of the
Company and its business. A conflict of interest exists in any event if, in the situation at hand, the
director is deemed unable to serve the interests of the Company and its business with the required
level of integrity and objectivity.
— The Articles and the board rules require each director to immediately report any actual or potential
personal conflict of interest concerning him or herself or any other director to the chairman of the
board and to the other directors, and to provide all information relevant to the conflict. The board
must then determine whether it qualifies as a conflict of interest, in which case the conflicted director
may not participate in the decision-making and deliberation process on the relevant topic. If all
directors are conflicted and as a consequence no resolution can be adopted by the board, the
resolution may still be adopted by the board.
— Non-compliance with the provisions on conflicts of interest may render the resolution voidable
(vernietigbaar) and a non-complying director may be held liable towards the Company. As a general
rule, the existence of a (potential) conflict of interest does not affect the authority to represent the
Company and would therefore not affect the validity of contracts entered into by the Company.
— The following circumstances could lead to a potential conflict of interest for the directors:
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− The directors and their affiliated entities will be free to pursue, for their own account, any
investments or business opportunity, some of which may overlap with opportunities that are
suitable for the Company without being required to present such opportunities to the board.
This overlap could create conflicts of interest, such as in determining to which entity a particular
investment opportunity should be presented. These conflicts may not be resolved in favour of
the Company and a potential target business may be presented to another entity affiliated with
the directors;
− Directors are not required to commit full-time to the Company’s affairs. They may allocate their
time to other businesses because they might have an interest therein, leading to potential
conflicts of interest in their determination as to how much time to devote to the Company’s
affairs (and indirectly the shareholders), which could have a negative impact on the Company’s
success. As a consequence, the effective return for Shareholders may be lower or non-existent;
− One or more of the directors may negotiate employment or a consultancy arrangement with a
target business in connection with a particular investment. Such negotiations would take place
simultaneously with the negotiation of an investment and may provide for them to receive
compensation following such an investment. This may cause them to have conflicts of interest
in determining whether a particular proposed investment is the most advantageous for the
Company and thereby the shareholders, as the personal and financial interests of such directors
may influence their decisions in identifying and selecting a target business; and
− There are no other potential conflicts of interest between the private interests or other duties
of the members of the board vis-à-vis the interests of the Company. There is no family
relationship between any director.
Liability and insurance
— Under Dutch law, a director may be liable to the Company for damages in the event of improper or
negligent performance of their duties. They may be jointly and severally liable for damages towards
the Company for infringement of the Articles or of certain provisions of the Dutch Civil Code (Burgerlijk
Wetboek). In addition, they may be liable towards third parties for infringement of certain provisions
of the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil,
administrative and criminal liabilities. The directors of the Company will be insured under an insurance
policy against damages resulting from their conduct when acting in their capacities as such members
or officers.
Indemnification
— The Articles provide for an indemnity for the executive and non-executive directors. Subject to Dutch
law and not in any case of wilful misconduct or gross negligence (opzet of grove nalatigheid), every
person who is or formerly was a director shall be indemnified out of the assets of the Company against
all costs, charges, losses and liabilities incurred by such director in the proper execution of their duties
or the proper exercise of his or her powers in any such capacities in the Company including, without
limitation, a liability incurred in defending proceedings in which judgment is given in such director’s
favour or in which he or she is acquitted, or which are otherwise disposed of without a finding or
admission of material breach of duty on his/her part.
Document classification: FINAL
13
Control relationship within the company
— New Sources Energy had 117.858.811 common shares outstanding as at 31 December 2024, an
increase of 35.000.000 common shares from the 82.858.811 common shares outstanding as at 1
January 2024. During 2024 new common shares were issued as a direct result of two convertible loans,
however two other convertible loans, bonuses and director and management fees could not be
converted into commons shares in support of the Company’s reorganisation because of statutory
limitations.
— No shares having been issued to which special rights are attached. In respect to the issued common
shares, there are no restrictions in any form of any right.
— Of the 24 million warrants that were granted (to be issued until 28 December 2025), 3 million warrants
were issued against an exercise price of € 0,05 per common share.
— There are no preference shares outstanding on 31 December 2024. NSE has the possibility to issue
preference shares which may be issued in case of a future capital raise, to finance acquisitions or
anticipating a hostile takeover.
In accordance with the Articles, issuance of shares is made pursuant to a resolution of the AGM. Issuance
of shares is made pursuant to a resolution of the board, if and to the extent designated for that purpose
by the AGM. This designation may each time be separated for no longer than five years and each time
for no longer than five years. The designation must specify the aggregate nominal amount for which
shares may be issued pursuant to a resolution of the board. A resolution to designate will also
determine the number of shares of each kind that may be issued. A resolution of the AGM designating
the board as the corporate body authorized to issue shares may only be revoked upon proposal by the
board, unless otherwise provided.
A resolution of the AGM to issue shares or to designate the board as the corporate body authorised to issue
shares can only be taken up on the proposal of the board.
— When deciding to issue shares, the issue price and further conditions of the issue are determined by
the board.
— In respect of shares issued pursuant to a resolution of the board, the board may determine that the
issue shall be added to the company's reserves.
— The Articles provide that the board is authorised to enter into legal acts regarding non-cash
contributions on shares and the other legal acts referred to in Section 2:94 of the Dutch Civil Code
without the prior approval of the AGM.
The transfer of rights held by a shareholder in respect of shares which are included in the official giro system
shall be made in accordance with the provisions of the Dutch Securities Giro Act. Exceptions to this for
the transfer of shares not included in the official giro system are registered by notarial deed or
exclusively in accordance with the Securities Giro Act with the required formal consent of the board.
— According to the register of the AFM and information known to the Company, on 31 December 2024
there are 4 shareholders with a substantial holding, i.e. a real interest greater than 3% of the share
capital or the right to exercise a voting right of at least 3% to which a person is entitles or is considered
to be entitled:
− Mr. G. Töth 15,5%
− Mr. H. Kamsteeg 7,0%
Document classification: FINAL
14
− Mr. L.A. Vereecken 6,9%
− Erven J.D. Kleyn 3,3%
— Refer to the section ‘financial information’ in this report regarding the issued shares which are not
distributed to a third party. There are no significant agreements to which the Company is a party, that
are created, amended or dissolved under the condition of a change of control of the Company after a
public offer is made. The Company has no agreements with any director that provide for a payment on
termination of engagement following a public offer for the company’s shares.
Going concern
During 2024, management has put significant efforts into identifying potential investments for which
management now has to obtain funding. The going concern of the Group is linked to the continuing efforts
of management, and success thereof, to raise new funds to invest in portfolio companies.
At year-end 2024, the financial position of the Group includes a EUR 501 thousand cash position which can
be freely used by management. At the end of May 2025, the remaining cash balance is sufficient to continue
activities for approximately half a year. In 2024, the Group had negative operating cashflow of € 263
thousand. The forecasted cashflow for 2025 assumes a similar negative operating cashflow, without
considering potential funding and investments, and hence the current cash position is not sufficient to
meet the expected cashflow for the next 12 months after the date of the financial statements.
In order to mitigate the above risks management identified the following combination of required
mitigating measures:
• Finding additional resources of funding. During 2024, management successfully raised
resources to fund the 2024 cash-need. To fund the forecasted cash deficit, management
expects being able to continue to obtain similar funding in 2025 and 2026. In May 2025,
management committed to fund the Company for another € 100 thousand.
• Pay out management fees in shares instead of cash. In 2024 management agreed to settle a
total of € 562 thousand in shares instead of cash, which significantly reduced the cash-need.
Management can do this also in 2025 and 2026.
• Reduce costs. Considering the structure of the Group most of the costs are scalable, therefore
management can reduce costs in order to limit the cash-need. As the Group does not have
long-term commitments the activities can be significantly reduced, which would lower the
cash-need significantly.
As the company is still in the process of meeting potential investors to obtain funding, and the fact that the
outcome of the mitigating measures is uncertain, management identified a material uncertainty that may
cast significant doubt on the Group’s ability to continue as a going concern. However, considering the
combination of mitigating measures available, the going concern basis remains appropriate for preparing
the financial statements.
Outlook
The International Energy Agency (IEA) publishes an annual outlook. NSE concurs with the key findings of
their 2024 Outlook:
— The Company observes three overarching and inter-related themes:
Document classification: FINAL
15
— The first is energy security, corresponding to the imperatives of the present given escalating risks
in the Middle East.
— The second relates to the prospects for clean energy transitions, which have accelerated rapidly
in recent years, but which need to move much faster to meet climate goals.
— The third theme is uncertainty, an ever-present factor in any forward-looking analysis but
particularly visible this year.
— The potential for near-term disruption to oil and gas supply is high due to conflict in the Middle East.
Around 20% of today’s global oil and liquefied natural gas (LNG) supplies flow through the Strait of
Hormuz, a maritime chokepoint in the region.
— However, while geopolitical risks remain elevated, an easing in underlying market balances and prices
is on the horizon as slowing oil demand growth sees spare crude oil production capacity rise to 8
million barrels per day by 2030. A wave of new LNG projects is set to add almost 50% to available
export capacity by 2030.
— In all IEA’s scenarios, growth in global energy demand slows thanks to efficiency gains, electrification
and a rapid buildout of renewables. By 2030, nearly every other car sold in the world is electric,
although delays in the roll-out of charging infrastructure or in policy implementation could lead to
slower growth.
— Clean energy meets virtually all growth in energy demand in aggregate between 2023 and 2035,
leading to an overall peak in demand for all three fossil fuels before 2030, although trends vary
widely across countries at different stages of economic and energy development.
— Electricity demand grows much faster than overall energy demand, thanks to existing uses, notably
cooling, and new ones such as electric mobility and data centres. Renewables lead the expansion in
electricity generation, with sufficient speed to meet in aggregate all the increases in demand. There is
scope to go even faster: today’s solar manufacturing capacity hovers around 1 100 GW per year,
potentially allowing for deployment almost three-times higher than in 2023.
Based on the abovementioned observations, NSE focuses on the following renewable energy categories:
hydropower energy, solar energy, wind energy, and renewable energy production, transport, storage and
support solutions, with a particular focus on hydrogen as an energy carrier.
In 2024, NSE, supported by its technology and financing partners, started actively pursuing attractive
business opportunities and consequently identified and initiated exploratory talks with potential strategic
partners with promising renewable energy production cases and new technologies that are accelerating
renewable energy production and supporting the green energy transition.
Amsterdam, 30 May 2025
Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer
New Sources Energy N.V.
16
Document classification: FINAL
Chairman’s report
I am pleased to present my report for the past financial year. A positive and constructive year
in which the planned progress was made on the Company’s reorganisation and strategy.
With an ever faster changing economy in combination with unforeseen political developments, climate
effects are starting to have a more noticeable presence in everyone’s everyday life. A total departure
from fossil fuels driven economies, though necessary, is proving not so easy. Society’s electrification is
well on its way but proves challenging for electricity grids and as a result is negatively impacting
business plans and innovations. In the transition one is experiencing increasing pressure on its energy
supply, often determined by one’s geographical position influencing the ability to provide stability, both
environmentally as well as economically.
New Sources is focussing on those arbitrage opportunities that provide answers to growing green
energy demand resolving the energy imbalances we now see so clearly emerging in the world around us.
Clearly this is not a short-term exercise. The Board is very conscious that the Company’s focus on the
current potential investment targets would capitalise on innovative opportunities that drive long-term
value for investors. Early progress against this strategy has been encouraging and the Board is closely
engaged with management on this delivery. Our investor relations team will stress our long-term
strategy in its communications intrinsic to the long-term timelines of the energy transition.
In 2024 New Sources has remodelled itself as a modern organisation, maximally supported by
automated processes and digitalisation. Our lean and nimble management team hires the best of class
external professionals whenever needed. Close cooperation with our strategic partners has already
proven its value and will continue to do so in the future.
After more than one year our organisation is now compliant with all rules and regulations whilst getting
prepared for Omnibus compliance in 2026.
On behalf of the Board of Directors, I would like to offer a sincere thank you to all members and
partners of our organisation for their dedication and hard work during the past year. They have with
their commitment and dedicated efforts contributed to the formation of the new foundations under the
future of New Sources.
Mrs. A.M. Dirkes
Chairman
17
Document classification: FINAL
Directors’ remuneration report
— The NSE’s policy is to remunerate directors fairly for their contribution and role within the Company.
The Company adheres to the basic principles that its remuneration policy is in line with the market.
— The fixed remuneration for a non-executive director is € 36 thousand per annum and for the chairman
of the board € 54 thousand per annum. Non-executive directors will not receive any variable
remuneration such as short-term incentives or long-term incentives.
— The remuneration policy is set by the board of directors. Given the Company’s status and history, the
directors received an increase in their renumeration considering the time spent, monies invested, and
the risks involved in reorganising the Company and assuring its continuity. The AGM of 28 June 2024
agreed the following remuneration of the executive-director: € 203 thousand per annum and a
performance-based bonus of 11.000.000 common shares (based on agreed-upon milestones), which
was granted on 31 December 2024.
— In case of any severance payments for the CEO, the Company will comply with the Code and therefore
any severance payments will not exceed once the annual salary.
The table below shows the remuneration (in thousands) awarded to the directors in the financial year
of 2024.
Non-executive directors
Name Position 2024 2023
Mr. J.D. Kleyn Non-executive director (Chair) € - € 117
Mrs. A.D. Dirkes Non-executive director (Chair) € 50 € 7
Mr. A.D. Mirck Non-Executive director € 36 € 17
The fees of the non-executive directors over 2024 have not been paid out in cash and will be
converted into common shares in 2025. The fee for Mrs. Dirkes was adjusted for her change of
positions during the year on a pro-rata basis (she was formally appointed chair of the Board as of 12
June 2024).
During 2024, no other allowances were paid to non-executive directors.
Executive directors
Name Position 2024 2023
Mr. L.A. Vereecken Executive director (CEO) € 386 € 122
During 2024 Mr. Vereecken was not paid his yearly remuneration a € 203 thousand. However, he was
awarded a one-off sign-on fee of € 203 thousand which will be converted into common shares in
2025.
Furthermore, based on his performance in 2024, he will be entitled to a performance-based bonus of
11.000.000 common shares which is the equivalent of € 165 thousand. This will be settled in 2025.
Finally, during 2024, car allowances were paid to him amounting to € 18 thousand.
18
Document classification: FINAL
Directors’ statement
The directors are responsible for preparing the Company’s annual report. The Company’s annual report
comprises the management report and the financial statements. The directors are responsible for
preparing the annual report in accordance with applicable law and regulations. The directors are required
by law to prepare the annual report for each financial year. The directors have prepared the annual report
in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European
Union and the relevant provisions of the Dutch Civil Code. The directors must not approve the annual
report unless they are satisfied that it gives a true and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that period. In preparing the annual report, the directors are
required to:
− select suitable accounting policies and then apply them consistently;
− make judgements and accounting estimates that are reasonable and prudent;
− state whether applicable IFRS as adopted by the European Union and the relevant provisions of the
Dutch Civil Code have been followed, subject to any material departures disclosed and explained in
the Annual Report; and
− prepare the annual report on the going concern basis, unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose, with reasonable accuracy at any time, the financial
position of the Company and enable them to ensure that the annual report complies with applicable law.
The directors have assessed whether the risk assessment executed showed any material failings in the
effectiveness of the Company’s internal risk management and control systems. Though such systems are
designed to manage and control risks, they can provide reasonable, but not absolute, assurance against
material misstatements. Based on this assessment, to the best of our knowledge and belief, no material
failings of the effectiveness of the Company’s internal risk management and control systems occurred,
and the internal risk and control systems provides reasonable assurance that the 2024 financial
statements do not contain any errors of material importance.
With reference to section 5.25c paragraph 2c of the Dutch Act on Supervision, each of the Directors,
whose names and functions are listed in the Board of Directors section, confirm that, to the best of their
knowledge:
− the Company’s financial statements which have been prepared in accordance with IFRS as adopted
by the European Union and the relevant provisions of the Dutch Civil Code, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the Company;
− the Management Report gives a true and fair view on the situation on the balance sheet date, the
development and performance of the business and the position of the Company of which the financial
information is included in the Management Report and includes a description of the principal risks
and uncertainties that the Company faces; and
− having taken all matters considered by the board and brought to the attention of the board during
the financial year into account, the directors consider that the annual report, taken as a whole is fair,
balanced and understandable. The directors believe that the disclosures set out in the annual report
provide the information necessary for shareholders to assess the Company’s position and,
performance.
19
Document classification: FINAL
Amsterdam, 30 May 2025
Signed by:
Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer
New Sources Energy N.V.
Non-executive directors:
A.M. Dirkes
A.M. Mirck
20
Document classification: FINAL
Financial statements
— Consolidated financial statements
— Separate financial statements
21
Document classification: FINAL
Consolidated financial statements
— Consolidated statement of financial position as at 31 December 2024
— Consolidated statement of profit or loss and comprehensive income for the year 2024
— Consolidated statement of changes in equity for the year 2024
— Consolidated statement of cash flows for the year 2024
— Notes to the consolidated financial statements
22
Document classification: FINAL
Consolidated statement of financial position as at 31 December 2024
31 December
2024
31 December
2023
Note
€ 1,000
€ 1,000
Assets
Tangible fixed assets
4
Non-current assets
Other receivables
6
Cash and cash equivalents
7
Current assets
Total assets
31 December
2024
31 December
2023
€ 1,000
€ 1,000
Equity
8
Share capital
Share premium
Other reserves
-20.168
-19.689
Total equity attributable to the owners of the
company
Non-controlling interest
Total equity
Non-current Liabilities
Loans and borrowings
9
Total non-current Liabilities
Current Liabilities
Loans and borrowings
Tax
Other payables
Total current liabilities
10
Total liabilities
Total equity and liabilities
The notes on pages 26 to 51 are an integral part of these consolidated financial statements.
23
Document classification: FINAL
Consolidated statement of profit or loss and comprehensive
income for the year 2024
2024
2023
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Continuing operations
Revenue
12
Revenue
Other expenses
13
Operating loss
-893
-413
Finance costs
14
-11
-5
Loss before taxation
-904
-418
Income tax
Loss after taxation from continuing
operations
-904
-418
Total comprehensive loss
attributable to the owners of the
company
-904
-418
Earnings per share (in € per Share)
Earnings per share
-0,011
-0,006
Diluted earnings per share
-0,011
-0,006
The notes on pages 26 to 51 are an integral part of these consolidated financial statements.
24
Consolidated statement of changes in equity for the year 2024
Issued
share
capital
Share
premium
Other
reserves
Total
Note
€
1,000
€
1,000
€
1,000
€
1,000
Balance at 1 January 2024
-19.689
Transactions with the owners of the company
— Issued shares in portfolio
8
-385
— Issued and converted loans
8
-43
— Issued shares related to share based
payments
16
-34
-33
— Share based payments expense for the year
16
Result of the year 2024
-904
-904
Balance at 31 December 2024:
-20.168
Balance at 1 January 2023
-19.270
-194
Transactions with the owners of the company
— Issued shares shareholder loans
8
-6
— Issued and convertible loans
8
— Issued and converted fees
16
— Issued shares related to share based
payments
16
-180
– Share based payment expense for the year
16
Result of the year 2023
-418
-418
Balance at 31 December 2023:
-19.689
The comparative figures are restated for comparative purposes.
The notes on pages 26 to 51 are an integral part of these consolidated financial statements.
25
Consolidated statement of cash flows for the year 2024
2024
2023
Restated
Restated*
€ 1,000
€ 1,000
Cash flows from operating activities
Loss for the period
-904
-418
Adjusted for:
- Depreciation of fixed assets
- Impairment of receivables
- Equity settled share-based payments
- Equity settled remuneration and director fees
- Interest expenses
- Release of accrual
-80
- Other
-2
-391
-103
Changes in:
— Other receivables
-105
— Other payables
-9
Cash generated from operating activities
-105
-217
Interest paid
-1
-5
Net cash from operating activities
-106
-222
Cash flows from investing activities
- Investments in fixed assets
-8
Net cash from (used in) investing activities
-8
Cash flows from financing activities
Proceeds from issue of share capital
Proceeds from issue of convertible notes
Proceeds from loans and new borrowings
Net cash from (used in) financing activities
Net increase/decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December 2024
The comparative figures are restated due to error accounting, refer to Note 2(f).
The notes on pages 26 to 51 are an integral part of these consolidated financial statements.
26
Notes to the consolidated financial statements for the year 2024
1 The company and its operations
(a) Reporting entity and relationship with parent company
office is at Apollolaan 151, 1077AR Amsterdam, the Netherlands . The Company was founded on
26 October 1978 and is registered in the Trade Register of the Amsterdam Chamber of Commerce
under number 33154205.
The Company is publicly listed on Euronext Amsterdam (NSE.AMS).
These consolidated financial statements comprise the Company and its subsidiaries (collectively
the “Group” and individually “Group companies”). The Company is a holding company. The main
A list of entities the Company participates in is included in note 23 of the separate financial
statements.
(b) Financial reporting period
These financial statements cover the year 2024, which ended at the balance sheet date of 31
December 2024.
27
28
29
30
31
32
33
34
35
36
4 Tangible fixed assets
ICT hardware
At year-end the Company owned ICT hardware.
2024
2023
€ 1,000
€ 1,000
Laptops, phones and printers
8
-
8
-
All assets were acquired during 2024. Depreciation for the year was € 0,5 thousand.
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
Document classification: FINAL
Separate financial statements
— Separate statement of financial position as at 31 December 2024
— Separate statement of profit or loss for the year 2024
— Notes to the separate financial statements
54
Document classification: FINAL
Separate statement of financial position as at 31 December 2024
(Before appropriation of result)
2024
2023
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Fixed assets
Tangible fixed assets
23
8
-
Total fixed assets
8
-
Current assets
Other receivables
25
-
111
Cash and cash equivalents
26
501
25
Total current assets
509
137
Total assets
509
137
Shareholders’ equity
27
Issued share capital
3.535
2.486
Share premium
16.833
17.295
Other reserves
-19.264
-19.271
Result for the year
-904
-418
Total equity
200
92
Non-current liabilities
28
-
-
Current liabilities
29
309
44
Total equity and liabilities
509
137
The notes on pages 55 to 60 are an integral part of these separate financial statements.
55
Document classification: FINAL
Separate statement of profit or loss for the year 2024
2024
2023
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Net turnover
31
-
-
Gross turnover result
-
-
General and administrative expenses
32
-893
413
Net turnover result
-893
-413
Interest expenses and similar charges
33
-11
-5
-11
-5
Result before tax
-904
-418
Tax on result
34
-
-
-
-
Result after tax
-904
-418
The notes on pages 55 to 60 are an integral part of these separate financial statements.
56
Document classification: FINAL
Notes to the separate financial statements for the year 2024
21 General
These separate financial statements and the consolidated financial statements together
constitute the statutory financial statements of New Sources Energy N.V. (hereafter: ‘the
Company’). The financial information of the Company is included in the Company’s consolidated
financial statements, as presented on pages 21 to 51.
22 Basis of preparation
These separate financial statements have been prepared in accordance with Title 9, Book 2 of the
Dutch Civil Code. For setting the principles for the recognition and measurement of assets and
liabilities and determination of results for its separate financial statements, the Company makes
use of the option provided in section 2:362(8) of the Dutch Civil Code. These principles also
include the classification and presentation of financial instruments, being equity instruments or
financial liabilities. In case no other principles are mentioned, refer to the accounting principles
as described in the consolidated financial statements. For an appropriate interpretation of these
statutory financial statements, the separate financial statements should be read in conjunction
with the consolidated financial statements.
Information on the use of financial instruments and on related risks for the group is provided in
the notes to the consolidated financial statements of the group.
All amounts in the separate financial statements are presented in € thousand, unless stated
otherwise.
Participating interests in group companies
Group companies are all entities in which the Company has directly or indirectly control. The
Company controls an entity when it is exposed, or has rights, to variable returns from its
involvement with the group company and has the ability to affect those returns through its power
over the group company. Group companies are recognised from the date on which control is
obtained by the Company and derecognised from the date that control by the Company over the
group company ceases. Participating interests in group companies are accounted for in the
separate financial statements according to the equity method, with the principles for the
recognition and measurement of assets and liabilities and determination of results as set out in
the notes to the consolidated financial statements.
Participating interests with a negative net asset value are valued at nil. This measurement also
covers any receivables provided to the participating interests that are, in substance, an extension
of the net investment. In particular, this relates to loans for which settlement is neither planned
nor likely to occur in the foreseeable future. A share in the profits of the participating interest in
subsequent years will only be recognised if and to the extent that the cumulative unrecognised
share of loss has been absorbed. If the Company fully or partially guarantees the debts of the
relevant participating interest, or if has the constructive obligation to enable the participating
57
Document classification: FINAL
interest to pay its debts (for its share therein), then a provision is recognised accordingly to the
amount of the estimated payments by the Company on behalf of the participating interest.
Share of result of participating interests
The share in the result of participating interests consists of the share of the Company in the result
of these participating interests. Results on transactions involving the transfer of assets and
liabilities between the Company and its participating interests and mutually between
participating interests themselves, are eliminated to the extent that they can be considered as
not realised.
The Company makes use of the option to eliminate intragroup expected credit losses against the
book value of loans and receivables from the Company to participating interests, instead of
elimination against the equity value / net asset value of the participating interests.
Corporate income tax
The Company does not have a fiscal unity with its wholly owned subsidiaries.
23 Tangible fixed assets
2024
2023
€ 1,000
€ 1,000
ICT hardware (refer to note 4)
8
-
8
-
24 Financial fixed assets
2024
2023
€ 1,000
€ 1,000
Subsidiaries
-
-
-
-
58
Document classification: FINAL
List of subsidiaries
Set out below is a list of the subsidiaries of the Group during 2023 and 2024.
Subsidiaries
Participation
Place and country of seat
Principal activity
Energy Synergie B.V.
100%
Amsterdam, Netherlands
Engineering & advisory
New Green Investments B.V.
100%
Amsterdam, Netherlands
Holding company
Nw Surcs Holding B.V.
100%
Amsterdam, Netherlands
Holding company
Nw Surcs Holding I B.V.
100%
Amsterdam, Netherlands
Holding company
Valuation of subsidiaries
2024
2023
€ 1,000
€ 1,000
Energy Synergie B.V.
-
-
New Green Investments B.V.
-
-
Nw Surcs Holding B.V.
-
Nw Surcs Holding I B.V.
-
-
-
Both wholly owned subsidiaries Energy Synergie B.V. and New Green Investments B.V. have been
dormant and have been valued at nil both in 2024 and 2023. Both wholly owned and newly
established subsidiaries Nw Surcs Holding B.V. and Nw Surcs Holding I B.V. have been dormant
and have been valued at nil in 2024.
25 Other receivables
2024
2023
€ 1,000
€ 1,000
Tax receivable (VAT)
-
4
Issued capital called but not paid-up
-
66
Other receivables
-
41
-
111
In the notes to the consolidated financial statements information is included about the Group’s
other receivables (note 6).
59
Document classification: FINAL
26 Cash and cash equivalents
2024
2023
€ 1,000
€ 1,000
Bank accounts
501
25
501
25
In the notes to the consolidated financial statements information is included about the Group’s
cash and cash equivalents (note 7).
27 Shareholders’ equity
Reference is made to note 8 to the equity note in the consolidated financial statements.
28 Non-current liabilities
In the notes to the consolidated financial statements information is included about the Group’s
loans and borrowings (note 9).
29 Current liabilities
2024
2023
€ 1,000
€ 1,000
Loans and borrowings - current
91
-
Suppliers and trade creditors
98
32
Tax (VAT)
27
-
Director renumeration
93
11
Shareholders
-
1
309
44
30 Financial instruments
In the notes to the consolidated financial statements information is included about the Group’s
financial instruments (note 11).
31 Net turnover
The Company did not generate any net turnover in 2024 and 2023.
60
Document classification: FINAL
32 General and administrative expenses
2024
2023
€ 1,000
€ 1,000
Auditor expenses
1
54
-
Office expenses
11
-
Sales expenses
38
-
External advisors’ expenses
91
17
Management fees
458
100
Directors’ fees
2
94
299
Listing expenses
78
72
ICT expenses
22
2
Administrative expenses
4
2
Other expenses
3
43
-80
General and administrative expenses
893
413
1) Due to the absence of an auditor in 2023 the auditors expenses were nil in 2023 as referred to in
Section 2:382a(1) and (2) of the Dutch Civil Code. The presented amount for 2024 represents the costs
related to audit procedures performed in 2024. The total audit fees for the audit of the 2024 financial
statements amount to € 170.000.
2) These concern payments to ex-directors and directors for both 2024 and 2023 (refer to note 16).
3) These concern mainly in 2024 the writing off of a receivable to Mr. Mouthaan (former executive board
member) in relation to incorrectly paid fees. For 2023, it relates to a release of an expense accrual
from previous years.
33 Interest expenses and similar charges
2024
2023
€ 1,000
€ 1,000
Convertible loans
10
5
Other
1
-
11
5
34 Tax on result
2024
2023
€ 1,000
€ 1,000
Tax benefit for current financial year
-
-
Income tax benefit
-
-
61
Document classification: FINAL
In the notes to the consolidated financial statements information is included about the Group’s
tax on result (note 15).
35 Workforce
The average number of full-time employees (FTE), all in the Netherlands, employed by the
Company was 1,8 (2023: 0) split by the following categories:
2024
2023
Management team
1,6
-
Financial administration
0,2
-
1,8
-
36 Subsequent events
For developments in relation to the Collaboration Agreement refer to note 18. No other
significant subsequent events identified.
----
Amsterdam, 30 May 2025
Signed by:
Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer
New Sources Energy N.V.
Non-executive directors:
A.M. Dirkes
A.M. Mirck
62
Document classification: FINAL
Other information
Distribution of profit
The board of directors makes a proposal to pay a dividend which is dealt with as a separate
agenda item at the AGM. Distributions are charged to the company's distributable reserves. The
company's reserve policy and dividend policy are determined by the board and may be
amended by the board. Distributions may only be made to the extent that shareholders' equity
exceeds the amount of the paid and called-up part of the capital plus the reserves that must be
maintained by law or under the Articles of Association.
Auditor’s report of the independent auditor
The auditor’s report with respect to the consolidated and separate financial statements is set out
on the next pages.
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders of New Sources Energy N.V.
Report on the audit of the financial statements 2024 included in the annual report
Our opinion
In our opinion:
• the accompanying consolidated financial statements give a true and fair view of the financial position
of New Sources Energy N.V. as at 31 December 2024 and of its result and its cash flows for the year
then ended, in accordance with IFRS Accounting Standards as endorsed by the European Union (EU-
IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
• the accompanying company financial statements give a true and fair view of the financial position of
New Sources Energy N.V. as at 31 December 2024 and of its result for the year then ended in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2024 of New Sources Energy N.V. (the Company) based in
Amsterdam. The financial statements include the consolidated financial statements and the company
financial statements.
The consolidated financial statements comprise:
1 the consolidated statement of financial position as at 31 December 2024;
2 the following consolidated statements for the year 2024: the profit or loss, comprehensive income,
changes in equity and cash flows; and
3 the notes comprising material accounting policy information and other explanatory information.
The separate financial statements comprise:
1 the separate statement of financial position as at 31 December 2024;
2 the separate statement of profit or loss for the year 2024; and
3 the notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the
financial statements’ section of our report.
We are independent of New Sources Energy N.V. in accordance with 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).
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 information in respect of going concern, fraud and non-compliance with
laws and regulations and the key audit matters were addressed in this context, and we do not provide a
separate opinion or conclusion on these matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to the 'Going concern' section in the notes of the financial statements, which indicates
that the going concern of the company is dependent the ability of management to successfully fund the
future cash-need of the Company. These conditions indicate the existence of a material uncertainty that may
cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In order to determine that there is no situation of inevitable discontinuity and conclude on the adequacy of
the going concern related disclosure, we have performed, inter alia, the following procedures:
• we compared the management board’s considerations on going concern risks with our own views;
• we evaluated the plausibility of assumptions relating to the forecasted available future cash flows from
operating, financing, divestment and investment activities;
• we evaluated the likelihood of success of remaining possible mitigating measures on aforementioned
scenarios and considered viability of the business to determine that there is no situation of inevitable
discontinuity;
• we inquired the management board and inspected documents supporting that continuity is possible,
such as correspondence with potential investors and other relevant parties;
• we assessed the appropriateness of the disclosure on page 26 of the financial statements against the
findings of our procedures on the management board’s going concern assessment and the reporting
framework requirements;
We conclude that the management board’s assumptions and the abovementioned disclosure are
appropriate.
Information in support of our opinion
Summary
1.1.1 Materiality
• Materiality of EUR 10 thousand
• 1% of expected total expenses
1.1.2
1.1.3 Group audit
• Performed substantive procedures for 100% of total assets
• Performed substantive procedures for 100% of expenses
1.1.4
1.1.5 Risk of material misstatements related to Fraud, NOCLAR and Going concern risks
• Fraud risks: presumed risk of management override of controls identified and further described in
the section ‘Audit response to the risk of fraud and non-compliance with laws and regulations’.
• Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of material
misstatements related to NOCLAR risks identified.
• Going concern risks: going concern risks identified and described in the section ‘Material uncertainty
related to going concern’.
1.1.6
1.1.7 Key audit matter
• Accounting treatment of raised capital through debt conversion in shares
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole
at EUR 10 thousand. The materiality is determined with reference to expected total expenses (1% thereof).
We consider total expenses as the most appropriate benchmark because of the start-up nature of the Group
and in absence of any other results. 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 identified during our audit in excess of EUR 500
would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
The Company is at the head of a group of components (hereafter “Group”). The financial information of this
Group is included in the financial statements of the Company.
We performed risk assessment procedures throughout our audit to determine which of the Group’s
components are likely to include risks of material misstatement to the Group financial statements. We only
identified risks of material misstatement at the head of the components, the Company, and therefore did not
identify underlying components associated with a risk of material misstatement. To appropriately respond to
those assessed risks, we planned and performed further audit procedures. We involved no component
auditors.
We have performed substantive procedures for 100% of Group expenses and 100% of Group total assets.
At group level, we assessed the aggregation risk in the remaining financial information and concluded that
there is less than reasonable possibility of a material misstatement.
We consider that the scope of our group audit forms an appropriate basis for our audit opinion. Through
performing the procedures mentioned above we obtained sufficient and appropriate audit evidence about
the Group’s financial information to provide an opinion on the financial statements as a whole.
Audit response to the risk of fraud and non-compliance with laws and regulations
In chapter ‘Significant risks and uncertainties’ of the management report, the Board of Directors describes
its procedures in respect of the risk of fraud and non-compliance with laws and regulations. As part of our
audit, we have gained insights into the Company and its business environment and the Company’s risk
management in relation to fraud and non-compliance. Our procedures included, among other things,
assessing the Company’s code of conduct, whistleblowing procedures and its procedures to investigate
indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries with
management, those charged with governance and other relevant functions. We have also incorporated
elements of unpredictability in our audit, inherent to a first year audit we tested new accounts compared to
prior year, including opening balances.
As a result from our risk assessment, we did not identify laws and regulations that likely have a material
effect on the financial statements in case of non-compliance. Our procedures did not result in the
identification of a reportable risk of material misstatement in respect of non-compliance with laws and
regulations. Further, we assessed the presumed fraud risk on revenue recognition as not significant,
because of the absence of any revenue or other income.
Based on the above and on the auditing standards, we identified the following presumed fraud risk that is
relevant to our audit, and responded as follows:
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.
Responses:
- We evaluated the design and the implementation of internal controls that mitigate fraud risks, such as
processes related to journal entries.
- As part of the fraud risk assessment, we performed a data analysis of the journal entries population to
determine if high-risk criteria for testing applies and evaluated relevant estimates and judgments for
bias by the Company’s management with respect to management's judgments and assumptions.
- We identified and selected journal entries and other adjustments made at the end of the reporting
period for testing.
Our evaluation of procedures performed related to fraud did not result in a key audit matter. We
communicated our risk assessment, audit responses and results to management and those charged with
governance. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Our key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matter to the Board of Directors. The
key audit matter is not a comprehensive reflection of all matters discussed. In addition to the matter
described in the section: ‘Material uncertainty related to going concern’ we have determined the matter
described below to be a key audit matter.
1.1.8 Accounting treatment of raised capital through debt conversion in shares
Description
The Company can be described as a startup company with limited funds which required management to
raise capital throughout the year. Considering the limited available funds several creditors were paid
through conversion of debt in shares, including remuneration of members of the Board of Directors.
Throughout 2024, capital was raised through debt conversion in shares. This way of settling creditors
also had a diluting impact on existing shareholders. The conversions are presented as part of the
consolidated statement of changes in equity and detailed in note 9 and 16.
As these agreements were considered to be more complex and in combination with the overall amount
compared to balance sheet ratios (such as liquidity and solvability), we consider the accounting
treatment of debt conversion in shares a key audit matter.
Our response
Our audit response consisted of:
• Inspection of the relevant agreements in relation to the converted amounts, conversation rates and
other relevant conditions;
• Inquiry with the Board of Directors regarding the business rationale of the agreements, including the
arm’s length nature of the board remuneration;
• Assessment of the legal and accounting treatment of the aforementioned agreements; and
• Evaluation the adequacy of the disclosures included in the financial statements regarding these
agreements and the effect thereof on the shareholders ownership percentages.
Our observation
The results of our procedures performed were satisfactory. We concur with the accounting treatment of
the various convertible loan agreements and that these are adequately disclosed in the financial
statements.
Unaudited corresponding figures
We have not audited the 2023 financial statements. Consequently, we have not audited the corresponding
figures in following consolidated and separate statements: the profit or loss, comprehensive income,
changes in equity, cash flows and the related notes.
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains other
information.
Based on the following procedures performed, we conclude that the other information:
• is consistent with the financial statements and does not contain material misstatements; and
• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management
report and other information.
We have read the other information. Based on our knowledge and understanding obtained through our audit
of the financial statements or otherwise, we have considered whether the other information contains material
misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil
Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those
performed in our audit of the financial statements.
The Board of Directors is responsible for the preparation of the other information, including the information
as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements
Engagement
We were initially appointed by the General Meeting of Shareholders as auditor of New Sources Energy N.V.
on 14 December 2023, as of the audit for the year 2024.
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 audits of public-interest entities.
Description of responsibilities regarding the financial statements
Responsibilities of the Board of Directors for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board of Directors
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. In that
respect the Board of Directors, is responsible for the prevention and detection of fraud and non-compliance
with laws and regulations, including determining measures to resolve the consequences of it and to prevent
recurrence.
As part of the preparation of the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned,
the Board of Directors should prepare the financial statements using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors should disclose events and circumstances that may
cast significant doubt on the company’s ability to continue as a going concern in the financial statements.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute,
level of assurance, which means we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identified misstatements on our opinion.
A further description of our responsibilities for the audit of the financial statements is included in the appendix
of this auditor’s report. This description forms part of our auditor’s report.
Rotterdam, 30 May 2025
KPMG Accountants N.V.
F.J. van het Kaar RA
Appendix:
• Description of our responsibilities for the audit of the financial statements
Appendix
Description of our responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
• identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than the risk resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control;
• obtaining an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control;
• evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors;
• concluding on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause a company to cease to
continue as a going concern;
• evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; and
• evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit
evidence regarding the financial information of the entities or business units within the group as a basis for
forming an opinion on the financial statements. We are also responsible for the direction, supervision and
review of the audit work performed for purposes of the group audit. We bear the full responsibility for the
auditor’s report.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant findings in internal control that we identify
during our audit. In this respect we also submit an additional report to the audit committee in accordance
with Article 11 of the EU Regulation on specific requirements regarding statutory audits of public-interest
entities. The information included in this additional report is consistent with our audit opinion in this auditor’s
report.
We provide the Board of Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.