132
H2APEX GROUP SCA
(UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
MANAGEMENT
REPORT
133
H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
PRESENTATION OF THE
allows the fast recognition of operational and
COMPANY
strategic tendencies which might have to be
discussed and followed up with H2APEX Group
H2APEX Group SCA (until 18 January 2024:
SCA’s management. This stringent process will
“exceet Group SCA” and hereafter the “Company”) allow for organic growth or new acquisitions.
is a corporate partnership limited by shares
Finally, for H2APEX Group SCA the increase of its
(société en commandite par actions), duly
share price is considered to be a key indicator for
incorporated under Luxembourg law and listed
rising shareholder value.
on the regulated market of the Frankfurt Stock
Exchange (WKN: A0YF5P / ISIN: LU0472835155) For further details please refer to the H2APEX
in the Prime Standard segment. Since the
Group Management Report and the articles of
business combination with APEX Nova Holding
the association of H2APEX Group SCA¹).
GmbH dated 19 January 2023, the investment
focus is on developing projects for the
The Company is the parent company of the
decentralized supply of green hydrogen. H2APEX
operating group holding company APEX Nova
Group SCA and its subsidiaries are acting as a
Holding GmbH, focusing on the business
leading developer, manufacturer and operator of
development of the underlying group: For the
green hydrogen plants for the de-carbonization of current fiscal year 2025, the Company expects its
the industry and infrastructure.
growth course to continue and to aim revenue in
a range between EUR 6 million to EUR 8 million
On 18 January 2024, the shareholders of the
for its subsidiaries. This development will be
Company decided at an extraordinary general
supported by revenues from the planning and
meeting (EGM) to rename exceet Group SCA
construction of hydrogen plants for third-party
into H2APEX Group SCA. With the renaming
companies, from the operation of hydrogen
a common branding with APEX Group was
plants and from the sale of hydrogen storage
finalized.
tanks. The majority of the revenues expected in
2025 have already been contractually secured.
H2APEX Group SCA is managed by H2APEX
The EU funding approved in February 2024 for
Management S.à r.l. (until 18 January 2024
our 100 MW H2ERO plant, for which the company
“exceet Management S.à r.l.”, and hereafter
has applied for funding totaling EUR 167 million,
the “General Partner”), a private limited liability
confirms our leading position in the planning and
company under the law of Luxembourg (société à construction of large-scale plants. Further growth
responsabilité limitée (S.à r.l.)), the shares in which potential is in the EU’s funding approval for the
are held indirectly by the founders of the Active
IPCEI hydrogen projects because these projects
Ownership Group (AOC), i.e. Florian Schuhbauer
will require project developers such as H2APEX
and Klaus Röhrig (50% each).
to implement them. This development will be
supported by an increasing number of FTE (Full
Time Equivalents), the operating revenues from
OBJECTIVES & BUSINESS
the planning and construction of hydrogen plants
STRATEGY
for third-party companies, from the operation of
hydrogen plants and from the sale of hydrogen
H2APEX Group SCA is a listed holding company.
storage tanks. As a result of the awarded IPCEI
The managing directors of the subsidiaries have
grant of EUR 167m in July 2024, the strategy of
the operational freedom to realize the targets
the subsidiaries shifts its focus on ramp up of its
agreed within the framework of H2APEX’s
own hydrogen production capacities.
reporting and risk management system. This
1) https://ir.h2apex.com/fileadmin/downloads/ir/corp_govern/2024-01-18_H2APEX_Group_SCA_Koordinierte_Satzung.pdf
134
H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
MAJOR EVENTS DURING
The “other operating expenses” amounted to EUR
REPORTING PERIOD
398,665 (2023: EUR 303,126) and derived from
During 2024, the Company was acting as holding the compensation of the independent directors
company and was focused on setting up and
for their services on the Company’s Supervisory
improving the legal and internal structure as
Board. The increase is mainly due to additional
parent company of the H2APEX group. With
members of the Supervisory Board, which is
the approval of the shareholder meeting held in
reflected on full year basis in 2024.
January 2024, exceet Group SCA was renamed
into H2APEX Group SCA.
“Income from other investments and loans
forming part of the fixed assets” amounted to
Two inactive holding companies (i.e. exceet
EUR 544,046 (2023: EUR 45,560,888) and is
Group AG, Switzerland, and exceet Holding S.à
based on dividend payments of subsidiaries
r.l., Luxembourg) have been dissolved during the
respectively the participation in an investment
year. On 27 November 2024, exceet Group AG, a
fund.
subsidiary of exceet Holding S.à r.l., was merged
with exceet Holding S.à r.l. As a consequence, all
The ”other interest receivable and similar income”
assets and liabilities were transferred by operation amounted to EUR 82,664 (2023: EUR 247,711)
of law to the Company. Following the dissolution,
due to interest on bank accounts in the amount
the former acquisition costs of EUR 1,100,000
of EUR 5,283 (2023: EUR 113,118) and foreign
have been neutralized.
currency exchange gains in the amount of EUR
77,381 (2023: EUR 134,593).
NET ASSETS, FINANCIAL
The “interest payable and similar expenses” of
POSITION AND RESULTS OF
EUR 34,377 (2023: EUR 308,403) is composed of
interest expenses related to intercompany loans
OPERATIONS
of EUR 1,733 (2023: EUR 201,646) and foreign
currency exchange losses were recorded in the
RESULTS OF OPERATIONS
amount of EUR 32,643 (2023: EUR 106,756).
Further, as “Value adjustments in respect of
H2APEX Group SCA, as a holding company,
financial assets and of investments held as
incurs operating expenses by nature and does not current assets” recorded, the dissolution of exceet
generate any operational income.
Group AG and exceet Holding S.à r.l. in 2024
generated an accounting loss of EUR 580,442 in
In 2024, the Company incurred a loss of EUR
total (2023: EUR 31,480,511).
1,796,660 (2023: profit of EUR 12,357,980).
The “other external expenses” of the Company
amounted to EUR 1,367,764 (2023: EUR
1,353,763). The other external expenses include
costs for the Company’s General Partner as
well as legal fees, audit fees, costs in respect
of investor relations activities, consulting fees,
rent charges, insurance charges, fees for tax
compliance, bank charges and travel costs of the
Company’s supervisory board (the “Supervisory
Board”).
135
H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
PRINCIPLE RISKS AND
BALANCE SHEET POSITIONS
UNCERTAINTIES
As of 31 December 2024, the Company’s balance
sheet revealed total assets of EUR 210,814,037,
The General Partner has the overall responsibility
compared to EUR 212,401,998 at the end of
for the oversight of the Company’s risk
2023.
management framework and monitors the
Company in light of the risks and uncertainties
“Financial assets” amounted to EUR 210,149,196
it faces. The Company is principally exposed to
compared to EUR 211,188,327 at the end of the
credit risk and liquidity risk.
previous year. The minor change is caused by
investments in participation of a fund, while one
CREDIT RISK
holding company has been merged and a second
holding company has been dissolved.
The Company does not have a significant
concentration of credit risk. Cash at bank and in
“Total current assets” amounted to EUR 664,840
hand are held with two high credit quality financial
(2023: EUR 1,213,670). The main reason for the
institutions and hence this risk is deemed to be
decrease was the lower level of cash at bank with low. The maximum exposure to credit risk at the
the amount of EUR 572,894 compared to prior
reporting date amounted to bank accounts of
year with the amount of EUR 1,205,228.
EUR 572,894.
“Total capital and reserves” slightly decreased
LIQUIDITY RISK
from EUR 211,697,102 as per 31 December 2023
to EUR 209,900,442 as per 31 December 2024,
In terms of liquidity risk, the Company has
mainly reflecting the loss for the financial year of
procedures in place to maintain sufficient
EUR 1,796,660.
liquidity and monitor the aging of its payables. As
described in Note 6 of the annual accounts, as
The “trade creditors and other creditors”
of 31 December 2024, trade and other payables
amounted to EUR 913,594 (2023: EUR 704,896).
amounted to EUR 913,594 and represented the
maximum exposure of the Company at year-
In 2024, H2APEX Group SCA was fully equity
end. The Company does not have any other
financed without debt financing.
debts towards credit institutions and affiliated
undertakings.
CASHFLOW RISK
As described above, the Company does not have
any debts towards credit institutions and affiliated
undertakings and has sufficient liquidity to meet
its current obligations. Management deems this
risk to be low.
OTHER RISKS
As a holding entity, the Company is not subject
to currency and price risk and does not have any
need to put a hedging strategy in place given its
limited operations.
136
H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
EMPLOYEES
RESPONSIBILITY STATEMENT
As of 31 December 2024, there were no
In accordance with article 3(2) c) of the Law of
employees employed by the Company (2023: 0).
11 January 2008 on Transparency Requirements
for Issuers, the undersigned declare that, to the
best of their knowledge, the annual accounts in
DEVELOPMENT AND
accordance with Luxembourg law give a true
TECHNOLOGY INVESTMENTS
and fair view of the assets, liabilities, financial
AND BRANCHES
position and profit or loss of the Company. The
undersigned further declare that, to the best of
In 2024 and 2023, no development expenditures
their knowledge, the present management report
occurred within the Company. The Company does includes a fair review of the development and
not have any branches. The Company will not performance of the business and the position of
further invest in areas outside the current business the Company, together with the description of the
activities. As a long-term investor, the Company as principal risks and uncertainties it faces.
of today has no exit strategy for its investment.
Grevenmacher, 12 May 2025
OWN SHARES
H2APEX Group SCA, represented by:
H2APEX Management S.à r.l., in its capacity as
The Company has not acquired own shares
General Partner, represented by:
during the year (nil in prior year).
OTHER DISCLOSURES
Klaus Röhrig
Jan Klopp
For information regarding:
Manager
Manager
-
Non-financial performance indicators
-
Opportunities and risk report
-
Report on expected developments
-
Corporate Governance
-
Takeover Law
-
Forward-Looking Statements
-
Financial calendar
-
Research and development expenditure
Please refer to the H2APEX Group Consolidated
Management Report pages 3 to 46.
137
H2APEX GROUP SCA ANNUAL ACCOUNTS
H2APEX GROUP SCA
(SOCIETE EN COMMANDITE PAR ACTIONS)
(UNTIL 18 JANUARY 2024 “EXCEET GROUP
SCA“)
ANNUAL ACCOUNTS
31 DECEMBER 2024
138
H2APEX GROUP SCA ANNUAL ACCOUNTS
BALANCE SHEET
(in EUR)
Note
31 December 2024
31 December 2023
ASSETS
Intangible assets
2
0
Financial assets
Shares in affiliated undertakings
3
208,257,153
209,539,097
Investments held as fixed assets
4
1,892,041
1,649,231
Total fixed assets
210,149,196
211,188,327
Current assets
Trade debtors
Becoming due and payable within one year
3,811
0
Amounts owed by affiliated undertakings
Becoming due and payable within one year
0
1,402
Other debtors
Becoming due and payable within one year
88,136
7,040
Cash at bank and in hand
572,894
1,205,228
Total current assets
664,840
1,213,670
Total assets
210,814,037
212,401,998
CAPITAL, RESERVES AND LIABILITIES
Capital and reserves
Subscribed capital
564,385
564,385
Share premium account
198,326,005
198,326,005
Reserves
Legal Reserve
56,439
22,437
Other Reserve
258,085
0
Profit or (loss) brought forward
12,492,188
425,880
Profit or (loss) for the financial year
(1,796,660)
12,358,395
Total capital and reserves
5
209,900,442
211,697,102
Creditors
Trade creditors
Becoming due and payable within one year
6
445,603
300,951
Other creditors
Becoming due and payable less than one year
6
467,991
403,945
Total creditors
913,594
704,896
Total capital, reserves and liabilities
210,814,037
212,401,998
The accompanying notes form an integral part of annual accounts
139
H2APEX GROUP SCA ANNUAL ACCOUNTS
PROFIT AND LOSS ACCOUNT
(in EUR)
Note
01.01.-31.12.2024
01.01.-31.12.2023
Other external expenses
7
(1,367,764)
(1,353,763)
Other operating expenses
8
(398,665)
(303,126)
Income from other investments and loans forming part of the fixed assets
9
544,046
45,560,888
Other interest receivable and similar income
10
82,664
247,711
Value adjustments in respect of financial assets and
11
(580,442)
(31,480,511)
of investments held as current assets
Other Interest payable and similar expenses
12
(34,377)
(308,403)
Tax on profit or loss
13
(34,091)
0
Profit or (loss) after taxation
(1,788,629)
12,362,795
Other taxes (net wealth tax)
13
(8,031)
(4,815)
Profit or (loss) for the financial year
(1,796,660)
12,357,980
The accompanying notes are an integral part of the annual accounts.
140
H2APEX GROUP SCA ANNUAL ACCOUNTS
NOTES TO THE
ANNUAL ACCOUNTS
1. GENERAL INFORMATION
H2APEX Group SCA (until 18 January 2024 exceet
and control of such portfolio. The Company may
Group SCA), hereafter “H2APEX” or the “Company” is further grant any form of security for the perfor-
a corporate partnership limited by shares (société en mance of any obligations of the Company or of any
commandite par actions), duly incorporated under entity in which it holds a direct or indirect interest
Luxembourg law and subject to the law of 10 August or right of any kind or in which the Company has
1915 on commercial companies in Luxembourg,
invested in any other manner or which forms part
as amended (the “Law”). H2APEX is managed by
of the same group of entities as the Company and
H2APEX Management S.à r.l. (until 18 January 2024 lend funds or otherwise assist any entity in which it
exceet Management S.à r.l.), a private limited liability
holds a direct or indirect interest or right of any kind
company (société à responsabilité limitée (S.à r.l.))
or in which the Company has invested in any other
(hereafter the “General Partner”), the shares in which manner or which forms part of the same group of
are held indirectly by the founders of the Active companies as the Company. The Company may
Ownership Group (AOC), i.e. Florian Schuhbauer and borrow in any form and may issue any kind of notes,
Klaus Röhrig (50% each).
bonds and debentures and generally issue any debt,
equity and/or hybrid securities in accordance with
The Company has been established for an unlimited Luxembourg law. The Company may carry out
period of time. The Company’s registered office is
any commercial, industrial, financial, real estate or
located at 19, rue de Flaxweiler, L-6776 Greven-
intellectual property activities which it may deem
macher (Luxembourg) and it is registered with the
useful in accomplishment of these purposes.
Register of Commerce and Companies of Luxem-
bourg (Registre de Commerce et des Sociétés Lux-
The financial year starts on 1 January and ends on
embourg) under number B 148.525. The shares are
31 December. The Company also prepares con-
listed on the regulated market of the Frankfurt Stock solidated financial statements according to IFRS
Exchange (WKN: A0YF5P / ISIN: LU0472835155) in
Accounting Standards as adopted by the European
the Prime Segment.
Union, which are published according to the provi-
sions of the Luxembourg law.
The Company’s purpose is the creation, holding,
development and realisation of a portfolio, consisting
ꢀ
of interests and rights of any kind and of any other
form of investment in entities in the Grand Duchy of
Luxembourg and in foreign entities, whether such
entities exist or are to be created, especially by way
of subscription, acquisition by purchase, sale or
exchange of securities or rights of any kind whats-
oever, such as equity instruments, debt instruments,
patents and licenses, as well as the administration
141
H2APEX GROUP SCA ANNUAL ACCOUNTS
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
2.1 BASIS
2.2 COMPARATIVE FIGURES
OF PREPARATION
The presentation of some accounts has been
The annual accounts as of 31 December 2024
modified for the year ended 31 December 2024
of the Company are prepared in accordance
when compared to the presentation used in
with current Luxembourg legal and regulatory
respect of the financial year ended 31 December
requirements under the historical cost conven-
2023. As a consequence, and in order to ensure
tion and the going concern assumption.
comparability across both financial years, cer-
tain amounts in respect of 31 December 2023
Accounting policies and valuation rules are,
have been reclassified from Trade Creditors due
besides the ones laid down by the modified Law and payable within one year to Other Creditors
of 19 December 2002, determined and applied
due and payable within one year. The reclassifi-
by the supervisory board (the “Supervisory
cation for comparability purpose concerns only
Board”) and the General Partner of the
accounts from the balance sheet and therefore
Company.
has no impact on the result of the Company for
31 December 2023.
The preparation of annual accounts requires
the use of certain critical accounting estimates.
It also requires the Supervisory Board and
2.3 FOREIGN CURRENCY
General Partner to exercise their judgement in
TRANSLATION
the process of applying the accounting policies.
Changes in assumptions may have a significant
impact on the annual accounts in the period in
The Company maintains its accounting records
which the assumptions changed. The Supervi-
in Euro (EUR). The annual accounts are ex-
sory Board and the General Partner believe that
pressed in this currency.
the underlying assumptions are appropriate and
that the annual accounts therefore present the
Transactions denominated in foreign currencies
financial position and results fairly.
other than EUR are translated separately into
EUR at the exchange rates ruling at the date of
The annual accounts have been prepared
transaction.
in accordance with the valuation rules and
accounting policies described below.
Fixed assets, which are expressed in currencies
other than EUR, are translated into EUR at the
exchange rate effective at the date of the trans-
action. No subsequent translation adjustments
are recorded at each balance sheet date. At the
balance sheet date, these assets remain trans-
lated at historical exchange rates.
142
H2APEX GROUP SCA ANNUAL ACCOUNTS
2.6 DEBTORS
All other assets, including long term loans
disclosed under fixed assets, expressed in cur-
rencies other than EUR are valued individually
Debtors are stated at their nominal value. Value
at the lower of their value translated into EUR at
adjustments are recorded if the net realizable
historical exchange rates or at exchange rates
value is lower than the book value. These value
prevailing at the balance sheet date. Exchange
adjustments are not continued if the reasons for
losses and gains resulting from this conversion
which the value adjustments were made have
are recorded in the profit and loss account of
ceased to apply.
the year. The exchange gains are recorded in
the profit and loss account at the time of their
2.7 CREDITORS
realization.
Liabilities expressed in currencies other than
Creditors are recorded at their reimbursement
EUR are valued individually at the higher of their
value. Where the amount repayable on account
value translated into EUR at historical exchange
is greater than the amount received, the differ-
rates or at the exchange rates prevailing at the
ence is shown as an asset and is written off over
balance sheet date. Realized and unrealized
the period of the debt based on a linear method.
exchange losses and gains resulting from this
conversion are recorded in the profit and loss
2.8 OTHER INTEREST
accounts of the year. The exchange gains are
RECEIVABLE AND
recorded in the profit and loss account at the
SIMILAR INCOME /
time of their realization.
INTEREST PAYABLE AND
SIMILAR EXPENSES
2.4 INTANGIBLE ASSETS
The other interest receivable and similar ex-
Intangible assets are valued at their acquisition
penses / interest payable and similar expenses
costs including the expenses incidental hereto.
of the Company are directly charged to the profit
The acquisition costs are amortized over the
and loss account of the year in which they are
expected useful life.
incurred.
2.5 FINANCIAL ASSETS
Financial assets, including shares in affiliated
undertakings as well as investments held as fixed
assets, are valued at their acquisition cost includ-
ing the expenses incidental hereto. Value adjust-
ments are made in respect of financial assets
to recognize a durable reduction in their value.
These value adjustments are not continued if the
reasons for which the value adjustments were
made have ceased to apply.
143
H2APEX GROUP SCA ANNUAL ACCOUNTS
–
3. FINANCIAL ASSETS SHARES IN
AFFILIATED UNDERTAKINGS
For financial fixed assets, the movements for the
year are as follows:
(in EUR)
AQUISITION COSTS
As of 1 January 2024
241,019,608
Additions of the year
-
Dissolution
1,100,000
Repayment of share premium
181.944
As of 31 December 2024
239,737,664
ACCUMULATED VALUE ADJUSTMENTS
As of 1 January 2024
31,480,511
Allocation for the year
-
Reversal for the year
-
Transfer for the year
-
As of 31 December 2024
31,480,511
Net book value as of 1 January 2024
209,539,097
Net book value as of 31 December 2024
208,257,153
(in EUR)
AQUISITION COSTS
As of 1 January 2023
106,861,749
Additions of the year
206,157,859
Reduction of capital
-
Repayment of share premium
72,000,000
As of 31 December 2023
241,019,608
ACCUMULATED VALUE ADJUSTMENTS
As of 1 January 2023
-
Allocation for the year
31,480,511
Reversal for the year
-
Transfer for the year
-
As of 31 December 2023
31,480,511
Net book value as of 1 January 2023
106,861,749
Net book value as of 31 December 2023
209,539,097
144
H2APEX GROUP SCA ANNUAL ACCOUNTS
On 27 November 2024, exceet Group AG, a
subsidiary of exceet Holding S.à r.l., was merged
with exceet Holding S.à r.l. With notarial deed
dated 16 December 2024, exceet Holding S.à
r.l., with registered office at 19, rue de Flaxweiler,
L-6776 Grevenmacher, registered with the Reg-
istre de Commerce et des Sociétés Luxembourg
(R.C.S.) under number B228801, was dissolved
with immediate effect and without liquidation.
As a consequence, all assets and liabilities were
transferred by operation of law to the Company.
Following the dissolution, the former acquisition
costs of EUR 1,100,000 have been neutralized.
On 13 December 2024, RLG Holding GmbH
distributed profit of EUR 24,523 less tax of
EUR 6,467, as well as EUR 181,944 out of its
other reserves to the Company based on a
shareholder resolution to transfer liquidity.
Undertakings in which the Company holds at least 20% of the share capital are as follows:
Net equity at
the balance
Profit or loss
Net book
sheet date of
for the last
value of
Percentage
the company
financial
financial
of owner-
Last balance sheet
concerned*
year*
assets
Name
Registered Office
ship
date
(EUR)
(EUR)
(EUR)
RLG Holding GmbH
Frankfurt am Main, Germany
100%
31 December 2024
15,699,165
50.022
15,646,056
APEX Nova Holding GmbH
Laage, Germany
100%
31 December 2024
92,994,811
1,441,888
192,611,097
The management has assessed that there is no
for the valuation of the investment in Apex Nova
other permanent decrease in market value and
Holding GmbH and its subsidiaries. As a result,
therefore no value adjustment is recorded on
no permanent decrease in market value was
those financial assets in the annual
identified and therefore no value adjustment is
accounts of the Company. The management has recorded on those financial assets in the annual
performed a discounted cashflow model and
accounts of the company.
different scenarios on the planning assumptions
* according to unaudited annual accounts for RLG Holding GmbH and APEX Nova Holding GmbH in accordance with current German legal
and regulatory requirements
145
H2APEX GROUP SCA ANNUAL ACCOUNTS
4. FINANCIAL ASSETS –
INVESTMENTS HELD AS
FIXED ASSETS
Other financial assets are recorded in which
2023: USD 1,816,668 (EUR 1,649,231)). Total
the Company holds less than 20% of the share
investment is committed for USD 2,500,000 and
capital and amount to EUR 1,892,041
is called by tranches.
(31 December 2023: EUR 1,649,231).
The amount is related to investments in a fund,
which is investing in online gaming companies.
By 31 December 2024, the Company invested
USD 2,066,668 (EUR 1,892,041) (31 December
Percentage
of owner-
Last balance sheet
Net equity
Profit for the financial
Name
Registered Office
ship
date
(USD)
year (USD)
Play Ventures
Investments VCC
Singapore
1.85%
31 December 2024
131,816,636
3,862,150
- Play Ventures
Fund II
The management has assessed that there
is no permanent decrease in market value and
therefore no value adjustment is recorded on
those financial assets in the annual accounts
of the Company at 31 December 2024.
146
H2APEX GROUP SCA ANNUAL ACCOUNTS
5. CAPITAL AND RESERVES
Changes in equity are:
Profit or
Subscribed
Share
Profit (loss)
(loss)
Total
capital
premium
Legal
Other
brought
for the
capital and
(in EUR)
account
Reserve
Reserve
forward
financial year
reserves
Opening balance 1 January 2024
564,385
198,326,005
22,437
0
426,296
12,357,980
211,697,102
Allocation of prior year result
0
0
34,002
0
12,323,978
(12,357,980)
0
Dissolution exceet Holding S.à r.l.
0
0
0
258.085
(258,085)
0
0
Result for the financial year
0
0
0
0
0
(1,796,660)
(1,796,660)
Closing balance 31 December 2024
564,385
198,326,005
56,439
258.085
12,429,188
(1,796,660)
209,900,442
The issued share capital as of 31 December 2024 Legal Reserve
was set at 36,359,162 (2023: 36,359,162) ordi-
Under Luxembourg law, 5% of the net profit of
nary shares and one (1) unlimited share, with an
the year, net of any losses brought forward, must
accounting par value of EUR 564,384.91 (2023:
be allocated to a legal reserve until such reserve
EUR 564,384.91). The ordinary shares are listed
equals 10% of the issued share capital. This
on the regulated market of the Frankfurt Stock
reserve is not available for dividend distribution.
Exchange in the Prime Segment. The authorised
capital amounts to EUR 2,555,215.
During the year, the Company has not acquired/
sold any own shares (2023: 0).
At the annual general meeting dated 13 June
2024, the shareholders approved the allocation of
prior year results to the profit brought forward.
In 2024, exceet Group AG, a 100% subsidiary of
exceet Holding S.à r.l. was merged with exceet
Holding S.à r.l. At that time exceet Group AG was
a holding company with a cash account and no
further business.
147
H2APEX GROUP SCA ANNUAL ACCOUNTS
6. CREDITORS
Trade creditors include amounts for invoices
payable to suppliers and for accrued charges for
invoices received after the balance sheet date
regarding expenses incurred during the financial
year ended 31 December 2024. There are
payables to auditors with EUR 266,510 (2023:
EUR 210,000). They are becoming due and
payable within one year.
Other creditors include mainly amounts for
remuneration of directors with EUR 390,000
(2023: EUR 298,333) and payables to tax
authorities with EUR 47,991 (2023: EUR 9,630).
They are becoming due and payable within one
year.
7. OTHER EXTERNAL EXPENSES
The other external expenses include costs for the
Company.
(in EUR)
2024
2023
Office costs
90,872
61,377
Audit fees
339,446
319,565
Insurance fees
28,600
28,600
Bank fees
19,369
18,518
Professional fees
742,157
695,281
Investor Relation costs
97,531
171,929
Others
49,788
58,077
Total
1,367,764
1,353,348
148
H2APEX GROUP SCA ANNUAL ACCOUNTS
8. OTHER OPERATING EXPENSES
The other operating expenses resulted from the
compensation of the independent directors for
their services on the Supervisory Board. The
expenses increased due to the appointment of
additional members to the Supervisory Board in
2024.
9. INCOME FROM OTHER
INVESTMENTS AND LOANS
FORMING PART OF THE FIXED
ASSETS
This income amounted to EUR 544,046 (2023:
EUR 45,560,888) based on dividend payments
received from:
•
the subsidiary exceet Holding S.à r.l.
•
Play Ventures Fund II in an amount of EUR
in an amount of EUR 500,000 (2023:
19,523 (USD 20,296 (2023: EUR 60,888
EUR 45,500,000).;
(USD 66,668)); this amount was reinvested as
•
the subsidiary RLG Holding GmbH in an
capital in Play Ventures Fund II.
amount of EUR 24,523 (2023: EUR 0);
.
10. OTHER INTEREST RECEIVABLE
AND SIMILAR INCOME
The “other interest receivable and similar income”
amounts to EUR 82,664 (2023: EUR 247,711)
due to interest on bank accounts in an amount
of EUR 5,283 (2023: EUR 113,118) and foreign
currency exchange gains amounting to
EUR 77,381 (2023: EUR 134,593).
149
H2APEX GROUP SCA ANNUAL ACCOUNTS
11. VALUE ADJUSTMENT IN
RESPECT OF FINANCIAL
ASSETS AND OF INVESTMENTS
HELD AS CURRENT ASSETS
In the previous financial year 2023, following the
In connection with the merger of exceet Group AG
dividend received from exceet Holding S.à r.l. on
with exceet Holding S.à r.l. and the subsequent
27 July 2023 in the amount of EUR 45,500,000,
dissolution of exceet Holding S.à r.l. in
H2APEX Management S.à r.l. re-assessed the
December 2024, an amount of EUR 580,442
value of exceet Holding S.à r.l. and noted that there has been recorded as loss.
was a permanent decrease in value, resulting
in an impairment of EUR 31,480,511 which has
been booked.
12. INTEREST PAYABLE
AND SIMILAR EXPENSES
The “interest payable and similar expenses” of
EUR 34,377 (2023: EUR 308,402) is composed of
interests of EUR 1,733 (2023: EUR 201,646) and
FX losses of EUR 32,643 (2023: EUR 106,756).
13. TAXES
The Company is subject in Luxembourg to the ap-
plicable general tax regulations. The tax on profit
or loss amounts to EUR 34,091 (2023: EUR 0) and
the net wealth tax amounts to EUR 8,031 (2023:
EUR 4,815).
150
H2APEX GROUP SCA ANNUAL ACCOUNTS
14. EMOLUMENTS GRANTED
TO THE MEMBERS OF THE
MANAGEMENT AND
SUPERVISORY BODIES
For 2024, an amount of EUR 398,502 (2023: EUR
Furthermore, 100,000 stock options have been
303,126) has been recognized in the profit and
granted to the Supervisory Board member Prof.
loss statement for the remuneration of the Super-
Dr. Heinz Jörg Fuhrmann for an exercise price of
visory Board. EUR 147,600 (2023: EUR 180,000)
EUR 5.50. Prof. Dr. Matthias Beller as Member of
have been recognized in the profit and loss ac-
the Supervisory Board 50,000 received Stock Op-
count as management fee for the General Partner tions for an Exercise Price of EUR 5.50. Prof. Beller
(EUR 35,100) and remuneration of the Board of
left the Supervisory Board on 3 December 2024
Managers of the General Partner (EUR 112,500).
with the effect, that these Stock Options forfeited.
As consideration for Roland Lienau’s (Chairman of At the annual general meeting dated 2 May
the Supervisory Board) contribution to the busi-
2023, the shareholders approved a stock option
ness combination between the Company and
program amounting to 3,640,000 shares of the
the German APEX Group (in particular, the deal
Company, with each stock option corresponding
sourcing, relationship management, support of
to one share.
the key negotiations and his laborious assistance
throughout the entire M&A process), 660,000
As of 31 December 2024, 2,694,375 Stock
stock options have been granted to Lien HoldCo
Options are outstanding:
(related party to Roland Lienau). The exercise price
for each of these options shall be EUR 5.50. These
•
1,000,000 Stock Options have been granted to
stock options are fully vested as of the acceptance
the Chairman of the Supervisory Board
and must be exercised by 31 December 2027
and Lien HoldCo
(“Expiry Date”).
•
1,694,375 Stock Options have been granted
to key employees.
In addition, as consideration for Roland Lienau’s
continuing to hold the office of chairman of the
Supervisory Board, 340,000 stock options have
been granted to Lien HoldCo, too. The exercise
price for each of these options shall be EUR 5.50.
These options shall be considered fully vested on
31 December 2025 (accelerated vesting).
151
H2APEX GROUP SCA ANNUAL ACCOUNTS
15. OFF-BALANCE SHEET
COMMITMENTS
In connection with the sale of its subsidiary exceet H2APEX Group SCA issued a letter of comfort to
Secure Solutions GmbH in 2021, the Company
its subsidiary APEX Energy GmbH (form. APEX
granted to the purchaser an independent guar-
Energy Teterow GmbH). This letter of comfort
antee to fulfil any and all payment claims of the
defines the obligation of H2APEX Group SCA to
purchaser against the seller (being the indirect
guarantee the financial support, that APEX Energy
subsidiary exceet Group AG) under the share
GmbH will be able to fulfil all its contractual obliga-
purchase agreement up to an amount of EUR
tions related to a dedicated customer contract.
4,912,409 in case the seller has not paid such
claims to the purchaser when due and payable un-
der the share purchase agreement. The guarantee
expires seven years after the closing date, which
was 30 April 2021.
16. STAFF
During the financial year, the Company had no
employees (2023: 0).
17. EVENTS
AFTER REPORTING PERIOD
The board has approved the sale of the invest-
Further, Endurance Fund Ltd provided a letter of
ment in Play Venture Fund II. Closing of the trans-
comfort to H2APEX Group SCA for an amount of
action took place on 30 April 2025 for a considera- up to EUR 15m on the same date.
tion of USD 1,803,709 (EUR 1,585,817.65).
No other events occurred since the balance sheet
On 23 April 2025 H2APEX Group SCA entered into date on 31 December 2024 that would require
a convertible loan agreement with Active Owner-
adjustment of assets or liabilities or disclosure.
ship Fund SICAV-SIF SCS for an amount of EUR
20m to cover short-term funding requirements.
Tel. 352 45 123-1
1, rue Jean Piret
www.bdo.lu
Boîte Postale 351
L-2013 Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
To the Shareholders of
H2APEX GROUP SCA
19, rue de Flaxweiler
L-6776 Grevenmacher
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of H2APEX GROUP SCA (until 18 January 2024 “exceet
Group SCA”, hereinafter the “Company”), which comprise the balance sheet as at 31 December
2024, and the profit and loss account for the year then ended, and notes to the annual accounts,
including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial
position of the Company as at 31 December 2024, and of the results of its operations for the year
then ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July
2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on
Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur
Financier” (“CSSF”). Our responsibilities under the EU Regulation N° 537/2014, the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the «
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts »
section of our report. We are also independent of the Company in accordance with the
International Code of Ethics for Professional Accountants, including International Independence
Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as
adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to
our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those
ethical requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the annual accounts of the current period. These matters were
addressed in the context of the audit of the annual accounts as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Valuation of shares in affiliated undertakings and investments held as fixed assets (notes 3
and 4).
a) Why the matter was considered to be one of the most significant?
We refer to the accounting policy 2.5 “Financial assets”, Note 3 “Shares in affiliated
undertakings” and Note 4 “Investments held as fixed assets” in the annual accounts.
As at 31 December 2024, the situation is as follows:
Financial fixed assets:
-
Shares in affiliated undertakings: EUR 208,257,153 (2023: EUR 209,539,097)
-
Investment held as fixed assets: EUR 1,892,041 (2023: EUR 1,649,231)
In total, these positions represent 99.68% of total assets as at 31 December 2024 (2023: 99.43%).
The identification of durable impairment indicators and the determination of a value adjustment
require the application of significant judgment by the General Partner. The significance of the
estimates and judgments involved requires specific audit focus on this area.
b) How the matter was addressed during the audit?
Our audit procedures on the valuation of shares in affiliated undertakings and of investments
held as fixed assets included, but were not limited to:
-
We obtained the financial information of the affiliated undertakings and of the
investments held as fixed assets of the Company at year-end and compared the carrying
amounts of the affiliated undertakings and of the investments held as fixed assets in the
annual accounts of the Company at year-end to the pro-rata net equity of the affiliated
undertakings and of the investments held as fixed assets in the financial information.
-
In case where the pro-rata net equity of an affiliated undertaking and / or of the
investments held as fixed assets was below its carrying amount and the General Partner
had not recognized any value adjustment, we challenged the appropriateness of their
assessment on the absence of any durable impairment indicator and performed
additional procedures on the recoverable amount.
-
We assessed the adequacy and completeness of the disclosures in the notes to the annual
accounts.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Other information
The General Partner is responsible for the other information. The other information comprises
the information stated in the single management report and the Corporate Governance
Statement but does not include the annual accounts and our report of the “réviseur
d’entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the annual accounts or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report this fact. We have
nothing to report in this regard.
Responsibilities of the General Partner and Those Charged with Governance for the annual
accounts
The General Partner is responsible for the preparation and fair presentation of these annual
accounts in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts, and for such internal control as the
General Partner determines is necessary to enable the preparation of annual accounts that are
free from material misstatement, whether due to fraud or error.
The General Partner is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
In preparing the annual accounts, the General Partner is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the General Partner either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual
accounts as a whole are free from material misstatement, whether due to fraud or error, and to
issue a report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for
Luxembourg by the CSSF will always detect a material misstatement when it exists.
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 annual accounts.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts
(continued)
Our responsibility is to assess whether the annual accounts have been prepared in all material
respects in accordance with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law dated 23 July
2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the annual accounts, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
•
Obtain 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.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the General Partner.
•
Conclude on the appropriateness of General Partner’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our report of the “réviseur d’entreprises agréé” to
the related disclosures in the annual accounts 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 report of the “réviseur d’entreprises agréé”. However, future events or
conditions may cause the Company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the annual accounts,
including the disclosures, and whether the annual accounts represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate to them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the annual accounts of the current period
and are therefore the key audit matters. We describe these matters in our report unless law or
regulation precludes public disclosure about the matter.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the
Shareholders on 13 June 2024 and the duration of our uninterrupted engagement, including
previous renewals and reappointments, is three years.
The single management report is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is presented on page 38 of the annual report. The
information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December
2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual accounts and has been
prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit
committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
We have checked the compliance of the annual accounts of the Company as at
31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are
applicable to annual accounts.
For the Company it relates to:
•
Annual accounts prepared in a valid xHTML format.
In our opinion, the annual accounts of H2APEX Group SCA as at 31 December 2024, have been
prepared, in all material respects, in compliance with the requirements laid down in the ESEF
Regulation.
Luxembourg, 12 May 2025
BDO Audit
Cabinet de révision agréé
represented by
Anke Schelling
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
157
IMPRINT
PUBLISHER / LEGAL NOTICE
H2APEX Group SCA
19, rue de Flaxweiler
L-6776 Grevenmacher
Grand Duchy of Luxembourg
RESPONSIBLE FOR THE CONTENTS
H2APEX Group SCA
PREPRESS
icobra, Stuttgart - Germany
CONTACT
H2APEX Group SCA
Investor Relations
Investor.relations@h2apex.com