XAMS:NSE ESEF Annual Report
New Sources Energy N.V. (XAMS:NSE)
ESEF Annual Report
2024-07-01
For: 2023-12-31
View Original
Added on
September 23, 2026
New Sources Energy N.V.
Annual report 2023
UNAUDITED
ENERGISING THE FUTURE
Apollolaan 151
1077AR Amsterdam
the Netherlands
www.newsourcesenergy.com
28 June 2024
This report contains 62 pages
© 2024 New Energy Sources N.V., a Dutch publicly listed company on Euronext Amsterdam.
All rights reserved.
Document classification:
FINAL
Contents
Annual report for the year ended 31 December 2023
Management report 2
Chairman’s report 13
Directors’ renumeration report 14
Directors’ statement 15
Financial statements
Consolidated financial statements 18
Consolidated statement of financial position as at 31 December 2023 19
Consolidated statement of profit or loss for the year 2023 20
Consolidated statement of changes in equity for the year 2023 21
Consolidated statement of cash flows for the year 2023 22
Notes to the consolidated financial statements for the year 2023 23
Separate financial statements 47
Separate statement of financial position as at 31 December 2023 48
Separate statement of profit and lossfor the year 2023 49
Notes to the separate financial statementsfor the year 2023 50
Other information 58
Financial audit 58
New Sources Energy N.V.
Document classification: FINAL
1
Annual report 2023
Dear shareholder,
Herewith we present New Sources Energy N.V.’s annual report 2023.
After a thorough reorganisation during the financial year of 2023, we are now in position for
initiating new business activities in 2024.
New Sources Energy N.V. has a climate mission and is the only listed company on the Euronext
Amsterdam exclusively focussing on investing in energy transition assets.
We are optimistic about the rich deal environment being presented by the global energy
transition towards net-zero. Specifically, the set of energy transition opportunities in the
Netherlands looks ever more compelling. NSE’s team and its partners have a broad and deep
engagement with high-quality leaders in industry and at the technical universities and have
calibrated their focus on real businesses providing scalable renewable energy solutions.
Our investment team focuses on high growth companies, prioritising companies which, besides
positive climate impact, foster both cash flow as well as long term growth potential. In 2024 we
will make our best efforts to engage with these investment opportunities and conclude
transactions to acquire valuable energy transition assets in order to position ourselves on a path
of growth.
Drs L.A. Vereecken BSc.MSc.RA CFE
Chief Executive Officer
New Sources Energy N.V.
Document classification: FINAL
2
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 2023.
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
).
— During 2023 the organisation was thoroughly reorganised. All past business activities and business
relationships were ended in order to start again as a clean slate investment company.
— 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 assets.
— NSE’s strategic investment focus is to acquire and develop renewable energy assets that are impact &
value drivers in the global energy transition towards decarbonisation.
— NSE’s goal is to become a leading renewable asset owner.
— NSE has two wholly owned subsidiaries: New Green Investments B.V. and Energy Synergie B.V. Both
Dutch limited liability companies are ultimately controlled by the Company and have been dormant
during the financial year of 2023.
— NSE has a one-tier management structure, consisting of 3 non-executive directors and 1 executive
director.
— During 2023 NSE had no staff or personnel and engaged board members and external advisors 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 investments in energy transition assets and technologies 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.
Geographically NSE focuses on in investment is the EU and specifically the Netherlands.
New Sources Energy N.V.
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Financial information
— During 2023 the Company did not have activities and generated no revenues.
— During 2023 the Company did not have fixed assets or intellectual property rights.
— There are no significant events after the balance sheet date.
— During 2023 the shareholders’ equity increased with € 286 thousand to € 92 thousand. The company’s
working capital grew with € 207 thousand to the same € 92 thousand, since there were no bonds or
subordinated loans outstanding.
— The negative result after taxes for the financial year of 2023 amounted to € 418 thousand and was
added to the negative other reserves.
— At the year-end of 2023, the total accumulated losses had amassed to € 1.614 thousand. Considerable
tax loss carry forward exist that have not been valued.
— NSE is reporting as an investment entity under IFRS. Its two wholly owned subsidiaries both have been
valued at nil.
Significant risks and uncertainties
— The Board is responsible for maintaining effective risk management and regularly reviews the
Company’s internal financial, compliance and operational processes and controls to ensure these are
operating properly and will make recommendations as appropriate. The Company's risk management
objectives and policies have been reviewed to take account of the Company’s current situation and
activities and ensure that appropriate risk mitigation measures are implemented to avoid or mitigate
risks whilst facilitating the Company’s strategic and commercial objectives. In the year ended 31
December 2023, no material issues have been identified in the Company’s risk management policies
and controls.
— In accordance with Best Practice Provision 1.4.3. of the Dutch Corporate Governance Code (the
“
Code
”), the Company’s Board of Directors is of the opinion that to the best of its knowledge:
- the annual report provides sufficient insights into any failings in the effectiveness of the internal
risk management and control systems;
- the aforementioned systems provide reasonable assurance that the financial reporting does not
contain any material inaccuracies;
- based on the current state of affairs of the Company, it is justified that the financial reporting is
prepared on a going concern basis; and
- the annual report states those material risks and uncertainties that are relevant to the
expectation of the Company’s continuity for the period of twelve months after the preparation
of the annual report.
— Below is a summary of key risk 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
New Sources Energy N.V.
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2
Company’s business, financial condition and prospects, and the attention that management would, on
the basis of current expectations, have to devote to these risks if they were to materialise.
— Although the Company believes that the risk and uncertainties described below are the material risks
and uncertainties concerning the Company, they are not the only risks and uncertainties relating to the
Company. Other risks, events, facts, facts or circumstances not presently known to the Company, or
that the Company currently deems to be immaterial could, individually or cumulatively, prove to be
important and may have a signific ant negative impact on the Company’s business, financial conditions,
results of operations and prospects.
— The following strategic risks are identified by the Company, including its measures:
- The risk of not completing an acquisition or investment transaction. The Company has identified
more than 10 investment opportunities and has engaged in detailed discussions / negotiations
with several of these parties The Company believes that it is possible to enter into one or more
transactions with these parties in 2024.
- The risk of not finding sufficient suitable investment partners may materially negatively impact
the Company’s operations and profitability. The Company has identified renewable energy
investment partners and believes that the Company’s investment and business objectives, both
financial as non-financial, are aligned with these partners so that creating long-term shareholder
value in collaboration is reasonable assured.
— The following operational risks are identified by the Company, including its measures:
- The risk of being dependent on a small group of individuals. The Company has a one-tier board,
which comprises of highly experience professionals with complementary skillsets and expertise.
All of the directors have a duty to the Company to properly perform the duties assigned to each
member and to act in the Company’s corporate interest. This is further mitigated by
comprehensive corporate governance procedures and controls. In case operations increase
management will revisit its governance structure to ensure that this remains appropriate in the
circumstance.
- The risk of starting up new operations. As a result of its reorganisation, NSE has created a clean
slate and a fresh start, however there are no operations yet. Neither does it have a track record
as an investment company in renewable energy assets to look back upon. The Company has
skilled directors 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 is implementing a Zero Trust model,
continuous employee training, regular security audits, and effective response plans for breaches.
— The following financial and legal risks are identified by the Company, including its measures:
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3
- The risk of not having sufficient budget. The Company’s expenses for the period to date have
been low and are not expected to substantially exceed the budgeted expenses before the first
investment transaction has been realised. The directors and its partners have been willing to
convert their fees into shares stressing their commitment to be invested in the future of the
Company. The Company also has the ability to place convertible bonds or emit shares to raise
additional capital in the event that the budget is substantially exceeded. As part of future
transactions financing will be secured separately.
- The risk of not being in compliance with EU laws and IFRS. Although this report follows IFRS,
NSE’s financial accounts of 2023 have not been audited by an external auditor. Ever since 2017
the Company has failed to have its annual financial accounts audited by an external auditor. As
a direct consequence, Euronext gave formal notice to NSE it could lose its listing at the Euronext
Amsterdam in 2024. On 14 December 2023 the Company appointed KPMG Accountants N.V. to
audit the financial accounts of 2024 and therewith safeguarded its listing at the Euronext
Amsterdam.
- The risk of not being in compliance with other laws and regulations. The Company is obliged to
comply with all other Dutch and EU legislation, including MAR and the Dutch Corporate
Governance Code. The Company has implemented robust policies and procedures and works
closely with its experienced legal and financial advisors to ensure compliance of all applicable
laws and regulations.
- The risk of third-party claims. The Company is not party to any claims by third parties but maybe
in the future. There are no substantiated third-party claims, and the Company does not currently
expect any such claims in the near future given its recent past and the current status of not
having activities. 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 2023:
-
Working Capital
(current assets -/- current liabilities) = € 92 thousand
-
Current ratio
(current assets / current liabilities) = 3,1
-
Debt to equity ratio
(total liabilities / shareholder equity) = 0,2
Other financial performance indicators are deemed not to be relevant since the Company had no
operations and did not generate revenues in 2023.
Personnel-related information
— Although NSE does not currently have any personnel, the Company recognises the benefits of having
a diverse board and workforce as an important element in maintaining a competitive advantage and
strives to meet a balanced male/female ratio. NSE’s diversity policy includes, and makes use of,
differences in the background, gender, geographical and industry experience, skills and other
distinctions between people. All appointments are made on merit, in the context of the diversity,
experience, independence, knowledge and skills the Company as a whole requires to be effective.
New Sources Energy N.V.
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4
Information regarding financial instruments
— At NSE’s Annual General Meeting of Shareholders (the “
AGM
”) on 17 January 2023 the AGM agreed
to two financial instruments:
- Convertible bonds - The placement and conversion of one or more convertible bonds for a total
of € 1,2 million for strengthening the Company’s working capital and to realise its investment
plans. During 2023 three convertible bonds have been issued and converted for in total € 150
thousand. At 31 December 2023 there were no convertible bonds outstanding.
- Warrants - The granting of 24 million unlisted warrants issuable until 17 July 2024, i.e. latest 18
months after approval by the AGM. At 31 December 2023 no warrants had been issued.
Information regarding social aspects of the business
— NSE is considering B Corporation (or “
B Corp
”) certification in 2025. A certified B Corp is a for-profit
cooperation certified by non-profit B Lab for its social impact. A certified B Corp is a company that has
voluntarily met the highest standards for social and environmental performance. These standards are
intentionally set high and are meant to recognize leading companies. The standards are developed
independently and cover a company’s impact in key areas, including governance, workers, community,
environment, and customers. There are over 6 thousand certified B Corps in 80 countries across 153
different industries.
— Unlike the traditional corporation that gives priority only to financial profitability, B Corps actually look
at the triple bottom line and use the power of business to address social and environmental problems.
— In 2025 NSE will assess and make the final decision for the B Corp status, because the amount of time
to complete the certification process hinges heavily on the Company already having the automated
information system in place to measure its social and environmental impact. It is expected that the
Company will be sufficient prepared for this additional certification work.
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 and policies need to be regularly reviewed, and
as appropriate, updated. The policies and procedures currently in place will be published on the
Company’s soon to be released new website and include a Code of Conduct, Board Rules, Audit
Committee Rules, Whistleblowing Policy, Diversity Policy, Insider Trading Policy, Related Party
Transactions Policy, Renumeration Policy and Bilateral Contact Policy.
New Sources Energy N.V.
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Deviations from the Dutch Corporate Governance Code
— Given NSE’s current size, the fact there are not yet any activities but also from a cost consideration
point of view, the Company intends to tailor its compliance with the Code to the situation after the
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.
- External Auditor - The Company did not yet have an external auditor in 2023.
- Internal Audit Committee - The Company has not yet appointed an (internal) audit committee.
- Other Committees - The Company has not yet appointed an investment committee, a disclosure
committee, or a renumeration committee.
- Secretary to the Board - No secretary to the board has been appointed. Until the Company has
made its first investments, the board has no need for a secretary to the board given the
Company’s limited activities.
General details of the board of directors
— NSE maintains a one-tier board which is composed of executive directors and non-executive
directors. The board currently consists of one executive director and three non-executive directors.
All directors reside in the Netherlands. Mrs. Annemieke Dirkes qualifies as independent in accordance
with the Code. Directors are appointed for a period of four years. At year-end the board of directors
consist of the following members:
- Mrs. A.M. Dirkes - Non-executive director
- Mr J.D. Kleyn - Non-executive director (Chairman)
- Mr. A.M. Mirck - Non-executive director
- Drs L.A. Vereecken RA - 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, 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 progres-
sion 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.
New Sources Energy N.V.
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— 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 2023 New Sources Energy had no vacancies for an (internal) audit committee, a disclosure
committee, a renumeration committee, an investment committee, or a company secretary.
Personal details of the board of directors
—
Mrs. A.M. Dirkes
Independent Non-Executive Director
(1961, Dutch national)
Annemieke embarked on her professional journey with managing software companies. After which
she became an entrepreneur, serving as an independent consultant and advisor specialising in
executive search for c-suite positions, catering to diverse sectors. Annemieke is a versatile
entrepreneur, proficient moderator, and popular speaker. With her experience and background, she
is frequently asked to act as a boardroom consultant and advisor. Annemieke studied law in the
Netherlands and has worked in the EU, the USA, the Middle-East and Asia.
—
Mr J.D. Kleyn
Chairman, Non-Executive Director
(1949, Dutch national)
Johan is a major shareholder and a leading specialist in public and private takeovers, both in
negotiated and contested transactions, corporate litigation and boardroom counselling, and has been
the leading counsel in a number of well-known takeover battles. He advised more than 20 IPOs and
gained a reputation as an experienced (anti-)takeover expert. Mr. Kleyn studied law in Utrecht,
London and New York. He is a member of the Amsterdam Bar and practises law in Amsterdam. He is
one of the co-founding partners of Allen & Overy Amsterdam and of Jones Day Amsterdam. Currently
he is senior counsel at GreenbergTraurig Amsterdam. He is a trusted advisor for investors in the
sustainable sector and he is a board member of listed and non-listed companies. He has worked in
the EU, the USA 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
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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 BZW and EY and has worked in the EU, the USA, the
Middle East, India and Asia.
Board resignations
— During 2023 the following directors resigned:
- On 17 January 2023 Mr. L.D. Witte resigned as non-executive director for ending his term.
- On 1 August 2023 Mrs. E. Hermans resigned as non-executive director for business reasons.
- On 20 November 2023 Mr. F. Mouthaan resigned as non-executive director for age reasons.
Board retirements
— The retirement schedule of the current board of directors is as follows:
Name: Appointment: Appointed for:
- Mrs. A.M. Dirkes 2023 4 years
- Mr J.D. Kleyn 2023 4 years
- Mr. A.M. Mirck 2017 8 years (once extended)
- Drs L.A. Vereecken 2023 4 years
Limitation on supervisory positions
— The Dutch law restricts the number of non-executive or supervisory director positions persons can
hold on the boards of certain large Dutch companies. The Company does not currently qualify as a
large company under these provisions.
Board meeting attendance
— The Board of Directors meets 10 times during the year with a meeting each month, except for the
months of July and August.
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Committees of the board
— The board may decide to install committees whenever it deems appropriate.
— The board intends to install the following committees in 2024:
- Investment committee - comprises executive and/or non-executive directors, together with one
or more expert advisors. Its remit is to screen investment opportunities in line with the Company’s
investment strategy.
- 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.
— The board intends to install the following committee after 2024:
- Audit committee - comprises non-executive directors and meets whenever deemed necessary,
but not less than twice per year. Separate by-laws governing the audit committee will be prepared.
- Renumeration committee – comprises executive and non-executive directors and meets
whenever deemed necessary, but not less than once per year. Separate by-laws governing the
Renumeration Committee will be adopted.
Corporate Sustainability Reporting
— NSE adheres voluntarily to 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 assets and supporting technologies.
— CSRD became effective as of 1 January 2024. However NSE is subject to the CSRD as a micro-enterprise
from 2026 onwards. The Company is in the process of setting up an ERP system in order to secure that
it will be fully CSRD complaint in 2025.
EU taxonomy
— The EU taxonomy regulation and the Sustainable Finance Disclosure Regulation (SFDR) sprouted from
the EU’s Green Deal. Logically, since the Company exclusively invests in renewable energy initiatives
and its support systems, NSE’s key goals are fully aligned with both regulations and its environmental
objectives. As a result, sustainability is an integral component of NSE’s risk management. NSE’s
economic activities directly contribute to climate change mitigation and adaptation but also to the
sustainable use and protection of water and marine resources. NSE does not violate any of the
remaining 3 environmental objectives.
— Since the EU taxonomy regulation provides a framework for the concept of sustainability, exactly
defining when a company or enterprise is operating sustainably or environmentally friendly so that
environmentally friendly business practices and technologies are promoted and rewarded. NSE,
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9
compared to its competitors, will stand out positively and by doing so expects to benefit from higher
investments against better conditions.
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;
- Directors are not required to commit their full time to the Company’s affairs. They may allocate
their time to other businesses because they might have an interest therein, leading to potential
conflicts of interest in their determination as to how much time to devote to the Company’s
affairs (and indirectly the shareholders), which could have a negative impact on the Company’s
success. As a consequence, the effective return for Shareholders may be lower or non-existent;
- One or more of the directors may negotiate employment or a consultancy arrangement with a
target business in connection with a particular investment. Such negotiations would take place
simultaneously with the negotiation of an investment and may provide for them to receive
compensation following such an investment. This may cause them to have conflicts of interest
in determining whether a particular proposed investment is the most advantageous for the
Company and thereby the shareholders, as the personal and financial interests of such directors
may influence their decisions in identifying and selecting a target business; and
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- 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 82.858.811 common shares outstanding as at 31 December 2023, an increase
of 23.107.745 common shares from the 59.751.066 common shares outstanding as at 1 January 2023.
During 2023 new common shares were issued as a direct result of convertible bonds, subordinated
loans and director fees that were converted into commons shares in support of the Company’s
reorganisation.
— 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 preference shares outstanding on 31 December 2023. NSE has the possibility to issue
preference shares which may be issued in case of a future capital raise, to finance acquisitions or
anticipating a hostile takeover.
— In accordance with the Articles, issuance of shares is made pursuant to a resolution of the AGM.
Issuance of shares is made pursuant to a resolution of the board, if and to the extent designated for
that purpose by the AGM. This designation may each time be separated for no longer than five years
and each time for no longer than five years. The designation must specify the aggregate nominal
amount for which shares may be issued pursuant to a resolution of the board. A resolution to designate
will also determine the number of shares of each kind that may be issued. A resolution of the AGM
designating the board as the corporate body authorized to issue shares may only be revoked upon
proposal by the board, unless otherwise provided.
New Sources Energy N.V.
Document classification: FINAL
11
— 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 charged 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 2023
there are 6 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:
- G. Töth 19,5%
- L.A. Vereecken 7,1%
- H. Kamsteeg 6,2%
- A.M. Mirck 5,0%
- J.D. Kleyn 4,7%
- G.M. Huis in ’t Veld 3,5%
— 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.
Outlook
— The International Energy Agency describes an energy system 6 years from now, in which clean
technologies play a significantly greater role than today. This includes for example, renewables’ share
of the global electricity mix nearing 50% and three times as much investment going into new offshore
wind projects than into new coal- and gas-fired power plants. Investment in clean energy reached a
record US$ 1,6 trillion in 2022, an increase of almost 15% from 2021, demonstrating continued
confidence in energy transitions.
— The International Energy Agency outlined in their latest update report Tracking Clean Energy
Progress1: “Clean energy deployment is occurring faster in some parts of the energy system, where
costs have fallen and technologies are already relatively mature. Meanwhile, rapid innovation is still
1
See https://www.iea.org/reports/tracking-clean-energy-progress-2023
New Sources Energy N.V.
Document classification: FINAL
12
needed to bring to market clean technologies for parts of the energy system where emissions are
harder to tackle, such as heavy industry and long-distance transport. Positive steps on innovation
have been made in the past few years, but a further acceleration is needed to soon bring to market
more low-emissions technologies for these areas.”
— NSE invests in 6 renewable energy asset categories: 1) biomass energy, 2) geothermal energy, 3)
hydropower energy, solar energy, wind energy, and 6) renewable energy support solutions.
— in 2024, NSE, supported by its technology and financing partners, started actively pursuing attractive
business opportunities and soon identified and initiated exploratory talks with potential investment
targets with promising new technologies that are accelerating renewable energy production and
supporting the green energy transition. NSE focuses currently on biomass, hydrogen and digital
support systems targets in the EU and particularly the Netherlands.
— For its operations NSE has chosen for an automation strategy that focuses on performing high value
tasks and maximising business value of its investments. A future-proof ERP system has been selected
which implementation in 2024/2025 will ensure not only maximum operational efficiency and
flexibility, but also optimal compliance in reporting.
Amsterdam, 26 April 2024
Drs L.A. Vereecken RA
Chief Executive Officer
New Sources Energy N.V.
New Sources Energy N.V.
13
Document classification: FINAL
Chairman’s report
While there were many international challenges to improve energy security and tackle
emissions, it is encouraging to observe that climate transition investments surged to a new
record in 2023. The IEA reported that we are on track to see all fossil fuels peak before 2030,
and against this complex backdrop, the emergence of a new clean energy economy provides
hope for the way forward. However, it remains key to find and finance low-emissions ways to
meet rising energy demand in the developed and especially developing economies.
After a successful reorganisation in 2023, New Sources Energy N.V. started the new year in a
promising position with an array of attractive potential opportunities that could be steered to
successful transactions. Currently, our board and its advisors continue to work through all of the
potential renewable energy opportunities. The Company’s chances of concluding a successful
transaction are only a function of time.
Our board is extremely hopeful that the global investor community continues to find the
confidence and conviction to sustain energy transition investments at the levels needed to
secure net-zero, with all the environmental, social and economic benefits that would bring.
Mr J.D. Kleyn
Chairman
New Sources Energy N.V.
14
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 renumeration policy is in line with the market.
— The remuneration policy is set by the board of directors. Given the Company’s status and history the
directors received a limited renumeration in the past in respect to the time spent and the risks involved
in reorganising the Company and assuring its continuity.
— The AGM of 17 January 2023 agreed the following renumerations: € 12.500 per annum for the non-
executive directors, € 22.500 per annum for the chairman of the board, and € 100.000 per annum for
the executive-director.
— The AGM of 14 December 2023 agreed the following rises in renumeration: € 35.000 per annum for
the non-executive directors and € 54.000 per annum for the chairman of the board. The executive-
director’s renumeration remained unchanged.
— As the Company became emerged in a thorough reorganisation and clean-up during 2023 and
considerable additional work needed to be done, the fixed remuneration for the CEO was
supplemented by a performance-based remuneration in shares, dependent on a set of milestones
realised by the Company. At year-end the CEO was awarded 3.000.000 common for securing the
continued listing at Euronext and ensuring continuity for the Company. Severance payments for the
CEO will comply with the Code and therefore will not exceed once the annual salary.
— The fixed numeration for the chairman of the board was set at € 54.000 per annum. The performance-
based part of the remuneration of the chairman is in shares, dependent on a set of milestones realised
by the Company. The chairman of the board was awarded 3.000.000 common shares for securing the
continued listing at Euronext and ensuring continuity for the Company.
— There was no performance-based remuneration for the other two non-executive directors.
— The table below shows the remuneration paid to the directors in the financial year of 2023.
Name Position Paid in 2023
Mr G.J. Houweling Resigned € 24.750
Mr. L.D. Witte Resigned € 24.750
Mr. F. Mouthaan Resigned € 58.290
Mrs. A.D. Dirkes Non-executive director € 6.904
Mr J.D. Kleyn Non-executive director (Chairman) € 27.863
Mr. A.D. Mirck Non-Executive director € 41.757
Drs L.A. Vereecken RA Executive director (CEO) € 33.425
The fixed fees over 2023 have not been paid out in cash but have all been converted into common
shares at year-end, except for the fees of Mrs. Dirkes, who remains a creditor to the Company.
Messrs. Kleyn and Vereecken were both entitled to a performance-based bonus of 3.000.000 common
shares, which were granted in 2023.
New Sources Energy N.V.
15
Document classification: FINAL
Directors’ statement
The directors are responsible for preparing the Company’s annual report. The Company’s annual report
comprises the management report and the financial statements. The directors are responsible for
preparing the annual report in accordance with applicable law and regulations. The directors are required
by law to prepare the annual report for each financial year. The directors have prepared the annual report
in accordance with International Financial Reporting Standards (“
IFRS
”) as adopted by the European Union
and the relevant provisions of the Dutch Civil Code. The directors must not approve the annual report
unless they are satisfied that it gives a true and fair view of the state of affairs of the Company and of the
profit or loss of the Company for that period. In preparing the annual report, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable IFRS as adopted by the European Union and the relevant provisions of the
Dutch Civil Code have been followed, subject to any material departures disclosed and explained in the
Annual Report; and
- prepare the annual report on the going concern basis, unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose, with reasonable accuracy at any time, the financial
position of the Company and enable them to ensure that the annual report complies with applicable law.
The directors have assessed whether the risk assessment executed showed any material failings in the
effectiveness of the Company’s internal risk management and control systems. Though such systems are
designed to manage and control risks, they can provide reasonable, but not absolute, assurance against
material misstatements. Based on this assessment, to the best of our knowledge and belief, no material
failings of the effectiveness of the Company’s internal risk management and control systems occurred, and
the internal risk and control systems provides reasonable assurance that the 2023 financial statements do
not contain any errors of material importance.
With reference to section 5.25c paragraph 2c of the Dutch Act on Supervision, each of the Directors, whose
names and functions are listed in the Board of Directors section, confirm that, to the best of their
knowledge:
- the Company’s financial statements which have been prepared in accordance with IFRS as adopted by
the European Union and the relevant provisions of the Dutch Civil Code, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company;
- the Management Report gives a true and fair view on the situation on the balance sheet date, the
development and performance of the business and the position of the Company of which the financial
information is included in the Management Report and includes a description of the principal risks and
uncertainties that the Company faces; and
- having taken all matters considered by the board and brought to the attention of the board during the
financial year into account, the directors consider that the annual report, taken as a whole is fair,
balanced and understandable. The directors believe that the disclosures set out in the annual report
provide the information necessary for shareholders to assess the Company’s position and,
performance.
New Sources Energy N.V.
16
Document classification: FINAL
After conducting a review of management analysis, the directors have reasonable expectation that the
Company has adequate resources to continue in operational existence for the foreseeable future. For this
reason, the directors consider it appropriate to adopt the going-concern basis in preparing the annual
report.
Signed on behalf of the board of directors of New Sources Energy on 26 April 2024 by:
____________________________
Drs L.A. Vereecken RA
Chief Executive Officer
New Sources Energy N.V.
17
Document classification: FINAL
Financial statements
— Consolidated financial statements
— Separate financial statements
New Sources Energy N.V.
18
Document classification: FINAL
Consolidated financial statements
— Consolidated statement of financial position as at 31 December 2023
— Consolidated statement of profit or loss for the year 2023
— Consolidated statement of changes in equity for the year 2023
— Consolidated statement of cash flows for the year 2023
— Notes to the consolidated financial statements
New Sources Energy N.V.
19
Document classification: FINAL
Consolidated statement of financial position as at 31 December 2023
(Before profit appropriation)
31 December
2023
31 December
2022
Note
€ 1,000
€ 1,000
Assets
Subsidiaries
4
Deferred tax assets
5
Non-current assets
Other receivables
6
Cash and cash equivalents
7
Current assets
Total assets
31 December
2023
31 December
2022
€ 1,000
€ 1,000
Equity
8
Share capital
Share premium
Statutory reserves
-19.271
-19.178
Retained earnings
-418
-92
Total equity attributable to the owners of
the company
-193
Non-controlling interest
Total equity
-193
Non-current Liabilities
Loans and borrowings
9
Total non-current Liabilities
Current Liabilities
Other payables
10
Total current liabilities
Total liabilities
Total equity and liabilities
The notes on pages 23 to 46 are an integral part of these consolidated financial statements.
New Sources Energy N.V.
20
Document classification: FINAL
Consolidated statement profit & loss for the year 2023
2023
2022
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Continuing operations
Revenue
12
Revenue
Other expenses
13
Operating loss
-413
-87
Finance costs
14
-5
-5
Loss before taxation
-418
-92
Income tax
Loss after taxation from
continuing operations
-418
-92
Total comprehensive loss
attributable to the owners of the
company
-418
-92
The notes on pages 23 to 46 are an integral part of these consolidated financial statements.
New Sources Energy N.V.
21
Consolidated statement of changes in equity for the year 2023
Issued
share
capital
Share
premium
Reserves
required by
the Articles
of
Association
Undistribut
ed
result
Total
Note
€
1,000
€
1,000
€
1,000
€
1,000
€
1,000
Balance at 1 January 2023 (previously reported)
-19.178
-92
-193
Transactions with the owners of the company
— Issued shares shareholder loans
1
-6
— Issued and converted bonds
2
— Share-based payments
3
16
— Appropriation of result 2022
-92
— Result of the year 2023
-418
-418
Balance at 31 December 2023:
-19.271
-418
Balance at 1 January 2022 (previously reported)
-19.002
-89
-14
Changes in financial year 2022:
— Issued shares shareholder loans
— Issued convertible bonds
— Share-based payments
— Error correction deferred tax receivable
2f
-88
-88
— Appropriation of result 2021
-88
— Result of the year 2022
-92
-92
Balance at 31 December 2022:
-19.178
-92
-193
1) Payment of loans (excluding interest) from shareholders Mirckzon Holding B.V. (€ 79 ) and L.A. Vereecken (€ 80 ) on 31 December
2023.
2) Payments of convertible bonds from Mr. H. Kamsteeg on 19 July 2023 (€ 100 ) and on 20 December 2023 (€ 50 ).
3) Payments to ex-directors and directors (note 16)
The notes on pages 23 to 46 are an integral part of these consolidated financial statements.
New Sources Energy N.V.
22
Consolidated statement of cash flows for the year 2023
2023
2022
Restated*
€ 1,000
€ 1,000
Cash flows from operating activities
Loss for the period
-418
-92
-418
-92
Changes in:
— Other receivables
-7
— Other payables
-93
Cash generated from operating activities
-325
-21
Interest paid
-5
-5
Net cash from operating activities
-330
-26
Cash flows from investing activities
Net cash from (used in) investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Proceeds from issue of convertible notes
Proceeds from loans and new borrowings
Net cash from (used in) financing activities
Net increase/decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December 2023
The notes on pages 23 to 46 are an integral part of these consolidated financial statements.
New Sources Energy N.V.
23
Notes to the consolidated financial statements for the year 2023
1 The company and its operations
(a) Reporting entity and relationship with parent company
Company
”) is a public limited liability company domiciled in the
office is at Apollolaan 151, 1077AR Amsterdam, the Netherlands . The Company was founded on
26 October 1978 and is registered in the Trade Register at the Chamber of Commerce under
number 33154205.
The Company is publicly listed at the Euronext Amsterdam stock exchange.
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
(b) Financial reporting period
These financial statements cover the year 2023, which ended at the balance sheet date of 31
December 2023.
New Sources Energy N.V.
24
New Sources Energy N.V.
25
New Sources Energy N.V.
26
New Sources Energy N.V.
27
New Sources Energy N.V.
28
New Sources Energy N.V.
29
New Sources Energy N.V.
30
New Sources Energy N.V.
31
New Sources Energy N.V.
32
New Sources Energy N.V.
33
New Sources Energy N.V.
34
New Sources Energy N.V.
35
New Sources Energy N.V.
36
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37
New Sources Energy N.V.
38
New Sources Energy N.V.
39
New Sources Energy N.V.
40
New Sources Energy N.V.
41
New Sources Energy N.V.
42
New Sources Energy N.V.
43
New Sources Energy N.V.
44
New Sources Energy N.V.
45
New Sources Energy N.V.
46
New Sources Energy N.V.
47
Document classification: FINAL
Separate financial statements
— Separate statement of financial position as at 31 December 2023
— Separate statement of profit and loss for the year 2023
— Notes to the separate financial statements
New Sources Energy N.V.
48
Document classification: FINAL
Separate statement of financial position as at 31 December 2023
(Before appropriation of result)
2023
2022
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Fixed assets
Financial fixed assets
23
-
-
Total fixed assets
-
-
Current assets
Other receivables
24
111
6
Cash and cash equivalents
25
25
17
Total current assets
137
23
Total assets
137
23
Shareholders’ equity
26
Issued share capital
2.486
1.793
Share premium
17.295
17.284
Statutory reserves
-19.270
-19.178
Net result for the year
-418
-92
Undistributed profit
92
-193
Non-current liabilities
27
-
79
Current liabilities
28
44
137
Total equity and liabilities
137
23
The notes on pages 50 to 57 are an integral part of these separate financial statements.
New Sources Energy N.V.
49
Document classification: FINAL
Separate statement of profit and loss for the year 2023
2023
2022
Note
€ 1,000
€ 1,000
€ 1,000
€ 1,000
Net turnover
30
--
-
Gross turnover result
-
-
General and administrative expenses
31
413
87
Net turnover result
-413
-87
Other operating income
-
-
Interest expenses and similar charges
32
-5
-5
-5
-5
Result before tax
-418
-92
Tax on result
33
-
-
-80
-
Result after tax
-418
-92
The notes on pages 50 to 57 are an integral part of these separate financial statements.
New Sources Energy N.V.
50
Document classification: FINAL
Notes to the separate financial statements for the year 2023
21 General
These separate financial statements and the consolidated financial statements together
constitute the statutory financial statements of New Sources Energy N.V. (hereafter: ‘the
Company’). The financial information of the Company is included in the Company’s consolidated
financial statements, as presented on pages 20 to 34.
22 Basis of preparation
These separate financial statements have been prepared in accordance with Title 9, Book 2 of the
Dutch Civil Code. For setting the principles for the recognition and measurement of assets and
liabilities and determination of results for its separate financial statements, the Company makes
use of the option provided in section 2:362(8) of the Dutch Civil Code. This means that the
principles for the recognition and measurement of assets and liabilities and determination of the
result (hereinafter referred to as principles for recognition and measurement) of the separate
financial statements of the Company are the same as those applied for the consolidated EU-IFRS
financial statements. 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.
Corporate income tax
The Company does not have a fiscal unity with its two wholly owned subsidiaries, New Green
Investments B.V. and Energy Synergie B.V.
New Sources Energy N.V.
51
Document classification: FINAL
23 Financial fixed assets
2023
2022
€ 1,000
€ 1,000
Deferred tax assets
-
-
-
-
In the notes to the consolidated financial statements information is included about the Group’s
deferred tax assets (note 2f).
24 Other receivables
2023
2022
€ 1,000
€ 1,000
Tax receivable
4
3
Issued capital called but not paid-up
66
-
Other receivables
41
-
Prepayments and accrued income
-
2
111
5
In the notes to the consolidated financial statements information is included about the Group’s
other receivables (note 6).
25 Cash and cash equivalents
2023
2022
€ 1,000
€ 1,000
Bank and cash
25
17
25
17
In the notes to the consolidated financial statements information is included about the Group’s
cash and cash equivalents (note 7).
New Sources Energy N.V.
52
Document classification: FINAL
26 Shareholders’ equity
Reconciliation of movements in capital and reserves
Issued
share
capital
Share
premium
Reserves
required by
the Articles
of
Association
Undistribut
ed
result
Total
€
1,000
€
1,000
€
1,000
€
1,000
€
1,000
Balance at 1 January 2023 (previously reported)
1.793
17.284
-19.178
-92
-194
Changes in financial year 2023:
— Issued shares shareholder loans
1
170
-6
164
— Issued and converted bonds
2
135
15
150
— Share-based payments
3
389
2
391
— Appropriation of result 2022
-92
92
-
— Result for the year 2023
-418
-418
Balance at 31 December 2023:
2.486
17.295
-19.270
-418
92
1) Payment of loans (excluding interest) from shareholders Mirckzon Holding B.V. (€ 79) and L.A. Vereecken (€ 80)
on 31 December 2023.
2) Payments of convertible bonds from Mr. H. Kamsteeg on 19 July 2023 (€ 100 ) and on 20 December 2023 (€ 50).
3) Payments to ex-directors and directors (note 16).
Share capital and share premium
Common shares
2023
2022
x 1,000
x 1,000
On issue at 1 January 2023
59.751.066
59.751.066
Issued for cash
23.107.745
-
On issue at 31 December 2023
82.858.811
59.751.066
Ordinary shares and preference shares
With reference to Section 2:67(1) of the Dutch Civil Code, the register share capital of the
Company amounts to € 8.400. The registered share capital consists of 280.000.000 share with a
nominal value of € 0,03 each and is divided between:
New Sources Energy N.V.
53
Document classification: FINAL
- 140.000.000 common shares; and
- 140.000.000 preference shares.
Of the Company’s authorised capital, 82.858.811 (2022: 59.751.066) common shares and 0
preference shares have been issued.
In 2023, 23.107.745 new common shares were issued in connection with the conversion of loans,
bonds and director fees.
Of the issued and paid-up capital, an amount of € 66 is not recognised as paid-up amount (note 6).
Share premium
The share premium concerns the income from the issuing of shares in so far as this exceeds the
nominal value of the shares (above par income).
Reserves required by the Articles of Association
The reserves required by the Articles of Association are recognised pursuant to articles 25 of the
Articles of Association.
As per 31 December 2023, insufficient freely distributable equity is available. Dividend will be paid
in future years when there is sufficient freely distributable equity available.
Unappropriated result
Appropriation of profit of 2022
The financial statements for the reporting year 2022 have been adopted by the AGM on 14
December 2023. The loss over the reporting period 20232 has been added to its statutory
reserves.
Proposal for profit appropriation 2023
The financial statements for the reporting year 2022 show insufficient freely distributable equity
due to the comprehensive loss for the period. The loss over the reporting period 2023 will be
added to its statutory reserves.
New Sources Energy N.V.
54
Document classification: FINAL
27 Non-current liabilities
In the notes to the consolidated financial statements information is included about the Group’s
loans and borrowing (note 9).
28 Current liabilities
2023
2022
€ 1,000
€ 1,000
To suppliers and trade creditors
32
83
To directors
11
-
To shareholders
1
54
44
137
29 Financial instruments
In the notes to the consolidated financial statements information is included about the Group’s
financial instruments (note 11).
New Sources Energy N.V.
55
Document classification: FINAL
30 Net turnover
The Company did not generate any net turnover in 2023 and 2022.
Other operating income
The Group did not generate any intercompany revenues since the two subsidiaries were dormant.
New Sources Energy N.V.
56
Document classification: FINAL
31 General and administrative expenses
2023
2022
€ 1,000
€ 1,000
Office expenses
-
2
Sales expenses
-
4
External consultants expenses
17
-
Directors’ fees
1
399
-
Listing expenses
72
31
ICT expenses
2
1
Administrative expenses
2
49
Reversal other expense accrual previous years
-80
-
413
87
1) These concern payments to ex-directors and directors for both 2022 and 2023 (note 16).
32 Interest expenses and similar charges
2023
2022
€ 1,000
€ 1,000
Loans to shareholders
5
5
5
5
33 Tax on result
2023
2022
€ 1,000
€ 1,000
Tax expense for current financial year
-
-
Income tax expense
-
-
In the notes to the consolidated financial statements information is included about the Group’s
tax on result (note 15).
New Sources Energy N.V.
57
Document classification: FINAL
34 Workforce
The average number of full-time employees (FTE) employed by the Group was 0 (2022: 0) split by
the following categories:
2023
2022
Management board
-
-
-
-
35 Subsequent events
No events have occurred after the balance sheet date.
The financial statements on pages 18 to 57 were approved by the board of directors and
authorised for issue on 26 April 2024. They were signed on its behalf by:
____________________________
Drs L.A. Vereecken RA
Chief Executive Officer
New Sources Energy N.V.
Non-executive directors:
Mr J.D. Kleyn
A.M. Dirkes
A.M. Mirck
New Sources Energy N.V.
58
Document classification: FINAL
Other information
Financial audit
The consolidated and separate financial statements of 2023 have not been audited and as a result
there is no auditor’s report. On 14 December 2023 the Company appointed KPMG to audit the
financial statements of 2024.
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.