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H2APEX Group SCA
Interim / Quarterly Report • Aug 28, 2025
9320_rns_2025-08-28_b0b875c1-7e9d-436f-8f61-1818e835a4b5.pdf
Interim / Quarterly Report
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FIRST HALF-YEAR 2025 PERFORMANCE REPORT
H2APEX Group SCA 19, rue de Flaxweiler L-6776 Grevenmacher Grand Duchy of Luxembourg
1
INTERIM MANAGEMENT REPORT
- Group revenue amounts EUR 4.2 million (H1 2024: EUR 17.5 million). Contract assets as of 30 June 2025 decreased to EUR 14.4 million (31 December 2024: EUR 17.4 million)
- Revenue guidance for fiscal year 2025 remains in the range between EUR 6 million EUR 8 million.
- Backlog stands at EUR 11.5 million as of 30 June 2025 (31 December 2024: EUR 9.5 million) due to realization of project revenues and additional service contracts. H2 filling stations were successfully handed over to the customer Rebus in Q1 2025. In the first half of the year 2025, 39 tons from own hydrogen production were delivered.
- With notarial deed dated 31 March 2025, APEX Nova Holding GmbH, a 100% subsidiary of H2APEX Group SCA, acquired all shares of HH2E Werk Lubmin GmbH, Lubmin, along with a strategically significant hydrogen project at the Lubmin site. On 1 July 2025, H2APEX Nova Holding GmbH became the legal owner of the acquired shares of HH2E Werk Lubmin GmbH. H2APEX consequently expands its industrial hydrogen business in Lubmin, Germany's key location for the hydrogen industry and therefore strengthens its strategic focus on expanding the in-house hydrogen production.
- In August 2025, H2APEX entered into a strategic partnership with Copenhagen Infrastructure Partners (CIP) – one of the world's leading investment companies in the field of energy infrastructure investments. Through its Energy Transition Fund (CI ETF I), CIP has become a majority strategic investor, acquiring a 70% stake in the first development phase of H2APEX's IPCEI-funded hydrogen project with up to EUR 15 million development expenses in Lubmin.
- Since February 2025, Markus Lesser has been a new member to the Supervisory Board of H2APEX Group SCA. Markus Lesser has over 30 years of experience in the international energy sector, with focus on renewable energy, project development and corporate leadership in global markets. In addition, since 27 June 2025, Klaus Röhrig has been elected as new member of the Supervisory Board after Florian Schubauer stepped down, representing Active Ownership. Klaus Röhrig is Co-CIO and founding partner of Active Ownership Capital S.à r.l., with extensive experience in investment strategy, corporate finance, and M&A, as well as serving on various supervisory boards across multiple industries. Furthermore, Philipp Klecka has been appointed as new manager of H2APEX Group SCA's general partner, replacing Klaus Röhrig in this role since 26 June 2025. He brings extensive experience from previous roles at Goldman Sachs, Lazard and IEG.
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Rounding differences can occur
1) Earnings Before Interest and Taxes
- 2) Earnings Before Interest, Taxes, Depreciation and Amortization
- 3) Earnings Before Interest, Taxes, Depreciation and Amortization, elimination of the expenses for the SOP
Financial Performance
Revenue decreased in H1 2025 to EUR 4.2 million (H1 2024: EUR 17.5 million) mainly due to project status. The directly attributable costs related to these projects decreased to EUR 6.8 million (H1 2024: 18.5 million).
The number of employees counted 159 employees (FTE) as of 30 June 2025 (31.12.2024: 139 employees (FTE). Personnel costs increased to EUR 6.1 million in H1 2025 (H1 2024: EUR 4.6 million), which is in line with the increasing number of employees. Further, other operating expenses increased to EUR 5.6 million in H1 2025 compared to EUR 4.1 million in H1 2024. The increase is mainly due to consulting costs in relation to the acquisition of HH2E Lubmin Werk GmbH, the joint venture with Copenhagen Infrastructure Partners, and other projects. Depreciation and amortization decreased to EUR 1.3 million (H1 2024: EUR 4.5 million) due to an EUR 2.9 million impairment of a property in 2024. The financial loss in H1 2025 increased to EUR 1.4 million (H1 2024: EUR 0.6 million).
EBITDA decreased in H1 2025 to minus EUR -13.3 million (H1 2024: minus EUR 9.0 million). EBITDA adjusted eliminated the costs for share based payments in H1 2025 of EUR 0.4 million (H1 2024: EUR 0.4 million) as well as transaction-related legal costs of EUR 0.6 million (H1 2024: EUR 0.0 million) and amounted to minus EUR 12.3 million (H1 2024: minus EUR 8.6 million).
The loss of the period H1 2025 amounted to EUR 16.0 million, compared to a loss of EUR 14.1 million in H1 2024.
Group Balance Sheet Positions
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As of 30 June 2025, the total assets amounted to EUR 92.0 million, compared to EUR 91.2 million as of 31 December 2024.
The non-current assets increased to EUR 61.6 million (31 December 2024: EUR 53.7 million).
Current assets decreased to EUR 30.4 million, compared to EUR 37.5 million at year-end 2024. The decrease of the cash position from EUR 16.1 million as of 31 December 2024 down to EUR 11.5 million as of 30 June 2025 has the biggest effect due to project und operating expenses and repayment of loans. Further, contract assets decreased to EUR 14.4 million (31 December 2024: EUR 17.4 million). Working capital items as trade receivables and other current assets remained relatively stable.
At the end of the reporting period, H2APEX Group's equity amounted to EUR 15.0 million, compared to EUR 30.3 million as of 31 December 2024. This represents an equity ratio of 16,3% (31 December 2024: 33.2%).
The non-current liabilities amounted to EUR 37.8 million (31 December 2024: EUR 34.2 million). Current liabilities increased to EUR 39.2 million (31 December 2024: EUR 26.7 million). The increase mainly results from a shareholder loan with the amount of EUR 19.5 million. Provisions decreased to EUR 8.0 million (31 December 2024: EUR 9.4 million), trade payables decreased to EUR 9.5 million as of 30 June 2025 (31 December 2024: EUR 12.9 million) and other current liabilities remained unchanged with EUR 0.7 million (31 December 2024: EUR 0.7 million).
Cash Development and Net Cash
As of 30 June 2025, the cash and cash equivalents amounted to EUR 11.5 million (31 December 2024: EUR 16.1 million).
Financial liabilities summed up to EUR 57.0 million (31 December 2024: EUR 36.9 million). The increase in the first six months is mainly due to newly issued convertible shareholder loans.
Market Environment
Modest growth expected for the Euro area
H2APEX business focus lies in the Euro area, primarily in Germany. According to the IMF July 2025 outlook for the Euro area, GDP growth was at 0.9% in 2024 and is expected to come in at 1.0% in 2025, driven by
investment and net exports, even as private consumption lost steam. According to the IMF, GDP growth in the Euro area is projected to rise to 1.2% in 2026. This is due to the effects of front-loading fading and the economy growing at potential. Revised defense spending commitments are expected to have an impact in subsequent years.. The IMF notes that continued weaknesses in manufacturing suggest a more sluggish recovery in countries such as Germany. GDP growth projections for Germany are at 0.1% in 2025 and 0.9 % in 2026.
Market for Hydrogen in the EU and Germany
Hydrogen is a central component of the strategy for achieving the EU climate targets for 2030 and is particularly relevant for Germany as an industrial hub. Within this framework, by 2030 at least 40 GW of electrolysis capacity is to be available in the EU and up to 10 million tons of green hydrogen are to be produced annually in the EU. The investment volume for this is estimated at around EUR 300 billion and will be supported to a considerable extent by state subsidies. In Germany, 10 GW of electrolysis capacity is to be created by 2030 – subsidies amounting to EUR 9 billion have already been pledged for hydrogen technology. Green hydrogen is of particular importance here: it contributes to the decarbonization of the economy and the decreasing costs for hydrogen electrolysis plants due to economies of scale make hydrogen an attractive option for industry, infrastructure and mobilitiy.
The Groups unique selling proposition to provide clean hydrogen at any time and any place enters into the next phase. After scaling supporting functions and growth of team size and quality we successfully built decentralized third party hydrogen production. In 2025 H2APEX redefined its strategy by expanding the own hydrogen production and strengthens the Groups activities at Germany's most important hydrogen industry hub. In July 2024 the public grant of EUR 167 million for our 100 MW H2ERO plant, in 2025 the acquisition of 100% of shares of HH2E Lubmin Werk GmbH, Lubmin and the joint venture with Copenhagen Infrastructure Partners enabled H2APEX to inforce the group's strategy. Management Board is concentrated on sustainable improvement of market capitalisation by increasing high margin hydrogen production, distribution and storage.
Opportunities and Risk Report
Financial risk factors
Market risks (Interest, Currency, Price risk)
As part of the financing of its projects, H2APEX uses a leverage effect to limit its equity capital contribution. If a project company, or its holding company, were to fail to meet its payment obligations under its financing agreements or fail to comply with certain minimum debt service coverage ratios, such default could render the project debt immediately due. In the absence of a waiver or a restructuring agreement on the part of the lenders, the lenders may be entitled to seize the assets or securities pledged as collateral (including H2APEX's interest in the subsidiary that holds the facility).
H2APEX's business and growth plan require significant financing and refinancing through the use of equity and external debt. In particular, H2APEX will have to invest significantly in connection with the awarded contracts. The ability to raise additional funds will depend on financial and economic conditions, as well as other factors, which may be beyond H2APEX's control.
In the EU, and particularly in Germany, several projects support the decarbonization through green hydrogen. However, the Group may only partially be granted the amount of public funding applied for, if any. Instead, the Group's competitors could benefit from public funding. This could adversely affect the Group's competitive position, business, and prospects. In case the Group is granted public funding, such funding may be significantly delayed and, as a result, the Group may have to bear significant costs when they occur before receiving any public funds. Further, the granting of public funding may be conditional and require compliance with certain obligations, and it may also restrict the Group in the use of funds. In case the Group does not comply with such conditions, it may have to return granted fundings, in part or in whole.
Moreover, existing public policies could be changed or even reversed, due to a law or a regulatory or administrative regulation which seeks to favor certain traditional sources of energy or alternative renewable energy sources or because of budget constraints entailing a reduction in public funds available for the implementation of such policies which support decarbonized solutions, including green hydrogen.
Credit risk
Credit risks exist regarding financial institutions and customers. The credit risk with respect to financial institutions predominantly arises from liquid funds. In order to minimize a possible risk of default, financial instruments are mainly entered into with counterparties with prime credit ratings. The credit risk with respect to customers consists of granting terms of credit and the associated risk of default. Credit risk is managed on a groupwide basis. Credit risks arise from cash and cash equivalents, and deposits with banks and financial institutions. Credit exposures to customers, including outstanding receivables and committed transactions, are managed by the individual group companies. The monitoring of the credit risks is supported by an internal monthly reporting.
Liquidity risk
With regard to debt financing, H2APEX is exposed to the risk of changes in interest rates in the event of a renewed financing, which could increase its financing cost and, under certain circumstances, lead to a reduction of its return on capital. It cannot be ruled out that credit institutions may in general limit their willingness to grant H2APEX such short-term financing due to several different developments.
Furthermore, equity raisings by H2APEX, such as the issue of new shares to shareholders and new investors may not be successful or feasible on favorable terms.
Lack of ability to obtain sufficient funding in the future could have a material adverse effect on H2APEX's growth opportunities, business and financial condition and could, in the future, result in insolvency or liquidation of H2APEX. H2APEX manages this risk by controlling liquidity and liquidity forecasts on a regular basis.
Outlook
For the current fiscal year 2025, the Group expects its growth course to continue and to aim revenue in a range between EUR 6 million to EUR 8 million. This development will be supported by revenues from the development, 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.
The EU funding granted in July 2024 for our 100 MW H2ERO plant, for which the company has applied for funding totaling EUR 167 million and the joint venture with Copenhagen Infrastructure Partners to execute the project, 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.
Grevenmacher, Grand Duchy of Luxembourg, 28 August 2025
H2APEX Management S.à r.l. in its capacity as General Partner of H2APEX Group SCA
INTERIM FINANCIAL STATEMENTS (CONSOLIDATED)
INTERIM BALANCE SHEET (consolidated)
| unaudi t ed | audi t ed | |
|---|---|---|
| (in EUR 1,000) | 30 June 2025 | 31 December 2024 |
| ASSETS | ||
| Non- current asset s | ||
| Int angi bl e asset s | 607 | 584 |
| Property, plant and equipment | 51. 243 | 49. 990 |
| Ri ght - of - use asset s | 682 | 564 |
| I nvest ment s | 557 | 2. 449 |
| Advance payments on financial investments | 7. 371 | 0 |
| Deferred tax assets | 1. 183 | 157 |
| Tot al non-current assets | 61. 644 | 53.744 |
| Current assets | ||
| I nvent or i es | 199 | 191 |
| Contract assets | 14. 438 | 17. 409 |
| Trade receivables, net | 1. 690 | 2. 213 |
| Q her current recei vables | 2. 517 | 1.617 |
| Cash and cash equivval ent s | 11. 546 | 16. 074 |
| Total current asset s | 30. 390 | 37. 504 |
| Tot al asset s |
92. 034 | 91.248 |
| EQUI TY | ||
| Share Capit al | 564 | 564 |
| Share Premium | 111. 204 | 111. 204 |
| Ret ai ned er ani ngs | ( 80. 898) | (53.741) |
| Profit for the year | (15. 985) | ( 27. 900) |
| Non- control I i ng i nt er est s | 147 | 204 |
| Tot al equit y | 15. 032 | 30. 333 |
| LI ABI LI TI ES | ||
| Non- current liabilities | ||
| Other financi al li abiliti es | 36. 135 | 33. 801 |
| Cther non-current liabilities | 466 | 230 |
| Deferred tax liabilities | 1. 183 | 157 |
| Tot al non- current li abiliti es | 37.784 | 34. 188 |
| Current liabilities | ||
| Fi nanci al Li abiliti es from banks | 107 | 113 |
| Shar ehol der loans current | 20. 728 | 3.008 |
| Fi nanci al lease li abiliti es current | 232 | 348 |
| Provi si ons | 7.991 | 9. 440 |
| Li abilities fromt ax | 0 | 6 |
| Trade payabl es | 9. 510 | 12. 906 |
| Contract Li abilities | 0 | 233 |
| Q her current liabilities | 650 | 671 |
| current liabilities Tot al |
39. 218 | 26. 726 |
| Tot al li abiliti es |
77.002 | 60. 914 |
| Total equity and liabilities | 92. 034 | 91.248 |
Rounding differences can occur
INTERIM INCOME STATEMENT (consolidated)
The accompanying notes are an integral part of the Interim Financial Statements (consolidated).
| 3 mont hs | 6 mont hs | |||
|---|---|---|---|---|
| unaudi t ed | unaudi t ed | unaudi t ed | unaudi t ed | |
| (in EUR 1,000) | 01.04. - 30.06.2025 |
01.04. - 30. 06. 2024 |
01.01. - 30. 06. 2025 |
01.01. - 30. 06. 2024 |
| Revenue | 2. 144 | 7. 353 | 4. 200 | 17. 475 |
| Costs of material s | ( 2. 889) | (8.681) | (6. 836) | ( 18. 540) |
| Goss profit | (745) | (1.328) | (2.636) | ( 1. 065) |
| Gross profit margin | (34, 7%) | (18, 1%) | (62, 8% | (6, 1%) |
| Q her income | 235 | 197 | 481 | 415 |
| Own work capital i zed | 296 | 380 | 570 | 380 |
| Employee benefits expense | (3.430) | ( 2. 252) | (6. 101) | ( 4. 568) |
| Other oper at ing expenses | ( 2. 516) | ( 2. 110) | (5. 575) | ( 4. 138) |
| Depreci at i on and amor t i zat i on | ( 656) | ( 3. 736) | (1.352) | ( 4. 519) |
| 1) Qper at i ng r esul t (EBI T) |
(6. 815) | ( 8. 849) | (14.612) | ( 13. 495) |
| EBI T mar gi n | n/a | n/ a | n/a | n/a |
| Fi nanci al i ncome | 16 | 32 | 17 | 133 |
| Fi nanci al expenses |
(1. 100) | (314) | (1.427) | (721) |
| Fi nanci al result , net | ( 1. 084) | ( 282) | ( 1. 410) | ( 588) |
| Profit / ( Loss ) before income tax | (7.899) | (9. 131) | (16.022) | ( 14. 083) |
| Income tax expense | ( 13) | ( 28) | (21) | ( |
| Profit / ( Loss ) | (7.913) | ( 9. 159) | (16.043) | (14. 133) |
| Profit / ( Loss) mar gi n | n/a | n/a | n/a | n/a |
| Qper at i ng r esul t ( EBI T) 1) | (6. 815) | ( 8. 849) | (14.612) | ( 13. 495) |
| Depreci at i on and amor t i zat i on | 656 | 3.736 | 1. 352 | 4.519 |
| Operating result before depreciation, amortization and impairment charges ( EBI TDA) 2) |
(6. 160) | (5. 113) | (13. 260) | ( 8. 976) |
| EBI TDA mar gi n | n/a | n/ a | n/ a | n/ a |
Rounding differences can occur
1) Earnings Before Interest and Taxes
2) Earnings Before Interest, Taxes, Depreciation and Amortisation
INTERIM STATEMENT OF COMPREHENSIVE INCOME (consolidated)
| (in EUR 1,000) | 01.04. - | 01.04. - | 01.01. - | 01.01. - |
|---|---|---|---|---|
| 30. 06. 2025 | 30. 06. 2024 | 30.06.2025 | 30. 06. 2024 | |
| Profit / ( Loss) for the period | (7.913) | 9. 159) | ( 16. 043) | 14. 133) |
| Items not to be reclassified to income stat ement : | 0 | O | 0 | 0 |
| Expenses directly offset with equity | 0 | O | 0 | 0 |
| Items not to be reclassified to income stat ement | 0 | 0 | 0 | 0 |
| Items to be reclassified to income statement : | ||||
| Expenses directly offset with equity (stock option program) | (271) | O | (397) | 0 |
| Currency translaation differences | 0 | O | 0 | 0 |
| Items to be reclassified to income statement | 0 | O | 0 | 0 |
| Total comprehensive income for the period | (8. 183) | ( 9. 159) | ( 16. 439) | ( 14. 133) |
| Attribut able to: | ||||
| Sharehol ders of the parent company | (8. 164) | ( 9. 145) | (16. 382) | ( 14. 113) |
| M nority interests | (19) | ( 14) | (57) | ( 20) |
| Total comprehensive income for the period | (8. 183) | ( 9. 159) | ( 16. 439) | 14. 133) |
INTERIM STATEMENT OF CASH FLOWS (consolidated)
| unaudi t ed | unaudi t ed | |
|---|---|---|
| (in EUR 1,000) | 01.01. - | 01. 01. - |
| 30. 06. 2025 | 30. 06. 2024 | |
| Profit before income tax | ( 16. 022) | ( 14. 133) |
| Adjust ment for non-cash transactions | ||
| Amortisation and impairment of tangible and intangible asset s | 1. 352 | 4. 519 |
| I mpair ment on i nt angi bl e asset s | 4. 462 | |
| Change of provi si ons | ( 1. 157) | |
| Fi nanci al expenses |
1. 390 | 588 |
| Other non-cash expenses | 1 | O |
| Qperating net cash before changes in net working capital | ( 14. 435) | (4.564) |
| Changes to net working capital | ||
| i nvent or i es | (8) | O |
| recei vabl es | 523 | 1. 552 |
| accrued income and contract assets | 2. 971 | ( 12. 218) |
| li abi liti es | (3.277) | ( 151 ) |
| accrued expenses and contract liabilities | ( 2. 153) | (1.284) |
| Tax pai d | (321) | ( 50) |
| Interest pai d | 229 | ( 104) |
| Cashflows from operating activities | (16. 472) | ( 16. 819) |
| Acqui sition of subsidi aries, net of cash acquired | (4.738) | O |
| Purchase of tangible assets | (2.746) | (3. 090) |
| Cashflows from investing activities | (7.485) | (3. 090) |
| Proceeds/ (Repayments) of borrowings | 18.720 | O |
| Proceeds/ (Repayments) of financi al liabilities | 710 | (8.440) |
| Cashflows from financing activities | 19. 430 | (8.440) |
| Net changes in cash and cash equival ents | (4.527) | ( 28. 349) |
| Cash and cash equi val ents at the beginni ng of the period | 16. 074 | 44. 466 |
| Net changes in cash and cash equival ents | (4.527) | ( 28. 349) |
| Effect of exchange rate gains | (1) | O |
| Cash and cash equival ents at the end of the period | 11. 546 | 16. 117 |
INTERIM STATEMENT OF CHANGES IN EQUITY (consolidated)
| Tot al | ||||||
|---|---|---|---|---|---|---|
| Issued and | Non- | shar ehol de | ||||
| pai d- i n | control I i n | rs | ||||
| shar e | Capi t al | Ret ai ned | g | of the | ||
| (in EUR 1,000) | capi t al | r eser ves | ear ni ngs | Subt ot al | i nt er est s | par ent |
| BALANCES AT 1 JANUARY 2025 | 564 | 111. 204 | (81. 640) | 30. 128 | 204 | 30. 333 |
| Profit for the period |
0 | 0 | ( 15. 985) | ( 15. 985) | ( 57) | (16.043) |
| Effects from reversed acquisition | 0 | 0 | 0 | 0 | 0 | 0 |
| For ei gn currency translation differ ence | 0 | 0 | 0 | 0 | 0 | 0 |
| Expenses directly offset with equity | 0 | 0 | ( 397) | (397) | 0 | (397) |
| Capital increase | 0 | 0 | 0 | 0 | 0 | 0 |
| Changes in share premium | 0 | 0 | 0 | 0 | 0 | 0 |
| Changes in capital reserves | 0 | 0 | 1. 138 | 1. 138 | 0 | 1. 138 |
| BALANCES AT 30 JUNE 2025 | 564 | 111. 204 | 96. 884) | 14. 884 | 147 | 15.032 |
| 564 | 111. 204 | ( 54. 025) | 57.743 | 127 | 57.870 | |
| for the period | 0 | 0 | (14. 133) | (14. 133) | (20) | (14. 153) |
| 0 | 0 | O | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | 0 | |
| Expenses directly offset with equity | 0 | 0 | 0 | 0 | 0 | 0 |
| BALANCES AT 1 JANUARY 2024 Pr of i t Effects from reversed acquisition For ei gn currency translation differ ence Capital i ncrease |
0 | 0 | 0 | 0 | 0 | 0 |
| Changes in share premium | 0 | 0 | 0 | 0 | 0 | 0 |
Notes to the interim financial statements (condensed & consolidated)
1 General information
H2APEX Group SCA and its subsidiaries (until 18 January 2024 "exceet Group SCA" and hereafter the "Group" or "H2APEX") is a company existing as a "société en commandite par actions" under the law of the Grand Duchy of Luxembourg and listed on the regulated market of the Frankfurt Stock Exchange (WKN: A0YF5P / ISIN: LU0472835155) in the Prime Standard segment. The business objective of the Group is to develop projects for the decentralized supply of green hydrogen.
H2APEX Group SCA has been established for an unlimited period and moved its registered office from 17, rue de Flaxweiler, L-6776 Grevenmacher to 19, rue de Flaxweiler, L-6776 Grevenmacher (Grand Duchy of Luxembourg) in November 2023, and is registered with the Register of Commerce and Companies of Luxembourg under number B148525.
On 18 January 2024, the shareholders decided at the extraordinary general meeting ("EGM") to rename exceet Group SCA into H2APEX Group SCA. With the renaming of a common branding with APEX Group was finalized.
The Articles of Association have most recently been modified on 25 July 2025.
H2APEX Group SCA is managed by H2APEX Management S.à r.l. (until 18 January 2024 "exceet Group S.à r.l." and hereafter referred to as the "General Partner"), a private limited liability company under the law of Luxembourg (société à responsabilité limitée (S.à r.l.)), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC), Florian Schuhbauer and Klaus Roehrig (50% each).
The Group's purpose is investing and developing projects for the decentralized supply of green hydrogen. The Group develops and operates green hydrogen production plants and offers solutions for adjacent areas such as storage, district heating, and mobility. The Group serves customers in Germany and Luxembourg.
| Ref. Company | Country | Year of acquisition / first time consolidation |
Segment | Activity | Directly controlled by (use numbers from 1st column) |
capital | Share in the Share of the votes |
|
|---|---|---|---|---|---|---|---|---|
| 1 | H2APEX Group SCA | LUX | 2023 | C&O | Holding | N/A | N/A | N/A |
| 2 | RLG Holding GmbH | GER | 2023 | Holding | Corporate | 1 | 100% | 100% |
| 3 | RLG GmbH & Co.KG | GER | 2023 | Holding | Corporate | 2 | 100% | 100% |
| 4 | Northern Hydrogen Properties GmbH | GER | 2023 | Holding | Corporate | 3 | 100% | 100% |
| 5 | APEX Capital GmbH | GER | 2023 | Holding | Corporate | 2 | 100% | 100% |
| 6 | APEX Nova Holding GmbH | GER | 2019 | Holding | Holding | 1 | 100% | 100% |
| HydroExceed GmbH | GER | 2022 | Storage | Production of pressure tanks | 6 | 100% | 100% | |
| 8 | AKROS Energy GmbH | GER | 2020 | Storage | Development of chemical storage solutions | 6 | 100% | 100% |
| 9 | GHS 1 GmbH | GER | 2020 | Own Operations | Hydrogene Powerplant Laage | 6 | 100% | 100% |
| 10 | GHS 2 GmbH | GER | 2020 | Own Operations | Hydrogene Powerplant IPCEI | 6 | 100% | 100% |
| 11 | GHS 3 GmbH | GER | 2020 | Own Operations | Hydrogene Powerplant Laage (extention) | 6 | 100% | 100% |
| 12 | GHS 4 GmbH (*) | GER | 2023 | Own Operations | Hydrogene Powerplant Lubmin | 6 | 100% | 100% |
| 13 | APEX Energy GmbH | GER | 2006 | Project Developmet Customer Projects | 6 | 100% | 100% | |
| 14 | HYSENC Entwicklungsgesellschaft mbH | GER | 2021 | Own Operations | Hydrogene Powerplant control software | 13 | 100% | 100% |
| 15 | Plant Engineering GmbH | GER | 2023 | Project Developmet Customer Projects | 13 | 90% | 90% |
The consolidated H2APX Group SCA group currently consists of the following companies:
2
The accounting principles applied to the consolidated financial statements at 30 June 2025 have been amended to comply with all new and revised IFRS standards and interpretations adopted by the European Union (EU) with effective date in 2024.
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3 Basis of preparation
The interim condensed consolidated financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34, "Interim financial reporting".
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements.
Use of estimates and judgments
The preparation of the interim condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Taxes on income in the interim periods are accrued using the local tax rate that would be applicable to expected total annual profit or loss.
Consolidated statement of comprehensive income
The consolidated statement of comprehensive income has been presented by using "cost by nature" method.
Seasonality
Revenues and costs are not influenced by seasonal effects, but are impacted by the economic environment in the markets the Group is operating in.
4 Financial risk management and financial instruments
Financial risk factors
Market risk
As part of the financing of its projects and business streams, H2APEX uses a leverage effect to limit its equity capital contribution. If a project company, or its holding company, were to fail to meet its payment obligations under its financing agreements or fail to comply with certain minimum debt service coverage ratios, such default could render the project debt immediately due. In the absence of a waiver or a restructuring agreement
on the part of the lenders, the lenders may be entitled to seize the assets or securities pledged as collateral (including H2APEX's interest in the subsidiary that holds the facility). H2APEX's business and growth plan require significant financing and refinancing through the use of equity and external debt. H2APEX will have to invest significantly in connection with the awarded contracts. The ability to raise additional funds will depend on financial and economic conditions, as well as other factors, which may be beyond H2APEX's control.
Cash requirements have so far been assured through tools such as shareholder loans and guarantees, bank borrowing, capital increases, issuance of bonds and conditional grants, and advances. With regard to shortterm debt financing, H2APEX is exposed to the risk of changes in interest rates in the event of a renewed shortterm and long-term financing, which could increase its financing cost and, under certain circumstances, lead to a reduction of its return on capital. It cannot be ruled out that credit institutions may in general limit their willingness to grant H2APEX such short-term financing due to several different developments.
Furthermore, equity raisings by H2APEX, such as the issue of new shares to shareholders and new investors may not be successful or feasible on favorable terms.
Lack of ability to obtain sufficient funding in the future could have a material adverse effect on H2APEX's growth opportunities, business and financial condition and could, in the future, result in insolvency or liquidation of H2APEX. In the EU, and particularly in Germany, several projects support the decarbonization through green hydrogen. In Germany, for example, green hydrogen flagship projects are supported with a EUR 700 million funding volume, being the largest funding initiative ever provided by the German Federal Ministry of Education and Research (Source: BMBF, National Projects). On EU level, important projects of common European interest ("IPCEI") are promoted, including several green hydrogen projects. In the context of the hydrogen hub "doing hydrogen", an initiative which seeks to connect different hydrogen projects throughout Germany to form a hub linking production, transport, storage and consumption of hydrogen, H2APEX has been granted for IPCEI funding in an amount of EUR 166 million. H2APEX competitors could also benefit from public funding. This could dilute the H2APEX competitive position, business, and prospects. As H2APEX has granted public funding, such funding may be significantly delayed and, as a result, H2APEX may have to bear significant costs when they occur before receiving any public funds. Further, the granting of public funding may be conditional and require compliance with certain obligations, and it may also restrict H2APEX in the use of funds. In case H2APEX does not comply with such conditions, it may have to return granted fundings, in part or in whole.
In the past, H2APEX has received subsidies in the form of funding for personnel expenses for the development of a chemical hydrogen storage solution and has applied for further public funds. Applications are reviewed on a case-by-case basis by the authorities to determine the feasibility of the underlying project. Aids or grants are the subject of a contract between H2APEX and the public entity and are systematically subject to objective criteria, such as the relevance of the project throughout the contract concluded or compliance with certain elements of profitability. If H2APEX were to accept a refusal in its request for aid, this could also call into question the viability of a project and lead to its abandonment.
Moreover, existing public policies could be changed or even reversed, due to a law or a regulatory or administrative regulation which seeks to favor certain traditional sources of energy or alternative renewable energy sources or because of budget constraints entailing a reduction in public funds available for the implementation of such policies which support decarbonized solutions, including green hydrogen.
In addition, the Group is exposed to macroeconomic risks and price volatility, particularly in the context of increasing costs for key materials, construction services, and energy-related components required for the development of hydrogen infrastructure. These risks are further intensified by ongoing geopolitical uncertainties and potential changes to regulatory frameworks or public funding policies. To manage these risks, the Group applies proactive procurement strategies, regularly reassesses project economics, and maintains close dialogue with suppliers and funding bodies to ensure flexibility and cost control.
Credit risk
Credit risks exist regarding financial institutions and customers. The credit risk with respect to financial institutions predominantly arises from liquid funds. In order to minimize a possible risk of default, financial instruments are mainly entered into with counterparties with prime credit ratings. The credit risk with respect to customers consists of granting terms of credit and the associated risk of default. Credit risk is managed on a groupwide basis. Credit risks arise from cash and cash equivalents, and deposits with banks and financial institutions. Credit exposures to customers, including outstanding receivables and committed transactions, are managed by the individual group companies. The monitoring of the credit risks is supported by an internal monthly reporting.
Fair value of financial assets and liabilities measured at amortized costs:
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Liquidity risk
With regard to debt financing, H2APEX is exposed to the risk of changes in interest rates in the event of a renewed financing, which could increase its financing cost and, under certain circumstances, lead to a reduction of its return on capital. It cannot be ruled out that credit institutions may in general limit their willingness to grant H2APEX such short-term financing due to several different developments.
Furthermore, equity raisings by H2APEX, such as the issue of new shares to shareholders and new investors may not be successful or feasible on favorable terms.
Lack of ability to obtain sufficient funding in the future could have a material adverse effect on H2APEX's growth opportunities, business and financial condition and could, in the future, result in insolvency or liquidation of H2APEX. H2APEX manages this risk by controlling liquidity and liquidity forecasts on a regular basis.
The fair values of current and non-current borrowings are as follows:
| unaudi t ed | audi t ed | |
|---|---|---|
| (in EUR 1,000) | 30 June 2025 | 31 December 2024 |
| CARRYI NG AMOUNT | ||
| Non current liabilities: | ||
| Fi nanci al li abiliti es | 36. 135 | 33. 801 |
| Current liabilities: | ||
| Debts with credit institutions | 107 | 113 |
| Trade and other payables | 9. 510 | 12. 906 |
| Fi nanci al li abiliti es | 20. 728 | 3. 008 |
| Tot al | 66. 480 | 49. 828 |
| FAIR VAI UF | ||
| Non current liabilities: | ||
| Fi nanci al li abiliti es | 36. 135 | 33.801 |
| Current i abilites: | ||
| Debts with credit institutions | 107 | 113 |
| Trade and other payables | 9. 510 | 12. 906 |
| Fi nanci al li abiliti es | 20. 728 | 3.008 |
| Tot al | 66. 480 | 49. 828 |
The carrying value less impairment provision of trade receivables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
5 Segment information
For management purposes, the Group is organised into business units products and services and has three reportable segments, as follows:
PROJECT DEVELOPMENT
The Project Development Segment includes all project development and system integration for third-party hydrogen plants. The turnkey solutions for the supply of hydrogen are modular, techagnostic and tailor-made to comply with complex and diverse customer requirements.
OWN OPERATIONS
The Own Operations Segment includes the production and selling of green hydrogen as well as the derivatives electricity and heat generated at its own hydrogen plants.
STORAGE SEGMENT
The Storage Segment includes the development and manufacturing of different hydrogen storage systems.
OTHERS
All other segments include costs for the holding and property companies and the acquisition and management of properties mainly in connection with the production of green hydrogen.
The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Income statement and capital expenditure by segment
| 01.01. - 30.06.2025 | Pr oj ect | Own | St or age | Ot her | Adj ust ment s Consol i dat ed | ||
|---|---|---|---|---|---|---|---|
| (in EUR 1,000) | Devel opment Oper at i ons | and el i mi nat i ons |
|||||
| Revenues | 4. 200 | 573 | 0 | 0 | ( 573) | 4. 200 | |
| Own work capitalized | ( 3) | 0 | 0 | 0 | 573 | 570 | |
| Qther income | 513 | 25 | 150 | 35 | ( 242) | 481 | |
| Cost of materials | 6. 838) | 0 | 1 | 0 | 0 | 6. 836) | |
| Employee benefits expense | (4. 330) | (622) | (725) | (423) | 0 | 6. 101) | |
| Depreci at i on and amort i zat i on expense |
( 1. 203) | (1) | ( 65) | ( રૂટ) | 0 | (1.325) | |
| Qther expenses | (2. 989) | ( 367 ) | ( 848) | (1.641) | 242 | 5.602) | |
| Financial results | |||||||
| Income/loss from equity investments | 0 | 0 | 0 | 0 | 0 | 0 | |
| I noome from other securities, interest and similar income |
5 | 0 | 0 | 1.724 | (1.712) | 17 | |
| Interest and similar expenses | 2. 035) | (5) | (318) | (781) | 1.712 | (1.427) | |
| 2. 030) | (5) | (318) | 943 | O | (1.410) | ||
| Income taxes | ( 1) | (4) | 0 | ( 15) | O | (21) | |
| Profit / Loss | ( 12. 681 ) | (400) | ( 1. 805) | (1.157) | 0 | (16. 043) |
1) EUR 3.386 thousand are recognized over time, while, EUR 815 thousand are recognized at a point of time.
| 01.01. - 30.06.2025 | Proj ect | Own | St or age | Ot her | Adjust ment s Consol i dat ed | ||
|---|---|---|---|---|---|---|---|
| (in EUR 1,000) | Devel opment Oper at i ons | and el i mi nat i ons |
|||||
| Total assets | 71.450 | 4. 244 | 5.919 | 368. 855 | (358. 434) | 92. 034 | |
| Tot al I i abil i t i es | 119. 071 | 5.873 | 8. 898 | 60. 189 | ( 117. 030) | 77.002 | |
| CAPI TAL EXPENDI TURES | 115 | 460 | 92 | 12 | 0 | 680 |
| 01.01. - 30.06.2024 | Proj ect | Own | St or age | Q her | Adj ust ment s | Consol i dat ed | |
|---|---|---|---|---|---|---|---|
| (in EUR 1,000) | Devel opment Oper at i ons | and el i mi nat i ons |
|||||
| Revenue | 17.785 | 229 | 0 | 0 | ( 539) | 17. 475 | |
| Own work capitalized | 0 | 0 | 0 | 0 | 380 | 380 | |
| Qther income | 432 | 3 | 46 | 149 | ( 215) | 415 | |
| Cost of materials | (18. 398) | ( 151) | 9 | 0 | 0 | (18. 540) | |
| Employee benefits expense | (3.097) | (378) | ( 639) | ( 454) | 0 | ( 4. 568) | |
| Depreci at i on and amort i zat i on expense |
( 1. 395) | (3) | ( 22) | 3.099) | 0 | (4.519) | |
| Other expenses | (2. 422) | (448) | (744) | (914) | 390 | (4. 138) | |
| Financial results | |||||||
| Income/I oss from equity i nvest ment s |
0 | 0 | 0 | 0 | 0 | 0 | |
| Income from other securities, interest and similar i ncome |
28 | 0 | 0 | 1.987 | ( 1. 882) | 133 | |
| Interest and similar expenses | ( 1. 918) | (18) | ( 145) | (21) | 1. 382 | (721) | |
| ( 1. 889) | ( 18) | ( 145) | 1. 965 | ( 500) | ( 587) | ||
| Income taxes | (45) | (3) | O | (3) | 0 | ( 50) | |
| Profit / Loss | (9.030) | (767) | ( 1. 495) | 2. 358) | (483) | (14. 133) |
1) EUR 17,210 thousand are recognized over time, while, EUR 265 thousand are recognized at a point of time.
| 01.01. - 31.12.2024 | Pr oj ect | Own | St or age | Ot her | Adjust ment s Consol i dat ed | |
|---|---|---|---|---|---|---|
| (in EUR 1,000) | Devel opment Oper at i ons | and el i mi nat i ons |
||||
| Tot al asset s | 79.410 | 2. 835 | 5. 509 - | 351.709 | (348. 209) | 91. 248 |
| Tot al li abiliti es | 114. 201 | 5. 318 | 6. 684 | 22.515 | ( 87. 804) | 60. 914 |
| CAPI TAL EXPENDI TURES | 1. 156 | 1.059 | 1.406 | 3.883 | 0 | 7.503 |
റ Financial result
The financial result comprises mainly finance expenses for interests.
7 Equity
Development of the share capital:
There were no changes in the share capital during the first half year of current financial year. The number of shares is presented as follows:
| Tot al Shares | Unl i mit ed Shar es |
Or di nar y Shar es |
|||
|---|---|---|---|---|---|
| Number of shares issued as at 1 January 2025 | 36. 359. 163 | 36. 359. 162 | |||
| Number of shares issued as at 30 June 2025 | 36. 359. 163 | 36. 359. 162 | |||
| Number of shares issued as at 1 January 2024 | 36. 359. 163 | 36. 359. 162 | |||
| Number of shares issued as at 30 June 2024 | 36. 359. 163 | 36. 359. 162 | |||
| Number of shares issued as at 31 December 2024 | 36. 359. 163 | 36. 359. 162 |
The Company's share capital as of 30 June 2025 amounts to EUR 564,384.91 (2024: EUR 564,384.91), represented by 36,359,162 ordinary shares (2024: 36,359,162) and one unlimited Share with no par value. The unlimited share is held by the General Partner. Ordinary shares are listed in the Prime Segment of the Frankfurt stock exchange.
8 Earnings per share
Earnings per share (EPS) is calculated by dividing the profit attributable to the ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares purchased by the Company and held as Treasury Shares.
Basic earnings per share
The calculation of basic EPS as of 30 June 2025 is based on the profit attributable to the owners of the parent and the weighted average number of Ordinary Shares outstanding of 36,359,162.
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Dilutive earnings per share
Diluted EPS are calculated by increasing the average number of shares outstanding by the total number of potential shares arising from option rights.
9 Dividends
No dividend resolution was passed at the ordinary annual general meeting held on 27 June 2025.
10 Ultimate controlling parties and related-party transactions
As of 30 June 2025, H2APEX has not been informed by any shareholder that a shareholder has interests of more than 50% in the parent company H2APEX Group SCA. H2APEX Group S.C.A. is managed by H2APEX Management S.à r.l. (hereafter the "General Partner"), a limited liability company under the law of Luxembourg (Société à responsabilité limitée (S.à r.l.)), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC) Florian Schuhbauer and Klaus Röhrig (50% each).
As of 30 June 2025, the Group has liabilities from shareholders with the amount of EUR 55.9 million (31 December 2024: EUR 33.8 million). This amount includes liabilities from loans and accrued interests on shareholder loans.
Further, the Group has receivables from shareholders with the amount of EUR 0.5 million as per 30 June 2025 (31 December 2024: EUR 0.5 million).
11 Significant Events after the balance sheet date
On July 1, 2025 H2APEX Nova Holding GmbH became the legal owner of the acquired shares of HH2E Werk Lubmin GmbH. H2APEX consequently expands its industrial hydrogen business in Lubmin, Germany's key location for the hydrogen industry and therefore strengthens its strategic focus on expanding the in-house hydrogen production.
On 23 April 2025, H2APEX Group SCA, as the borrower, entered into a EUR 20,000,000 convertible loan agreement with its shareholder, Active Ownership Fund SICAV SIF SCS ("AOF"), as the lender.
In July 2025, H2APEX Group SCA increased its share capital by issuing 13,793,274 new ordinary shares I bearer form without nominal value. The new shares were subscribed for at a price of EUR 2.20 per share. The new shares were subscribed by institutional investors through a cash contribution totaling EUR 10,000,000 and by the contribution of repayment and interest claims amounting to EUR 20,345,204 resulting from the aforementioned convertible loan granted by AOF for which the latter exercised its right to convert the loan amount (including accrued interest) into shares of H2APEX. As a result of the capital increase, H2APEX received total gross proceeds of approximately EUR 30,345,205.
In August 2025, H2APEX entered into a strategic partnership with Copenhagen Infrastructure Partners (CIP) – one of the world's leading investment companies in the field of energy infrastructure investments. Through its Energy Transition Fund (CI ETF I), CIP has become a majority strategic investor, acquiring a 70% stake in the first development phase of H2APEX's IPCEI-funded hydrogen project with up to EUR 15 million development expenses in Lubmin.
There are no other subsequent events after 30 June 2025 to be reported.
12 Alternative Performance Measures
12.1 EBIT
Earnings before interest, taxes, depreciation and amortization (EBITDA) is calculated as operating result (EBIT).
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12.2 EBITDA
Earnings before interest, taxes, depreciation and amortization (EBITDA) is calculated as operating result (EBIT) plus depreciation and amortization. EBITDA is an indicator of the operating profitability of the Group.
| (i n EUR 1,000) | H1 2025 | H1 2024 | Ref er ence |
|---|---|---|---|
| Oper at i ng resul t ( EBI T) | (14.612) | (13. 495) Consol i dat ed I ncome St at ement | |
| Depreci ati on on t angi bl e asset s | 1. 078 | 4. 230 | |
| Depreci at i on on r i ght - of - use asset s | 243 / | 281 | |
| Amortisation on int angi bl e asset s | 32 | 8 | |
| EBI TDA | (13. 260) | (8. 976) |
12.3 Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization (EBITDA) is calculated as operating result (EBIT) plus depreciation and amortization. Adjusted EBITDA is reflecting the elimination of the expenses for the SOP as well as transaction-related legal costs. Adjusted EBITDA is an indicator of the operating profitability of the Group as well.
| (in EUR 1,000) | H1 2025 | H1 2024 | Ref er ence | |
|---|---|---|---|---|
| Oper at i ng resul t ( EBI T) |
( 14. 612) | (13.495) | Consol i dat ed I ncome St at ement | |
| Depreci ati on on t angi bl e asset s | 1.078 | 4. 230 | ||
| Depreci at i on on right - of - use asset s | 243 | 281 | ||
| Amortisation on intangi bl e assets | 32 | 8 | ||
| Elimination of the expenses for the SOP | 423 | 453 | ||
| Elimination of transaction-related legal cost s |
553 | 0 | ||
| EBI TDA | (12. 283) | (8. 523) |
12.4 Order Backlog
Order Backlog shows the total of all not yet delivered customer orders at revenue value as at balance sheet date, to help to assess expected future revenue development.
| (in EUR 1,000) | 30 Jun 2025 | Ret er ence | |
|---|---|---|---|
| Order Backlog as per 30 June | 11. 505 | 9. 515 |
12.5 Net Cash
Net Cash ist calculated as financial debt adjusted for cash and cash equivalents to assist in presenting the Group's financial capacities at balance sheet date.
| (in EUR 1,000) | 30 June 2025 | 31 December 2024 | Ref er ence |
|---|---|---|---|
| Cash and Cash Equi val ent s | 11. 546 | 16. 074 Consol i dat ed Bal ance Sheet | |
| Sharehol der loans (current and non- current ) |
(56. 863) | ( 36. 809) Consol i dat ed Bal ance Sheet | |
| Financial lease liabilities (current and non- current ) |
(697) | ( 578) Consol i dat ed Bal ance Sheet | |
| Financi al li abilities from banks | (107) | 113) Consol i dat ed Bal ance Sheet | |
| Net Cash | (46. 014) | 21.426) |
12.6 Equity Ratio
Equity Ratio is calculated as the ratio of total equity to total assets, representing the Group's financial leverage and stability.
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13 Responsibility statement
In accordance with article 4(2) of the Luxembourg law of 11 January 2008 relative aux obligations de transparence concernant l'information sur les émetteurs dont les valeurs mobilières sont admises à la négociation sur un marché réglementé (the "Transparency Law") the undersigned confirm that to the best of their knowledge, the condensed set of financial statements covering the six months period ended 30 June 2025, which has been prepared in accordance with the applicable set of the accounting standard IFRS as adopted by the EU, gives a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole as required under article 4(3) of the Transparency Law.
Furthermore, the undersigned confirm that to the best of their knowledge, the interim management report covering the six months period ended 30 June 2025 includes a fair review of important events that have occurred during the first six month of the current financial year, and their impact on the condensed set of financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the current financial year.
Grevenmacher, Grand Duchy of Luxembourg, 28 August 2025
H2APEX Management S.à r.l. in its capacity as General Partner of H2APEX Group SCA