Quarterly Report • May 15, 2025
Quarterly Report
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(UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)
H2APEX Group SCA (until 18 January 2024: “exceet Group SCA” and hereafter the “Company”) is a corporate partnership limited by shares (société en commandite par actions), duly incorporated under Luxembourg law and listed on the regulated market of the Frankfurt Stock Exchange (WKN: A0YF5P / ISIN: LU0472835155) in the Prime Standard segment. Since the business combination with APEX Nova Holding GmbH dated 19 January 2023, the investment focus is on developing projects for the decentralized supply of green hydrogen. H2APEX Group SCA and its subsidiaries are acting as a leading developer, manufacturer and operator of green hydrogen plants for the de-carbonization of the industry and infrastructure.
On 18 January 2024, the shareholders of the Company decided at an extraordinary general meeting (EGM) to rename exceet Group SCA into H2APEX Group SCA. With the renaming a common branding with APEX Group was finalized.
Finally, for H2APEX Group SCA the increase of its share price is considered to be a key indicator for rising shareholder value. This stringent process will allow for organic growth or new acquisitions.
For further details please refer to the H2APEX Group Management Report and the articles of the association of H2APEX Group SCA¹).
For the current fiscal year 2025, the Company expects its growth course to continue and to aim revenue in a range between EUR 6 million to EUR 8 million for its subsidiaries. This development will be supported by revenues from the planning and construction of hydrogen plants for third-party companies, from the operation of hydrogen plants and from the sale of hydrogen storage tanks. The majority of the revenues expected in 2025 have already been contractually secured.
H2APEX Group SCA is managed by H2APEX Management S.à r.l. (until 18 January 2024 “exceet Management S.à r.l.”, and hereafter the “General Partner”), a private limited liability.
confirms our leading position in the planning and construction of large-scale plants. Further growth potential is in the EU’s funding approval for the IPCEI hydrogen projects because these projects will require project developers such as H2APEX to implement them. This development will be supported by an increasing number of FTE (Full Time Equivalents), the operating revenues from the planning and construction of hydrogen plants for third-party companies, from the operation of hydrogen plants and from the sale of hydrogen storage tanks. As a result of the awarded IPCEI grant of EUR 167m in July 2024, the strategy of the subsidiaries shifts its focus on ramp up of its own hydrogen production capacities.
H2APEX Group SCA is a listed holding company. The managing directors of the subsidiaries have the operational freedom to realize the targets agreed within the framework of H2APEX’s reporting and risk management system.
The “other operating expenses” amounted to EUR 398,665 (2023: EUR 303,126) and derived from the compensation of the independent directors for their services on the Company’s Supervisory Board. The increase is mainly due to additional members of the Supervisory Board, which is reflected on full year basis in 2024.
During 2024, the Company was acting as holding company and was focused on setting up and improving the legal and internal structure as parent company of the H2APEX group. With the approval of the shareholder meeting held in 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 EUR 544,046 (2023: EUR 45,560,888) and is based on dividend payments of subsidiaries respectively the participation in an investment fund.
Two inactive holding companies (i.e. exceet Group AG, Switzerland, and exceet Holding S.à r.l., Luxembourg) have been dissolved during the year. 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. 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.
The ”other interest receivable and similar income” amounted to EUR 82,664 (2023: EUR 247,711) due to interest on bank accounts in the amount of EUR 5,283 (2023: EUR 113,118) and foreign currency exchange gains in the amount of EUR 77,381 (2023: EUR 134,593).
The “interest payable and similar expenses” of EUR 34,377 (2023: EUR 308,403) is composed of interest expenses related to intercompany loans of EUR 1,733 (2023: EUR 201,646) and foreign currency exchange losses were recorded in the amount of EUR 32,643 (2023: EUR 106,756).
In 2024, the Company incurred a loss of EUR 1,796,660 (2023: profit of EUR 12,357,980).
As of 31 December 2024, the Company’s balance sheet revealed total assets of EUR 210,814,037, compared to EUR 212,401,998 at the end of 2023.
The General Partner has the overall responsibility for the oversight of the Company’s risk management framework and monitors the Company in light of the risks and uncertainties it faces. The Company is principally exposed to credit risk and liquidity risk.
The Company does not have a significant concentration of credit risk. Cash at bank and in hand are held with two high credit quality financial institutions and hence this risk is deemed to be low. The maximum exposure to credit risk at the reporting date amounted to bank accounts of EUR 572,894.
“Financial assets” amounted to EUR 210,149,196 compared to EUR 211,188,327 at the end of the previous year. The minor change is caused by investments in participation of a fund, while one holding company has been merged and a second holding company has been dissolved.
“Total current assets” amounted to EUR 664,840 (2023: EUR 1,213,670). The main reason for the decrease was the lower level of cash at bank with the amount of EUR 572,894 compared to prior year with the amount of EUR 1,205,228.
In terms of liquidity risk, the Company has procedures in place to maintain sufficient liquidity and monitor the aging of its payables. As described in Note 6 of the annual accounts, as of 31 December 2024, trade and other payables amounted to EUR 913,594 and represented the maximum exposure of the Company at year-end. The Company does not have any other debts towards credit institutions and affiliated undertakings.
“Total capital and reserves” slightly decreased from EUR 211,697,102 as per 31 December 2023 to EUR 209,900,442 as per 31 December 2024, mainly reflecting the loss for the financial year of EUR 1,796,660.
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.
As of 31 December 2024, there were no employees employed by the Company (2023: 0).
In accordance with article 3(2) c) of the Law of 11 January 2008 on Transparency Requirements for Issuers, the undersigned declare that, to the best of their knowledge, the annual accounts in accordance with Luxembourg law give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company. The undersigned further declare that, to the best of their knowledge, the present management report includes a fair review of the development and performance of the business and the position of the Company, together with the description of the principal risks and uncertainties it faces.
In 2024 and 2023, no development expenditures occurred within the Company. The Company does not have any branches. The Company will not further invest in areas outside the current business activities. As a long-term investor, the Company as of today has no exit strategy for its investment.
Grevenmacher, 12 May 2025
The Company has not acquired own shares during the year (nil in prior year).
For information regarding:
Please refer to the H2APEX Group Consolidated Management Report pages 3 to 46.
Klaus Röhrig
Manager
Jan Klopp
Manager
(SOCIETE EN COMMANDITE PAR ACTIONS)
(UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA“)
(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 |
| Note | 01.01.-31.12.2024 | 01.01.-31.12.2023 |
|---|---|---|
| Other external expenses | (1,367,764) | (1,353,763) |
| Other operating expenses | (398,665) | (303,126) |
| Income from other investments and loans forming part of the fixed assets | 544,046 | 45,560,888 |
| Other interest receivable and similar income | 82,664 | 247,711 |
| Value adjustments in respect of financial assets and | (580,442) | (31,480,511) |
| of investments held as current assets | ||
| Other Interest payable and similar expenses | (34,377) | (308,403) |
| Tax on profit or loss | (34,091) | 0 |
| Profit or (loss) after taxation | (1,788,629) | 12,362,795 |
| Other taxes (net wealth tax) | (8,031) | (4,815) |
| Profit or (loss) for the financial year | (1,796,660) | 12,357,980 |
H2APEX Group SCA (until 18 January 2024 exceet Group SCA), hereafter “H2APEX” or the “Company” is a corporate partnership limited by shares (société en commandite par actions), duly incorporated under Luxembourg law and subject to the law of 10 August 1915 on commercial companies in Luxembourg, as amended (the “Law”). H2APEX is managed by H2APEX Management S.à r.l. (until 18 January 2024 exceet Management S.à r.l.), a private limited liability company (société à responsabilité limitée (S.à r.l.)) (hereafter the “General Partner”), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC), i.e. Florian Schuhbauer and Klaus Röhrig (50% each).
The Company has been established for an unlimited period of time. The Company’s registered office is located at 19, rue de Flaxweiler, L-6776 Grevenmacher (Luxembourg) and it is registered with the Register of Commerce and Companies of Luxembourg (Registre de Commerce et des Sociétés Luxembourg) under number B 148.525. The shares are listed on the regulated market of the Frankfurt Stock Exchange (WKN: A0YF5P / ISIN: LU0472835155) in the Prime Segment.
The financial year starts on 1 January and ends on 31 December. The Company also prepares consolidated financial statements according to IFRS Accounting Standards as adopted by the European Union, which are published according to the provisions of the Luxembourg law.
The annual accounts as of 31 December 2024 of the Company are prepared in accordance with current Luxembourg legal and regulatory requirements under the historical cost convention and the going concern assumption. The presentation of some accounts has been modified for the year ended 31 December 2024 when compared to the presentation used in respect of the financial year ended 31 December 2023. As a consequence, and in order to ensure comparability across both financial years, certain amounts in respect of 31 December 2023 have been reclassified from Trade Creditors due and payable within one year to Other Creditors due and payable within one year. The reclassification for comparability purpose concerns only accounts from the balance sheet and therefore 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 General Partner to exercise their judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Supervisory Board and the General Partner believe that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.
The Company maintains its accounting records in Euro (EUR). The annual accounts are expressed in this currency. Transactions denominated in foreign currencies other than EUR are translated separately into EUR at the exchange rates ruling at the date of transaction.
All other assets, including long term loans disclosed under fixed assets, expressed in currencies other than EUR are valued individually. Debtors are stated at their nominal value. Value adjustments are recorded if the net realizable value is lower than the book value. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Exchange losses and gains resulting from this conversion are recorded in the profit and loss account of the year. The exchange gains are recorded in the profit and loss account at the time of their realization.
Liabilities expressed in currencies other than EUR are valued individually at the higher of their value translated into EUR at historical exchange rates or at the exchange rates prevailing at the balance sheet date. Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on a linear method. Realized and unrealized exchange losses and gains resulting from this conversion are recorded in the profit and loss accounts of the year. The exchange gains are recorded in the profit and loss account at the time of their realization.
The other interest receivable and similar expenses / interest payable and similar expenses of the Company are directly charged to the profit and loss account of the year in which they are incurred.
Intangible assets are valued at their acquisition costs including the expenses incidental hereto. The acquisition costs are amortized over the expected useful life.
ing the expenses incidental hereto. Value adjust-
For financial fixed assets, the movements for the year are as follows:
| (in EUR) | (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) | (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 | - |
| Net book value as of 1 January 2023 | 106,861,749 |
|---|---|
| Net book value as of 31 December 2023 | 209,539,097 |
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 Registre 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.
| Net equity at | the balance | Profit or loss | Net book | sheet date of | for the last | financial | financial | Percentage | of owner- | Last balance sheet | concerned* |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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
Other financial assets are recorded in which the Company holds less than 20% of the share capital and amount to EUR 1,892,041 (31 December 2023: EUR 1,649,231). Total investment is committed for USD 2,500,000 and is called by tranches.
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 ownership | Last balance sheet date | Net equity (USD) | Profit for the financial year (USD) |
|---|---|---|---|
| 1.85% | 31 December 2024 | 131,816,636 | 3,862,150 |
Changes in equity are:
| Subscribed capital | Share premium | Legal Reserve | Other reserves | Profit (loss) brought forward | Profit (loss) for the financial year | Total (in EUR) | |
|---|---|---|---|---|---|---|---|
| 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 | |
| Result for the financial year | 0 | 0 | 0 | 0 | 0 | (1,796,660) |
(1,796,660)
564,385
198,326,005
56,439
258.085
12,429,188
(1,796,660)
209,900,442
Legal Reserve was set at 36,359,162 (2023: 36,359,162) ordinary shares and one (1) unlimited share, with an accounting par value of EUR 564,384.91 (2023: EUR 564,384.91). The ordinary shares are listed on the regulated market of the Frankfurt Stock 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.
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.
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 |
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.
This income amounted to EUR 544,046 (2023: EUR 45,560,888) based on dividend payments received from:
In the previous financial year 2023, following the dividend received from exceet Holding S.à r.l. on 27 July 2023 in the amount of EUR 45,500,000, H2APEX Management S.à r.l. re-assessed the value of exceet Holding S.à r.l. and noted that there was a permanent decrease in value, resulting in an impairment of EUR 31,480,511 which has been booked.
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).
For 2024, an amount of EUR 398,502 (2023: EUR 303,126) has been recognized in the profit and loss statement for the remuneration of the Supervisory Board. EUR 147,600 (2023: EUR 180,000) have been recognized in the profit and loss account as management fee for the General Partner (EUR 35,100) and remuneration of the Board of Managers of the General Partner (EUR 112,500).
Furthermore, 100,000 stock options have been granted to the Supervisory Board member Prof. Dr. Heinz Jörg Fuhrmann for an exercise price of EUR 5.50. Prof. Dr. Matthias Beller as Member of the Supervisory Board received 50,000 Stock Options for an Exercise Price of EUR 5.50. Prof. Beller left the Supervisory Board on 3 December 2024 with the effect that these Stock Options forfeited.
As consideration for Roland Lienau’s (Chairman of the Supervisory Board) contribution to the business combination between the Company and the German APEX Group (in particular, the deal sourcing, relationship management, support of the key negotiations and his laborious assistance throughout the entire M&A process), 660,000 stock options have been granted to Lien HoldCo (related party to Roland Lienau). The exercise price for each of these options shall be EUR 5.50. These stock options are fully vested as of the acceptance and must be exercised by 31 December 2027 (“Expiry Date”).
As of 31 December 2024, 2,694,375 Stock Options are outstanding:
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 granted to the purchaser an independent guarantee to fulfil any and all payment claims of the purchaser against the seller (being the indirect subsidiary exceet Group AG) under the share purchase agreement up to an amount of EUR 4,912,409 in case the seller has not paid such claims to the purchaser when due and payable under the share purchase agreement. The guarantee expires seven years after the closing date, which was 30 April 2021.
During the financial year, the Company had no employees (2023: 0).
Tel. 352 45 123-1
1, rue Jean Piret
www.bdo.lu
Boîte Postale 351
L-2013 Luxembourg
To the Shareholders of
19, rue de Flaxweiler
L-6776 Grevenmacher
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.
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 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
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.
Our audit procedures on the valuation of shares in affiliated undertakings and of investments held as fixed assets included, but were not limited to:
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
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.
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.
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
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:
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
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:
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
H2APEX Group SCA
19, rue de Flaxweiler
L-6776 Grevenmacher
Grand Duchy of Luxembourg
H2APEX Group SCA
icobra, Stuttgart - Germany
H2APEX Group SCA
Investor Relations
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