Annual report 2025
AN ENERGY TRANSITION
INVESTMENT PLATFORM
N
ew Sources Energy N.V.
Apollolaan 151
1077AR Amsterdam
the Netherlands
www.newsources.energy
24 April 2026
2026 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 2025
Management report 2
Chairman’s report 16
Directors’ remuneration report 17
Directors’ statement 18
Financial statements 20
Consolidated financial statements 21
Consolidated statement of financial position as at 31 December 2025 22
Consolidated statement of profit or loss and comprehensive income for the year 2025 23
Consolidated statement of changes in equity for the year 2025 24
Consolidated statement of cash flows for the year 2025 25
Notes to the consolidated financial statements for the year 2025 26
Separate financial statements 54
Separate statement of financial position as at 31 December 2025 55
Separate statement of profit and loss for the year 2025 56
Notes to the separate financial statements for the year 2025 57
Other information 63
Distribution of profit 63
Auditor’s report of the independent auditor 63
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Annual report 2025
Dear shareholder,
Herewith we present New Sources Energy N.V.’s annual report 2025.
The year 2025 marked a defining milestone for New Sources, with the launch of its Energy Transition
Investment Platform. This development represents a clean break from the Company’s past and the
beginning of a new strategic chapter in its 47-year history. Over the course of the year, the
organisation strengthened its professional team and laid the foundations for building a renewable
energy business from the ground up.
A key element of this transformation was the establishment of New Sources’ Green Finance
Framework. Designed to ring-fence sustainable investments through clearly defined eligibility
criteria, the framework is intended to facilitate access to financing for renewable energy and energy-
efficiency projects. By enhancing transparency and accountability, it reinforces investor and
stakeholder confidence and underscores the Company’s long-term commitment to sustainability.
Alongside these strategic initiatives, the 2025 financial year was characterised by two significant
developments. First, the Company received an unqualified auditor’s opinion on its 2024 annual
financial statements, for the first time in eight years, enabling its removal from Euronext’s penalty
bench on 2 June 2025. Second, New Sources reached an agreement with leading private equity
manager Conduit Ventures to establish a private equity–public equity collaboration, creating a
powerful Energy Transition Investment Platform positioned to support growth and value creation.
The collaboration with Conduit Ventures creates a platform designed to address structural
challenges in today’s capital markets. Institutional capital has faced difficulties in scaling deployment
into renewable energy, constrained by market volatility, a limited supply of bankable projects,
illiquidity and uncertainty around exit visibility. This collaboration is structured to bridge that gap.
The platform will target high-growth, de-risked opportunities across the energy transition value
chain, with a focus on scalable business models supported by long-term, contracted or
infrastructure-like cash flows. Over the past year, the team has developed a robust, advanced
investment pipeline, with initial transactions ready for execution. Investment activity is centred on
pragmatic and bankable decarbonisation pathways, including clean and hybrid energy systems.
A key differentiator of the platform is the integration of leading global supply-chain partners,
enabling reductions in capital and operating costs, faster project delivery and enhanced market
access. These capabilities are complemented by world-class ESG and compliance standards. The
platform is underpinned by a highly experienced team with more than two decades of global
renewable energy expertise, ensuring rigorous technical and commercial due diligence and
disciplined capital allocation. This is further supported by deep relationships with industry leaders,
sovereign and institutional investors, and a listed structure offering strong governance and
transparency through a robust Green Finance Framework.
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 2025.
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 2025.
— 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 2025 NSE had no staff or personnel on its payroll and engaged board and management
members on a consultancy fee basis.
— 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 2025 the Company did not have activities and generated no revenues.
— During 2025 the Company did not have intellectual property rights.
— On 31 December 2025 three convertible loans totalling € 175 thousand, as well as the related interest,
have been converted into shares, in line with the underlying Convertible Loan Agreements. Further
details are included in the financial statements, note 8 and 9.
— During 2025 the shareholders’ equity decreased with € 240 thousand to minus € 38 thousand. The
company’s net working capital decreased with € 385 thousand to minus € 44 thousand.
— The negative result after taxes for the financial year 2025 amounted to € 988 thousand and was added
to the negative other reserves.
— At the year-end 2025, the total accumulated losses had amassed to € 2,310 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.
— On 21 July 2025, the Company reached a VSO (Vaststellingsovereenkomst) with Green Tech Europe
B.V. (GTE) with a mutual final discharge (wederzijdse finale kwijting) of all obligations between the
Company and GTE. The VSO was ultimately signed on 14 August 2025. As a result, the Company does
not have any obligation to implement the GTE Board Resolution meaning that no shares were
distributed to GTE.
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 taking into account 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 2025, no material issues have been identified in the Company’s risk management policies
and controls.
— 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 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 significant negative impact on the Company’s business, financial conditions, results of
operations and prospects.
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— The following strategic risks are identified by the Company, including its measures:
− The risk of not completing an acquisition or investment transaction. During 2025, the Company
has identified a number of investment opportunities and has engaged in detailed discussions
and negotiations with several of these parties and 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 some of these parties in 2026.
− The risk of not finding sufficient suitable investment partners may materially negatively impact
the Company’s operations and profitability. On 13 November 2025 the Company announced the
intention to entering a strategic collaboration (the “Collaboration”) with private equity manager
Conduit Ventures Ltd. (“
CV” or “Partners”) to set up a dedicated investment fund (the “Fund”).
The Company reached an intention agreement with CV and believes that the Company’s
investment and business objectives, both financial as non-financial, are aligned with CV so that
creating long-term shareholder value when the Fund is active will be achieved.
— 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. The Company is currently in a start-up phase, without operational activities, and
therefore the size of the Company is not yet sufficient to implement for example 4-eye principle
controls and other internal control activities. The Collaboration enhances and strengthens the
core team of professionals of both organisations. This is further mitigated by additional and
comprehensive corporate governance procedures and controls to support the soon to be
deployed capital flows. In case operations increase the Board 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 Collaboration, NSE is making a fresh start,
however there are no operations yet. Despite its Partners having a more than 20-year track
record as private equity manager, the Company still does not have a renewable energy business
to look back upon. The Company and its Partners have skilled principals 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
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 has implemented a Zero Trust model (based
on the principle: never trust, always verify), continuous employee training, regular security
audits, and effective response plans for breaches.
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— The following financial and legal risks are identified by the Company, including its measures:
− The risk of not having sufficient budget / financing. 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 if the budget is substantially exceeded. As part of future
transactions financing of the Company’s activities will be secured by CV as part of the
Collaboration.
− 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 since 2017,
and therefore NSE was removed from the penalty bench on 2 June 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 (following the comply or explain principle). 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. The Company has no legal disputes with an external party. There
are no third-party claims, and the Company does not currently expect any claims in the near
future given its recent past and the current status. In the event of a claim, the Company would
engage its external legal counsel to provide legal support.
Financial performance indicators
— The Company presents the following relevant financial indicators for 2025:
− Working Capital (current assets -/- current liabilities) = € -44 thousand (2024: € 385 thousand)
− Current ratio (current assets/current liabilities) = -0,8 (2024: 1,6)
− Debt to equity ratio (total liabilities/shareholder equity) = -6,7 (2024: 1,5)
Other financial performance indicators are deemed not to be relevant since the Company has been
reorganised and just started its new business operations. No revenues were generated in 2025.
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
meeting 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.
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Information regarding financial instruments
— At NSE’s Annual General Meeting of Shareholders (the “AGM”) on 30 July 2025 the AGM agreed to the
following financial instrument:
− Convertible loans - The placement and conversion of all convertible loans for strengthening the
Company’s working capital and to realise its business plan were executed. During 2025 three
convertible loans have been issued and at 31 December 2025 were converted for in total € 175
thousand, excluding 10% interest. No convertible loans were outstanding as at 31 December
2025.
The possibility to grant warrants, or exercise warrants that have been granted, expired on 28
December 2025.
Information regarding environmental and social aspects of the business
— NSE has formalised a Green Finance Framework (or “Framework”) for ringfencing any investments in
renewable energy and energy efficiency promotional purposes. 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 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. On 23 June 2025 the Company’s Framework
received Morningstar Sustainalytics’ SPO.
— 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 as soon as substantial business has been
developed. NSE believes that this rating will make it easy for investors to finds NSE’s climate risk
information. S&P’s Shades of Green distinguishes itself in this field by focusing on climate change and
uses 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
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(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,
Investment Committee Policy, Privacy Policy, Related Party Transactions Policy, Remuneration 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 the near future, the
Company will reconsider this position.
− Committees – The Audit Committee consist out of all Board members. The Investment
Committee will be formalised in due course and will consist of at least the following members:
Mr Butt, Mrs Zheng and Mr Vereecken. The Company has not yet appointed a Disclosure
Committee, nor a Remuneration Committee. The responsibilities of the latter two committees
are currently held by the entire Board.
− Secretary to the Board - No secretary to the board has been appointed. Until the Company has
made its first acquisitions, the board has no need for a secretary to the board given the
Company’s activities.
− Term of appointment of Board members – The Company deviates from the Code’s four-year
maximum term by appointing Board members for longer periods. This approach is intended to
ensure continuity and stability, particularly in light of the Company’s reorganisation and long-
term strategic objectives. The terms have been set at twelve years for Mr Mirck and eight years
for Mrs Dirkes and Mr Vereecken. The Company considers this deviation to be justified.
− Conflict of interest – Mr Vereecken, the executive director (CEO), holds an approximately 29%
shareholding in the Company. The Company acknowledges that this may give rise to a potential
conflict of interest. Appropriate safeguards are in place to ensure that any such conflicts are
identified, disclosed and managed in accordance with applicable law and the Company’s
governance policies. The non-executive Board members oversee compliance with these
procedures.
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 have been appointed for
period ranging from eight – twelve 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
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− 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
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 2025 New Sources Energy had no vacancies.
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
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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 retirements
— The retirement schedule of the current board of directors is as follows:
Name: Appointment: Appointed for:
− Mrs A.M. Dirkes 2023 8 years (once extended)
− Mr A.M. Mirck 2017 12 years (twice extended)
− Mr L.A. Vereecken 2023 8 years (once extended)
During the 2025 AGM the terms of all directors has been extended by another 4 years in order to be able
to support the business plan and build the business.
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 ten times during the year with a meeting each month, except for the
months of July and August.
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Committees of the board
— The board may decide to install committees whenever it deems appropriate.
— Audit committee – comprises out of all non-executive directors and topics are discussed whenever
deemed necessary, but not less than twice per year.
— The board intends to install the following committees:
− 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.
− Remuneration committee – comprises executive and non-executive directors and meets
whenever deemed necessary, but not less than once per year. Separate by-laws governing the
Remuneration 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 implementing a CSRD
compliant ERP system. In November 2025, the EU made an 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. Although the
Company does not meet the new Omnibus threshold and therefore is CSRD out of scope, it is evaluating
voluntary and strategic disclosure that complies with VSME (Voluntary SME) standards in future years.
EU taxonomy
— For 2025, the Company does not need to comply with the EU Taxonomy disclosure requirements due
to the size of its operations.
— 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.
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— 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:
− 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;
− Although the Board does not collectively hold a majority of the Company’s voting rights, the
concentration of decision-making and access to inside information may increase insider trading
risk. In line with the Code and the EU Market Abuse Regulation (MAR), the Company has
implemented appropriate safeguards, including closed periods, disclosure obligations and
internal controls. The non-executive directors of the Board oversee compliance with these
procedures.
− 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;
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− 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.
Control relationship within the company
— New Sources Energy had 162.730.097 common shares outstanding as at 31 December 2025, an
increase of 44.871.286 common shares from the 117.858.811 common shares outstanding as at 1
January 2025. During 2025, new common shares were issued as a direct result of convertible loans and
the conversion of director fees.
— 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.
— There are no warrants outstanding on 31 December 2025.
— There are no preference shares outstanding on 31 December 2025.
Document classification: FINAL
13
— 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 extended 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 2025
there are 7 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. L.A. Vereecken 29,4%
− Mr. G. Töth 9,4%
− Mr. A.M. Mirck 7,0%
− Eldiger B.V. 5,9%
− Mr. H. Kamsteeg 5,1%
− NSESOP (Company share option plan) 5,0%
− Mrs. A.M. Dirkes 3,7%
− Other shareholders 34,5%
— 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.
Document classification: FINAL
14
Outlook
The Economist Intelligence Unit (EIU) and the International Energy Agency (IEA) publish annual outlooks.
NSE concurs with these findings for 2026 which corroborates its strategic approach.
According to the EIU, global trade is likely to remain volatile over the coming year, with concerns around
US protectionism extending into 2026 and continuing to influence policy and investment decisions. For the
European Union, this uncertainty reinforces the strategic importance of trade liberalisation as a tool to
support competitiveness, energy security and long-term growth. Efforts to advance new trade frameworks,
attract foreign direct investment and restructure supply chains are increasingly aligned with the EU’s
renewable energy and decarbonisation objectives. Therefore, the outlook for renewable energy
technologies, critical minerals and enabling infrastructure will play a central role in shaping capital
allocation, industrial policy and cross-border trade flows.
The IEA’s key findings are:
— Pivotal year for Global Energy Transition
The International Energy Agency (IEA) projects that 2026 will mark a pivotal year for the global
energy transition, with renewable energy firmly established as the main driver of growth in the
energy system. While overall energy demand continues to rise, nearly all incremental demand is
expected to be met by low-carbon sources, fundamentally reshaping the global power mix.
— Renewable Energy Expansion
Renewables led by solar and wind power, are forecast to deliver the largest share of new electricity
generation in 2026, overtaking coal as the world’s dominant source of power. Rapid cost declines,
supportive government policies, and accelerating electrification across transport, buildings, and
industry are driving this surge. The IEA highlights that renewables will not only meet rising electricity
demand but also play a growing role in reducing reliance on fossil fuels, particularly in the power
sector.
— Electrification and Clean Power
Global electricity demand is expected to grow faster than total energy demand, reflecting the shift
toward electrified end uses such as electric vehicles, heat pumps, and data centres. The IEA stresses
that this growth is manageable from a climate perspective only because renewables and other low-
emission sources are scaling rapidly. Without this clean power expansion, emissions growth would be
significantly higher.
— Climate Implications
From a climate standpoint, the IEA sees 2026 as a year of both progress and warning. On the positive
side, the expansion of renewables is projected to slow the growth of global energy-related CO₂
emissions, helping to decouple emissions from economic growth in many regions. However, the
agency cautions that current deployment rates are still insufficient to place the world on a pathway
consistent with limiting warming to 1.5 °C.
— Fossil Fuels and Transition Risks
Although renewables are advancing rapidly, fossil fuels, particularly oil and gas, remain significant in
2026. The IEA notes that continued investment in new fossil fuel supply risks locking in future
emissions and creating stranded assets, especially as clean energy technologies become more
competitive. This underscores the need for clearer policy signals and faster implementation of
climate commitments.
The overall message is clear, renewable energy is no longer an alternative, but the backbone of future
energy growth. While the momentum behind clean energy is strong enough to improve the global
Document classification: FINAL
15
emissions outlook, faster and broader action is required, especially in emerging economies, to align
energy systems with long-term climate goals.
Based on the abovementioned observations, NSE remains strongly focused on its strategy on renewable
energy generation, transport, storage and support solutions, with a particular focus on hydrogen and
methanol as energy carriers.
During the previous year 2025, NSE and its collaboration partner proactively pursued attractive business
opportunities, leading to the identification of and negotiations with potential acquisition candidates that
can accelerate renewable energy generation and support the transition to green energy.
Going concern
During 2024 and 2025, 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 2025 the financial position of the Group includes a EUR 64 thousand cash position which
can be freely used by management (2024: EUR 501 thousand). At the end of April 2026, the remaining
cash balance, including what is committed by the CEO, is sufficient to continue activities for
approximately half a year. In 2025, the Group had negative operating cashflow of EUR 612 thousand.
The forecasted cashflow for 2026 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 sources of funding. During 2024 and 2025, management successfully
raised sources to fund the cash-need. To fund the forecasted cash deficit, management
expects being able to continue to obtain similar funding in 2026 and 2027.
• Pay out management fees in shares instead of cash. In 2025 management paid out a total
of EUR 383 thousand in shares instead of cash, which significantly reduced the cash-need.
Management can do this also in 2026 and 2027.
• 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.
16
Document classification: FINAL
Chairman’s report
I am pleased to present my report for the past financial year.
Exiting Euronext’s penalty bench in 2025 represents a significant milestone for New Sources and
coincides with a period of profound transformation in the global geopolitical operating environment.
The year was marked by exceptional climatic extremes, including record temperatures and ocean
warming, intensified storm activity, unprecedented rainfall and flooding, historic tornado outbreaks,
and atypical seasonal weather patterns. These events generated substantial human and economic
impacts worldwide and further highlighted the accelerating effects of climate change on the
frequency and severity of extreme weather.
Against this backdrop, the strategic importance of accessible, reliable, and sustainable energy has
become increasingly evident. Within the European Union, energy availability now stands as a critical
determinant of economic stability, innovation capacity, and societal resilience. Across international
markets and policy frameworks, there is a growing consensus that large-scale investments in
sustainable energy is no longer discretionary but essential. Energy security, affordability, and
sustainability are now inseparable from long-term growth and competitiveness.
In this context, our business philosophy and strategy are clearly aligned and build on relevance and
robustness. A disciplined and forward-looking approach, anchored in accountability, security,
resilience and long-term value creation, will enable the Company to adapt to rapidly changing
conditions while maintaining resilience. Such progress will not be achieved in isolation. This urgent
reality should is expected to continue to inform policy decisions, investment priorities, and strategic
planning as we move forward.
Finally, the snow- and ice-affected start to January 2026 serves as a tangible reminder of the
fundamental role energy plays in daily life and economic functioning. Energy underpins essential
services such as water supply and wastewater management, transportation systems, heating, food
preservation, digital connectivity, and countless other aspects of modern living. Energy is not merely
a traded commodity; it is the foundation upon which modern society operates.
On behalf of the Board of Directors, we extend our sincere appreciation to our professional partners,
whose expertise, commitment, and constructive collaboration have been instrumental in reaching
our 2025 goals.
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 fixed remuneration for the CEO, the executive director, is € 203 thousand per annum. In case of
any severance payments for the CEO, the Company will comply with the Code and therefore 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 and 2025.
Name non-executive directors
Position
2025
2024
Mrs. A.D. Dirkes Non-executive director (chair) € 54 € 50
Mr. A. Mirck Non-executive director € 36 € 36
Name executive directors
Position
2025
2024
Mr. L.A. Vereecken Executive director (CEO) € 223 € 386
The fees of the non-executive directors over 2025 have been converted into common shares at 31
December 2025. During 2025, no other allowances were paid to non-executive directors.
During 2025, due to the financial position of the Company, Mr. Vereecken has not been paid out his
yearly remuneration of € 203 thousand in cash. Instead, he was awarded a bonus of € 203 thousand
which was converted into 8.120.000 common shares at 31 December 2025. The difference with prior
year relates the 2024 performance-based bonus, which had a one-off nature.
Finally, during 2025, car and other allowances were paid to him amounting to € 20 thousand (2024: € 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.
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.
Furthermore, the Board of Directors is responsible for establishing and maintaining adequate internal
risk management and control systems. During the financial year, the Board of Directors has assessed
the design and effectiveness of these systems, and the results have been discussed with the Audit
Committee, the Board of Non-Executive Directors, and the external auditor.
aThe Board of Directors
recognises the inherent limitations of internal risk management and control systems. Whilst the
19
Document classification: FINAL
Company continuously works towards improving its processes and procedures, these systems cannot
provide absolute certainty that all risks have been identified or are effectively managed. The level of
certainty that they provide is influenced by, among other things, inherent limitations to risk
management, business considerations such as the company's risk appetite, the complexity of the
company's operations, and the dynamic nature of the business environment. Certain risks remain
outside the company's direct control, as they depend on third parties or external circumstances
beyond the Company's influence. The principal risks the company faces, the Company's risk
management framework and the Company's risk appetite are described above.
Based on its assessment and with reference to Best Practice Provision 1.4.3 of the 2025 Dutch
Corporate Governance Code, the Board of Directors confirms to the best of its knowledge that:
• this report provides sufficient insights into any failings in the effectiveness of the internal risk
management and control systems;
• in light of and as set out in the above, while the company seeks to control financial reporting in
the manner and to the extent as described in this report, due to the start-up phase of the
Company, and the limited size and activities of the Company , the Board is not yet in a position to
provide reasonable assurance that the internal control systems ensure that financial reporting
does not contain any material inaccuracies; in light of and as set out in the above, while the
company seeks to control operational and compliance risks in the manner and to the extent as
described in this report, due to the start-up phase of the Company, and the limited size and
activities of the Company, the Board is not in a position yet to provide comfort that the (future)
identified operational and compliance risks faced by the company are effectively controlled;
• based on the current state of affairs, taken into account the section regarding going concern, it is
justified that the financial reporting is prepared on a going concern basis; and
ithe report states
the material risks, as referred to in best practice provision 1.2.1, and the uncertainties, to the
extent that they are relevant to the expectation of the company’s continuity for a period of twelve
months after the preparation of the report
This management report includes those material risks, as referred to in best practice provision 1.2.1
of the Dutch Corporate Governance Code, and uncertainties that are relevant to the expectation of
the Company’s continuity for the period of 12 months after the preparation of the management
report. Due to the inherent limitations of risk management and control systems, the above does not
imply that these systems and procedures provide certainty as to the realization of strategic,
operations, compliance and reporting objectives, nor that they can prevent all misstatements,
inaccuracies, fraud, operational issues and non-compliance with laws and regulations.
Amsterdam, 24 April 2026
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 of 31 December 2025
— Consolidated statement of profit or loss and comprehensive income for the year 2025
— Consolidated statement of changes in equity for the year 2025
— Consolidated statement of cash flows for the year 2025
— Notes to the consolidated financial statements
22
Document classification: FINAL
Consolidated statement of financial position as at 31 December
(Before profit appropriation)
31 December
2025
31 December
2024
Note
€ 1,000
€ 1,000
Assets
Tangible fixed assets
4
Non-current assets
Other receivables
6
Current accounts
Cash and cash equivalents
7
Current assets
Total assets
31 December
2025
31 December
2024
€ 1,000
€ 1,000
Equity
8
Share capital
Share premium
Other reserves
-21.156
-20.168
Total equity attributable to the owners of the
company
-38
Non-controlling interest
Total equity
-38
Non-current Liabilities
Loans and borrowings
9
Total non-current Liabilities
Current Liabilities
Loans and borrowings
9
Tax (VAT)
Current accounts
Other payables
Total current liabilities
10
Total liabilities
Total equity and liabilities
The notes on pages 26 to 53 are an integral part of these consolidated financial statements.
23
Document classification: FINAL
Consolidated statement of profit or loss and comprehensive
income
2025
2024
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Continuing operations
Revenue
12
Revenue
Other expenses
13
Operating loss
-982
-893
Finance costs
14
-6
-11
Loss
-988
-904
Loss before taxation
-988
-904
Income tax
Loss after taxation from continuing
operations
-988
-904
Total comprehensive loss
attributable to the owners of the
company
-988
-904
Earnings per share (in € per Share)
Earnings per share
-0,008
-0,011
Diluted earnings per share
-0,008
-0,011
The notes on pages 26 to 53 are an integral part of these consolidated financial statements.
24
Consolidated statement of changes in equity for the year 2025
Issued
share
capital
Share
premium
Other
reserves
Total
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Balance at 1 January 2025
-20.168
Transactions with the owners of the company
— Issued for settlement of debt
8
— Issued as share based payments
8
— Issued shares in portfolio
16
— Share based payments expense for the year
16
Result of the year 2025
-988 -988
Balance at 31 December 2025:
--21.156
-38
Balance at 1 January 2024
-19.689
Transactions with the owners of the company
— Issued shares in portfolio
8
— Issued and converted loans
8
— Issued shares related to share based payments
16
– Share based payments expense for the year
16
Result of the year 2024
-904 -904
Balance at 31 December 2024:
-20.168
The notes on pages 26 to 53 are an integral part of these consolidated financial statements.
25
Consolidated statement of cash flows for the year 2025
2025
2024
Restated*
€ 1,000
€ 1,000
Cash flows from operating activities
Loss for the period
-988
-904
Adjusted for:
- Depreciation of fixed assets
- Impairment of receivables
- Equity settled share-based payments
- Interest expenses
- Other expenses
-687
-391
Changes in:
— Other receivables
-146
— Other payables*
Cash generated from operating activities
-612
-105
Interest paid
-1
Net cash from operating activities
-612
-106
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
-437
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December 2025
* = Included in this movement are other payables (amounting to € 282 thousand) which are settled through issuance
of shares.
The notes on pages 26 to 53 are an integral part of these consolidated financial statements.
26
Notes to the consolidated financial statements for the year 2025
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 2025, which ended at the balance sheet date of 31
December 2025.
27
28
29
30
31
32
33
34
35
36
4 Tangible fixed assets
Movement schedule tangible assets
€ 1,000
€ 1,000
Tangible fixed
assets
Other assets
Total Fixed
Assets
Balance as of 01 January 2025:
Purchase value
8.5
8.5
Cumulative depreciation
0.5
0.5
Book value
8
8
Changes 2025:
Investments
0
0
Depreciation
-2
-2
Total changes
-2
-2
Balance as of 31 December 2025:
Purchase value
8.5
8.5
Cumulative depreciation
-2.5
-2.5
Book value
6
6
Other assets consist out of ICT hardware.
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
Document classification: FINAL
Separate financial statements
— Separate statement of financial position as of 31 December
— Separate statement of profit or loss
— Notes to the separate financial statements
55
Document classification: FINAL
Separate statement of financial position as of 31 December
(Before appropriation of result)
2025
2024
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Fixed assets
Tangible fixed assets
24
6
8
Total fixed assets
6
8
Current assets
Other receivables
26
17
-
Current accounts
26
129
Cash and cash equivalents
27
64
501
Total current assets
210
501
Total assets
216
509
Shareholders’ equity
28
Issued share capital
4.881
3.535
Share premium
16.237
16.833
Other reserves
-21.156
-20.168
Total equity
-38
200
Non-current liabilities
29
-
-
Current liabilities
30
254
309
Total equity and liabilities
216
509
The notes on pages 57 to 62 are an integral part of these separate financial statements.
56
Document classification: FINAL
Separate statement of profit or loss
2025
2024
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Continuing operations
Revenue
32
-
-
Revenue
-
-
Other expenses
33
982
893
Operating loss
-982
-893
Interest and similar charges
34
-6
-11
Loss
-988
-904
Loss before taxation
-988
-904
Income tax
35
-
-
Loss after taxation from continuing
operations
-988
-904
Total comprehensive loss
attributable to the owners of the
company
-988
-904
The notes on pages 57 to 62 are an integral part of these separate financial statements.
57
Document classification: FINAL
Notes to the separate financial statements for the year 2025
22 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.
23 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
58
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.
24 Tangible fixed assets
Reference is made to note 4 of the consolidated financial statements.
25 Financial fixed assets
2025
2024
€ 1,000
€ 1,000
Investment in subsidiaries
-
-
-
-
List of subsidiaries
Set out below is a list of the subsidiaries of the Group during 2024 and 2025.
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
59
Document classification: FINAL
Valuation of subsidiaries
2025
2024
€ 1,000
€ 1,000
Energy Synergie B.V.
-
-
New Green Investments B.V.
-
-
Nw Surcs Holding B.V.
-
-
Nw Surcs Holding I B.V.
-
-
-
-
All four wholly owned subsidiaries Energy Synergie B.V., New Green Investments B.V.
, Nw Surcs
Holding B.V. and Nw Surcs Holding I B.V.
have been dormant and have been valued at nil both in
2024 and 2025.
26 Other receivables and current accounts
2025
2024
€ 1,000
€ 1,000
Other receivables
17
-
Current accounts
129
146
-
In the notes to the consolidated financial statements information is included about the Group’s
other receivables (note 6).
Other receivables primarily consist of prepayments that will be recognised as expenses in
subsequent periods.
27 Cash and cash equivalents
2025
2024
€ 1,000
€ 1,000
Bank accounts
64
501
64
501
In the notes to the consolidated financial statements information is included about the Group’s
cash and cash equivalents (note 7).
60
Document classification: FINAL
28 Shareholders’ equity
Reference is made to note 8 to the equity note in the consolidated financial statements.
29 Non-current liabilities
In the notes to the consolidated financial statements information is included about the Group’s
loans and borrowings (note 9).
30 Current liabilities
2025
2024
€ 1,000
€ 1,000
Tax (VAT)
11
27
Other payables, suppliers and trade creditors
72
98
Director current account L.A. Vereecken
171
93
Shareholders
-
91
254
309
In the notes to the consolidated financial statements information is included about the Group’s
current liabilities (note 10).
31 Financial instruments
In the notes to the consolidated financial statements information is included about the Group’s
financial instruments (note 11).
32 Net turnover
The Company did not generate any net turnover in 2024 and 2025.
61
Document classification: FINAL
33 General and administrative expenses
2025
2024
€ 1,000
€ 1,000
Auditor expenses
153
54
Office expenses
18
11
Sales expenses
11
38
External advisors’ expenses
207
91
Management fees
324
458
Directors’ fees
90
94
Travel expenses
69
-
Listing expenses
79
78
ICT expenses
29
22
Depreciation costs
2
-
Other expenses
-
47
General and administrative expenses
982
893
In the notes to the consolidated financial statements information is included about the Group’s
general and administrative expenses (note 13).
34 Interest expenses and similar charges
2025
2024
€ 1,000
€ 1,000
Convertible loans
6
10
6
10
35 Tax on result
2025
2024
€ 1,000
€ 1,000
Tax benefit for current financial year
-
-
Income tax benefit
-
-
In the notes to the consolidated financial statements information is included about the Group’s
tax on result (note 15).
62
Document classification: FINAL
36 Workforce
The average number of full-time employees (FTE), all in the Netherlands, employed by the
Company was 1,8 (2024: 1,8) split by the following categories:
2025
2024
Management team
1,6
1,6
Financial administration
0,2
0,2
1,8
1,8
37 Subsequent events
Reference is made to note 21 to the subsequent event note in the consolidated financial
statements.
Amsterdam, 24 April 2026
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
63
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 2025 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 2025 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 December 2025 and 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 2025 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:
• the consolidated statement of financial position as at 31 December 2025;
• the following consolidated statements for the year 2025: the profit or loss and comprehensive income,
changes in equity and cash flows; and
• the notes comprising material accounting policy information and other explanatory information.
The separate financial statements comprise:
• the separate statement of financial position as at 31 December 2025;
• the separate statement of profit or loss for the year 2025; and
• 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 was 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 on the ability of management to successfully obtaining
funding for the future cash-need of the Company. This condition indicates the existence of a material
uncertainty that 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 considered whether the Board of Directors’ assessment of the going concern risks contains all
relevant indicators that could identify going concern risks of which we are aware as a result of our audit;
we evaluated the plausibility of assumptions relating to the forecasted available future cash flows from
operating, financing and investment activities;
we inquired the Board of Directors and inspected documents supporting that continuity is possible, such
as correspondence with potential investors and other relevant parties;
we evaluated other possible mitigating measures and considered the viability of the business to
determine that there is no situation of inevitable discontinuity;
in making our assessment we consulted with professionals with specific knowledge and experience in
auditing going concern assessments; and
we evaluated the appropriateness of the disclosure on page 26 of the financial statements against the
findings of our procedures on the Board of Directors’ going concern assessment and the reporting
framework requirements;
We consider the 'Going concern' section in the notes of the financial statements to be adequate and
emphasize that the going concern of the Company is strongly dependent on successfully obtaining funding
for the future cash-need of the Company. Other mitigating measures, as disclosed by the Board of
Directors of which feasibility is also uncertain, could be required to avoid possible discontinuity.
Information in support of our opinion
Summary
Materiality
Materiality of EUR 10 thousand
1% of expected total expenses
Group audit
Performed substantive procedures for 100% of total assets
Performed substantive procedures for 100% of expenses
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’.
Key audit matter
Accounting treatment of raised capital through debt conversion, and board remuneration, settled in
shares.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole
at EUR 10 thousand (2024: EUR 10 thousand). The materiality is determined with reference to expected
total expenses (1% thereof, 2024: 1%). We consider total expenses as the most appropriate benchmark
because of the start-up nature of the Company 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 450
(2024: 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 group, 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 over 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 and those charged with governance. We have also incorporated elements of unpredictability
in our audit, such as performing additional procedures linked to going concern and the potential investments.
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 risks that are
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 apply 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 matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit 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.
Accounting treatment of raised capital through debt conversion, and board remuneration, settled
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 2025, 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 note 16.
As these arrangements 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 of 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.
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 and ESEF
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 and have operated as statutory auditor ever since
that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audits of public-interest entities.
European Single Electronic Format (ESEF)
The Company has prepared its annual report in ESEF. The requirements for this are set out in the Delegated
Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single
electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the financial statements of the
Company, has been prepared in all material respects in accordance with the RTS on ESEF. The Board of
Directors is responsible for preparing the annual financial report, including the financial statements, in
accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual financial report
complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including
Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van
een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for
digital reporting). Our examination included amongst others:
Obtaining an understanding of the entity's financial reporting process, including the preparation of the
annual financial report in XHTML- format;
Identifying and assessing the risks that the annual report does not comply in all material respects with
the RTS on ESEF and designing and performing further assurance procedures responsive to those risks
to provide a basis for our opinion, including examining whether the annual financial report in XHTML-
format is in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of 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 appendix
of this auditor's report. This description forms part of our auditor’s report.
Rotterdam, 24 April 2026
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 Director’s use of the going concern basis of
accounting, and based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern;
evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; 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.