CONTENT
INTRODUCTION 3
Ebusco at a glance 3
MANAGEMENT BOARD REPORT * 6
Message from the CEO 7
Composition of the Management Board 8
Strategy 9
Operational review 13
Financial review 15
Our sustainability journey 18
Risk management and internal control 31
Management statement 40
GOVERNANCE 41
Corporate governance* 42
Composition of the Supervisory Board 48
Report of the Supervisory Board 49
Remuneration report 54
FINANCIAL STATEMENTS 59
Consolidated statement of prot or loss
and other comprehensive income 60
Consolidated statement of nancial position 61
Consolidated statement of changes in equity 62
Consolidated statement of cash ows 63
Notes to the consolidated nancial statement 64
COMPANY FINANCIAL STATEMENTS 94
Company statement of prot or loss 94
Company statement of nancial position 95
Notes to the company nancial statements 96
OTHER INFORMATION 100
Provisions of the articles of association
relating to prot appropriation 101
Update on Independent auditor’s report 102
Shareholder information* 103
Five year overview 104
Non-IFRS measures 105
Organisation Ebusco 107
* The chapters marked with a * are part of the report of the Management Board as dened in article 2:391
of the Dutch Civil Code
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCEMANAGEMENT BOARD REPORT
2
EBUSCO AT A GLANCE
Ebusco is a developer and distributor of zero emission buses as well as a sup-
plier of complementary battery powered solutions, primarily in the transporta-
tion industry. Its dedication for sustainable transportation drives the company
to engineer and deliver buses and energy storage systems that provide value
across their lifecycle and set standards in zero-emission transportation.
For the past 12 years, Ebusco has been dedicated
to advancing the transportation sector with the goal
of making sustainable, emission-free transport the
norm rather than the exception. The company offers
products such as electric public transport buses, the
Ebusco 2.2 and 3.0, as well as energy solutions such
as Mobile Energy Containers (MEC).
Ebusco has consistently focused on making electric
bus operations more affordable by focusing on energy
efciency resulting in a low Total Cost of Ownership
(TCO). The Ebusco 2.2 was the company’s rst widely
implemented electric bus and has been performing
reliably for several years, showcasing solid perfor
-
mance and a low TCO. Building on this foundation,
Ebusco developed the Ebusco 3.0, featuring a light
-
weight, fully composite body that enables a longer
range and reduced energy consumption, further opti
-
mizing TCO efciency. The Ebusco 3.0, with currently
more than 100 buses on the road, is showing great
real-road performance.
Ebusco offers comprehensive After Sales support for
the buses that are in operation. With a data-driven
approach, the company not only ensures ef
cient
support but also gains valuable insights to drive
product improvements.
Both models are on the road throughout Europe and
are providing sustainable public transport in Denmark,
the Netherlands, Germany, Belgium, France, Switzer
-
land and Spain.
Ebusco also provides energy solutions and throughout
2024 successfully implemented maritime energy
solutions on various ships, supporting sustainable
boating.
Ebusco is headquartered in Deurne, the Nether-
lands and had an additional facility in Venray. The
company announced that, these facilities will be
merged, reducing the locations in the Netherlands
to one facility. The decision has been made to real-
locate the Venray facility to Deurne. Ebusco also
has a production facility in Cléon – France. For the
assembly of the buses, Ebusco cooperates with
various contract manufacturers.
On 31 December 2024, the company had a workforce
of 522 FTE’s. The shares of Ebusco are listed and
traded on Euronext Amsterdam (AMS:EBUS) since 22
October 2021.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCEMANAGEMENT BOARD REPORT
3
PRODUCT OFFERING
EBUSCO
EBUSCO 2.2
The Ebusco 2.2 is the rst widely implemented electric bus of Ebusco and has been engineered
by the company and rened over the last years. The Ebusco 2.2 offers a range of up to 550 kilo-
meters on a single charge, supporting efcient daily operations while reducing time and infra-
structure demands. It comes in various sizes—12 meters, 13 meters, and 18 meters—and offers
congurations for low-oor or low-entry designs, allowing for tailored solutions to suit diverse
operational needs.
EBUSCO 3.0
The Ebusco 3.0 is a lightweight electric bus, designed with a composite body to maximize ef-
ciency and performance, offering a range of up to 700 kilometers.
The lightweight structure of the Ebusco 3.0 makes this bus highly cost efcient and allows for
the use of single tires, reducing material costs while creating a wider and more accessible aisle
for passengers. This design enhances both passenger comfort and overall accessibility. This bus
currently comes in 12 and 18 meter models and offers congurations for low-oor or low-entry
designs, allowing for tailored solutions to suit diverse operational needs.
AFTERSALES
Ebusco provides comprehensive support to ensure efcient operations for its clients. This
includes pre-delivery training and detailed operational and service instructions. The Ebusco Live
system offers real-time monitoring of charging activities, battery status, and other service-re-
lated aspects of the bus.
Ebusco also offers a range of service contracts tailored to different needs, such as full-service
contracts, spare parts supply, preventive maintenance, and high-voltage system maintenance.
To address operational disruptions, the Company operates a 24/7 helpdesk and provides remote
diagnostic capabilities to facilitate rapid issue resolution.
EBUSCO 2.2
EBUSCO 3.0
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCEMANAGEMENT BOARD REPORT
4
EBUSCO ENERGY
MOBILE ENERGY CONTAINERS – MEC
These MEC’s are movable energy storage units that are applicable for various situations, for
example in the maritime sector, enabling ships to operate on hybrid or fully electric power along
designated routes by using these swappable energy containers, and afliated docking stations.
MARITIME BATTERIES
Ebusco Energy provides heavy-duty battery packs certied for maritime applications, making them
ideal for inland shipping. These batteries are available in single or multiple pack congurations.
All the above-mentioned Ebusco Energy solutions feature LFP batteries, providing stable perfor-
mance, high energy density, and enhanced safety as well as a Battery Management System
(BMS) providing real live performance data of the batteries.
EBUSCO ENERGY FLEX
The Ebusco Energy Flex is a mobile fast-charging system designed for electric and hybrid vehi-
cles, including cars, trucks, and buses. In addition to this charging system, it can also be used as
an energy storage system. Its ability to move and be remotely controlled gives it a unique level of
mobility. The Energy Flex can be recharged through the electrical grid or sustainable sources such
as solar panels and wind turbines, can temporarily store power, and distribute it when needed.
COMPLETE ECOSYSTEM
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCEMANAGEMENT BOARD REPORT
5
MANAGEMENT
BOARD REPORT
Message from the CEO 7
Composition of the Management Board 8
Strategy 9
Operational review 13
Financial review 15
Our sustainability journey 18
Risk management and internal control 31
Management statement 40
CONTENT
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
6
MANAGEMENT BOARD REPORT
MESSAGE FROM THE CEO
2024 has been an extremely challenging year for Ebusco, and 2025 continues to
be challenging. While we have already taken signicant steps, we recognize that
there is still a long way ahead and the liquidity situation is still a major challenge.
It won’t be a surprise that my rst months as CEO of Ebusco have been very
intensive. I joined Ebusco at a critical moment, in the midst of a massive and
urgent turnaround, operationally and nancially.
Let me start with a positive observation. Since joining
the company, my condence in the unique strength
of the Ebusco 3.0 has deepened even further. Its
lightweight design, oor-loaded battery, and superior
engineering deliver exceptional quality, as demon
-
strated by its outstanding real-world performance.
Therefore, despite the tough road ahead with several
challenges and uncertainties still lingering, I can see
a path forward, if we succeed in managing our liquidity
challenges and in the meantime getting production
and the supply chain under control, Ebusco’s unparal
-
leled offering in a growing market does present oppor-
tunities. And rebuilding trust with our customers,
suppliers, partners, and shareholders will be key.
When I started in September, my top priority was to
improve liquidity and reduce working capital while
thoroughly assessing root causes and validating
strategic choices. This effort has resulted in a clear,
actionable roadmap—comprising several projects
for immediate impact along with strategic pillars to
guide long-term progress, including the decision to
transition to an OED model.
An OED model enables us to operate more capi-
tal-efciently and reduce our risk prole. By lever-
aging our strengths—our top-tier product design
and engineering capabilities—while outsourcing
processes that have hindered our ability to scale, we
can enhance our performance. Combined with other
strategic choices, such as simplifying our portfolio
to standard bus sizes and focusing on European
markets. We are positioning the company to navi-
gate the challenges ahead and ultimately become
resilient again.
On the short term, our focus was, and is, on mana-
ging liquidity, delivering outstanding orders, reassig-
ning buses from canceled orders and monetizing our
inventory to generate cash. In addition, we diligently
work on strengthening our ties with all our partners
and redesigning our processes to regain control over
our supply chain.
The strategic changes require our organization to
transition from a full edge production company to
a support organization, bringing a shift in roles and
skills sets. Furthermore, in alignment with the need
to establish a leaner and more efcient company
structure, we had to make the difcult decision to
signicantly reduce Ebusco’s workforce. Although
necessary for the company’s future, these decisions
are undoubtedly painful as they impact many of our
colleagues.
The past year has presented signicant challenges
for the entire organization, demanding extraordi-
nary perseverance from all employees. I extend my
sincere appreciation for the continued commitment,
resilience, and loyalty shown throughout this dif-
cult period.
The changes also extend to the company’s manage-
ment. I am very pleased to have Michel van Maanen
on board to oversee Ebusco’s core process at Ebusco
and implement the new operating model, bringing
invaluable expertise from his proven track record
in similar transformations. I would like to thank Jan
Piet Valk for his support and guidance as interim
CFO. Jan Piet has played a key role for the company
in this turbulent period.
Despite all progress, efforts and envisioned plans,
we must acknowledge that even after fully imple-
menting the Turnaround Plan, Ebusco will need a
strong partner to be able to scale the business and
be sustainably successful.
This also applies to our growing, but still small,
Energy storage business. Backed by our strong
partner and shareholder Gotion, we see a business
case for the Maritime niche market, where we are
well positioned as one of the few certied compa-
nies.
We believe both businesses deserve focus, and we
are currently exploring strategic options to ensure
both businesses can thrive under the right gover-
nance.
Although the future holds many uncertainties, I
believe we are on the right path. Market fundamen-
tals are strong with the electrication trend ongoing.
And the market continues to value our product.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
7
MANAGEMENT BOARD REPORT
COMPOSITION OF THE MANAGEMENT BOARD IN 2024
PETER BIJVELDS (1978)
Current term expires in 2025
Peter Bijvelds established Ebusco in 2012.
Peter Bijvelds has over 20 years of experience
in the automotive sector.
Peter Bijvelds is a Dutch national and he has
in-depth knowledge of the (public) transport
market and its constituents and strong exper-
tise across the full electric bus value chain.
CEO
ROALD DOGGE (1970)
Employed until December 2024*
Roald Dogge worked as the COO at NTS Group
and has many years of experience as head of
production overseeing 10 locations in both
Europe and Asia. Prior to that, he worked for
more than a decade in the automotive sector,
where he occupied various roles at Volvo, inclu-
ding Technical Director, Business Development
Manager, and Brand Director at Volvo Bus.
Roald Dogge is a Dutch national and holds a
degree from HTS in mechanical engineering &
technical commerce.
* Mr. Dogge stepped down as COO of Ebusco as per 31
December 2024. As of 1 January 2025, Michel van Maanen
has taken on the role of COO. He was appointed as member
of the Management Board at the EGM on 26 March 2025.
COO
JURJEN JONGMA (1971)
Employed until November 2024*
Jurjen Jongma was CFO at Versuni, formerly
known as Philips Domestic Appliances. Prior
to that, he held nancial positions within Royal
Philips for over 25 years, including in the role
of CFO for various Philips business units, as
well as Head of Internal Audit for Royal Philips.
Jurjen Jongma is a Dutch national and holds
a master's degree in economics from Tilburg
University, as well as an executive master's in
nance & control from Maastricht University.
CFO FOUNDER
CHRISTIAN SCHREYER (1968)
As of September 2024
Current term expires in 2028
Christian Schreyer has over 25 years of expe-
rience within the public transport and logis-
tics sector. Throughout his career, he has held
various management positions at Deutsche
Bahn and served as CEO for DB Schenker Rail
Poland, Transdev North and Central Europe,
and Go Ahead Group.
Christian Schreyer is a German national and
holds a master's degree in law degree from
Ludwig- Maximilians Universität Munich and
pursued a General Management Programme
at Harvard Business School in Boston USA.
* Mr. Jongma stepped down as CFO of Ebusco as per
30 November 2024. As of 25 November, Jan Piet Valk
has taken on the role of interim CFO. He is not a formal
member of the Management Board. Ebusco is actively
seeking a (permanent) candidate for this role.
Christian Schreyer – CEO
Michel van Maanen – COO
Peter Bijvelds – Founder
COMPOSITION OF THE MANAGEMENT
BOARD ON 30 APRIL 2025
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
8
MANAGEMENT BOARD REPORT
STRATEGY
Ebusco contributes to a more sustainable world by decarbonizing public trans-
port. The company focuses exclusively on zero-emission solutions and strives to
help its customers achieve their environmental goals with efficient and cost-ef-
fective solutions. Ebusco focuses on engineering and delivering buses and energy
storage systems that provide value across their lifecycle. In addition to providing
zero-emission buses and products, the company's strategy is to minimize the li-
fetime environmental footprint of its products and solutions from cradle to grave.
Since its inception, Ebusco has focused on delive-
ring the most efficient electric buses to the market.
In its early years, the company focused on research,
development, and engineering, while collaborating
closely with contract manufacturers to produce its
buses externally. During this period, Ebusco also
developed the innovative Ebusco 3.0, a lightweight
bus with a composite body.
As full in-house production did not meet the anti-
cipated output, the company adopted a hybrid pro-
duction model for the Ebusco 3.0 in 2023, combi-
ning in-house manufacturing with external contract
manufacturing. However, by mid-2024, it became
clear that the hybrid model was not meeting its de-
livery and cost objectives. In response, Ebusco is in
the process of transitioning to an Original Equipment
Design (OED) production model, retaining in-house
design and development while outsourcing producti-
on and assembly to contract manufacturers.
THE OED MODEL
This shift to an OED production model aims to
improve performance and reliability of the manu-
facturing process and to reduce inventory requi-
rements of the company. Ebusco’s ongoing focus
is on optimization of its production footprint while
maintaining full flexibility. Ebusco can produce its
casco monoparts either inhouse at its own facility or
through its contract manufacturer for casco produc-
tion.
Bus assembly, as it is phased out in the Nether-
lands as of early 2025, will be solely handled by
contract manufacturers. Currently Ebusco works
together with various contract manufacturers for the
assembly of the Ebusco 3.0.
At Pre Delivery Inspection (PDI), buses are finalized
and inspected in-house in the Netherlands and
France as this process involves close collabora-
tion with the customer, enabling Ebusco to review
the buses together and implement any necessary
improvements or adjustments.
As part of this production setup, contract manu-
facturers play a bigger role in the procurement of
components and overall planning and control of the
supply chain. Ebusco intends to increase direct ship-
ments of components to these contract manufactu-
rers, thereby reducing the number of components
supplied by the company. However, Ebusco remains
heavily involved in the product and supplier selec-
tion and for the essential products.
Clear roles, governance, and responsibilities between
the company and its partners aims to ensure efficient
operations and reliable production outcomes. As a
result of this change to the OED model, the workforce
is further reduced, following a reorganization that is
implemented in the first months of 2025. The produc
-
tion and warehousing are being phased out and other
departments were rightsized.
SALES AND MARKETING STRATEGY
While previously Ebusco intended to expand globally, the
company has chosen to focus on the European market,
allowing Ebusco to allocate resources more efficiently
and capitalize on the European market's growth oppor
-
tunities. The company's primary target groups are
Public Transport Authorities (PTAs) and Public Transport
Operators (PTOs), as both play key roles in decision-ma
-
king for the procurement of public transport buses. All
of Ebusco's products and services are authorized for
sale in its target areas. Besides this European focus
market, Ebusco has the aim of licensing the technology
of the lightweight 3.0 bus outside Europe.
In addition to these focus areas and groups, Ebusco
will, as part of its commercial plan, evaluate each
tender it intends to enter even more critically to
ensure that the requested customizations and modifi
-
cations are feasible within its current capabilities and
resources. Ebusco’s capacity planning will be based
on production slots available, meaning in practice
that orders will only be accepted if there are available
production slots that can accommodate the produc
-
tion requirements within the desired timeframe of
customer delivery.
Ebusco expects that this will lead to a lower level of
customization, further standardization and streamli
-
ning of production, and a more reliable output, espe-
cially for the Ebusco 3.0.
STRATEGIC PARTNERSHIP WITH GOTION
In November 2024, Ebusco agreed a strategic part-
nership with Gotion. Gotion has been a longstanding
battery supplier to Ebusco.
The partnership envisages mobilizing Gotion’s
advanced battery technology, allowing the further
development of Ebusco’s lightweight buses with a
substantially longer range battery, supporting Ebusco
in exploring possibilities to license out its Ebusco 3.0
lightweight technology in Asia, and cooperation in
relation to the expansion of Ebusco’s maritime offe
-
ring.
EBUSCO ENERGY
Ebusco has identified strong demand for its Ebusco
Energy product portfolio and is leveraging its high-
value, hard-to-obtain maritime certificates to capi
-
talize on this high-barrier market. To ensure the
efficiency, effectiveness, and growth of its Energy
Solutions activities, Ebusco has established a dedi
-
cated team focused exclusively on these operations.
This team optimizes the entire value chain, from sales
and engineering to operations and after-sales. Addi
-
tionally, Ebusco enhances its product offerings and
accelerates time-to-market through strategic part
-
nerships. This is demonstrated by the recently signed
strategic partnership with Gotion, which envisions to
jointly explore further opportunities to grow Ebusco’s
energy solutions. Ebusco and Gotion have already
taken successful first steps in the field of maritime
energy solutions with m
ultiple mobile battery solu-
tions implemented.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
9
MANAGEMENT BOARD REPORT
OUR VALUE CREATION MODEL
Founded more than a decade ago on the strong belief that electrification is the future,
Ebusco is an industry pioneer with innovation in its DNA. Ebusco aims to contribute to the
energy transition in public transportation.
We contribute to sustainable public transportation and align our goals with the United Na-
tions Sustainable Development Goals.
4
5
6
7
Component manufacturing
Manufacturing and assembly
End of life, waste and recycling
Transportaon
Delivery use and maintenance
Research, development and design
Raw material & semi finished
product sourcing
2
1
3
Key Input
3 Ebusco operated facilies
and 4 assembly partners*
Low-weight carbon body
567 employees from
34 naonalies
788 buses on the road in
7 countries
Key Output
236.07 ton kilogram of nitrogen
(NOx) emissions avoided**
140.47 million kilogram of Co2
emissions avoided**
151.91 million zero-emission
kilometers driven**
VALUE CHAIN IMPACT BUSINESS MODEL STAKEHOLDER IMPACT
Business partners
& suppliers
Shareholders
Customers
Employees
Governement
& regulators
Environment
Drivers &
passengers
* As announced in 2024, Ebusco will raonlize its producon footprint leading to a reduced number of locaons
** Cumulave, since the founding of Ebusco (not assured).
* As announced in 2024, Ebusco will rationlize its production footprint leading to a reduced number of locations
** Cumulative, since the founding of Ebusco (not assured).
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
10
MANAGEMENT BOARD REPORT
STAKEHOLDERS
INTRODUCING OUR STAKEHOLDERS THEIR KEY EXPECTATIONS OF EBUSCO OUR ENGAGEMENT AND OUTCOMES
Our customers are mainly public transit operators (PTO),
public transit authorities (PTA) and parties operating in
heavy duty energy consumption, who contract with us
through procurement and tender processes.
Customers expect Ebusco to deliver buses on time and
according to specications agreed, and to comply with
regulatory requirements. In addition, they expect a good
after-sales setup.
We engage with customers and regulators to understand
their requirements and processes. Our customers can
reach us 24/7
End 2024 we had 522 FTE. We rely on highly skilled people,
such as composite, electrical, industrial, and automotive
engineers.
Employees value an inspiring, safe working environment
as well as fair and competitive remuneration and benets.
Our employees are our most important assets. We engage
with our employees through our internal communication
initiatives and directly through the HR cycle.
We have a remuneration policy that aims to attract, moti-
vate and retain qualied employees.
Our business partners and suppliers strengthen the inno-
vative nature and quality of our offering. We build solid,
long-lasting partnerships with our business partners that
are essential to our success.
Suppliers’ long-term planning and product development
take Ebusco’s business plans into account. We engage
with our suppliers through alignment with our ethical and
sustainable behavior standards.
We also engage with our suppliers through alignment with
our ethical and sustainable behavior standards.
We share data and insights with our business partners and
suppliers for mutual benet and development. We involve
suppliers in our future developments in support of our
future roadmap.
Drivers and passengers are the daily users of our buses.
They require affordable, available, safe and reliable trans-
port.
Our role is to provide safe, convenient and sustainable
public transport.
We engage with bus drivers through our training programs.
We receive continuous customer feedback about bus
performance and how this impacts users.
As a listed company, we have shareholders who have
invested in Ebusco shares.
Shareholders invest in Ebusco to receive a long-term
return on investment in a transparent setting. Share-
holders expect us to communicate timely, clearly and
accurately.
We engage with shareholders at the annual general
meeting, through Euronext notices and via press releases
and other information on our websites. Our manage-
ment engages with shareholders and potential investors
through road shows and investor conferences.
Government and regulators develop laws and regulations
relating to public transport contracts’ award, administra-
tion, performance, and procurement processes. They also
issue policies and regulations to support and accelerate
the green transition.
Governments expect public transport buses in public
transport to be efcient, economical and easily accessible
to everybody, including people with disabilities. Govern-
ments expect us to contribute to the green transition by
providing economically viable electric bus transport.
We engage with national and international public parties
by responding to public consultation processes (before
laws are materializing). We are subject to periodic audits
and reviews by various government agencies.
The environment provides us with the natural resources
needed to manufacture, assemble and operate buses.
This includes energy, water and raw materials.
We aim to reduce the depletion of natural resources. Our zero-emission buses offer a sustainable alternative
to diesel buses, contributing to the energy transition. Addi-
tionally, we are committed to reducing the environmental
footprint of our own operations.
Banks support Ebusco by facilitating nancial transac-
tions, including Letters of Credit, which are essential for
procurement and project nancing.
Banks expect nancial stability, transparency, and
compliance with regulatory requirements. They seek
timely repayments and risk management in nancial
dealings.
We maintain open communication with banks, providing
nancial disclosures and risk assessments.
As good corporate citizens aligned with the Dutch
Corporate Governance Code, we nurture our allian-
ces with various stakeholders and consider their
interests when making strategic business decisi-
ons. As part of our business model, we have many
strategic partnerships with various stakeholders.
Engaging with our stakeholders is crucial to iden-
tify important trends and developments in our mar-
kets at an early stage. Open dialogue enables early
recognition of opportunities and risks and ensures
that we remain responsive to the needs of our va-
rious stakeholders.
The following stakeholder matrix provides an over-
view of our stakeholders and why they are relevant
to us.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
11
MANAGEMENT BOARD REPORT
Significant MajorModerate
IMPACT MATERIALITY
Moderate Significant
FINANCEL MATERIALITY
Data Integrity
Customer Satisfaction
Human Rights
Health & Safety
Climate change adaption
Energy Consumption
Sustainable Supply Chain
Climate Change Mitigation
Waste & Circular Economy
Community Engagement
Nature and biodiversity
Water Consumption
Pollution (air, water & soil)
Regulatory Compliance
Cyber Security
Business Ethics
Financial Environment
Sustainable Innovation
Product Leadership
Diversity & Inclusion
Environmental Social Business & Governance
OUR MATERIALITY
ASSESSMENT
MATERIALITY AND KEY
PERFORMANCE INDICATORS
We are committed to making Ebusco more sustaina-
ble and are working to integrate Environmental, Social
& Governance (ESG) practices into our core business.
In 2022 we established our double-materiality ap-
proach and continued this in 2023, providing insight
into our impact on ESG related issues (impact mate-
riality) and how these issues affect Ebusco’s perfor-
mance and financial position (financial materiality).
This resulted in the materiality matrix below. In 2025
we will review the materiality assessment based on
the strategic shift to the OED model.
In 2023 we did a CSRD/ESRS gap analysis, which
we performed together with an independent consul-
tant to identify our non-financial reporting needs in
terms of KPIs. First actions were taken to bridge the
reporting gap that was identified. That same year we
also took further steps in validation and assurance
as an auditor provided limited assurance on six of
our main non-financial KPIs. In 2024 Ebusco's focus
was fully on its Turnaround Plan, as a consequence
there were no actions taken regarding CSRD repor-
ting (as further clarified on page 18) and validation
and assurance. We will continue this exercise in
2025.
In 2025, we will work towards setting targets for the
main performance indicators.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
12
MANAGEMENT BOARD REPORT
OPERATIONAL REVIEW
INTRODUCTION
2024 was another extremely challenging year in many aspects. While in the past
few years the company focused on growth and hence scaling up its production,
in 2024, the strategic shift from an OEM to an OED operating model required a
company-wide turnaround. As a consequence, many operational functions have
been or will be outsourced to contract manufacturers. Hence, this turnaround
also involves aligning the operational structure and the workforce accordingly.
PRODUCTION
In 2023 Ebusco introduced a hybrid manufacturing
model, combining in-house manufacturing with
contract assembly to enhance efciency. Despite
these efforts, the anticipated delivery output was
still not met. This resulted in delivery penalties due
to not meeting contractually agreed delivery dates.
In 2024, Ebusco operated three locations: two in
the Netherlands, in Deurne and Venray, and one in
Cléon, France. The location in Deurne, at the compa
-
ny’s headquarters, focused on casco manufacturing
and bus assembly, while Venray served as the sole
Pre-Delivery Inspection (PDI) location. Cléon func
-
tioned as the second casco manufacturing site.
Production, sales and inventory were impacted by
several factors in 2024, including start-up inef-
ciencies during the transition of the assembly
process, the insufcient set-up of the supply chain
to contract manufacturers and industry wide supply
chain challenges. These factors strongly affected
Ebusco's ability to satisfy contracts related to the
delivery of buses, mobile energy containers and
energy storage systems, resulting in late delivery
penalties. This consequently hampered Ebusco’s
performance and deepened delivery issues, with
production nearly coming to a standstill in the
second half of 2024.
In 2024
Ebusco has decided to fully adopt an Original
Equipment Design (OED) manufacturing model, in
which buses are designed and engineered by Ebusco,
but assembled by contract manufacturers, instead of
being produced in-house.
This shift will simplify the supply chain and work-
ows of the Ebusco 3.0 in particular, as it reduces
the number of production locations. Bus assembly
will be handled solely by contract manufacturers
and Ebusco’s in-house bus assembly will be fully
phased out. In 2024, Ebusco collaborated with three
contract manufacturers for the assembly of the
Ebusco 3.0. The Turnaround Plan envisions part-
nering with only two contract manufacturers for bus
assembly and one contract manufacturer for casco
production.
Pre delivery inspection (PDI), continues to
be done inhouse by Ebusco in Europe.
The Ebusco 2.2 and the Ebusco 3.0 partially differ
from an outsourcing perspective. The contract manu
-
facturer of the Ebusco 2.2 is allowed to make its own
choices in terms of production and procurement as
opposed to the Ebusco 3.0. After bus assembly, the
buses are shipped to Ebusco’s facilities in Europe,
where it performs post-production activities and pre
delivery inspection.
The Management Board has clearly dened roles
and responsibilities between Ebusco and its contract
manufacturers in the OED manufacturing model,
including a clear governance structure and a better
'build' methodology, in order to control output.
ORDERBOOK DEVELOPMENT
Ebusco ended 2024 with an order book of 581
1
buses. Throughout the year, Ebusco delivered 157
buses and signed contracts for 48 buses.
Due to Ebusco's nancial situation, production
nearly came to a standstill in the second half of
2024, resulting in delayed deliveries and the cancel-
lation of 361 bus orders by customers in 2024. The
production of the majority of these cancelled buses
was not yet initiated, and their cancellation ulti-
mately led to a more realistic production planning.
The cancelled buses that were in an advanced stage
of production have been prioritised by Ebusco as these
buses can contribute to the working capital in a rela
-
tively short period of time. As a result, during 2024, the
company reallocated 21 canceled buses to NIAG and
22 buses to Rouen. In February 2025, an additional 31
buses were allocated to EBS. In 2025 to date, Ebusco
has received cancellation notices for a total of 55 buses.
1 Ebusco’s Management Board has made an assessment of the
likelihood of outstanding options being converted into xed
contracts. As a result, the previously announced gures have
been restated, excluding options from the orderbook. With this
adjustment, Ebusco aims to provide a more accurate picture of
its order book given the situation the company is in currently.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
13
MANAGEMENT BOARD REPORT
Most of these buses are not yet in an advanced stage of
production and therefore, are expected to be assigned
to other customers, and arrangements to this effect are
already underway. The company expects to reallocate
STAFFING
Per 31 December 2024, we employed 567 people
across 6 countries, of which 88.6% worked in the Neth
-
erlands. Our workforce represents 34 nationalities.
As part of the Turnaround Plan, Ebusco has signif-
icantly reduced FTEs and took initiatives to create
a leaner organization. This process is being imple-
mented in a well-structured way to minimise disrup-
tions. Over time, the number of FTEs has come down
from 893 FTEs as per year-end 2023 to 522 FTEs per
year-end 2024. Additionally, on 31 December 2024,
the company announced an organizational restruc-
turing, set to be largely implemented in the rst
quarter of 2025. This additional restructuring involves
a further reduction of 102 FTEs, mainly related to the
production, warehouse, and facility departments.
In addition to the reduced workforce, Ebusco intro-
duced a revised management setup. In order to
achieve a leaner organization, the company decided
to dissolve the Executive Committee and to manage
the company directly from the Management Board. In
the new setup the COO is fully responsible for the core
process of the organization from bus sale, engineering,
production, to after sales. This will lead to clearer, more
reliable processes and responsibilities and, ultimately,
a stronger cooperation with all partners throughout the
entire value chain. For the organizational setup as per
1 January 2025, we refer to page 107.
19 cancelled buses that are in a more advanced stage
of production to existing customers in the second half
of 2025.
The table below shows a summary of the
bus orders by end of year 2024.
2
There is no guarantee that these call-off orders will be converted into
xed orders as customers may not be successful in winning tenders
or for other reasons. However, if the customer orders an electric bus, it
is contractually obliged to ask Ebusco to deliver it rst.
Contract Call off
2
Options Total
Ebusco 2.2 79 168
247
Ebusco 3.0 257 77
334
Total 336 168 77 581
Ebusco Energy contributes with various energy storage products, such as 20 Mobile Energy Containers.
The table below shows a summary of the Ebusco Energy order book and contains Mobile Energy Containers (MEC),
Ebusco Maritime Battery (EMB) and Ebusco Charging Systems (ECS).
Fixed Option
Mobile Energy Containers (MEC)
20
Ebusco Maritime Battery (EMB) 2
Ebusco Charging Systems (ECS) 7 5
Total
29 5
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
14
MANAGEMENT BOARD REPORT
FINANCIAL REVIEW
INTRODUCTION
2024 was marked by significant strate-
gic realignments and operational chal-
lenges which resulted in disappointing
financial results. Revenue decreased
from €102.4 million in 2023 to €10.7
million which is mainly due to the can-
cellation of certain bus contracts, for
which the Company was required to re-
verse previously recognized revenues,
and production halts as a result of li-
quidity constraints.
The operating loss increased from €103.8 million
in 2023 to €196.4 million in 2024. The increase
compared to prior year is mostly the result of write-
offs of inventory also driven by the referred to
contract cancellations and xed asset impairments
following the Company’s change from an OEM to
OED model. This had a total impact of approximately
€80 million.
RESULTS OF OPERATIONS
The following table summarises the Group's nan-
cial performance for the years ended 31 December
2024 and 2023.
year ended 31 December
(€ thousands) (Unaudited) 2024 2023
Revenue 10,665 102,440
Cost of materials (45,267) (109,288)
Gross prot* (34,602) (6,848)
Employee benet expenses (42,501) (38,467)
Amortization and depreciation (63,747) (8,136)
Other operating expenses (55,532) (50,418)
Operating expenses, excluding cost of materials (161,780) (97,021)
Operating result (EBIT)* (196,382) (103,869)
Finance expenses, net (3,305) (932)
Share of result of an associate (1,156) (871)
Result before tax (200,573) (105,672)
Operating result (EBIT)* (196,382) (103,869)
Amortization and depreciation expenses (63,747) (8,136)
EBITDA* (132,635) (95,733)
*For further information and calculation of the non-IFRS measures, reference is made to page 105-106.
COMPARISON OF THE YEARS ENDED 31
DECEMBER 2023 AND 2024
REVENUE
Full-year 2024 revenue arrived at €10.7 million. As
communicated, the Company received several bus
order cancellations mostly in the second half of
2024 as a result of the Group’s failure to deliver the
contract buses in the required timeframe. Due to
applied revenue recognition accounting policy for
these cancelled contracts, it was required to reverse
the previously (in both 2023 and the rst half of
2024) recorded revenue in 2024. Although the Group
was able to reassign these cancelled orders, this
does not further contribute to the 2024 revenue and
subsequent nancial result.
In addition, the Company’s production had nearly
come to a standstill in the second half of 2024 which
resulted in minimal bus deliveries and subsequent
revenues.
GROSS PROFIT
Gross prot decreased by €27.8 million to €34.6
million negative in 2024 from €6.8 million negative
in 2023. The gross prot is signicantly impacted
by the increase in the Company’s inventory obso-
lescence reserve of €26.2 million during 2024. The
Company considered the impact of the bus contract
cancellations and the results of its inventory sales
when determining the reserve per 31 December
2024.
Ebusco’s cost of materials includes costs of mate-
rials (including parts and other components), cost of
contracted work (relating to third-party production
partners) and other external costs, including transpor
-
tation costs, import duties, and spare parts. Further-
more, the Group’s inventory allowance and warranty
provisions are also included in the gross prot.
For further information and calculation of gross
prot, reference is made to the non-IFRS measures
on page 105-106.
EMPLOYEE BENEFIT EXPENSES
Employee benet expenses increased by €4 million
from €38.5 million in 2023 to €42.5 million in 2024.
This increase is mainly due to the increase in the
average number of full-time employees. The average
number of full-time employees (excluding temporary
employees) increased by 3% from 502 FTEs in 2023
to 517 FTEs in 2024. In addition, the Group’s total
remuneration of its key management increased by
€1.4 million.
AMORTIZATION AND DEPRECIATION
Amortization increased from €2.3 million for 2023
to €45.7 million in 2024. The increase mainly relates
to the goodwill (related to the Pondus acquisition in
2021) impairment of €39.3 million as a result of the
Company’s annual impairment test. In addition, an
impairment was recorded for the implementation
of a new ERP system. The Company decided, also
driven by its liquidity constraints, to continue with its
current ERP system.
Depreciation increased from €5.8 million in 2023 to
€18 million in 2024. Both the depreciation of prop-
erty, plant and equipment and right-of-use assets
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
15
MANAGEMENT BOARD REPORT
were signicantly impacted by the Turnaround Plan as
the Company decided to shift from an OEM to an OED
model and to merge the two Dutch Ebusco locations
(Venray and Deurne) into one, being Deurne. The latter
resulted in a partial impairment of the right-of-use
asset for the lease of the facility in Venray for €1 million.
Furthermore, the strategic OEM to OED shift involves
Ebusco focusing on designing and engineering its
buses while outsourcing the assembly process to
contract manufacturers. This however also results
in the Group no longer requiring part of its (special
-
ized) manufacturing equipment and machinery. The
assessment results in an impairment of €8.4 million.
OTHER OPERATING EXPENSES
The following table summarises the Group's other
operating expenses for the periods indicated.
year ended 31 December
Other operating expenses (In
thousands of euro)
(Unaudited)
2024
2023
Cancellation settle-
ment expenses
12,105 -
General expenses 11,683 7,599
Temporary employees 16,600 24,696
Distribution expenses 5,080 5,247
IT expenses 3,796 3,584
Marketing expenses 255 1,156
Facility expenses 3,661 4,088
Ofce expenses 302 384
Other operating expenses 2,050 3,664
Total 55,532 50,418
Other operating expenses increased by €5.1 million
from €50.4 million in 2022 to €55.5 million in 2024. The
increase is mostly driven by the settlement expenses
related to the earlier referred to contract cancellations.
The general expenses mostly contain audit, advisory,
insurance fees. The increase is mostly due to the
Company incurring additional advisory expenses as
part of the set-up of its Turnaround Plan. The increase is
offset by the decrease in temporary employees, which
is also mostly the result of the Company’s shift in its
business model.
OPERATING RESULT (EBIT)
Considering the elements driving the negative gross
prot, the signicant impairments and contract
cancellation expenses, the operating result amounts
to a loss of €196.4 million for 2024 (2023: loss of
€103.9 million).
For further information and calculation of the EBIT,
reference is made to the non-IFRS measures on
page 105-106.
EARNINGS PER SHARE
The Company restated its earnings per share for
2023 following both the 5 to 1 share consolidated
(conducted in October 2024) and successfully
completed rights issue in November 2024. The earn-
ings per share per 31 December 2024 amounts to
a negative €10.79 from a negative €24.39 which is
mostly due to the increase in the weighted average
number of shares to 18,602,405 from the (restated)
11,843,492.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
The Group's primary use of liquidity is for the
day-to-day operation of its business relating to the
production and assembly of buses, capital expen-
ditures and other investments is further detailed
below and on the next pages
CASH FLOWS
The following table presents a summary of the
Group's cash ows for the periods indicated, which
have been extracted from the Financial Statements.
year ended 31 December
(€ thousands)
(Unaudited)
2024 2023
Net cash ows from operating activities (43,175) (103,799)
Net cash ow from investment activities (16,933) (20,071)
Net cash ows from nancing activities 34,586 56,576
(Decrease)/Increase in cash and cash equivalents (25,521) (67,293)
Exchange gains/(losses) on cash and cash equivalents 2 (1)
Cash and cash equivalents at the start of the period 27,918 95,212
Cash and cash equivalents at the end of the period 2,399 27,918
COMPARISON OF THE YEARS ENDED 31
DECEMBER 2023 AND 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash outow from operating activities for 2024
was €43.2 million, compared to a net cash outow of
€103.8 million for 2023. The decrease is most signi-
cantly driven by the Company purchasing less inventory
considering its inventory built up during previous years.
Furthermore, the Group received additional customer
prepayments during 2024 which caused the contract
liabilities to increase compared to 2023.
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outow from investing activities for 2024 was
€16.9 million compared to €20.1 million for 2023. The
decrease was mainly due to less investments in intan-
gible xed assets as a result of the discontinuation of
the Company’s EPR implementation and a lower capital
contribution in its associate Zero Emission Services B.V.
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash inow from nancing activities for 2024 was
€34.6 million (2023: €56.6 million), which is most
signicantly driven by the proceeds from the succes-
sfully completed rights issue in November 2024 for €36
million.
FREE CASH FLOW
Free cash ow amounts to €61.6 million negative
compared to €123.5 million negative in 2023. The diffe-
rence is mainly caused by the decrease from operating
activities by €60 million.
For further information and calculation of the free cash
ow, reference is made to the non-IFRS measures on
pages 105-106.
NET WORKING CAPITAL
The Group calculates net working capital as inventories,
including contract assets, plus trade receivables minus
trade payables and contract liabilities.
As of 31 December 2024, the net working capital
amounted to €61.3 million (31 December 2023: €144.0
million). The decrease in net working capital of €82.6
million is mainly caused by the development in inven-
tories/contract assets and contract liabilities. As a
result of the earlier referred to contract cancellations
the Company reclassied the respective contract
assets (related to these cancelled contracts) to its
inventory (work-in-progress), although the impact is
partially offset by the impact of the addition to the
inventory allowance reserve of €26.2 million. In addi-
tion, the Company’s contract liabilities increased from
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
16
MANAGEMENT BOARD REPORT
€18.9 million to €44.4 million as a result of customer
prepayments, mostly relating to the Company’s energy
storage business. Finally, the accounts receivable posi-
tion decreased from €19.3 million to €5.5 million.
For further information and calculation of net working
capital, reference is made to the non-IFRS measures on
pages 105-106.
CAPITAL EXPENDITURE
Investments in property, plant and equipment
amounted to €14.5 million, mainly related to its ofce
in Deurne and production facilities in Venray and Rouen
(France).
NET (CASH)/DEBT
The Group’s net debt position, excluding lease liabilities,
per 31 December 2024 was €20.8 million, an increase
of €14.2 million compared to a net debt position of €6.6
million per 31 December 2023. The increase in the net
debt position is mainly due to the decrease in cash and
cash equivalents for an amount of €25.5 million, partly
offset by decrease in loans and borrowings.
The following table presents the Group's net (cash)/
debt (including and excluding lease liabilities) as per 31
December 2024 and 2023.
For further information and calculation of the net
(cash)/debt, reference is made to the non-IFRS
measures on pages 105-106.
EQUITY
Total equity decreased by €150.8 million to €27.5
million as at 31 December 2024 (2023: €178.3
million), mainly due to the net loss for the year of
€200.8 million partly offset by the share capital
increase of €54.1 million following the rights issue
and (share) repayments of the convertible bonds as
issued in December 2023.
CAPITAL EMPLOYED
Capital employed decreased by €145.0 million from
€194.1 million as at 31 December 2023 to €49 million
as at 31 December 2024 mainly due to a decrease
of the Company’s total assets following the earlier
mentioned impairments of xed assets and addition
to the inventory obsolescence reserve.
For further information and calculation of capital
employed, reference is made to the non-IFRS
measures on pages 105-106.
DIVIDEND POLICY AND PROPOSED
DISTRIBUTION
Pursuant to article 31 of the articles of associ-
ation of the Company, the Management Board,
with the approval of the Supervisory Board,
may decide that prots realized during a nan-
cial year are fully or partially appropriated to
increase and/or from reserves (article 31.1). The
prots remaining shall be put at the disposal of
the General Meeting. The Management Board,
with the approval of the Supervisory Board, shall
make a proposal for that purpose. A proposal to
pay a dividend shall be dealt with as a separate
agenda item at the General Meeting of Sharehol-
ders (article 31.2).
The Company does not intend to declare or
pay dividends for the nancial year ending 31
December 2024 or in the medium term.
The net loss attributable to equity holders of the
Group for 2024 of €200.7 million (2023: net loss
of €119.2 million) will be deducted from retained
earnings.
(€ thousands)
(Unaudited)
31 December 2024 31 December 2023
Debts to credit institutions 5,359 1,348
Debt to a third party 17,845 33,126
Sub-total loans and borrowings 23,204 34,474
Lease liabilities 24,511 16,598
Cash and cash equivalents (2,399) (27,918)
Net (cash)/debt including lease liabilities 44,920 23,154
Lease liabilities (24,511) (16,598)
Net (cash)/debt excluding lease liabilities 20,805 6,556
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
17
MANAGEMENT BOARD REPORT
OUR SUSTAINABILITY JOURNEY
Founded more than a decade ago on the strong belief that electrification is the fu-
ture, Ebusco is an industry pioneer with sustainable innovation in its DNA. Ebusco
aims to contribute to the energy transition in public transportation. We have start-
ed on our sustainability journey, integrating a first seven priority SDGs (see our
Value Creation Model, page 10), the material topics identified in our materiality
assessment and current sustainability priorities.
In 2024, we took further steps to prepare for the upco-
ming CSRD reporting requirements. However, amid a
challenging year and ongoing difcult circumstances,
we were not able to dedicate as much attention to
sustainability as we had initially envisioned.
We recognize that our current reporting does not yet
include a detailed description of sustainability-re-
lated goals in relation to key groups of products and
services, customer categories, geographical regions,
or stakeholder relationships. Similarly, disclosures
regarding the assessment of current signicant
products and services, signicant markets, and
customer groups in relation to sustainability-related
goals, as well as elements of strategy that relate to
or impact sustainability matters, that we have been
working on but are not yet in place.
Dependent on how and when the CSRD regulations
will apply to Ebusco, we continue to prepare our
readiness to report in accordance with the CSRD
requirements. In addition, we will work towards
setting targets for our main performance indicators.
Next to the CSRD compliance we have the following
priorities for 2025:
• We will review the life-cycle assessment (LCA) gi-
ven the changed production set-up, shifting to an
OED model.
• We will use the outcomes of the LCA and the En-
vironmental Product Declaration (EPD) we disclo-
sed in Q1 2024 for current and future tenders.
• We will work with our suppliers to further imple-
ment value chain risk analyses, including moving
towards compliance with minimum safeguards to
protect human rights as part of the EU Taxonomy
(and in line with CSDDD), for which we use external
data and tooling, and apply audits based on high-
risk area’s.
• We will calculate our scope 3 emissions to under-
stand potential opportunities to reduceemissions in
our supply chain.
• We will review our policy and align targets and acti-
ons accordingly.
• We will continue integrating and extending the UN
SDG’s into the different layers of our organization.
The next chapters describe how we aim to contribute
to the three sustainability pillars, environmental, social
and governance and how we have set up the gover
-
nance of our sustainability efforts and organisation.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
18
MANAGEMENT BOARD REPORT
89.45%
10.55%
Recoverable
Non Recoverable
RECOVERABILITY 12M
91.38%
08.62%
Recoverable
Non Recoverable
RECOVERABILITY 18M
ENVIRONMENTAL
Our zero-emission buses contribute to reducing
emissions in public transport and also reduce nega-
tive effects of pollution in cities.
• Reduced energy consumption: The lightweight
composite body of the Ebusco 3.0 bus, combined
with a highly efcient driveline and high isola-
tion value, results in industry-leading low energy
consumption per kilometer driven. Combined with
its range (up to 700 km), the Ebusco 3.0 offers a
compelling proposition.
• Data-driven operational optimization: Real-time
eet data allow for operational optimization: We
monitor the operational performance of our buses
through a digital, real-time eet management
system. The data provide information and insights
on the basis of which we can further optimize
operational performance, including scheduling
predictive maintenance, and implement design
improvements. These operational and design
improvements contribute to a further reduction of
GHG emissions.
• Longer lifespan and recoverability: Effective inte-
gration of composite material minimizes the use
of steel. Composites age considerably slower than
steel. This takes the expected lifespan of our casco
to 25 years, which is more than double that of
conventional buses. However, during the use phase
of the bus, parts such as the interior or batteries
will need to be refurbished. The costs and environ-
mental impact are signicantly lower compared to
assembling a new bus. Damage to the body can be
repaired modularly, simply and cheaply by either
the operator at their own workshop or by Ebusco.
All this has a positive impact on the environmental
footprint of the bus. Our recoverability rate (ability
to recover in %) for the 3.0 12m and 18m bus is
displayed below:
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
19
MANAGEMENT BOARD REPORT
END OF LIFE, WASTE AND RECYCLING
As the Ebusco 3.0 body is based on composites, there
is less corrosive impact. Ebusco buses can have an
expected technical life cycle up to 25 years (including
battery replacement and refurbishment), resulting in
a lower total cost of ownership, resource intensity and
its overall footprint. When decommissioned, parts are
reused where possible. In the case of composites, we
3.0 12-Meter 3.0 18-Meter
-0.001
0.000
0.001
0.002
0.003
0.004
0.005
0.006
EoL credit
EoL burden
Use phase
Assembly
Processing
Material
GWP using ReCiPe midpoint H methode for the two
Ebusco 3.0 buses; 12m and 18m from
cradle-to-grave including the break-down
TOTAL: 0.0046
TOTAL: 0.0050
kg CO2 eq/p.km
lifetime travel distance and using dedicated
renewable energy sources)
• The material composition of the battery, to
reduce toxicity and address resource scarcity.
After the completion of the LCA, we have
successfully developed and veried an
Environmental Product Declaration (EPD). The
EPD, disclosed in Q1 2024, helps our clients,
and other relevant stakeholders, to assess and
compare our product footprint results and put
them in perspective relative to our competitors.
The new production set-up might have an
impact on the LCA, notably expected in the
assembly and processing phase. We will
review the LCA to further assess the impact of
the changes.
LIFE-CYCLE ASSESSMENT ON THE 3.0
(AS BUS FULLY MANUFACTURED IN DEURNE)
In what phase of its life cycle does a zero-emission bus cause the biggest environmental impact?
Many people assume this happens during the
production phase or when a bus is decom-
missioned. In fact, most CO2 is produced in
the “use phase” of the bus, which highlights
the need to strive for lower energy consump-
tion while driving, which in turn emphasises
the importance of lower weight and increased
heating or cooling efciency. To establish this
fact, we completed a life-cycle assessment
(LCA) analysis in 2023 for the 3.0 12-meter
and 18-meter bus and battery. These have
been executed by TNO, a well-known Dutch
independent research institute. The LCA is a
holistic evaluation of environmental impacts
and resource use from the raw materials used
to the bus’s end of life. The LCA is based on
the ISO 14040/14044 guidelines and is exter-
nally veried by an auditor. The LCA used
a cradle-to-grave approach that included
battery production, usage and waste treat-
ment. The results showed that the ‘use phase’
of the bus had the highest contribution to the
carbon footprint and many other environ-
mental impact categories, followed by ‘mate-
rial production’. For impacts related to toxicity
and resource scarcity, ‘material production’
has the highest contribution. The assessment
results help to prioritise improvements. Two
areas of improvement emerged:
• Electricity use during the use phase of the
bus, to further reduce its carbon footprint
(for example, by increasing efciency or
also work with partners to improve recyclability and
alternative uses. With regards to battery circularity,
they can sometimes get a second life in our energy
storage systems. Part of the Life-Cycle Assessment
(LCA) and Environmental Product Declaration (EPD)
analyses was to calculate the recyclability rate (ability
to recycle the materials in %) of the 3.0 12m and 18m
bus, which are displayed below:
84.53%
15.47%
Recyclable
Non Recyclable
RECYCLABILITY 12M
83.93%
16.07%
Recyclable
Non Recyclable
RECYCLABILITY 18M
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
20
MANAGEMENT BOARD REPORT
THE ENVIRONMENTAL IMPACT OF OUR OPERATIONS
The image below shows a simplied overview of
key elements of the adjusted production set-up
of the Ebusco 3.0 and 2.2. In this future set-up
Ebusco works with only three assembly partners.
The production process consists of three main
steps, namely Casco production, Bus Assembly
and Pre-Delivery Inspection (PDI). Under the new
production strategy, with assembly to take place
at contract manufacturers, Ebusco intends to grow
direct shipments of components to these contract
manufacturers, thereby reducing the number of
components shipped and supplied by the Company.
The production setup:
1
Casco production in 2024 was handled at the
Ebusco site in Deurne (the Netherlands), and Cleon
(France) and casco assembly was performed as
well as at a contract manufacturer site. As part of
the ongoing optimization of Ebusco’s production
footprint and in order to maintain full exibility,
Ebusco can also produce casco monoparts at
its contract manufacturer for casco production,
while at the same time maintaining the ability
and therewith the option to operate the full casco
production inhouse at one of its own facilities.This
phase is only applicable for the Ebusco 3.0 as the
Ebusco 2.2’s traditional steel body is constructed
within the bus assembly process.
2
Bus assembly was handled at Ebusco’s site in
Deurne as well as at contract manufacturers. In
2024 Ebusco worked together with three contract
manufacturers for the assembly of the Ebusco
3.0. For the future, Ebusco decided to discontinue
bus assembly in Deurne and has the aim to down-
size to two contract manufacturers.
3
The PDI (Pre-Delivery Inspection) was handled at
one location at Ebusco’s site in
the Netherlands.
The Scope 1 (direct greenhouse (GHG) emissions that
occur from sources that are controlled or owned by
an organization) and 2 (indirect GHG emissions asso-
ciated with the purchase of electricity) CO
2
emission
impact is shown in the Ebusco copper color, scope
3 (emissions that are the result of activities from
assets not owned or controlled by the reporting orga-
nization, but that the organization indirectly affects
in its value chain) impact is shown in anthracite.
Scope 1 / 2 Ebusco Scope 3
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
21
MANAGEMENT BOARD REPORT
OUR OWN OPERATIONS
emissions for a production facility. We use elec-
tricity from the grid at our plants in Cléon, Venray
and Deurne. For our location in Deurne 100% is
compensated through green certicates. In Venray
we also have solar panels on our roof that cater for
a fair amount of our electricity usage.
• Gas: we use a limited amount of gas in our ofce
facilities, and in certain production processes in
Cléon, Venray and Deurne, which in total amounted
to 244 ,409 m
3
for the entire year.
We continuously strive to minimize the impact of
Ebusco’s activities on the environment through the
responsible use of raw and ancillary materials and
by reducing waste, water discharge and emissions.
We started designing and manufacturing buses in
Deurne in 2019, which allowed us to avoid the burden
of legacy assets and processes.
• Energy: Due to the unique carbon design of the
bus our energy consumption is lower compared
to competitors. Hence, this results in relative low
KEY PERFORMANCE INDICATORS*
642.50
Tons of CO
2
eq scope 1 ghg
emissions
(2023: 376.70)
41.39
Total energy consumption
per net revenue (in 100k)
(2023: 4.74)*
585.59
Tons of gross location-based
CO
2
eq scope 2 ghg emissions
(2023: 922.82)
8.43
GHG emissions per net
revenue (in 100k)
(2023: 0.71)*
85.57
Tons of gross market-based
CO
2
eq scope 2 ghg emissions
(2023: 111.89)
4,414.10
MWH total energy consumption
for own operations
(2023: 4,891.48)
* Emissions and fuel consumption for the in-house casco and bus assembly still active in 2024 are also included in the gures.
Scope 1 emissions have almost doubled in 2024 compared to 2023 due to more company cars and fuel use and scope 2
reduced slightly due to use of green energy (wind). Since the 2024 revenue was a fraction of the 2023 revenue, this also
impacts the KPI’s related to the revenue.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
22
MANAGEMENT BOARD REPORT
KEY PERFORMANCE INDICATORS
SOCIAL
The expertise and capabilities of our employees play
a critical role in the development, production, and
commercialisation of innovative mobility solutions.
We recognise that maintaining a healthy and safe
work environment is essential.
TURNAROUND PLAN AND REORGANIZATIONS
The year 2024 was exceptionally challenging
for Ebusco and for our employees. As part of the
Turnaround Plan aimed at creating a more stream
-
lined and efcient organization and a better align-
ment with the new production (OED) model, a reorga-
nization was implemented. This restructuring led to
a reduced workforce, with the number of employees
decreasing from nearly 900 to just over 500 full-time
equivalents (FTEs) over the course of the year. In the
rst quarters of 2025 the execution of an additional
restructuring took place, reducing the workforce by
another 102 FTEs. These steps are obviously difcult
for the employees affected, but necessary to improve
Ebusco’s (nancial) performance. Social plans are in
place and we strive to balance efcient decision-ma
-
king with ongoing care and support for our employees.
CULTURE AND CORE VALUES
Our core values dene our culture and guide us in
the way we act and work together. Everyone in
the company is responsible for living up to these
values. The core values are embedded in the code
of conduct. We placed signicant focus on reinfor-
cing our core values, ensuring that our employees’
conduct aligned with these values at all times.
84%
Employee retention rate*
(in 2023: 90%)
5.21%
Absenteeism
(in 2023: 4.49%)
41.11%
Employee turnover
(in 2023: 21.03%)
28
Interns per year
(in 2023: 39)
119.09
Average working hours per month
(in 2023: 100,983)
133
Temporary employees hired
(in 2023: 509)
23%
Engineer or R&D professionals,
of total workforce
(in 2023: 19.2%)
1.21%
Employees with WAO or WIA status,
of total workforce
(in 2023: 1.15%)
* Retention rate over the year based on employees who voluntarily resigned.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
23
MANAGEMENT BOARD REPORT
HEALTH AND SAFETY
We strive to ensure a safe and healthy work environ-
ment for our employees while designing products
that meet the highest standard of customer safety.
Our approach to health and safety is set out in the
Ebusco Code of Conduct. All employees are jointly
responsible for health, safety and the environment
at the sites where they perform their work activi-
ties. This means being mindful of their conduct and
how it might affect other team members. As such,
employees receive formal training and are trained to
suspend work in unsafe situations and report this to
their supervisors. These guidelines are set out in the
health and safety manual and the internal reporting
process.
The following internal arrangement” support the
health and safety guidelines:
• Employees have access to voluntary consultations
aimed at preventing health problems.
• A full risk inventory and evaluation is performed
at least every four years or more frequently when
extensive production changes are implemented.
The most recent veried and approved version is of
last year.
• An emergency response team is in place,
consisting of trained employees that are able to
implement Ebusco’s emergency roadmap.
In the event of an environmental incident, our
employees are expected to immediately report
to both their supervisor and the Quality, Health &
Safety, Sustainability and Environment (QHSSE)
Director and to take appropriate measures to prevent
a dangerous situation. In such situations, employees
must always follow the instructions of the inhouse
or external emergency response ofcer. Employees
complete compulsory safety training before starting
their jobs and have access to a health and safety
manual as further guidance.
KEY PERFORMANCE INDICATORS
14.12
LTIFR
(2023: 8.14)
10
Recordable incidents
(2023: 10)
0
Fatalities
(2023: 0)
4.59
LTIFR own employees
(2023: 3.41)
40%
Of recordable incidents due to
unsafe conditions
(2023: 30%)
1
Environmental incidents
(2023: 2)
19.54
LTIFR contractors
(2023: 20.00)
15
Lost time accidents
(2023: 38)
16
Incidents due to unsafe acts out
of 48 total work related incidents
(2023: 28)
In Q1 2025, we have successfully completed the
stage 1 audit on ISO45001, with the certication
audits planned end of Q2 resulting in certication in
Q3. This in addition to maintain our certication, with
audit procedures, on ISO 9001 and ISO 14001.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
24
MANAGEMENT BOARD REPORT
DIVERSITY AND INCLUSION
At Ebusco we are committed to offer equal opportuni-
ties for everyone in all aspects of employment. When
discussing promotions or lateral moves, we focus solely
on skills and motivation, regardless gender, nationality
or other factors not related to the job at hand. Moreover,
we have zero tolerance for discrimination based on
age, race, skin colour, religion, gender, national origin,
sexual orientation, disability, or any other protected
class. We have a Diversity Policy in place aimed at
fostering diversity in the entire workforce. Employees
are expected to contribute to a respectful and inclusive
working environment, free from inappropriate behav
-
iour or attitudes such as sexual harassment, aggres-
sion and violence, discrimination, stalking, bullying,
abuse of power, insults and slander.
At the end of 2024 19% of our workforce is female
and 81% is male (2023: 19% female and 81% male).
The table below reects the division between female
and male of our own employees (excluding temporary
employees and reported as headcount), spread over
age groups.
Age Female Male %Female %Male Total
<19 1 4 20% 80% 5
20 - 29 20 79 20% 80% 99
30 - 39 46 142 24% 76% 188
40 - 49 18 79 19% 81% 97
50 - 59 9 75 11% 89% 84
60 - 69 2 35 5% 95% 37
70 - 80 1 4 20% 80% 5
Total 97 418 19% 81% 515
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
25
MANAGEMENT BOARD REPORT
GOVERNANCE
As we develop a sustainable sourcing strategy
focused on local markets, we plan to further inte
-
grate social and environmental criteria in the supplier
engagement process. This will include addressing
material aspects such as human rights, ethics, cyber
security and compliance.
BUSINESS ETHICS
We developed a governance and risk management
structure to ensure that employees, contractors and
suppliers comply with all laws and regulations in
terms of corruption, bribery, human rights, tax and
anti-competition.
Ebusco’s Code of Conduct outlines our commitment
to achieving competitive advantage through supe-
rior performance and never through unethical or
unlawful business practices. Ebusco’s policy is to
fully comply with all applicable legislation and regu-
lations.
No Ebusco employee or service provider is allowed
to offer, promise, give, provide or demand bribes or
other inappropriate benets, directly or indirectly, to
win or retain business. This includes giving civil serv-
ants or supplier employees an inappropriate mone-
tary or other advantage.
All employees as well as the Supervisory Board
members, are required to conrm in writing that
they have read and taken due note of the Code of
Conduct, understand it and will comply with it.
Non-compliance may lead to disciplinary measures
being imposed by the Management Board.
Our suppliers’ general terms and conditions include
an ethical code of conduct section. Suppliers are
required to uphold the highest ethical business
standards when conducting business. Furthermore,
we published our Supplier Code of Conduct at the
end of 2023.
HUMAN RIGHTS
We are committed to respecting human rights and
labor standards, aligning our practices with the
leading international standards; the UN Guiding
Principles on Business and Human Rights and the
OECD Due Diligence Guidelines for multinational
enterprises on Responsible Business Conduct. This
commitment is reected in our Human Rights Policy
that is published on our investor website.
In addition, our Human Rights policy and the Ebusco
Code of Conduct explicitly prohibit direct or indi-
rect employment of children, in accordance with
the International Labor Organization (ILO) Conven-
tions 138 (the Minimum Age Convention) and 182
(the Worst Forms of Child Labor Convention). We do
not employ children and strictly prohibit any forced
labor.
We realise that our responsibility towards upholding
human rights is not limited to our own operations. In
every stage of our value chain, human rights can be
at risk, and we acknowledge our responsibility to use
the relationships that we have with our suppliers,
customers and other business partners to promote
that human rights are respected. In addition to that,
we are constantly working to prevent or mitigate
potential adverse human rights impacts that are
connected to our business operations, products or
services.
Aligned with our commitment to upholding human
rights, we started with the implementation of a
human rights due diligence process. Together with
external experts, we conducted a corporate human
rights risk assessment, in which we identied the
most severe human rights risks in each step of our
value chain. This analysis systematically identied
both actual and potential impacts across the entire
value chain, ranging from those associated with the
extraction of raw materials to those inherent in the
design of our buses and extending to considerations
at the end of the product life cycle.
This assessment helps us pinpoint the areas of
risk that require heightened attention. To illustrate
this, we are aware of the specic human rights risk
associated with battery production and the mining
of metals and minerals and hence we conducted
an external audit on our battery production supplier
in China, in collaboration with the German auditing
rm TÜV SÜD. The results have been shared with our
supplier and resulted in a corrective action plan from
their side, through which we together, by heavily
engaging on a regular basis, will further mitigate the
risks.
As a next step, we will engage with our external
stakeholders to validate our ndings and deter-
mine our most salient human rights issues, with
the overarching goal to prioritize topics and formu-
late a targeted action plan addressing the identied
human rights risks. In 2025 Ebusco will start adding
compliance checks in the auditing for key suppliers.
We acknowledge this to be an ongoing process and
will continuously work on improvements and rene-
ment of our due diligence process.
At Ebusco we have the following governance related
policies in place. These policies are also available at
our investor website.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
26
MANAGEMENT BOARD REPORT
our business is dependent on public infrastructure,
access to skilled labor and public administration. At
Ebusco, tax follows the business instead of the other
way around.
CODE OF CONDUCT
The Ebusco Code of Conduct guides employees,
managers and directors in Ebusco, all wholly owned
Ebusco businesses and all joint ventures under
Ebusco’s control, on working in accordance with its
core values and general business principles. It is a
guideline to ensure integrity in Ebusco’s dealings and
decisions. It gives direction on how to interact, serve
customers and relate to signicant stakeholders.
The rules of conduct cover legislation, fair compe-
tition, accounting and nancial control, discrimina-
tion and bullying, health and safety, quality assur-
ance, environment, use of company assets and
politics. It also sets out enforcement steps.
SUPPLIER CODE OF CONDUCT
Our Supplier Code of Conduct, published in 2023,
denes how we request all our suppliers, by having
them sign up to it before being onboarded, on ESG
criteria, with reference to our Code of Conduct and
Human Rights policy.
DIVERSITY AND INCLUSION POLICY
The Diversity and Inclusion Policy demonstrates
how we promote diversity amongst our employees,
and how we set targets for the composition of our
Management and Supervisory Board.
HUMAN RIGHTS POLICY
Our rst Human Rights policy has been published
in 2023, explaining how we screen our value and
supply chain based on international standards and
regulations with regards to topics such as child-
labor, social working conditions and labor rights.
WHISTLEBLOWER POLICY
If an employee discovers an event or behaviour
that is in conict with our Code of Conduct or any
legal requirements, they have several options to
report this. We encourage them to raise concerns.
Internally, this can be done via their line manager,
colleagues they trust or the company secretary.
Employees can also use a special reporting website,
www.ebusco.com/speak-up/, where they can log
a report anonymously. The website also provides
details for internal and external condential
advisers. The whistleblowing facility and speak up
policy were launched this year and communicated
via a video from the CEO. No whistleblowing reports
were received this year. Should Ebusco receive a
report, the company secretary will establish a team
to investigate, depending on the nature of the report.
External assistance can be sourced if needed. The
Supervisory Board has to be informed of any whis-
tleblowing reports.
INSIDER TRADING POLICY
The insider trading policy guides employees in
terms of the ownership of, and transactions in,
Ebusco shares. It also requires Ebusco to keep a
list of persons who, on a regular or incidental basis,
may have insider information. The policy promotes
compliance with the relevant obligations and
restrictions under the applicable securities law and
limits reputational risk that can harm Ebusco’s busi-
ness integrity.
TAX POLICY
The Ebusco tax policy serves as a guideline for the
conduct, responsibilities and transparent interac-
tion with external parties such as tax and customs
authorities and external tax consultants. We
consider tax as a contribution to the community in
which we operate and are aware that the success of
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
27
MANAGEMENT BOARD REPORT
promptly reported to the rst line of IT support and
management. Ebusco acts in accordance with the
letter and spirit of the laws and regulations in terms
of personal data protection. Cyber security in terms
of our products, specically buses, is managed
through a product life cycle management (PLM)
system. The system connects our buses, chargers
and energy containers. Buses, in turn, operate
using different software options depending on the
customer’s requirements.
CYBER CERTIFICATION FOR EBUSCO BUSES
We have started preparing for UN Regulation No
R155 and R156, which requires all bus manufac-
turers to have implemented a functioning Cyber
Security Management System by July 2024. Based
on this implementation, Ebusco obtains audited
certication that will be a requirement to continue
selling buses in the European Economic Community.
As the certication will require that we provide proof
that our third-party suppliers are also compliant,
we will engage with our suppliers to ensure compli-
ance throughout the supply chain. The regulation
intends to ensure that our buses and their func-
tions are protected from cyber threats to electrical
or electronic components. In addition, Ebusco is ISO
21434:2021 Road vehicles — Cybersecurity engi-
neering certied.
COMPLIANCE IN OUR VALUE CHAIN
We select suppliers on the basis of an internal quality
control process that includes engineering validation,
quality, cost, delivery and lead-time criteria. We
maintain close relationships with our key suppliers,
including those for LFP (Lithium iron phosphate)
batteries, drivetrain components, charging systems,
heating systems, bus body components, axles,
brakes, air systems, compressors and systems for
online monitoring of buses.
According to Ebusco’s general terms and conditions,
suppliers must operate in full compliance with appli-
cable legislation and generally accepted interna-
tional norms and regulations. This includes goods
supplied in accordance with procedures that comply
with the requirements of e.g. ISO 9001, ISO 14001
or ISO 45001. All products have to be supplied in
accordance with all rules and regulations regarding
safety, environmental and working conditions, such
as REACH, RoHS and Conict Minerals regulations.
We are currently working with a tooling solution to
screen/execute ESG due diligence on our suppliers.
All in accordance with ESG supply chain regula-
tions such as the Norwegian Transparency Act, the
German Supply Chain Act, and the European equiv-
alent: Corporate Sustainability Due Diligence Direc-
tive (CSDDD).
A formal supplier audit plan, including site visits,
has been developed in 2023. The priority-setting for
these supplier audits is on a risk-based approach. In
2023, a rst human rights audit was conducted by
an external auditor on our battery supplier in China.
SUSTAINABILITY GOVERNANCE
The Management Board is responsible for the
sustainability strategy and implementation. Previ-
ously, sustainability was managed as a separate
function with a dedicated Sustainability Manager.
From the end of the year, it was integrated under
the responsibility of the Director QHSSE, ensuring
environmental compliance, resource efciency, and
corporate responsibility align with overall safety and
regulatory goals.
REGULATORY COMPLIANCE
We are committed to full compliance with applicable
regulations, both geographically and sector-wide.
According to the EU Commission’s directorate on
mobility and transport, the main objectives of Euro-
pean public transport policy are to provide safe, ef-
cient and high-quality passenger transport services
through regulated competition. It considers social,
environmental and regional development factors to
guarantee transparency and performance. Ebusco’s
zero emission buses are fully aligned with the EU
objectives.
We require all representatives of Ebusco to respect
and comply with the national and international laws,
regulations, and instructions of cities, states and
countries where Ebusco is active.
CYBER SECURITY
Ebusco developed an information technology (IT)
infrastructure that is robust, reliable and ensures
safe data storage. The manufacturing, sales,
procurement and planning for our products and
services rely on data. We collect data in many ways,
including through Ebusco Live and internal systems.
Customer telematics and charging data are some of
the key inputs into our operations and help us opti-
mize after-sales service, inventory and more.
ALERT AND AWARE
According to the Ebusco Code of Conduct, all
employees must handle information obtained by
virtue of their function with care and maintain
strict condentiality. We prohibit the processing of
any information, whether condential or not, in a
digital environment that is not managed by Ebusco.
We also emphasize that portable devices such as
laptops, tablets, smartphones and ash drives pose
a security risk. Any information breaches have to be
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
28
MANAGEMENT BOARD REPORT
THE EU TAXONOMY REGULATION
The EU Taxonomy is set up to provide all stakeholders
with appropriate denitions for which economic ac-
tivities can be considered environmentally sustain-
able. In this way, it should create security for inves-
tors, protect private investors from greenwashing,
help companies to become more climate-friendly,
mitigate market fragmentation and help shift in-
vestments where they are most needed.
The EU Taxonomy Regulation has established six
environmental objectives, and the EU has adopted
delegated acts.
1. Climate change mitigation
2. Climate change adaptation
3. The sustainable use and protection of water and
marine resources
4. The transition to a circular economy
5. Pollution prevention and control
6. The protection and restoration of biodiversity and
ecosystems
Under the requirements of the EU Taxonomy, com-
panies currently in scope of Directive 2014/95/EU
on the disclosure of non-financial information, need
to disclose the proportion of Taxonomy-aligned and
non-Taxonomy aligned economic activities in their
total turnover (hereafter referred to as revenue),
capital expenditures (Capex) and operating expens-
es (Opex) including certain qualitative information.
Ebusco does not meet (yet) the criteria of Directive
2014/95/EU on the disclosure of non-financial infor-
mation during this reporting year 2024.
For an economic activity to be classed as ‘environ-
mentally friendly’ under the EU Taxonomy, it must
first be determined whether it is ‘Taxonomy-eligible’
and then whether it is ‘Taxonomy-aligned’. Only ac-
tivities that are described in the delegated act are
‘Taxonomy-eligible’. The second step is to conduct
an analysis to establish if an activity is aligned. This
alignment determines whether the eligible activities
are sustainable (or not).
To evaluate Ebusco’s eligible activities, the complete
list of activities listed in the EU taxonomy Delegated
Act related to climate change mitigation and climate
change adaptation have been assessed and com-
pared to Ebusco’s core activities. Hence, the below
activities, and related numbering (i.e. ‘3.3’), relate to
the Taxonomy classification model itself.
ACTIVITY DESCRIPTION EBUSCO KPI
3.3 Manufacture of low-carbon
technologies for transport
Manufacture, repair, main-
tenance, retrotting, repur-
posing and upgrading of low
carbon transport vehicles,
rolling stock and vessels.
Ebusco develops and produces
fully electric city and regional
buses (PRODCOM code
29.10.30) and contracts for
ancil- lary services and goods,
which support the customer’s
use of zero-emission buses
(aftersales).
Revenue
Opex
Capex
3.6 Manufacture of other low
carbon technologies
Manufacture of technologies
aimed at substantial GHG
emission reductions in other
sectors of the economy, where
those technologies are not
covered in Sections 3.1 to
3.5 of this Annex.
Ebusco offers the installation
of charging stations for clients
which are manufactured to
allow the operation of their
zero-emission buses. Further-
more, Ebusco’s Energy Storage
Systems (ESS)
for both land and marine use
and charging products.
Revenue
Opex
Capex
6.5 Transport by motorbikes,
passenger cars and light
commercial vehicles
Purchase, nancing, renting,
leasing and operation of vehi-
cles designated as category M1,
N1, both falling under the scope
of Regulation (EC) No 715/2007
of the European Parliament and
of the Council234, or L (2- and
3-wheel vehicles and quadri-
cycles).
Ebusco's company cars,
owned or leased under IFRS 16
correspond with this category
6.5.
Opex
Capex
7.7 Acquisition and ownership
of buildings
Buying real estate and exer-
cising ownership of that real
estate.
Ebusco's buildings, owned or
leased under IFRS 16 corres-
pond with this category 7.7
Opex
Capex
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
29
MANAGEMENT BOARD REPORT
The EU Taxonomy reporting is based on the financial
figures of 2024. The Taxonomy-eligible KPIs have
been calculated as:
• Taxonomy-eligible revenue KPI = eligible revenue
/ total revenue
• Taxonomy-eligible Capex KPI = eligible Capex /
total Capex
• Taxonomy-eligible Opex KPI = eligible Opex / total
Opex
The denominator for the eligibility KPIs has been de-
fined as:
• Total revenue as stated in Note 5 Revenue, cost
of materials and segment reporting of the Annual
Report.
• Total Capex (additions) as stated in Note 11 Prop-
erty, plant and equipment and Note 12 Intangible
assets and note 21 Leases of the Annual Report.
• Total Opex related to R&D, building renovation
measures, short term lease, repair and mainte-
nance and other direct expenditures relating to
the day- to-day servicing of assets of property,
plant and equipment.
Ebusco allocated the revenue, capital expenditures
and operational expenditures to the Taxonomy-eligi-
ble activities (the nominator of the Taxonomy-eligi-
bility KPIs). This allocation is based on the general
ledger description of the financial system, which
also forms the basis for Ebusco’s external financial
reporting. The below table reflects the percentage of
our revenue, capital expenditure and ope
rational ex-
penditures related to these eligible activities:
(€ thousands) Revenue Capex Opex
Scope of activity 10,665 4,722 3,894
of which:
Eligible 100.0% 96.3% 100.0%
Non Eligible 0.0% 3.7% 0.0%
Aligned 0.0% 0.0% 0.0%
Total 100.0% 100.0% 100.0%
In 2024, we have focused on our EU Taxonomy-eligi-
bility assessment again, and we have started to for-
malize our EU Taxonomy-alignment processes such
as the minimum safeguards. At this stage it is unclear
how to define the best-performing alternative on the
market, for Ebusco’s energy storage system and elec
-
trical vehicle chargers. More clarification of the tech-
nical screening criteria of activity 3.6: ‘Manufacture
of other low-carbon technologies’ and examples is
preferably needed to assess the substantial contri-
bution for these specific products. We have not yet
formalized all our EU Taxonomy-alignment process
-
es such as the minimum safeguards and the Do No
Significant Harm principles. Therefore, we concluded
that we are not yet EU Taxonomy-aligned per 2024
but will further prepare ourselves for this in 2025.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
30
MANAGEMENT BOARD REPORT
RISK MANAGEMENT AND INTERNAL CONTROL
RISK MANAGEMENT GOVERNANCE
In conducting our business, we face risks that may interfere with our business
objectives. It is important to understand the nature, likelihood and potential im-
pact of these risks. The company sees adequate risk management as an integral
element of good business practice. The Management Board is responsible for the
organisation, implementation and functioning of the internal risk management
and control systems that are geared to Ebusco’s business activities. The Manage-
ment Board is aware that risk management and control systems cannot provide
an absolute guarantee with respect to achieving the business objectives and pre-
venting signicant errors, losses, fraud or the violation of laws or regulations.
The scope of the Supervisory Board’s supervision
includes the design and operation of the internal
risk management and control systems as well as
the monitoring of the effectiveness of the internal
control system. The Audit Committee supports the
Supervisory Board in the performance of this super-
vision.
RISK PROFILE
Ebusco’s approach to risk management is aimed
at nding the right balance between maximizing
the business opportunities while at the same time
managing the risks involved. The most important
risks have been identied and clustered into four
categories: strategic risks, operational risks, nan-
cial and reporting risks and compliance risks.
The company is prepared to accept risks associated
with doing business in the continuously changing
market environment in a responsible and well-con-
sidered way, as well as in line with the interests of its
internal and external stakeholders.
It is the duty of the Management Board to weigh the
business opportunities against the expectations
and interests of employees, shareholders, nancial
institutions, supervisors and other strategic stake-
holders. Decisions regarding changes or ne-tuning
of our business models are taken by the Manage-
ment Board in accordance with the risk appetite of
the company. Considering strategic risks, a balance
is explicitly sought between acceptable risk on the
one hand and the entrepreneurship conducted in
the context of long-term value creation on the other
hand. Operational risks must be controlled as good
as possible, and the company will review the effec-
tiveness and efciency of its operational processes
for this purpose. Next to this, nancial and reporting
risks need to be controlled as well to avoid errors in
our nancial reporting. Compliance with laws, regu-
lations and our Code of Conduct is fundamental to
Ebusco’s reputation which implies a zero approach;
we do not accept any risk of violation.
RISK MANAGEMENT SYSTEM
Ebusco’s risk management policies have been deve-
loped to identify and analyze the risks faced by the
company, to set appropriate risk limits and controls,
to monitor risks and adherence to limits and to assess
the effectiveness of the internal controls. Ebusco
furthermore regularly reassesses risk management
protocols and frameworks to align with evolving
market dynamics and operational endeavors. The
internal control processes aim to identify and address
risks in a timely and consistent way. Our risk manage
-
ment objective is that the risks we face are properly
evaluated and mitigated, and that management is
provided with the information necessary to make
informed decisions in a timely manner. Ebusco’s risk
management system consists of quality controls,
management information systems, policies and an
internal control framework.
QUALITY CONTROLS
The company has adopted an integrated, end-to-end
approach to quality control, meaning that the
company performs multiple quality inspections
during both the production and the pre-delivery
inspection (PDI) phase, and the company continuo-
usly provides feedback of the outcome of quality
checks to its development and engineering teams
to increase quality in the design and production
process. The company has strategies and a dedi-
cated team using the FRACAS system (Failure
Reporting, Analysis, and Corrective Action System)
to identify and correct any defects at each stage of
the design, supplier development, production, and
eld performance of Ebusco’s zero emission buses.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
31
MANAGEMENT BOARD REPORT
MANAGEMENT INFORMATION SYSTEMS
The heart of our internal risk management and
control system on our periodic performance is
formed by our reporting cycle and management
information systems. Our mid-term plan and objec-
tives form the basis on which our yearly budget is
made.
POLICIES
Ebusco has a Code of Conduct that has been deter-
mined by the Management Board and approved
by the Supervisory Board. The Code of Conduct
applies to all Ebusco employees, including tempo-
rary employees, and is published on the corporate
website. In addition, Ebusco has a Whistleblower
policy that has been published on the corporate
website and ensures that possible violations of exis-
ting policies and procedures can be reported without
any negative consequences for the person reporting
the violation.
INTERNAL CONTROL FRAMEWORK
The company acknowledges the need for an effective
internal control framework (ICF). Ebusco established
a blueprint for its ICF during previous years which was
set for further enhancement and implementation.
However, due to the continued operational and nan
-
cial challenges, the further design and implemen-
tation of the ICF has not obtained the required level
of attention and the company therefore believes the
ICF operating effectiveness is still below par. Consi
-
dering the transition of Ebusco’s business model, the
Company will assess the implications on the designed
blueprint and further roll-out of its ICF.
INTERNAL AUDIT
Given the operational and nancial challenges,
the internal auditor has not been assigned with an
engagement during 2024. The company however
engaged an external consultancy party to assess
critical processes within the organization which were
considered most important due to the referred to
operational and nancial challenges. The company
aims to reinstall the role of internal audit in 2025.
RISK APPETITE
Our risk appetite depends on the nature of the risk,
the likelihood and the potential impact on our busi-
ness. Ebusco’s risk appetite, the level of risk Ebusco
is willing to accept to achieve its objectives, may
vary based on specic risks and is divided into ve
levels: very low, low, medium, high and very high.
Our approach is geared toward mitigating the risks
to the levels dened in our risk appetite. Ebusco’s
risk appetite is visualized in the table below. The risk
categories are not classied in order of importance.
RISK OVERVIEW – OUR KEY RISKS
The table on the next page is a summary of key risks
that, alone or in combination with other events or
circumstances, could have a material adverse effect
on the Group’s business, nancial condition, results
of operations or prospects. Although management
believes that the risks and uncertainties described
below are the most material risks, Ebusco may face
other (unsurfaced) risks as well. All of these risk
factors and events are contingencies which may
or may not occur. The Group may face a number
of these risks simultaneously and some risks may
RISK APPETITE VERY LOW LOW MEDIUM HIGH VERY HIGH
Behaviour towards risk
Averse Prudent Balanced Considerable Seeking
Strategic
Operational
Financial & reporting
Compliance
be interdependent. In making the selection, the
Group has considered circumstances such as the
probability of the risk materializing on the basis of
the current state of affairs, the potential impact
which the materialization of the risk could have on
the Group’s business, nancial condition, results
of operations or prospects, and the attention that
management would, on the basis of current expec-
tations, have to devote to these risks if they were to
materialize.
The key risk faced by the Group is its liquidity risk—
the risk that the company is unable to meet its
short-term nancial obligations as they fall due.
For a comprehensive assessment of the Group’s
liquidity risk, reference is made to its Going Concern
disclosure in note 2.3 in its consolidated nancial
statements.
On 17 October 2024 a pre-judgment attachment was
placed on some of Ebusco’s bank accounts by one of
its customers. The Group and the customer reached
an agreement on the matter on 24 October 2024
after which the customer lifted the pre-judgement
attachment.
Furthermore, the Group incurred late delivery penal-
ties and order cancellations during 2024 as a result
of the Group's failure to deliver the contracted buses
within the required timeframe, giving the customers
the right to terminate the contracts. These cancel-
lations and penalties had a signicant negative
impact on the Group’s nancial result and liquidity
position.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
32
MANAGEMENT BOARD REPORT
RISK AREA RISK RISK DESCRIPTION RISK TREND RISK APPETITE
STRATEGIC
Geopolitical environment
Geopolitical and macroeconomical changes and disruptions could materially adverserly affect the Group's business, nancial conditions,
results of operations or prospects.
Industrial operations including
supply chain
Supply chain disruptions or shortages and other events that may affect the Group's supply chain may materially adversely affect the
Group's business and protability.
Competitive environment
The Group faces strong competition in the transit bus market from both new and established competitors alike. If it were not able to
compete successfully against them, the Group's revenue growth and market share could be materially adversely affected.
Intellectual property
Failure to adequately protect Ebusco’s intellectual property rights could affect the Group's business, nancial condition, result of opera-
tions or prospects.
Technological developments
Failure to anticipate or adapt to technological disruptions could adversely affect our competitiveness and nancial performance.
OPERATIONAL
Late delivery and non-availability
penalties and order cancellations
Late deliveries of the Group's goods may result in penalties imposed by clients or partners, negatively affecting Ebusco’s nancial perfor-
mance and reputation.
Legal proceedings
Legal proceedings and claims expose the Group to potential nancial and reputational risks.
Quality control
The Group faces inherent risks associated with potential product defect claims, which may involve allegations of inadequate safety
measures, design aws, or manufacturing errors. The nancial implications of such claims could signicantly impact the Group's nan-
cial performance and market standing.
Cost ination and price increases
The Group’s nancial performance could be negatively impacted if it is unable to compensate for higher costs through increased prices on
products and services sold.
Safety & Incidents
The main safety risks in our operations involve high-voltage electricity, epoxy resin chemicals, work at heights, and hot surfaces. Interna-
tional expansion may heighten our vulnerability in these areas.
IT & Security
The Group's systems are susceptible to breaches or damage from viruses, cyberattacks, natural disasters, or unauthorised access.
Constantly evolving threats pose risks, potentially impacting product safety as digital integration expands. Breaches could lead to
malfunctions, safety issues, and legal liabilities. Sensitive data associated with Ebusco's buses is also at risk, threatening condentiality
and operational integrity. Incidents could disrupt operations, leak data, and damage our reputation, causing nancial losses.
Staff
T
he Group's success depends on its ability to retain, attract and hire individuals for its Management Board and other highly skilled personnel.
FINANCIAL AND REPORTING
Liquidity risk
Liquidity risk poses a signicant concern for the company, especially in the face of the nancial challenges that may impede the Group's
ability to meet short-term obligations.
Currencies
Foreign exchange risk arises due to Ebusco’s exposure to foreign currencies.
Credit risk
The Group risks a nancial loss resulting from a counterparty failing to meet its contractual payment obligations.
Reporting
Risk that Ebusco's reporting contains material errors.
COMPLIANCE
Legal & regulatory
Damage (including reputation) due to violation of legislation and regulations including export and sanctions regulations, unfair competi-
tion, fraud, corruption and bribery.
ESG
The importance of environmental, social and governance (ESG) to our overall strategic and operational objectives is rapidly increasing.
We may however be unable to achieve our ESG objectives, targets and market expectations.
Tax
Damage (including reputation) due to violation of tax legislations and regulations.
Legend
increased equal avoiding low medium
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
33
MANAGEMENT BOARD REPORT
1. STRATEGIC RISKS
TURNAROUND PLAN
RISK
To address the Group’s operational challenges and
improve its overall performance and delivery relia-
bility, a comprehensive turnaround plan has been
developed by the Management Board as announced
on 24 October 2024. Under the Turnaround Plan,
the Group will adopt an Original Equipment Design
(OED) manufacturing model, being a model in which
buses are designed and engineered by the Group,
but assembled by contract manufacturers, instead
of in-house by the Group. With the Turnaround Plan,
the Group aims to address the core issues and chal-
lenges that it has faced over the last few years resul-
ting from (i) the unsuccessful in-house production
and assembly strategy for the Ebusco 3.0 bus and
(ii) the subsequent hybrid (contract manufacturing
and in-house production) model approach that has
not led to the anticipated outcome. The primary
objective of the Turnaround Plan is to improve the
overall performance of the Group and to restore and
retain the condence of stakeholders in the Group
as a reliable and valued business partner. While the
Group is committed to implementing the Turnaround
Plan, there is no assurance that the Turnaround Plan
will be successfully implemented, or at all, or that it
will be implemented as currently anticipated. If the
implementation is not successful, this could affect
the Group’s business, nancial condition, result of
operations or prospects.
RISK MITIGATION
The Group has designed a governance structure, led
by the CEO, COO (and Transformation Director) and
CFO, to implement the elements of the Turnaround
Plan in a structured and diligent fashion. To safe-
guard company wide support for the Turnaround
Plan, each workstream is owned and sponsored
by a member of the Management, and reports to
the CEO on a weekly basis. Each workstream has
milestones, goals and targets and these will be
tracked and traced on a regular basis, and these
are subject to review by the Management Board. The
COO is tasked with the day-to-day oversight of the
Turnaround Plan. In order to successfully implement
the Turnaround Plan, the Group is working to imple-
ment the following actions: (i) the Group must esta-
blish an experienced management team, clarify and
improve working arrangements with contract manu-
facturers and address the start-up inefciencies for
Ebusco 3.0; (ii) the Group must only accept orders
with realistic customization needs and perform
capacity planning based on available production
slots only, in order to improve its delivery reliability
and timely output to customers; (iii) the Group must
reduce inventory levels in planned future projects,
create production ow and improve the Group’s cash
position by attracting additional band guarantee
facilities, and reduce the number of production faci-
lities; and (iv) the Group must set up a dedicated
team with full focus on the Energy Solutions opera-
tions, to improve the delivery reliability of its MECs.
GEOPOLITICAL ENVIRONMENT
RISK
Ebusco’s result of operations can be impacted by
(geo)political instability, civil unrest and armed
conicts. The changing geopolitical situation, poten-
tial trade sanctions and/or decoupling economies
may also give rise to further tariffs and other trade
restrictions and barriers being imposed, which can
negatively impact Ebusco’s production system and
ability to conduct its operations. For instance, delays
due to disruptions in the maritime transport as a
result of Houthi-rebels blocking the Red Sea which
require vessels to take an alternative route/detour
which results in longer lead-times. Further, on 2 April
2025, extensive import tariffs were imposed by the
USA on a broad range of countries, with counter-ta-
riffs by some of these countries reasonably likely
or already announced, as is the case for China. The
factors described above, or other factors which may
impact conditions relevant to Ebusco’s business
environment, are difcult to predict and may have
a material adverse impact on the Group’s business,
nancial condition and operating results.
RISK MITIGATION
Ebusco, via its Management Board, monitors
economic, political and general societal changes and,
where necessary, develops response strategies to
such events. The Management Board monitors these
changes as they specically relate to the implementa
-
tion of the Turnaround Plan and equally, where neces-
sary, develops response strategies to such events.
INDUSTRIAL OPERATIONS INCLUDING SUPPLY
CHAIN
RISK
Ebusco’s ability to deliver in accordance with market
demand and product quality expectations depends
signicantly on a timely and adequate supply of
materials, components and other vital services.
Disturbances in the supply chain and industrial
system can arise from a variety of factors, including
continued or additional shortages of material, single
sourcing, supplier insolvency, shortages of (skilled)
labor, strikes, pandemics, geopolitical tensions
and conicts or climate hazards such as extreme
weather, which each or in combination could result
in stoppages and other interferences in production
and deliveries, which may impair our ability to meet
our customers’ orders, and thus negatively affect
Ebusco’s business and results from operations.
RISK MITIGATION
Under the new production strategy as outlined in the
Turnaround Plan, the involvement of contract manu-
facturers in the procurement of components and
overall planning of the supply chain increases; the
Group intends to grow direct shipments of compo-
nents to these contract manufacturers, thereby
reducing the number of components supplied by
Ebusco. This would simplify the Group’s supply
chain. In addition, the Group, its contract manufac-
turer and (the Group's) preferred supplier will engage
in a three-party agreement for the key components
to ensure both the required quality and the pricing of
these components.
COMPETITIVE ENVIRONMENT
RISK
Ebusco operates in a highly competitive market,
and thus faces intense competition from global and
local industry peers. Many of the Group's current and
potential competitors are traditional automobile and
bus suppliers with strong brand recognition, loyal
customer bases, longer operating histories with
established track records of service and greater
nancial and marketing means. In addition, Ebus-
co's competitors that also produce diesel-hybrid
and compressed natural gas vehicles may have an
advantage with existing and prospective customers
that are interested in exploring diesel alternatives
without committing to zero emission vehicles or that
wish to pursue a gradual zero emission or electri-
cation strategy with the same supplier. Ebusco also
encounters competition from new market entrants,
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
34
MANAGEMENT BOARD REPORT
RISK MITIGATION
The Group has a combination of patents, trade-
marks, and other forms of intellectual property
rights. The Group’s IP is monitored.
TECHNOLOGICAL DEVELOPMENTS
RISK
The electric vehicle industry is heavily dependent on
advancements in battery technology. Rapid deve-
lopments in battery chemistry, energy density, and
charging infrastructure could lead to the emergence
of new competitors or superior products, potentially
eroding the Group’s market share. Failure to anti-
cipate or adapt to these technological disruptions
could adversely affect the Group’s competitiveness
and nancial performance.
RISK MITIGATION
Ebusco maintains relationships with multiple
tier-one battery suppliers to both reduce depen-
dency on a single source and mitigate the risk of
supply chain disruptions and to ensure its goods
are up to date with latest technological develop-
ments. In addition, the Group continuously moni-
tors technological developments to stay abreast of
the latest advancements and emerging trends in
the industry, which enables Ebusco to anticipate
if required. Finally, the Group entered in November
2024 into a strategic partnership with its longstan-
ding battery supplier Gotion. Gotion is a leading tech-
nology-based company, focused on power battery
technology research, development and innovation.
The Group aims to strengthen its position as an inno-
vative frontrunner in the rapidly expanding market of
electric buses and associated ecosystems.
seeking to offer lower total cost ownership, new and/
or alternative technologies and/or new business
models. In this market environment, there can be
no assurance that new or current competitors will
not be more successful than Ebusco in offering new
products and services to the market, in implementing
new technologies or collaboration models or in offe
-
ring more attractively priced products or services.
This could affect the Group’s business, results of
operations, market share and nancial position.
RISK MITIGATION
Throughout the last 12 years, Ebusco has worked to
improve electric driving and make it economically
attractive. The introduction of the Ebusco 3.0, with
a lightweight carbon ber composite body based on
aerospace technology, has been a gamechanger in
this respect. Combined with its (cobalt free) battery
technology, the Ebusco 3.0 is more cost efcient
than other electric bus competitors, as well as diesel
bus competitors. Ebusco is strongly committed to
staying ahead of the curve.
INTELLECTUAL PROPERTY
RISK
Ebusco primarily relies on a combination of trade
secrets, contractual rights (such as non-dis-
closure agreements and the assignment of certain
employees/ consultants’ intellectual property rights)
and intellectual property licenses to establish and
protect its technology. The Group might be required
to spend signicant resources to monitor, maintain
and protect its intellectual property rights. Failure
to adequately protect Ebusco’s intellectual property
rights could result in its competitors offering similar
products, potentially resulting in the loss of some of
Ebusco’s competitive advantage, which could mate-
rially adversely affect its business, nancial condi-
tion, result of operations or prospects.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
35
MANAGEMENT BOARD REPORT
2. OPERATIONAL RISKS
LATE DELIVERY AND NON-AVAILABILITY PE-
NALTIES AND ORDER CANCELLATIONS
RISK
The timely delivery of goods is crucial for the
success of Ebusco’s operations, and any delay in
meeting delivery deadlines poses a signicant risk
to the Group’s business. Late deliveries may result
in penalties imposed by clients or partners, nega-
tively affecting Ebusco’s nancial performance
and reputation. These penalties could include
contractual nes or the possibility of losing future
business opportunities. In addition, under the
Group's contracts with its customers, late delivery
of buses entitles the relevant customer to cancel
the order of buses and terminate the contract,
even if these buses are in an advanced stage of
production. Ebusco therefore may be exposed to
order cancellations in each case where, under a
customer contract, delivery has not been made by
the contractually stipulated time. Order cancel-
lations could affect the Group’s business, results
of operations, nancial position and prospects.
The Group received contract cancellations for 96
buses, the majority of which were at an advanced
stage of production in the last quarter of 2024.
which subsequently resulted in a working capital
shortfall during the rst quarter of 2025.
RISK MITIGATION
Ebusco has reevaluated its production strategy
with the objective of substantially increasing both
manufacturing and assembly capacities. The anti-
cipated outcome of this capacity enhancement is
the restoration of the reliability of Ebusco’s delivery
of goods, thereby avoiding any potential imposition
of late delivery penalties and order cancellations.
Concurrently, the Group diligently evaluates each
claim on an individual basis and engages in ongoing
discussions with its clients to amicably resolve any
concerns without incurring immediate nancial
repercussions. In addition, if the Group would receive
contract cancellations it aims to reallocate these
buses to new customers or existing contracts.
LEGAL PROCEEDINGS
RISK
Ebusco could be confronted with various legal procee-
dings and claims. The legal proceedings and claims
could relate to a large number of topics, including
product defects, intellectual property rights (espe
-
cially patent infringement lawsuits), supplier and
other contractual relationships, warranty claims and
employment-related disputes. Such legal procee
-
dings and claims expose Ebusco to potential nancial
and reputational risks. The product defects-related
claims may involve allegations of inadequate safety
measures, design aws, or manufacturing errors. Intel
-
lectual property disputes, particularly patent infringe-
ment lawsuits, could result in substantial damages and
injunctions that may affect our ability to produce or sell
certain products. Legal actions related to supplier and
contractual relationships may arise from disputes over
terms, delivery failures, or quality issues. Additionally,
warranty claims may lead to nancial liabilities and
impact customer satisfaction. Employment-related
disputes pose risks to the company's workplace repu
-
tation. Lastly, environmental matters may result in
compliance-related litigation and nancial penalties.
RISK MITIGATION
Ebusco is committed to diligently manage these
legal challenges through proactive risk mitigation
strategies, internal and external legal expertise, and
adherence to ethical business practices to safe-
guard our stakeholders' interests.
QUALITY CONTROL
RISK
The Group faces inherent risks associated with
potential product defect claims, which may involve
allegations of inadequate safety measures, design
aws, or manufacturing errors. Instances of product
defects, whether due to insufcient safety features,
inherent design weaknesses, or manufacturing
inaccuracies, could lead to legal disputes, regula-
tory scrutiny, and reputational damage. Allegations
of inadequate safety measures may arise if products
fail to meet industry standards or pose risks to
consumer safety. Similarly, design aws could
result in product malfunctions or failures, leading
to customer dissatisfaction and potential liability.
Manufacturing errors, such as defects in materials
or assembly processes, may further exacerbate
the risk of product defects and associated claims.
The nancial implications of such claims, including
legal expenses, settlements, and potential damage
to brand reputation, could signicantly impact the
Group's nancial performance and market standing.
RISK MITIGATION
The Group has established comprehensive quality
assurance protocols throughout the product deve-
lopment and manufacturing processes, in coopera-
tion with its contract manufacturers. This includes
thorough testing procedures, quality control check-
points, and regular inspections to identify and rectify
potential defects before products reach the market.
In addition, the Group aims to foster a culture of
continuous improvement and innovation to drive
ongoing enhancements in product quality, safety,
and reliability.
COST INFLATION AND PRICE INCREASES
RISK
Inationary trends continued during 2024 which
resulted in increased prices for raw materials
and freight and higher labor costs. The ability to
pass on such higher costs into price increases for
products and services may be limited by prices
already committed to customers in order books or by
competitive pressure. The Group’s nancial perfor-
mance could be negatively impacted if it is unable to
compensate for the higher costs through increased
prices on products and services sold.
RISK MITIGATION
Ebusco is continuously monitoring the develop-
ment of purchase prices for goods and services
required on the short, medium and long-term
basis. As certain raw materials and components
are purchased on the world market, Ebusco enters
negotiations with both new and existing suppliers to
mitigate the risk to the extent possible. Furthermore,
as part of the Group’s Turnaround Plan, it aims to
involve its contract manufacturers in the sourcing of
its required components which supports in mitiga-
ting the risk.
SAFETY & INCIDENTS
RISK
In the Group’s operations, safety risks relate mainly
to using high-voltage electricity, chemicals such as
epoxy resin, working at heights and with hot surfaces.
Increasingly specic expertise and training capacity
are required in order to protect against this risk.
RISK MITIGATION
The Group’s approach to health and safety is set
out in the Ebusco Code of Conduct. All employees
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
36
MANAGEMENT BOARD REPORT
are jointly responsible for health, safety and the
environment at the sites where they normally
perform their work activities. This means being
aware of their conduct and how it might impact other
team members. Employees receive formal training
and they are aware that they should suspend work
in unsafe situations and report this to their super-
visors, as set out in the health and safety manual
and the internal reporting process.
IT & SECURITY
RISK
Despite the measures that the Group has imple-
mented, including those related to cybersecurity, our
systems could be breached or damaged by computer
viruses and systems attacks, natural or man-made
incidents, disasters or unauthorized physical or elec-
tronic access. Cybersecurity threats are constantly
evolving. The Group remains potentially vulnerable to
additional known or yet unknown threats, as in some
instances, the Group, its customers, and its suppliers
may be unaware of an incident or its magnitude
and effects. The Group recognizes the inherent risk
associated with cybersecurity threats that have the
potential to impact product safety. As the Group’s
products increasingly integrate digital technologies,
any compromise of cybersecurity breaches poses
a direct threat to the safety and functionality of the
Group’s products. Unauthorized access or manipula-
tion of product systems could lead to malfunctions,
safety breaches, or the compromise of critical safety
features. Such incidents not only jeopardize the
well-being of end-users but also expose the Group
to regulatory scrutiny, legal liabilities, and repu-
tational damage. Furthermore, Ebusco is exposed
to cybersecurity threats concerning the sensitive
data associated with its buses. The potential for
unauthorized access, data breaches, or cyber-at-
tacks is a pertinent concern. Cybersecurity threats
could compromise the condentiality, integrity, and
availability of critical information, including opera-
tional data, maintenance records, and proprietary
technology. The Group also faces the risk that it
exposes its customers to cybersecurity attacks
through the systems it delivers to its customers,
including in the form of malware or other types of
attacks as described above, which could harm the
Group’s customers. Furthermore, the level of remote
working has increased within the Group’s organiza-
tion, which increases the risks of cybersecurity inci-
dents. Events or incidents caused by vulnerabilities
in the Group’s operations or products could cause
disruptions of operations, loss or leakage of data,
reputational risk and nancial losses.
RISK MITIGATION
Ebusco has contracted a specialized external
cyber security company which fulltime monitors
the IT environment and reports and acts upon
threats together with the Group’s IT department.
Furthermore, according to the Code of Conduct, all
employees must be careful in treating information
they obtain by virtue of their function and maintain
condentiality. The Group prohibits the processing
of information, condential or otherwise, in a digital
environment that is not managed by Ebusco. The
Group has also provided formal employee trainings
for which the focus topics contained attacks and
scams, insider training and reporting, ransom- ware,
classication and protection, malicious software
and social networks.
STAFF
RISK
Ebusco's success depends, in part, on its continuing
ability to identify, hire, attract, train, develop and
retain highly skilled personnel, which is currently
at risk (mostly) due to the Group’s nancially
distressed situation. (Key) Employees may leave due
to the uncertainty about job and subsequent nan-
cial security. This uncertainty may also lead to a low
morale in the Group’s workforce, reduced producti-
vity and increase illness rates. Departing employees
could result in losing deep knowledge of systems,
clients and processes. Furthermore, a tarnished
reputation or negative media coverage can deter
potential candidates, especially in competitive
job markets. If the Group is not able to attract and
retain employees, it is required to attract external
employees. These risks, individually and in aggre-
gate, may result negatively affect the Group’s busi-
ness, results of operations and nancial position.
RISK MITIGATION
Ebusco has put in place a retention programme for
key personnel to ensure the possession of valu-
able knowledge about the Group’s processes and
culture. In addition, Ebusco has talent management
programs in place. By recognizing and rewarding
(key) employees by offering competitive compensa-
tion and benets, the Group can reduce the risk of
losing key talent to competitors.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
37
MANAGEMENT BOARD REPORT
3. FINANCIAL AND REPORTING
LIQUIDITY
Liquidity risk is the risk that Ebusco will encounter
difculty in meeting the obligations associated with
its nancial liabilities that are settled by delivering
cash or another nancial asset. Liquidity risk poses a
signicant concern for Ebusco, For a comprehensive
assessment of the Group’s liquidity risk, reference is
made to its Going Concern disclosure in note 2.3 in
its consolidated nancial statements.
CURRENCIES
RISK
Foreign exchange risk arises due to Ebusco’s
exposure to foreign currencies. This exposure results
from the Group's involvement in foreign operations,
such as the cooperation with the contract manufac-
turers, or trade in foreign currency (buy and sell).
RISK MITIGATION
Ebusco has risk management policies and proce-
dures in place for managing its foreign exchange
risk. The Group is mainly exposed to the Chinese
renminbi (RMB). Ebusco, whenever possible,
manages its foreign currency risk by hedging trans-
actions with suitable nancial instruments (predo-
minantly currency forwards) that are expected to
occur within a maximum 24-months period for
hedges of forecasted purchases and sales.
CREDIT RISK
RISK
Credit risk describes the risk of nancial loss resulting
from a counterparty failing to meet its contractual
payment obligations. Credit risk includes both the direct
risk of default and the risk of a deterioration in credit
-
worthiness. If several larger customers fail to meet their
undertakings, Ebusco could suffer signicant losses.
RISK MITIGATION
Ebusco performs credit assessments before it
enters into contracts with customers. In addition,
the most signicant part of the Group’s customer
base are (semi)-governmental organizations which
have a relatively low probability of default.
REPORTING
RISK
Accurate reporting and disclosures provide internal
and external stakeholders with signicant informa-
tion for a better understanding of Ebusco’s business.
Failures in reporting and/or disclosure notes, could
create market uncertainty regarding the reliability of
the information (including nancial data) presented
and could have a negative impact on the price of
Ebusco shares. In addition, the reliability of revenue
and expenditure data is key for steering the business
and for managing top-line and bottom-line growth.
RISK MITIGATION
In order to mitigate the risk of incomplete or inac-
curate reporting, Ebusco has developed and imple-
mented company-specic accounting guidelines,
which set the standard for proper accounting. Key
components of our guidelines are our accounting
principles and checklist, which are both IFRS comp-
liant. Finally, Ebusco’s annual nancial statements
are audited by an external auditor.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
38
MANAGEMENT BOARD REPORT
4. COMPLIANCE
LEGAL & REGULATORY
RISK
Non-compliance due to violation of legislation and regu-
lations and internal guidelines can result in damage
(including to reputation). Changes in regulations that
apply to our business can increase compliance costs and
the risk of non-compliance. In case of non-compliance,
this could result in signicant penalties and reputational
harm. Furthermore, additional regulations could impact
or limit our ability to sell buses in specic jurisdictions.
RISK MITIGATION
The Group’s employed legal professionals provide
ongoing advice, interpret complex regulations and help
the company navigate through compliance challenges.
Where necessary, the Group engages the services of
external legal and compliance advisers to assist with
this function.
ESG
RISK
The importance of environmental, social and governance
(ESG) to our overall strategic and operational objec
-
tives is rapidly increasing. We may, however, be unable
to achieve our ESG objectives and targets, or unable to
adapt, respond and comply timely with emerging ESG
expectations, needs and regulations. Ebusco could be
exposed to the risk of non-compliance with ESG reporting
disclosure requirements. Failure to meet these require
-
ments could adversely affect Ebusco’s reputation and
brand. Further, it could adversely impact Ebusco's nan
-
cial position or operating result through lost revenue as a
result of losing tenders or due to the additional cost of any
required remedial actions, penalties or claims.
RISK MITIGATION
Ebusco is currently embedding the ESG requirements
into its governance structures, (reporting) processes,
corporate policies and practices. The Group furthermore
screens its supply on ESG criteria by conducting regular
(supplier) audits. Next, internal and external assess
-
ments of its ESG performance are carried out to identify
areas for improvement and ensure ongoing compliance
with emerging ESG expectations and regulations. In
addition, it actively engages with stakeholders, inclu
-
ding customers, employees, regulators, investors, public
authorities and communities, to understand their expec
-
tations regarding ESG practices.
TAX
RISK
Ebusco is exposed to tax risks which could result in
double taxation, penalties and interest payments. The
source of the risks could originate from local tax rules
and regulations as well as international and EU regu
-
latory frameworks. These include but are not limited to
transfer pricing risks on internal cross-border deliveries
of goods and services, as well as tax risks relating to
changes in the transfer pricing model. The risks may
have a signicant impact on local nancial tax results,
which, in turn, could adversely affect Ebusco’s nancial
condition and operating results.
RISK MITIGATION
Ebusco’s tax advisors provide tax advice, ensures tax
compliance, including accounting and reporting, to
ensure adherence to tax policies.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
39
MANAGEMENT BOARD REPORT
MANAGEMENT STATEMENT
The Management Board is responsible for the design and effectiveness of the
internal systems for risk management and control. The purpose of these sys-
tems is to identify and effectively manage significant risks to which the compa-
ny
is exposed. However, they can never provide an absolute guarantee that the
company will achieve its objectives and cannot entirely prevent major errors or
losses, incidents, fraud or actions in breach of laws and regulations.
Ebusco established a blueprint for its Internal Control
Framework (ICF) during previous years which was set
for further enhancement and implementation. Howe
-
ver, due to the continued operational and financial
challenges, the further design and implementation of
the ICF has not obtained the required level of attention
and the company therefore believes the ICF operating
effectiveness is still below par.
The very challenging business circumstances that
Ebusco has gone through in the last months, and
those which Ebusco continues to face and the trans
-
formation the company is going through, including
its refinancing and restructuring efforts, have placed
significant demands on the time and resources of the
company.
As a result, the drafting of the 2024 financial sta
-
tements and consequently, the external auditor's
audit process, have experienced delays, which pre
-
vented completion of the audit within the expected
timeframe. Consequently, the financial statements
included in this annual report as published today, are
unaudited.
The Management Board has assessed the strategic,
operational, financial and reporting risks and com-
pliance risks, as well as the design and effective-
ness of the internal risk management and control
systems as described in the section on ‘Risk Ma-
nagement’. The effectiveness and functioning of
the internal risk management and control systems
have been discussed with the Audit Committee
and the Supervisory Board. Taking into account the
aforementioned risks and the measures designed
to manage them, and in accordance with the best
practice provision 1.4.3. of the Dutch Corporate Go-
vernance Code, the Management Board declares
that to the best of its knowledge:
• the report provides sufficient insights in the ef-
fectiveness of the internal risk management and
control systems and into any failings thereof, as
further disclosed in the Risk Management and In
-
ternal Control section;
• despite the concerns in the aforementioned sys
-
tems, the figures in this report have been prepared
with the utmost care, but can be subject to change;
• the financial reporting is prepared on a going con
-
cern basis; and
• the section on risk management in the report,
when read in conjunction with note 2.3 of the Fi
-
nancials Statements, state those material uncer-
tainties and risks that are relevant to the expecta-
tion of the company’s continuity for the period of
twelve months after the preparation of the report.
With reference to Section 5:25c paragraph 2, sub c
of the Financial Markets Supervision Act (Wet op het
financieel toezicht), the Management Board declares
that to the best of its knowledge:
• The financial statements provide a fair view of the
assets, liabilities, financial position and profit or loss
of Ebusco and of the companies included in the con
-
solidation taken as a whole.
• The Management Board Report provides a fair view
of the situation on 31 December 2024 and of the de
-
velopments during 2024 of Ebusco and of its affilia-
ted companies whose information have been inclu-
ded in the consolidated financial statements;
• and that the Management Board Report describes the
material risks and uncertainties that Ebusco faces.
Deurne, the Netherlands, 30 April 2025
Management Board
C. Schreyer, Chief Executive Ofcer
M. Van Maanen, Chief Operations Ofcer
P. Bijvelds, Founder and member of the Management Board
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTSGOVERNANCE
40
MANAGEMENT BOARD REPORT
GOVERNANCE
Corporate governance 42
Composition of the Supervisory Board 48
Report of the Supervisory Board 49
Remuneration report 54
CONTENT
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
41
MANAGEMENT BOARD REPORT GOVERNANCE
INTRODUCTION
Ebusco is a public limited liability company (naamloze vennootschap) under the
laws of the Netherlands. The company is domiciled in the Netherlands and has
its registered seat in Deurne, the Netherlands.
Ebusco is listed on the Euronext Amsterdam, ticker
EBUS:AS. It has a two-tier board structure, with a
Management Board and a Supervisory Board. The
company’s highest authority is the General Meeting of
Shareholders, which is convened at least once a year.
As a responsible corporate citizen, Ebusco acknowl-
edges the importance of good corporate governance
and open and transparent communications with all
its stakeholders.
CAPITAL STRUCTURE
Following the approval of the General Meeting on
24 October 2024, the authorized share capital of
the Company has been amended from €2,200,000,
divided into 220,000,000 Ordinary Shares with a
nominal value of €0.01 each, to €3,400,000, divided
into 68,000,000 Ordinary Shares
1
with a nominal
value of €0.05 each. As a result of the Share
Consolidation, the number of shares outstanding
at that date was adjusted from 73,088,382 before
the Share Consolidation to 14,617,677 following the
Share Consolidation. On 20 November 2024 a capital
increase via a rights issue took place, consisting
of 43,853,031 new ordinary shares. Furthermore
7.0 million shares were issued to CVI Investments,
Inc., on 25 November 2024 under the restructuring
of the repayment terms of the convertible bond
issues in December 2023. As a result, the compa-
ny's issued share capital increased and amounted
to €640,393.80 consisting of 65,470,708 ordinary
shares on 31 December 2024 with a nominal value
of €0,05 each.
Moreover, on 18 November 2024, the company
executed an investment agreement with Gotion in
which it committed to subscribe for any rump shares
in the aforementioned rights issue for an amount of
EUR 5 million, which would represent a shareholding
in the Company of approximately 9.3% at the Settle-
ment Date of the Rights Issue in the event Gotion
would be allocated all of its rump shares. In the
event Gotion would subscribe for any rump shares,
the proceeds would be used by Ebusco to set-off an
outstanding accounts payable position it has with
Gotion. To this effect, the company called an Extraor-
dinary General Meeting of Shareholders on 26 March
2025 to ask for approval for a separate share issu-
ance to Gotion, which approval was granted. Under
the investment agreement, the company and Gotion
agreed that Gotion is granted the right to nominate
a representative in both Ebusco’s Supervisory Board
and Management Board. The Extraordinary General
Meeting resolved the appointments Mr. Chen Li as
member of the Supervisory Board and Mr. Duan Wei
as member of the Management Board as per the
conversion of the accounts payable by Gotion. At the
date of this report, the conversion has not yet taken
place.
Each ordinary share carries one vote. A shareholder
may cast their vote in person, by proxy or at the
General Meeting of Shareholders. Ebusco has not
issued any shares to which special rights of control
are attached and there are no restrictions on the
voting rights attached to the shares in Ebusco.
All ordinary shares have equal entitlement to the
prots and general reserves attributable to the
shareholders.
Ebusco does not cooperate with the issuance of
depository receipts for its shares, nor does the
company apply any restrictions on the transfer of its
shares. The company is to the best of its knowledge
not aware of any agreement between shareholders
of the company which could result in a possible
restriction on the transfer of shares or voting rights.
All resolutions of the General Meeting of Share-
holders are passed with an absolute majority of the
votes cast, unless a larger majority is required by law
or pursuant to the company’s Articles of Association.
The Articles of Association of the company do not
include specic provisions with respect to so-called
protection measures in case of a take-over bid. The
company has not entered into agreements pursuant
to which a change of control would have an effect.
All operational agreements have been concluded by
a participating company, in most cases Ebusco B.V.
The shareholders of the company prior to IPO, each
having an interest of 10% or more, entered into a
cooperation agreement. Pursuant to this agreement,
every single shareholder having at least 10% of the
outstanding shares is entitled to nominate a candi
-
CORPORATE GOVERNANCE
date for the Supervisory Board which agreement is
still valid.]
The management service agreements between
Ebusco Holding N.V. and each of the members of the
Board do not provide for a payment, either in cash
or otherwise, in the event of the conclusion of an
offer on all or part of the shares in the company or
a subsidiary.
ISSUANCE OR ACQUISITION OF SHARES
The company is entitled to acquire its own fully
paid-up shares with due observance of the relevant
legal and statutory provisions.
Acquisition of own shares is only permitted if the
General Meeting of Shareholders has authorized the
Management Board to do so. Such authorization will
be valid for a period not exceeding 18 months. This
authorization was provided during the General Meeting
of Shareholders in May 2024. In the resolution the
General Meeting of Shareholders must determine
the number of shares that the Management Board
may acquire for valuable consideration, the manner
in which they may be acquired, and the limits within
which the price must be set. In addition, the approval of
the Supervisory Board is required for any such acquisi
-
tion. Furthermore, during the EGM on 26 March 2025,
the Management Board received authorization to issue
up to 16 million new shares and exclude pre-emptive
rights for 18 months until 26 September 2026.
The company may, without authorization by the
General Meeting of Shareholders, acquire its own
shares for the purpose of transferring such shares
to employees of the company or of a group company
under a scheme applicable to such employees.
1 During the EGM of March 26, 2025, the authorized capital of
the company was increased to EUR 16,367,500, divided over
327,350,000 shares with a nominal value of EUR 0.05 each.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
42
MANAGEMENT BOARD REPORT GOVERNANCE
SHAREHOLDERS’ MEETINGS
General Meetings of Shareholders are convened by
the Management Board and the Supervisory Board.
A legal term of at least 42 calendar days applies
between the convocation date and the actual date
of the meeting. A meeting must be convened by
posting the notice and relevant materials required
for consideration and decisions by the shareholders
on the company’s website.
At least one General Meeting of Shareholders is to
be held within six months following the close of the
nancial year of the company. In 2024, the General
Meeting of Shareholders took place on 14 May. In
2025, the General Meeting of Shareholders is sched-
uled for 16 June.
Other General Meetings of Shareholders will be held
whenever and as often as the Management Board
or the Supervisory Board deems necessary. On 29
January 2024 an EGM took place to authorize the
Management Board to issue shares, to grant rights
to subscribe for shares and to limit or exclude
pre-emptive rights, in relation to the senior convert-
ible notes that were issued in December 2023. On
24 October 2024 an EGM took place to appoint Mr.
Schreyer and to approve the share consolidation and
to authorize the Management Board to issue shares
under the Rights Issue. On 26 March 2025 and EGM
took place to appoint both Mr. van Maanen and
provisionally Mr. Wei as member of the Management
Board, to provisionally appoint Mr. Li as member of
the Supervisory Board and to authorize the Manage-
ment Board to issue up to 16 million new shares and
exclude pre-emptive rights for 18 months until 26
September 2026. Furthermore, amendments to the
Articles of Association were approved so that the
authorized share capital has been set at the statu-
tory maximum of ve times the issued share capital
as of the EGM convocation date.
General Meetings of Shareholders will also be held if the
Management Board or Supervisory Board is requested
to that effect in writing by one or more shareholders
individually or jointly representing one-tenth or more
of the company’s issued capital, specifying in detail
the subjects to be discussed, unless such a request is
unreasonable. If neither the Management Board nor the
Supervisory Board have taken the necessary steps to
ensure that a General Meeting can be held within eight
(8) weeks of receiving such a request, the requesting
shareholder(s) may seek authorization from a judge of
the court to convene a General Meeting.
Each shareholder, either in person or by written proxy,
is entitled to attend, speak and vote at a General
Meeting of Shareholders. Those shareholders who
individually or jointly represent at least three percent
(3%) of the company’s issued share capital may
request items to be added to the agenda of the General
Meeting of Shareholders. Such a request is granted if
it is received in writing at least 60 days before the
meeting, stating the reasons for said request.
Each share carries one vote. The company cannot
vote on shares that it holds in its own capital.
The Management Board and Supervisory Board must
ensure that the General Meeting of Shareholders is
adequately provided with all information required
for a shareholder to decide and vote on the subject
matter presented.
The draft minutes of the (Extraordinary) General
Meeting of Shareholders must be published on the
company’s website within three months of the date
of the meeting. Shareholders are invited to submit
comments to the draft minutes within this three-
month period. After this period the Chairman and
Secretary of the General Meeting of Shareholders will
formally adopt and subsequently sign the minutes,
taking into consideration any comments received.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
43
MANAGEMENT BOARD REPORT GOVERNANCE
MANAGEMENT BOARD
RESPONSIBILITIES AND REPORTING LINE
The Management Board is the executive body
entrusted with the management of the company
and responsible for ensuring its continuity under the
supervision of the Supervisory Board. The Manage-
ment Board's responsibilities include setting the
company's management agenda, developing a
view on long-term value creation, enhancing the
performance of the company, developing a strategy,
identifying, analyzing, and managing the risks asso-
ciated with the company's strategy and activities,
and establishing and implementing internal proce-
dures which safeguard that all relevant information
is made known to the Management Board and the
Supervisory Board in a timely manner.
In fullling their responsibilities, the members of
the Management Board must act in the interest of
the company and pay specic attention to the rele-
vant interests of the company's employees, share-
holders, lenders, customers, suppliers, and other
stakeholders.
The Management Board reports to the Supervisory
Board and the General Meeting of Shareholders.
COMPOSITION, DIVISION OF DUTIES AND
REMUNERATION
The number of members of the Management Board
is determined by the Supervisory Board in consulta-
tion with the Management Board.
The members of the Management Board are appointed
by the General Meeting of Shareholders. The Supervi
-
sory Board will nominate one or more candidates for a
vacant position for the approval of the General Meeting
of Shareholders. In turn, the General Meeting of Share
-
holders may resolve to appoint someone other than
the person(s) nominated by the Supervisory Board,
provided an absolute majority of the votes cast repre
-
senting at least one-third of the outstanding capital.
If a proposal to appoint a person not nominated by
the Supervisory Board is supported by an absolute
majority of the votes cast, but this majority does not
represent at least one-third of the outstanding capital
of the company, a new meeting can be convened
in which the resolution can be adopted by an abso
-
lute majority of the votes cast, irrespective of the
percentage of the company’s issued capital present
or represented at that meeting.
Any new member of the Management Board is
appointed for a maximum period of four years per
term. Members of the Management Board may be
reappointed for a term of no more than four years at
a time, which reappointment should be arranged in
a timely fashion. The company's diversity policy, as
drawn up by the Supervisory Board, will be considered
in the event of an appointment or reappointment.
During 2024, Ebusco had an Executive Team, which
consisted of the Management Board and an Executive
Committee. At the end of 2024, within the Management
Board, no seats were taken by women and three seats
by men. At the end of 2024, the Executive Committee
had 3 seats, one seat was taken by a woman, two seats
by a man. As part of the Turnaround plan, in order to
achieve a leaner organization, the company decided
to dissolve the Executive Committee. Therefore, as of
1 January 2025, the company will be managed directly
by the Management Board.
When setting the gender balance target for the
Management Board, the technology environment
Ebusco operates in, with a thinly populated engi
-
neering talent pool, making it challenging to recruit
female talent is taken into consideration. Nonethe
-
less, the Supervisory Board set a gender balance
target for the Management Board to have at least
one-third female in 2026.
For 2024, the Management Board set a gender
balance target for the Executive Committee to
have at least one-third female and one-third male.
Given the composition of the Executive Committee
this target was met in 2024. With the elimination of
the Executive Team as announced on 18 December
2024, the broader management layer is dened
as the direct reports of the Management Board.
This leadership team consists of 14 people, three
of whom are women. When directors are replaced,
active efforts are made to improve the gender distri-
bution with the goal to have at least one-third female
and one-third male.
The Articles of Association of the company stipulate
that a member of the Management Board may be
suspended or dismissed by the General Meeting of
Shareholders. A resolution of the General Meeting of
Shareholders to suspend or remove a member of the
Management Board other than pursuant to a proposal
by the Supervisory Board requires an absolute majority
of the votes cast representing at least one-third of the
company's issued capital. If a resolution as referred to
in the previous sentence is supported by an absolute
majority of the votes cast, but this majority does not
represent at least one-third of the company's issued
capital, a new meeting can be convened in which the
resolution can be adopted by an absolute majority of
the votes cast, irrespective of the percentage of the
Company's issued capital represented at the meeting.
A member of the Management Board may be
suspended by the Supervisory Board. A suspension
by the Supervisory Board may be reversed by the
General Meeting of Shareholders.
The Management Board is collectively responsible for
all actions of each individual member of the Manage
-
ment Board. The division of duties within the Manage-
ment Board as well as the Management Board’s oper-
ating procedures are set out in the company’s Articles
of Association and the Management Board By-laws.
The Articles of Association and the Management Board
Bylaws are published on the company’s website.
The Management Board comprised of the following
individuals in 2024:
Name Position Nationality Gender
End of Term
C. Schreyer* CEO German Male 2028 AGM
J. Jongma** CFO Dutch Male 2027 AGM
R. Dogge*** COO Dutch Male 2028 AGM
P. Bijvelds Founder Dutch Male 2025 AGM
* Mr Schreyer joined the company as CEO of Ebusco as of
September 2024 and was ofcially appointed as Management
Board member at the 24 October 2024 EGM
** Mr. Jongma stepped down as CFO of Ebusco as per November
2024. As of 25 November, Jan Piet Valk has taken on the role of
interim CFO. He is not a member of the Management Board.
*** Mr. Dogge stepped down as COO as per 31 December 2024.
Michel van Maanen was appointed as his successor at the 26
March 2025 EGM.
The Remuneration Policy and based thereon, the
remuneration and terms and conditions of the
members of the Management Board have been
established by the General Meeting of Shareholders
prior to the company being listed. Since the date
of the initial public offering, the Supervisory Board
has reviewed the remuneration and other terms and
conditions for each member of the Managing Board.
Any remuneration or amendment there to as estab-
lished by the Supervisory Board will be in compli-
ance with the company’s Remuneration Policy. Any
amendment thereto will require a resolution of the
General Meeting of Shareholders by an absolute
majority of the votes cast. At least every four (4)
years, the Remuneration Policy will be submitted to
the General Meeting of Shareholders for approval.
SUPERVISORY BOARD
RESPONSIBILITIES AND REPORTING LINE
The Supervisory Board supervises the Management
Board's management of the company, the compa
-
ny's general course of affairs, and its afliated busi-
ness. The Supervisory Board is accountable for these
matters to the General Meeting of Shareholders. The
Supervisory Board also provides advice to the Manage
-
ment Board. In performing their duties, the members
of the Supervisory Board are required to focus on the
effectiveness of the company's internal risk manage
-
ment and control systems as well as the integrity and
quality of the company's nancial reporting. In the
fullment of their duties, the members of the Super
-
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
44
MANAGEMENT BOARD REPORT GOVERNANCE
visory Board must act in the interest of the company
and pay specic attention to the relevant interests
of the company's employees, shareholders, lenders,
customers, suppliers, and other stakeholders.
The Supervisory Board monitors the internal control
structure and procedures and the assessment of the
risks faced by the company and its subsidiaries. The
company acknowledges the need for an effective
internal control framework (ICF). However, due to the
continued operational and nancial challenges, the
further design and implementation of the ICF has
not obtained the required level of attention in the
past years and the company therefore believes the
ICF operating effectiveness is still below par. Ebusco
however established a blueprint for its ICF which the
company reassesses and will implement in 2025.
In accordance with the Supervisory Board By-laws,
the Supervisory Board is responsible for deci-
sion-making in dealing with transactions (1) that
constitute an existing or potential conicts of interest
between an individual member of the Management
Board, or an individual member of the Supervisory
Board on one hand, and the company on the other
hand, or (2) which are between the company and a
shareholder having at least one percent (1%) of the
outstanding issued capital. Both types of trans-
actions are qualied as related party transactions
pursuant to the provisions of the Dutch Financial
Supervision Act (Wet op het nancieel toezicht) and
EU-IFRS. Said regulations also state the requirement
of market conformity of these transactions. In the
course of the 2024 nancial year ve related party
transactions occurred. One relates to the normal
course of business. The Group engaged in trans-
actions with ING Bank N.V., including loan facilities
and issuance of letters of credit. All transactions are
carried out at arms-length.
The Supervisory Board reports to the General Meeting
of Shareholders.
COMPOSITION, DIVISION OF DUTIES AND
REMUNERATION
In accordance with the Company’s Articles of Asso-
ciation, the Supervisory Board consists of at least
three natural persons who are appointed by the
General Meeting of Shareholders. The actual number
of members is established by the Supervisory Board.
On 26 October 2021, when Ebusco became a public
limited liability company, the Supervisory Board
comprised ve members. In 2024, the Supervisory
Board started with six members and ended with four
members, as Ruud Spoor resigned from the Supervi
-
sory Board for health reasons and Saskia Schatteman
resigned from the Supervisory Board for personal
reasons, both on August 30 2024. In 2025, the
Supervisory Board consists of three members after
Jeroen Drost resigned from the Supervisory Board as
announced on 7 February 2025.
The Supervisory Board is composed in such a way
that its members can operate independently and be
critical of each other, the Management Board, and any
interest group. A pre-IPO shareholder holding at least
ten percent (10%) of the outstanding issued capital
has the right to nominate a candidate for the Super
-
visory Board. Any nomination should in itself qualify,
taking into consideration the composition of the
Supervisory Board and its committees, the compa
-
ny’s diversity policy, the prole for a specic position
within the Supervisory Board, and any other criteria
deemed relevant by the Supervisory Board at any time.
In the beginning of 2024, the Supervisory Board
comprised of six members, three members of the
Supervisory Board were nominated by a respective
shareholder authorized to nominate a candidate for
appointment by the General Meeting of Shareholders.
These three members are considered dependent within
the meaning of the Dutch Corporate Governance Code.
Three members of the Supervisory Board are qualied as
independent within the meaning of best practice provi
-
sion 2.1.8. of the Dutch Corporate Governance Code.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
45
MANAGEMENT BOARD REPORT GOVERNANCE
Within the current composition of the Supervisory
Board, comprising of three members, two members
are independent (Carin Gorter and Derk Haank) and
one is dependent (Roelf de Boer)
.
The members of the Supervisory Board are appointed
by the General Meeting of Shareholders. The Super-
visory Board nominates one or more candidates for
each vacant position. Each nomination for appoint
-
ment or proposal for reappointment of a member must
be supported on sufcient grounds, and in the event
of a reappointment the performance and operation of
the member up for reappointment must also be taken
into consideration. The Articles of Association and
Supervisory Board By-laws stipulate that a member
can be appointed for a term not exceeding four years
and reappointed once for a similar term. After this
period a member can be reappointed once more,
albeit for a term not exceeding two years, as well as
for one subsequent term not exceeding two years.
A resolution of the General Meeting of Shareholders
to appoint a Supervisory Board member other than
in accordance with a nomination by the Supervisory
Board requires a majority of the votes cast repre-
senting at least one-third of the company's issued
capital. If a proposal to appoint a person not nomi-
nated by the Supervisory Board is supported by an
absolute majority of the votes cast, but this majority
does not represent at least one-third of the compa-
ny's issued capital, a new meeting can be convened
in which the resolution can be adopted by an abso-
lute majority of the votes cast, irrespective of the
percentage of the company's issued capital repre-
sented at the meeting
.
Supervisory Board members may be suspended or
removed by the General Meeting of Shareholders
at any time. A resolution of the General Meeting of
Shareholders to suspend or remove a Supervisory
Board member other than pursuant to a proposal by
the Supervisory Board requires an absolute majority
of the votes cast representing at least one-third of the
company's issued capital. If a resolution as referred to
in the previous sentence is supported by an absolute
majority of the votes cast, but this majority does not
represent at least one-third of the company's issued
capital, a new meeting can be convened in which the
resolution can be adopted by an absolute majority of
the votes cast, irrespective of the percentage of the
company's issued capital represented. Any suspen
-
sion may be extended one or more times but may not
last longer than three months in the aggregate. If at
the end of that period, no decision has been taken
on termination of the suspension or on removal, the
suspension is lifted.
The Supervisory Board members will retire their
membership in accordance with a rotation plan
drawn up by the Supervisory Board.
In 2024 the Supervisory Board comprised the
following individuals*:
Name Position
Nationality
Gender End of Term
Derk
Haank
Chair Dutch Male 2025 AGM
Jeroen
Drost*
Vice-chair/
Nomination
Committee chair
Dutch Male 2028 AGM
Carin
Gorter
Member/Audit
Committee chair
Dutch Female 2028 AGM
Ruud
Spoor**
Member Dutch Male 2025 AGM
Roelf de
Boer
Member/
Remuneration
Committee chair
Dutch Male 2025 AGM
Saskia
Schat
-
teman**
Member Belgium female 2027 AGM
* as per 7 February 2025, Jeroen Drost stepped down from the
Supervisory Board
** as per 30 August both Ruud Spoor and Saskia Schatteman
stepped down from the Supervisory Board.
The members of the Supervisory Board are remuner-
ated in accordance with the Remuneration Policy.
The Remuneration Policy is published on the compa-
ny’s website.
SUPERVISORY BOARD COMMITTEES
The Supervisory Board has established three
committees, being
• the Audit Committee;
• the Nomination Committee; and
• the Remuneration Committee.
THE AUDIT COMMITTEE
The function of the Audit Committee is to assist in
the decision-making of the Supervisory Board. Ac-
cording to its charter, the Audit Committee under-
takes preparatory work for the Supervisory Board's
decision-making regarding the supervision of the in-
tegrity and quality of the company's financial repor-
ting and the effectiveness of the Company's internal
risk management and control systems. The Audit
Committee is specifically responsible for:
a
monitoring the financial reporting process and
drafting proposals to safeguard the integrity of
the process;
b
monitoring the effectiveness of the internal con-
trol system, the internal audit system (if applica-
ble), and the risk management system in relation
to the company’s financial reporting;
c
monitoring the statutory audit of the financial sta-
tements;
d
reviewing and monitoring the independence of
the external auditor or audit firm, in particular, the
provision of additional services to the company;
e
adopting a procedure for the selection of the ex-
ternal auditor and the nomination for appointment
of the external auditor with respect to the statuto-
ry audit
of the financial statements;
f performing preparatory work for the Supervisory
Board's decision-making regarding the supervision
of the integrity and quality of the company's financi
-
al reporting and the effectiveness of the company's
internal risk management and control systems;
g establishing the independence of the external auditor;
h and monitoring cashflow development and treasury.
THE NOMINATION COMMITTEE
The purpose of this committee is to assist in the de-
cision-making of the Supervisory Board. According
to its charter, the Nomination Committee underta-
kes preparatory work for the Supervisory Board's de-
cision-making regarding the selection and appoint-
ment of members of the Management Board and
Supervisory Board.
The Nomination Committee is specifically responsi-
ble for:
a
drafting selection criteria and appointment proce-
dures for members of the Management Board and
Supervisory Board;
b
assessing at least once a year the size and com-
position of the Management Board and Superviso-
ry Board;
c
making proposals for the Supervisory Board profile;
d
assessing at least once a year the functioning
of each individual member of the Management
Board and Supervisory Board, and reporting their
findings to the Supervisory Board;
e
drafting a plan for the succession of members of
the Management Board and Supervisory Board ai-
med at retaining a balance in the requisite exper-
tise, experience, and diversity;
f
making proposals for the appointment (and reap-
pointment) of members of the Management Board
and Supervisory Board;
g
supervising the policy of the Management Board
on the selection criteria and appointment proce-
dures for senior management;
h
and performing preparatory work for the Super-
visory Board's decision-making regarding (i) the
acceptance by a member of the Management
Board of membership to the Supervisory Board
or to the position of non-executive director of a
listed company and (ii) with regard to any conflict
of interest that may arise from Supervisory Board
members accepting ancillary positions.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
46
MANAGEMENT BOARD REPORT GOVERNANCE
THE REMUNERATION COMMITTEE
The purpose of this committee is to assist in the
decision-making of the Supervisory Board. Accor-
ding to the Remuneration Committee’s charter, the
Remuneration Committee undertakes preparatory
work for the Supervisory Board's decision-making
regarding the remuneration policy.
The Remuneration Committee is specifically respon-
sible for:
a
submitting a clear and understandable proposal
to the Supervisory Board for the remuneration po-
licy to be pursued for the members of the Manage-
ment Board;
b
making proposals concerning the remuneration of
the individual members of the Management Board
in accordance with the remuneration policy;
c
preparing the company’s remuneration report, and
d
making proposals to the Supervisory Board for the
remuneration of the individual members of the Su-
pervisory Board.
CORPORATE GOVERNANCE
With respect to the 2024 financial year, Ebusco is
reporting on compliance with the Governance Code.
Ebusco fully endorses the core principles of the Go-
vernance Code and is committed to fully complying
with the Governance Code’s best practice provisions
where possible within the organization. However, in
consideration of the company’s own interests and
the interests of its stakeholders, we deviate from a
limited number of best practice provisions, as speci-
fied and explained below.
The Policy is aimed not only at achieving a balance in
terms of gender but also in a more general sense in
terms of skills, experience, background, nationality,
age, ethnicity, sexual orientation, religious beliefs,
physical ability, and other characteristics.
EXTERNAL AUDITOR
At the AGM 2023, the General Meeting appointed Ernst
& Young Accountants LLP as the company's external
auditor for the nancial years 2024 – 2026. EY Accoun
-
tants B.V. replaced Ernst & Young Accountants LLP as
the company's external auditor as from 29 June 2024.
The external auditor may be questioned by share
-
holders and people representing a shareholder at the
General Meeting of Shareholders on matters regarding
its independent auditor’s report. The external auditor
is therefore obliged to attend, and allowed to address,
the General Meeting of Shareholders.
CORPORATE GOVERNANCE STATEMENT
The Governance Code requires companies to publish
a statement concerning their approach to corporate
governance and compliance with the Dutch Corporate
Governance Code. This is referred to in Article 2a of the
Decree on additional requirements for Board reports
(‘Besluit inhoud bestuursverslag’). The information
required to be included in this Corporate Governance
Statement as described in articles 3, 3a, 3b and 3d of
the Decree can be found in this annual report under
the Corporate Governance and Shareholder Informa
-
tion chapters.
DIVERSITY AND INCLUSION POLICY
Ebusco has a Diversity and Inclusion Policy (D&I Policy)
in place, the purpose of which is to ensure that the
composition of the Supervisory Board and Management
Board is diverse within the meaning of the policy.
With respect to the Supervisory Board, the Act on a
more balanced ratio of men and women on Manage-
ment and Supervisory Boards’ (Wet evenwichtige
verhouding man/vrouw in het bestuur en de raad
Deurne, the Netherlands, 30 April 2025
C. Schreyer, Chief Executive Ofcer
M. van Maanen, Chief Operations Ofcer
P. Bijvelds, Founder and member of the Management Board
Best practice provision Non Compliance Measures to address non-compliance
2.1.5 Policy on Diversity
and Inclusion (D&I)
At the beginning of scal year 2024 the Super-
visory Board was in compliance with the Act
on a more balanced ratio of men and women
on Management and Supervisory Board with
two women and four men. However, with the
stepping down of Saskia Schatteman and Ruud
Spoor per 30 August 2024, the composition per
year-end was not in compliance with only one
women and three men.
The provisional appointment of Mr. Chen Li as
per the 26 March 2025 EGM will not improve the
gender balance. However, the Supervisory Board
is of the opinion that exceptional circumstances
apply here, since the relationship with Gotion
– including the right to nominate a Supervisory
Board member of its choosing – is strategically
of critical importance to Ebusco.For future
nominations to the Supervisory Board, the nomi-
nation committee shall take the Act on a more
balanced ratio of men and women into account.
2.1.7ii: majority of
Supervisory Board is
independent
The composition of the Supervisory Board is not
in compliance with best practice provision 2.1.7.
(ii) which requires that more than half of the
Supervisory Board members are independent as
dened in the Governance Code. Under the Exis-
ting Relationship Agreement, each of the current
Shareholders holding ten percent (10%) or more
in the total outstanding issued capital has the
right to nominate a candidate for the Supervisory
Board. In addition, an investment agreement
has been in place with Gotion since 17 November
2024, giving Gotion a nomination right for one
Supervisory Board seat. During 2024 50% of the
Supervisory Board was not independent within
the context of the Governance Code.
The nomination right of a shareholder having at
least 10% of the outstanding capital will cease
once the shareholder’s interest falls below that
threshold. This is, however, outside the compa-
ny’s control.
2.3.4: Composition
of the committees.
More than half of
the members of the
committees should be
independent within the
meaning of best prac-
tice provision 2.1.8
In 2024 and on the date of this report the
composition of the committees was not in comp-
liance with best practice provision 2.3.4.
van commissarissen), stipulates that any vacancy
should be lled by a member of the sex not already
equally represented.
The D&I Policy for the Leadership Team (subtop)
and other employees is still under development. The
purpose of this Policy is to achieve that the compo-
sition of the employees of the company as a whole
is as diverse as possible, taking into consideration a
variety of non-discriminatory factors.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
47
MANAGEMENT BOARD REPORT GOVERNANCE
COMPOSITION OF THE SUPERVISORY BOARD IN 2024
CHAIR VICE-CHAIR MEMBER MEMBER MEMBER MEMBER
DERK HAANK
Chair, member of the Nomina-
tion Committee, member of the
Remuneration Committee
Derk Haank was CEO of Springer
Nature, a worldwide publishing
rm of scientic journals. Prior
to that, he was CEO of academic
publishing company Elsevier
and a board member of Reed
Elsevier (both predecessors
of publicly listed RELX Group),
and CEO of publishing company
Misset. He currently is the chair
of the supervisory board of navi-
gation technology developer
TomTom and a non-executive
board member at online gaming
and advertising company
Azerion.
Derk Haank holds a bachelor's
degree in economics and a
master's degree in business
administration, both from the
University of Amsterdam in the
Netherlands.
JEROEN DROST
Vice-chair, chair of the Nomina-
tion Committee*
Jeroen Drost was CEO of
Dutch trading company SHV
Holdings. He is still member of
several boards of SHV-related
companies. He started his
career at ABN AMRO where he
held various positions in the
Netherlands and internationally.
Subsequently he was CEO of
Dutch commercial bank NIBC
and CEO of investment rm
NPM Capital. He currently holds
various supervisory board posi-
tions at Dutch listed companies,
including employment agency
Randstad and lighting company
Signify.
Jeroen Drost holds a bachelor's
degree in economics and
a master's degree in busi-
ness economics, both from
the Erasmus University in
Rotterdam in the Netherlands.
* Jeroen Drost stepped down from
the Supervisory Board as per
7 February 2025.
CARIN GORTER
Member, chair of the Audit
Committee
Carin Gorter started her career
at a predecessor of accoun-
tancy rm EY Nederland.
Subsequently, she held various
management positions at
Rabobank and ABN AMRO. She
currently holds various super-
visory board positions including,
technology rm TKH Group, gym
chain Basic-Fit (both Dutch
listed companies) and legal and
nancial services provider DAS
Holding.
Carin Gorter holds a master's
degree in business economics
and a postgraduate degree in
accountancy, both from the
University of Groningen in the
Netherlands. Furthermore, she
is Supervisory Board member
of Nederlandse Transplantatie
Stichting.
ROELF DE BOER
Member, chair of the Remunera-
tion Committee,
member of the
Audit Committee
Roelf de Boer started his career
as an ofcer in the Royal
Netherlands Marine Reserve
Corps and subsequently held
various positions in the port and
transport industry, amongst
others at Royal Nedlloyd Group.
Furthermore, he held various
public and semi-public positions
including as minister of Trans-
port, Public Works and Water
Management of the Netherlands
and president of the Rotterdam
Chamber of Commerce.
RUUD SPOOR
Member, member of the Audit
Committee
Ruud Spoor has 40 years of
experience in banking and
nance include ten years in
private equity. He started his
career at ABN AMRO and subse-
quently held positions at various
investment and consultancy
rms. Ruud Spoor holds a
Bachelor of Commerce degree
from the HES Rotterdam in the
Netherlands.
* Ruud Spoor stepped down from
the Supervisory Board as per
30 August 2024.
SASKIA SCHATTEMAN
Member Saskia Schatteman has
extensive experience in both
the public and private sector,
amongst others at Microsoft,
Telenet and Procter & Gamble.
In her role as a member of the
Supervisory Board at Ebusco,
she builds on extensive know-
ledge of the public transport
market (at De Lijn and NMBS).
* Saskia Schatteman stepped down
from the Supervisory Board as
per 30 August 2024.
Derk Haank - Chair
Carin Gorter
Roelf de Boer
COMPOSITION OF THE SUPERVISORY
BOARD ON 30 APRIL 2025
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
48
MANAGEMENT BOARD REPORT GOVERNANCE
It has been an intense and eventful year for Ebusco. A year in which tough deci-
sions had to be made. It was also a year in which we, as Supervisory Board, were
heavily involved and in close and frequent consultation with management.
REPORT OF THE SUPERVISORY BOARD
manufacturability. As the Supervisory Board, we
have been closely monitoring the development of
the Turnaround Plan. In the last quarter of the year,
with the launch of the Rights Issue, daily consulta
-
tions took place.
Over the past year, several management changes
have taken place, also affecting the structure
of the Management Board. In light of evolving
circumstances, we have decided to appoint a new
CEO to effectively lead the turnaround process. We
are very pleased with the appointment of Christian
Schreyer to this role. He has extensive experience
within the Public Transport and logistics sector,
deep industry expertise and a strong track record
in leading massive company turnarounds.
As Transformation Director Michel van Maanen
played an important role in the development of
the Turnaround plan. In December we announced
the intention to nominate him as COO and he was
appointed at the EGM in March 2025. The new set
up requires different competencies which align
well with Michel’s extensive expertise in public
transport. He will also remain heavily involved in
the implementation of the Turnaround Plan.
Towards the end of the year, CFO Jurjen Jongma
announced that he would step down following
the completion of the Rights Issue. Jan Piet Valk
took on the role of interim CFO as of the end of
November.
Furthermore, it was decided to dissolve the Exec-
utive Committee and to manage the company
directly from the Management Board to achieve a
leaner organization.
The Rights Issue has also led to signicant changes
in the shareholder structure, with Gotion and CVI
Investment joining as new major shareholders. The
changes in the shareholder base have also inu-
enced the composition of the Boards. Mr. Jeroen
Drost stepped down as Supervisory Board member
as per 7 February 2025. Furthermore, under the
Investment Agreement with Gotion they are enti-
tled to a representative on both the Management
and Supervisory Board. As per the EGM on 26
March, Mr. Duan Wei and Mr. Chen Li were provi-
sionally appointed, subject to the conversion of the
Accounts Payable by Gotion, as members of the
Management and Supervisory Boards respectively.
During the year, Ruud Spoor and Saskia Schat-
teman stepped down as Supervisory Board
members. As of the date of the report the Super-
visory Board now consists of 3 members. The term
of both Roelf de Boer and myself will end as per
the 2025 AGM and we will not be available for reap-
pointment. Therefore, this will be my last message
as chair of Ebusco.
We are pleased to have the new management
team in place under Christian Schreyer’s leader-
ship. Signicant steps have been taken to estab-
lish the necessary conditions for the critical tran-
sition Ebusco must undertake.
Derk Haank
Chair
In the second half of 2023, the adjusted assembly
strategy was implemented in order to scale
up production with the support of third-party
assembly partners. However, in the rst half of
2024, it became evident that this step alone was
insufcient. Management, in consultation with the
Supervisory Board, began developing a compre-
hensive Turnaround Plan, which included the shift
from an OEM model towards an OED model. In
September, the intention to launch a Rights Issue
was announced to enable the execution of the
Turnaround Plan.
The Turnaround Plan is aimed at ensuring a stable
and timely operational output, enhancing overall
efciency and improving Ebusco’s working capital
position. It includes a rationalization of the value
chain, simplication of processes and a further
standardization of the company’s buses and their
MESSAGE FROM CHAIR OF THE SUPERVISORY BOARD
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
49
MANAGEMENT BOARD REPORT GOVERNANCE
GENERAL
This report provides an overview of the approach and activities undertaken by the
Supervisory Board in the year under review.
In carrying out its duties, the Supervisory Board is
guided by the Dutch Civil Code, the Dutch Corporate
Governance Code, the company’s Articles of Associa
-
tion, the Management Board By-laws, insofar specic
tasks and duties are designated to the Supervisory
Board, the Supervisory Board By-laws, the charters of
the respective committees of the Supervisory Board,
the various company policies and the overall interests
of the entire Ebusco group, the enterprises associated
with it and its various stakeholders.
COMPOSITION, INDEPENDENCE AND EDUCATION
The Supervisory Board consists of knowledgeable
individuals with outstanding reputations and expe-
rience in supervisory roles. The Supervisory Board
prole is aligned with the prole and strategy of
Ebusco, with a balanced distribution of specic
expertise in relation to its business activities,
strategy and long-term goals. Ebusco aims to have
a balanced Supervisory Board.
In 2022 the Dutch law provided a mandatory gender
quota, requiring that at least one-third of the Super-
visory Board members are women and at least
one-third are men, came into effect. The quota is
applicable to the appointment of new Supervisory
Board members. The quota is not applicable to the
re-appointment of acting board members within
eight years following their initial appointment. Diver-
sity, including in terms of gender, is an important
consideration in the selection process for the
appointment and reappointment of members of the
Supervisory Board going forward. Starting 2024, the
gender quota was fullled. However, following the
departures of Saskia Schatteman and Ruud Spoor
as per 30 august 2024, Ebusco’s Supervisory Board
currently consists of three members, with a compo-
sition of 33% female and 67% male. The provisional
appointment of Mr. Chen Li as per the 26 March EGM
does not improve the gender balance. However,
the Supervisory Board is of the opinion that excep-
tional circumstances apply here, since the relation-
ship with Gotion – including the right to nominate
a Supervisory Board member of its choosing – is
strategically of critical importance to Ebusco. If and
when another vacancy arises in the coming years,
the Supervisory Board will take the gender quota into
account, next to the Supervisory Board prole, Dutch
law and the Governance Code.
The Supervisory Board strongly believes the over-
riding principle for its composition that its members
make a valuable contribution in terms of experience
and expertise. In the opinion of the Supervisory
Board, its size and composition meet the specica-
tions laid down in the Supervisory Board prole. The
Supervisory Board prole forms an integral part of
the Supervisory Board by-laws.
SUPERVISORY BOARD COMPOSITION
Name Nationality Gender Financial expertise Number of supervisory board* position held
Derk Haank Dutch Male 2
Jeroen Drost** Dutch Male Yes 3
Carin Gorter Dutch Female Yes 4
Ruud Spoor*** Dutch Male Yes 1
Roelf de Boer Dutch Male 2
Saskia Schatteman*** Belgium Female 1
Name First appointment Term expiration Independent Number of supervisory board* position held
Derk Haank 26 October 2021 AGM 2025 X Nomination Committee, Remuneration Committee
Jeroen Drost** 26 October 2021 AGM 2028 Nomination Committee (chair)
Carin Gorter 26 October 2021 AGM 2028 X Audit Committee (chair)
Ruud Spoor*** 26 October 2021 AGM 2025 Audit Committee
Roelf de Boer 26 October 2021 AGM 2025 Remuneration Committee (chair), audit committee
Saskia Schatteman*** 17 May 2023 AGM 2027 X
* Number of current supervisory board positions at listed and large entities, including Ebusco.
** Jeroen Drost stepped down from the Supervisory Board as per 7 February 2025.
*** Ruud Spoor and Saskia Schatteman stepped down from the Supervisory Board as per 30 August 2024.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
50
MANAGEMENT BOARD REPORT GOVERNANCE
During the 2024 AGM, the shareholders reappointed
Mr. Roelf de Boer, Mr. Jeroen Drost, and Mrs. Carin
Gorter as members of the Supervisory Board, effec-
tive from the date of the AGM. Their terms are respec-
tively one year for Roelf de Boer and four years for
Jeroen Drost and Carin Gorter.
The current term of Derk Haank and Roelf de Boer,
both Supervisory Board members, will end per the
2025 AGM. Derk Haank and Roelf de Boer will not be
available for reappointment.
EVALUATION
Although the Supervisory Board recognizes the
importance of conducting an evaluation, more urgent
matters had to be prioritized during the meetings. As
a result, the formal evaluation was not completed
this year for the Management Board as well for the
Supervisory Board. The Supervisory Board remains
committed to resuming the Evaluation process in the
future to ensure ongoing reection and improvement.
SUPERVISORY BOARD ENGAGEMENT 2024
The Supervisory Board met ofcially 9 times in 2024.
Except for a limited number of occasions, and for
valid reasons, Supervisory Board members attended
all Supervisory Board meetings in 2024. In addi-
tion, the chairman of the Supervisory Board was in
regular and informal contact with the CEO(s) and the
chairman of the Audit Committee stayed in regular,
informal, contact with the CFO.
The meetings addressed routine commercial, nan-
cial and operational matters. The Supervisory Board
devoted considerable time and dedicated meetings
to discussing and assessing the company’s nan-
cial status, cashow and treasury. In addition, the
company's performance was an important topic
in many meetings, as well as developments in the
company's production capacity and the adaption
in the production strategy. Furthermore, the capital
increase by means of a Rights Issue was extensively
discussed.
Besides the regular business and nancial updates,
the following topics were discussed during the
meetings throughout the year:
• Results 2024
• Status ZES
• Financial Updates, cashflow and treasury
• Cash forecasts
• Amendments to articles of association
• Proposal nominations
• External audit plan
• Composition Supervisory Board
• Composition of the Management Board
• Turnaround Plan
• Annual report 2023 and planning annual report 2024
• Auditors report 2023
• Internal audit
• AGM and EGM’s 2024
• Quarterly updates
• Renegotiations claims
• Update ESG and related reporting
• Update legal and compliance
• Update IT and cyber security
• Update on LC extension
• Re-start production
• Rights Issue
• New structure organization
In response to the developments throughout 2024
the Supervisory Board held an additional 39 update
calls and had several separate meetings to ensure
they received adequate information.
ATTENDANCE 2024
Except for a limited number of occasions, and for
valid reasons, Supervisory Board members attended
all Supervisory Board meetings in 2024. All Supervi-
sory Board members made adequate time available
to give sufcient attention to matters concerning
the Company.
Board attendance Held Attended %
Derk Haank 9 9 100%
Jeroen Drost 9 6 67%
Carin Gorter 9 9 100%
Ruud Spoor* 6 5 83%
Roelf de Boer 9 9 100%
Saskia Schatteman* 6 6 100%
* Percentage calculated based on their duration of service as members of the Supervisory Board.
The Audit Committee met ofcially 11 times in 2024.
All meetings were in the presence of the CFO and
almost all meetings were attended by the CEO.
Almost all meetings were attended by the external
auditor. In response of the continues operational
and nancial challenges throughout 2024 the Audit
Committee held next to the ofcial meetings 14
conference calls. Furthermore, the chair of the Audit
Committee had frequent contact with the external
auditor.
Major topics discussed at the meetings included:
• Cashflow development, financing and treasury
• External audit plan, materiality thresholds and ma-
nagement letter
• Annual report including financial statements
• Auditor’s report and key audit matters
• Accounting and internal control update
• Quarterly financial updates
• IT and cybersecurity
• Legal and compliance
• Fraud risk assessment
• Tax.
Focus was given to cash management, working
capital and nancing. Independent reviews were
requested on the supply chain and operations
processes and the forecasts made.
ACTIVITIES OF THE SUPERVISORY BOARD
COMMITTEES
There are three committees that support the Super-
visory Board: the Audit Committee, the Nomina-
tion Committee and the Remuneration Committee.
Each committee addresses relevant topics, and the
chairman of the committee reports to the Super-
visory Board on the discussions held within the
committee and its main recommendations to the
Supervisory Board as a whole.
For all committee meetings, the supervisory Board
members, not being members of the committee,
received a standing invitation. For some occasions,
supervisory board members made use of the invi
-
tation to participate as guests in these committee
meetings.
AUDIT COMMITTEE
The Audit Committee consisted of three members,
Carin Gorter (chair), Roelf de Boer and Ruud Spoor
until August 30, when Ruud Spoor stepped down
from the Supervisory Board. The Audit Commit-
tee's main role is to perform preparatory work for
the Supervisory Board's decision making regarding
the supervision of the integrity and quality of the
Company's nancial reporting and the effectiveness
of the Company's internal risk management and
control systems with respect to nancial reporting.
The charter of the Audit Committee is available on
the Company's corporate website.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
51
MANAGEMENT BOARD REPORT GOVERNANCE
The Audit Committee concluded that, due to ongoing
operational and nancial challenges, the internal
control and risk management frameworks have not
been given sufcient attention. Furthermore, the
frameworks have not been aligned with the new way
of working as an OED yet and, as a result, must still
be considered below par. The very challenging busi-
ness circumstances that Ebusco is has gone going
through in the last months, and those which Ebusco
continues to face, and the transformation the
company is going through, including its renancing
and restructuring efforts, have placed signicant
demands on the time and resources of the company.
As a result, the drafting of the 2024 nancial state-
ments and consequently, the external auditor's audit
process, have experienced delays, which prevented
completion of the audit within the expected time-
frame. Consequently, the nancial statements
included in this annual report as published today,
are unaudited.
A plan to align the internal control framework
towards the new business model is currently devel-
oped and will be presented to the Audit Committee.
In 2024 the internal audit function was not opera-
tional. The Company will re-install the internal audit
function in the course of 2025.
Furthermore, the accounting changes have been
discussed whereby the revenues for new bus
production moves from percentage of completion
towards point in time. Also, the nancial impact of
the cancellations of buses has been discussed.
The Audit Committee discussed revenue recogni-
tion and the valuation and impairment of assets
including goodwill, intangibles, right of use assets,
tangible xed assets and inventories.
At every meeting attention has been paid to the legal
developments and in particular the potential nan-
cial effects of claims and penalties due to logistical
issues.
The implementation plan for CSRD was discussed
in the Audit Committee and the double materiality
analysis. Due to the developments in the company,
including the shift from an OEM to the OED model,
it became clear in the course of 2024 that full
compliance with the CSRD could not be reached in
2024 and therefor limited assurance by the external
auditor was not in reach.
NOMINATION COMMITTEE
In 2024, the Nomination Committee consisted of two
members: Jeroen Drost (chairman), and Derk Haank.
The main responsibility of the committee is to assist
the Supervisory Board and Management Board with
the selection and appointment (and reappointment)
procedures for members of the Supervisory Board
and the Management Board. The charter of the
Nomination Committee is available on the compa-
ny’s corporate website.
The Nomination Committee met 5 times in 2024. Per
the 2024 AGM, the appointment term of Bob Fleuren,
COO, expired. Mr. Fleuren informed the Supervisory
Board that he was not available for reappointment.
Following a search process, the Committee recom-
mended Mr. Roald Dogge to the Supervisory Board
for nomination as COO. Despite Ebusco’s intention to
arrive at a gender-balanced Management Board, no
female candidates were available for the position of
COO. At the Annual General Meeting on 14 May 2024
Roald Dogge was appointed as a member of the
Management Board (COO) for a term of 4 years as of
1 June 2024.
In parallel, the Nomination Committee explored a
permanent solution for the Co-CEO role, which had
been temporarily lled by Frank Meurs and later
by Michiel Peters. After careful consideration, the
Supervisory Board concluded that a single CEO
structure would better serve the company’s needs
and nominated Mr. Christian Schreyer as CEO. At
the Extraordinary General Meeting (EGM) on 24
October 2024, Christian Schreyer was appointed as
a member of the Management Board (CEO) for a term
ending at the 2028 AGM.
Additionally, Mr. Jurjen Jongma, CFO and Mr. Roald
Dogge, COO announced their decision to leave the
company at the end of 2024, prompting the Nomina-
tion Committee to swiftly address the CFO and COO
vacancy. For the COO role, Michel van Maanen was
nominated and at the Extraordinary General Meeting
on 26 March 2025 appointed as a member of the
Management Board (COO) for a term of 4 years. The
CFO role is temporarily lled by Mr. Jan Piet Valk on
an interim basis.
The composition of the Management Board in 2024
was not in compliance with the gender balance
target set for 2026.
Per the 2025 AGM, the appointment term of Peter
Bijvelds, Founder and member of the Management
Board, will expire. Peter has expressed his commit-
ment to continue in his position and will be available
for re-election.
Other topics discussed included the self-assess-
ment of the Supervisory Board and the succession
planning of the Supervisory Board. Furthermore, the
Nomination Committee prepared the evaluation of
the composition, performance and succession plan-
ning of the Management Board.
REMUNERATION COMMITTEE
The Remuneration Committee consists of two
members: Roelf de Boer (chairman) and Derk Haank.
The main responsibility of the committee is to assist
the Supervisory Board and Management Board in
the establishment of an appropriate remunera
-
tion scheme for members of the Supervisory Board,
members of the Management Board and, if so desired
by the Management Board, members of the Manage
-
ment Team or other key gures within the organiza-
tion. The charter of the Remuneration Committee is
available on the company’s corporate website.
The Remuneration Committee met 3 times in 2024.
The Committee reviewed and approved the remuner-
ation report as included in the annual report 2024
and prepared the proposal for the Management
Board remuneration for 2025.
An addition to the remuneration policy was proposed
for the remuneration of Mr. Roald Dogge and Mr.
Christian Schreyer.
INDEPENDENCE
The Supervisory Board conrms that from 1 January
2024 until 30 August 2024 the Supervisory Board
existed of six members. Three Supervisory Board
members were independent and three Supervisory
Board members were considered not to be indepen-
dent referring to best practice provision 2.1.8 vi of the
Dutch Corporate Governance Code. This concerns
the following Supervisory Board members. Ruud
Spoor was nominated by Peter Bijvelds, Founder and
member of the Management Board of Ebusco, as
pre-IPO shareholder. Following Ruud Spoor's resig-
nation from the Supervisory Board, Peter Bijvelds did
not have representation on the board for a signi-
cant portion of 2024. Jeroen Drost has been nomi-
nated by ING, as pre-IPO shareholder. Roelf de Boer
has been nominated by VDVI, as pre-IPO shareholder.
From 30 August (after the resignation of Ruud Spoor
and Saskia Schatteman, until the end of 2024, the
Supervisory Board existed of 4 members of which
two members were independent (Derk Haank and
Carin Gorter) and two were considered not to be
independent (Jeroen Drost and Roelf de Boer).
The Supervisory Board is of the opinion that the
Board complies with the following articles of the
best practice provisions of the Corporate Gover-
nance Code. 2.1.7 regarding independence of the
Supervisory Board, except for 2.1.7 ii (more than half
of the total number of Supervisory Board members
should be considered independent) and 2.1.9
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
52
MANAGEMENT BOARD REPORT GOVERNANCE
In 2024 the composition of the committees was not
in compliance with best practice provision 2.3.4, as
half of the members were considered not to be inde-
pendent.
2024 FINANCIAL STATEMENTS
The very challenging business circumstances that
Ebusco has gone through in the last months, and
those which Ebusco continues to face, and the
transformation the company is going through,
including its renancing and restructuring efforts,
have placed signicant demands on the time and
resources of the company.
As a result, the drafting of the 2024 nancial state-
ments and consequently, the external auditor's audit
process, have experienced delays, which prevented
completion of the audit within the expected time-
frame. Consequently, the nancial statements
included in this annual report as published today,
are unaudited.
Ebusco will publish audited nancial statements
when they are available. The General Meeting of
Shareholders, to be held on June 16,2025, will be
asked to adopt the audited nancial statements.
In addition, it recommends that the members of
the Management Board and Supervisory Board
be discharged from liability for their respective
management and supervisory activities performed
in 2024.
Deurne, the Netherlands, 30 April 2025
Derk Haank
Carin Gorter
Roelf de Boer
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
53
MANAGEMENT BOARD REPORT GOVERNANCE
REMUNERATION REPORT
This report describes how the Remuneration Policies of the Management Board
and Supervisory Board were implemented in 2024.
This report was prepared by the Management Board
and the Remuneration Committee of the Superviso-
ry Board. The Remuneration Committee makes rec-
ommendations to the Supervisory Board regarding
the remuneration policy, as adopted by the General
Meeting, for the Management Board and how to ap-
ply this policy to the remuneration of the individual
Management Board members.
This remuneration report combines the requirements
that the Remuneration Committee must adhere to
when preparing a remuneration report in line with the
best practice provisions of the Dutch Corporate Gover
-
nance Code (the ‘Code’) and with the requirements as
contained in Article 2:135b and Article 2:145 paragraph
2 of the Dutch Civil Code. This remuneration report is
published on the company’s corporate website as
part of the annual report and will be submitted to the
Annual General Meeting of Shareholders (AGM) on 16
June 2025 for an advisory vote. During the AGM held on
14 May 2024, the advisory vote on the 2023 Remuner
-
ation Report received 99.23% of the votes cast in favor.
This remuneration report is based on the current
remuneration policy that was approved by and
became effective following the General Meeting on
17 October 2021, prior to the company’s public listing
on Euronext. Any subsequent changes to the remu-
neration policy are subject to the approval of the
General Meeting of Shareholders.
Consistent with the best practice principles of
the Code, the rst part of this remuneration report
describes the remuneration policy for the members
of the Management Board, while the second part sets
out how the remuneration policy was implemented
in 2024. The report concludes with the details of the
remuneration policy of the Supervisory Board and how
this remuneration policy was implemented in 2024.
REMUNERATION POLICY
The remuneration policy aims to attract, retain and
reward highly qualied executives with the required
background, skills, and experience needed for a
company the size and complexity of Ebusco. The
policy is transparent and aligns with the interests of
the company’s shareholders and other stakeholders.
Pursuant to the remuneration policy, the remunera
-
tion packages of the members of the Management
Board consist of xed and variable components. The
variable remuneration is linked to predetermined,
assessable, and inuenceable targets, which are
predominantly of a long-term nature. The remuner
-
ation policy is in keeping with the entrepreneurial
culture of Ebusco and aims to achieve a good
balance between xed and variable income, whereby
the base compensation is relatively low and the
variable compensation, provided that targets have
been achieved, relatively high. Account was taken of
scenario analyses in drafting the remuneration policy.
PEER GROUP
In 2021, in anticipation of the listing, the company
commissioned an independent remuneration
consulting rm to provide advice on the remunera
-
tion of the Management Board and Supervisory Board
within the framework of the proposed remuneration
policy. Based on this external advice Ebusco decided
to set a base salary level around the median gure of
the base salaries of the companies comprising the
AScX Index whilst the annual cash bonus (STI) and
performance share bonus (LTI) would be based upon
the upper 25 percentile of the AScX Index companies.
These compensation levels were consistent with the
characteristics of Ebusco as well as in line with Ebus
-
co’s growth perspective.
The remuneration of the Management Board consists
of ve elements:
• Fixed compensation - annual base salary
• Short-term incentive - annual cash bonus plan
• Long-term incentive - annual performance share plan
• Pension allowance and other benets (e.g. expense
reimbursements)
• Severance payments
FIXED REMUNERATION
The annual base salary of the Management Board
members is a xed compensation set by the Supervi-
sory Board that considers a variety of factors. Based
on the peer group benchmark, the xed compensa-
tion of the members of the Management Board was
adjusted on 17 October 2021.
In determining the remuneration of the Management
Board, the Supervisory Board also considers the impact
of the overall remuneration of the Management Board
on the pay differential within Ebusco. In line with the
Code Ebusco considered the internal pay ratios within
the organization when formulating the remuneration
policy and when determining the remuneration of indi
-
vidual members of the Management Board.
The Supervisory Board can make discretionary
adjustments to the outcome of variable remunera-
tion, if the outcome is deemed unfair. In that case,
the Supervisory Board can deviate from the policies
set out above, when the members of the Supervi-
sory Board consider this necessary or desirable in
specic individual cases.
SHORT-TERM INCENTIVE (STI)
The STI is an annual cash bonus. The objective is
to incentivize strong nancial and personal perfor-
mance, in line with Ebusco’s strategy and annually
dened targets.
The bonus for the members of the Management
Board may vary from 0% to 50% of the annual xed
base salary, with 30% being applicable when targets
are achieved, for both nancial and non-nancial
personal targets. The payout at the threshold level is
15%, and 50% in the event of outperformance, to be
determined for each separate target. These bonus
percentages are at the high end of the upper 25
percentile of the AScX companies.
Targets are set annually by the Supervisory Board
based on the budget and with a view to the compa-
ny’s strategic ambitions. Financial targets comprise
70% of the bonus, while non-nancial or individual
targets make up the remaining 30%.
A performance zone is set for each of the nancial
targets, with no bonus below the threshold level and
the maximum bonus when the performance exceeds
the upper end of the performance zone, in accor-
dance with the following parameters:
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
54
MANAGEMENT BOARD REPORT GOVERNANCE
Financial target Payout (% of annual base salary)
Threshold 80% achievement of Roll-Out Plan target 15%
At Target 100% achievement of Roll-Out Plan target 30%
Out performance 120% achievement of Roll-Out Plan target 50%
Awards of performance share units will vest at the
end of a three-year performance period subject to (i)
the achievement of predetermined revenue growth
targets consistent with the creation of long-term
company value; and (ii) the continued service as a
Management Board member with the company. The
performance shares are subject to a holding period
of two more years after vesting date.
Where required to ensure an appropriate reection
of performance, the Supervisory Board may at its
discretion amend the level of vesting of performance
share units, with the understanding that the award
may not be increased in excess of the performance
incentive zone. Any such discretionary amendment
which would result in an increase in pay-out of more
than 25% is subject to prior approval by the General
Meeting of Shareholders.
PENSION ALLOWANCE AND OTHER BENEFITS
The members of the Management Board have been
granted a pension allowance of an amount that is
between 11% and 16% of their base salary, excluding
any allowances and bonus payments.
Other benets include 25 days of paid vacation per
calendar year. Furthermore, the members of the
Management Board receive a car and/or housing
allowance or company car. Apart from these bene-
ts, no other benets are granted.
SEVERANCE PAYMENT
The service agreements with the Management Board
stipulate a notice period of six months and include a
severance payment of six months of xed base salary
in the event of involuntary termination. No severance
payment will be made in the event of serious imput
-
able or negligent behavior. This is compliant with the
best practice provision of the Dutch Corporate Gover
-
nance Code on severance pay.
CLAW-BACK AND ULTIMUM REMEDIUM
Variable remuneration may be adjusted or recovered
from a member of the Management Board, in accor-
dance with the relevant provisions in the Dutch Civil
Code, as amended from time to time.
AMENDMENT REMUNERATION POLICY
On 15 May 2024, the Supervisory Board, following the
advice of the Remuneration Committee, requested
the approval of the AGM regarding the below
mentioned individual change to the current remu-
neration policy. 98.39% of votes cast in favor of the
advisory vote on this adjustment.
This individual adjustment was required to align
the policy with the remuneration package of Mr R.
Dogge who was appointed COO on 15 May 2024 and
stepped down as of 31 December 2024. The deviating
element meant that Mr. Dogge was granted a one-off
advance of EUR 225,000, which was planned to be
repaid by offsetting the advance against the Short-
Term Incentive (STI). The exception only applied to
Mr. Dogge and does not affect the remuneration of
the other members of the Management Board. The
other features of the remuneration package were in
line with the policy.
On 24 October 2024, the Supervisory Board, following
the advice of the Remuneration Committee,
requested the approval of the EGM regarding the
below mentioned individual change to the current
remuneration policy. 99.94% of votes cast in favor of
the advisory vote on this adjustment.
This individual adjustment was required to align
the policy with the remuneration package of Mr C.
Schreyer who was appointed CEO on 24 October
2024. The deviating element means that Mr.
Schreyer will be granted 60,000 Ebusco shares that
will vest in three years after his appointment by the
The Supervisory Board may change the percentages
and targets from time to time.
LONG TERM INCENTIVE (LTI)
The purpose of the long-term incentive plan is to
align the interests of the company, shareholders
and the Management Board for the medium and
long term, to foster and reward sustainable perfor-
mance and to provide an incentive for long-term
commitment, thus promoting Management Board
retention. Under the company’s long-term incentive
plan members of the Management Board may be
awarded conditional performance share units from
the 2024 nancial year onwards. The LTI is related to
the performance on the company goals, which are
dened on the following metrics; revenues, EBITDA
margin and development and implementation of
ESG strategy. The overall PSU vesting is subject to
meeting the ESG target. In case the ESG target will
not be met, no PSU’s will vest irrespective of nan-
cial performance.
For all members of the Management Board the
at-target value of the award may amount to 100% of
their annual xed base salary in the respective year.
When considered appropriate, the Remuneration
Committee may apply at its discretion a performance
incentive zone between 0% and 150% of the at-target
value of the award depending on the long-term
and sustainable performance achieved during the
performance period. Furthermore, the Remuneration
Committee has the discretion to introduce a non-
-
nancial target as an underpin to ensure sustained
long-term performance (e.g. relating to ESG).
Performance conditions measured over the 3 year performance period PSU Vesting percentage
Threshold: <80% achievement of the company goals
0%
Between 80 - 100% achievement of the company goals
Between 1% and 100% on a straight-line basis
At target: 100% achievement of the company goals related to the Roll-Out Plan
100%
Between 100 -120 achievement of the company goals
Between 100% and 150% on a straight-line basis
Out performance: 120% achievement of the company goals related to the Roll-Out Plan
150%
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
55
MANAGEMENT BOARD REPORT GOVERNANCE
EGM provided that Mr. Schreyer is still working for the
Company in the role of CEO at that time. The excep-
tion only applies to Mr. Schreyer and does not affect
the remuneration of the other members of the Exec-
utive Board. The other features of the remuneration
package are in line with the policy.
Fixed base
salary
Pension
allowance
STI LTI Other* Total Fixed
compensation
as % of total
Variable
compensation
as % of total
Peter Bijvelds and Christian Schreyer (CEO)** €498,480 €54,454 €0 €0 €24,073 €573,857 100% 0%
Jurjen Jongma (CFO)*** €272,552 €44,600 €0 €0 €192,015 €508,176 100% 0%
Bob Fleuren and Roald Dogge (COO)**** €283,325 €46,362 €0 €0 €243,070 €586,099 100% 0%
Peter Bijvelds (Founder)***** €132,501 €21,570 €0 €0 €7,586 €162,793 100% 0%
Total €1,198,666 €166,985.67 €0 €0 €466,744 €1,830,924 100% 0%
* “Other” includes car allowance, settlements and other compensations
** The remuneration of the CEO includes the remuneration of Peter Bijvelds (stepped down as CEO on 2 September 2024) and Christian Schreyer (CEO and member of the management board as from 24 October 2024).
*** The remuneration of the CFO includes the remuneration of Jurjen Jongma until 30 November 2024. As the Board Member agreement with Jurjen Jongma was terminated with immediate effect, the service
fee for the six months’ notice period was paid out.
**** The remuneration of the COO includes the remuneration of Bob Fleuren (resigned as COO on 14 May 2024) and Roald Dogge (COO and member of the management board from 1 June 2024 until 31 December
2024) including the one-off advance that was waived as part of the severance payment.
***** As from September 2024.
Mr. C. Schreyer was granted an advance service fee
payment of six months (EUR 225.000 gross), which
will be set off against the pro-rated Service Fee that
is due during the following six months of providing
the services.
Due to the change in role of Mr. P. Bijvelds in the
Management Board his annual base service fee has
been reduced as of 1 September 2024 by 5%.
MANAGEMENT BOARD REMUNERATION 2024
The total remuneration of each individual member of
the Management Board recognized and paid by the
company in 2024 is as follows.
The total remuneration of each individual member of the Management Board recognized and paid by the company in 2023 is as follows:
Fixed base
salary
Pension
allowance
STI LTI Other Total Fixed
compensation
as % of total
Variable
compensation
as % of total
Peter Bijvelds (CEO) €410,220 €65,635 € 0 € 0 €16,256 €492,112 100% 0%
Paul van Beers,Björn Krook, Jurjen Jongma (CFO*) €292,063 €31,666 € 0 € 0 €40,933 €364,662 100% 0%
Bob Fleuren (COO) €291,500 €46,640 € 0 € 0 €18,058 €356,198 100% 0%
Total €993,783 €143,942 € 0 € 0 €75,248 €1,212,972 100% 0%
* Paul van Beers (resigned as CFO on 31 March 2023), Björn Krook (ad interim CFO between 1 April 2023 and 6 September 2023) and Jurjen Jongma (CFO per 7 September 2023)
FIXED COMPENSATION
For the nancial year 2024, these annual base
salaries have been increased by 2% for the 2024
nancial year. The Remuneration Committee also
reviewed whether the remuneration policy is still
suitable for the level and size of the company, and
more specically, if the remuneration level is in
line with the market. In 2024, the Remuneration
Committee concluded that the remuneration of the
members of the Management Board was in line with
market practices and within the boundaries of the
remuneration policy.
SHORT-TERM INCENTIVE (STI)
For the 2024 short-term incentive the supervi-
sory board set the targets based on the following
elements:
The nancial targets (70%, equal weighting for each
target) relate to:
• Orderbook (# of buses): The orderbook is dened as
all orders for which a signed contract is in place, an
option for another order within an existing contract
and call-off contracts.
• Deliveries (# of buses): Deliveries are dened as de
-
livery to and acceptance by the customer.
• EBITDA
The non-nancial and personal targets (30%) relate to:
• Execution of the roll-out plan (20%)
• Continuous cost price reduction (20%)
• People, processes and procedures (40%)
• Personal targets (20%)
No STI was granted for 2024.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
56
MANAGEMENT BOARD REPORT GOVERNANCE
LONG-TERM INCENTIVE: PERFORMANCE
SHARE PLAN
With the start of the three-year performance pe-
riod in 2024, members of the Management Board
became eligible for conditional performance share
units as part of the company’s long-term incentive
plan. Similar to the STI, no shares were granted un-
der the performance share plan in 2024.
PAY RATIO
With a view to transparency and clarity, Ebusco calcu-
lated the internal pay ratios based on the remunera-
tion included in the consolidated nancial statements.
Ebusco’s CEO pay ratio is calculated as the total CEO
remuneration divided by the average remuneration of
all employees, excluding the remuneration of Manage
-
ment Board members. For the purposes of this calcula-
tion, all remuneration elements are included in the total
remuneration for the CEO based on the information
provided in note 7.1 - Remuneration Key Management.
Average employee remuneration is based on total
employee benet expenses excluding benet expenses
of the Management Board and Supervisory Board as
disclosed in note 7 - Employee benets expense, and
the total average number of employees in FTEs as also
disclosed in note 7, Employee benets expense.
Ebusco’s calculated CEO pay ratio in 2024 was 7.3
(2023: 6.6). These internal pay ratios are closely moni
-
tored by the Remuneration Committee.
HISTORIC PERSPECTIVE
The following table summarizes the remuneration of the
members of the Management Board and accompanying
pay ratios in previous years and the change from 2023
to 2024 (in absolute numbers and in percentages):
Change Yoy
2024 2023 in EUR in % 2022 2021 2020
Remuneration Management Board (in EUR)
Total remuneration CEO 573,857 492,112 81,745 17% 459,996 286,602 281,689
Total remuneration CFO 508,176 364,662 143,514 39% 338,001 5,315,497 316,477
Total remuneration COO 586,099 356,198 229,901 65% 336,261 212,546 0
Total remuneration Founder 162,793 0 162,793 N/A 0 0 0
Ebusco performance (all in EUR millions)
Revenue 10.7 102.4 (91.8) (90%) 111.6 24.3 100.0
EBITDA (132.6) (95.7) (36.9) 39% (34.8) (20.5) 27.1
Free Cash Flow (61.7) (123.5) 61.7 (50%) (107.5) (25.6) (15.9)
Pay ratio
Pay ratio CEO 7.3 6.6 0.7 10% 7.2 4.7 4.6
Average total remuneration Ebusco employees
78,666 74,144 4,522 6% 63,720 60,452 60,868
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
57
MANAGEMENT BOARD REPORT GOVERNANCE
REMUNERATION MANAGEMENT BOARD IN 2025
The base salary remuneration of the members of
the Management Board will not be increased for
the 2025 nancial year. With regard to the variable
remuneration components, targets will be set for the
STI as well as the LTI which may be granted in 2025
pending performance.
SUPERVISORY BOARD REMUNERATION 2024
The remuneration of Supervisory Board members
consists of xed annual fees for their role as Super-
visory Board members. In addition, the chair and
members of the Nomination Committee, Audit
Committee and Remuneration Committee receive
a xed annual fee for these roles. Ebusco does not
grant variable remuneration, shares or options to
members of the Supervisory Board. Ebusco pays
company-related travel and accommodation
expenses related to meetings. The remuneration
policy of Supervisory Board members is considered
market conform.
ANNUAL FEES PER FUNCTION IN THE
SUPERVISORY BOARD
Function Remuneration
Chair 50,000
Member 40,000
ANNUAL FEES PER FUNCTION IN
SUPERVISORY BOARD COMMITTEES
Function Remuneration
Chair 50,000
Member 40,000
Audit committee - Chairman 10,000
Audit Committee - Member 7,000
Nomination Committee - Chairman 7,000
Nomination Committee - Member 4,000
Remuneration Committee - Chairman 7,000
Remuneration Committee - Member 4,000
FEES OF SUPERVISORY BOARD MEMBERS IN 2024
Function 2024 2023
Derk Haank 58,000 58,000
Roelf de Boer 54,000 55,750
Carin Gorter 50,000 50,000
Jeroen Drost 47,000 47,000
Ruud Spoor 31,333 47,000
Saskia Schatteman 31,333 40,000
OTHER INFORMATION
TOTAL REMUNERATION
The total annual remuneration for the members of
the Management Board and Supervisory Board as
recognized by the company during 2024 amounts to
€2,102,590 (2023: €1,510,722).
OTHER ARRANGEMENTS
No remuneration has been granted and allocated by
subsidiaries or other companies whose nancials
are consolidated by Ebusco, since all members of
the Management Board and Supervisory Board are
paid directly by Ebusco Holding N.V.
No (personal) loans have been granted to the
members of the Management Board and the Super-
visory Board and no guarantees have been provided
to any of the members of the Management Board
and Supervisory Board.
No variable remuneration has been clawed-back.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION OTHER INFORMATIONFINANCIAL STATEMENTS
58
MANAGEMENT BOARD REPORT GOVERNANCE
FINANCIAL
STATEMENTS
Consolidated statement of prot or loss
and other comprehensive income 60
Consolidated statement of nancial position 61
Consolidated statement of changes in equity 62
Consolidated statement of cash ows 63
Notes to the consolidated nancial statement
64
Company statement of prot or loss 94
Company statement of nancial position 95
Notes to the company nancial statements 96
CONTENT
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
59
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
In thousands of euro, unless stated otherwise
Notes (Unaudited) 2024 2023
Revenue
5.1
10,665 102,440
Cost of materials
5.2
(45,267) (109,288)
Employee benefit expenses
6
(42,501) (38,467)
Amortization and depreciation expenses
11, 12, 21
(63,747) (8,136)
Other operating expenses
7
(55,532) (50,418)
Operating expenses (207,047) (206,309)
Operating result (196,382) (103,869)
Finance expenses, net
8
Share of result of an associate
13
Result before tax (200,573) (105,672)
Income tax credit/(expense)
9
(198) (14,474)
Result for the year (200,771) (120,146)
Result for the year attributable to:
Equity holders of the Group (200,632) (119,159)
Non-controlling interests (139) (987)
Result for the year (200,771) (120,146)
Other comprehensive income
Other comprehensive income that may be reclassified to profit or loss in
subsequent periods
Exchange differences on translation of foreign operations 8 (4)
Net gain/(loss) on cash flow hedges - 3,679
Tax effect of changes in cash flow hedges - 332
Net change in costs of hedging - -
Tax effect of changes in cost of hedging - -
Other comprehensive income/(loss) 8 4,007
Total comprehensive income/(loss) for the year (200,763) (116,139)
Total comprehensive income/(loss) for the year attributable to:
Equity holders of the Group (200,624) (115,152)
Non-controlling interests (139) (987)
Basic earnings per share (in euros) for result attributable to shareholders
of the Group*
10 (10.79) (10.06)
Diluted earnings per share (in euros) for result attributable to shareholders
of the Group*
10 (10.79) (10.06)
*The Group’s 2023 earnings per share have been restated for which it further refers to Note 10.
Notes (Unaudited) 2024 2023
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
60
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
(1,156) (871)
(3,035)
(932
)
Equity
Share capital 3,274 640
Share premium 388,880 337,379
Reserves 11,920 23,085
Retained earnings (376,572) (181,281)
Equity attributable to equity holders of the Group 18.1 27,502 179,823
Non-controlling interests 18.2 - (1,526)
Total Equity 18 27,502 178,297
Liabilities
Non-current liabilities
Provisions
22
222 1,133
Non-current lease liabilities
20, 21
19,854 14,216
Other non-current liabilities 1,465 491
21,541 15,840
Current liabilities
Loans and borrowings
20
5,359 1,348
Convertible bond – debt
19, 20
14,079 28,161
Convertible bond – embedded derivative
19, 20
3,766 4,965
Provisions
22
11,145 8,654
Trade payables
23
24,981 30,518
Contract liabilities
5
44,430 18,939
Other current liabilities
23
22,913 30,602
Current lease liabilities
20, 21
4,261 2,382
Income tax payable
9
86 125
131,020 125,694
Total liabilities 152,561 141,534
Total equity and liabilities 180,063 319,831
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In thousands of euro
Notes
(Unaudited)As at 31
December 2024
As at 31 December
2023
Assets
Non-current assets
Property, plant and equipment
11
11,715 22,398
Right-of-use assets
21
22,270 15,902
Intangible assets
12
5,376 49,888
Deferred tax assets
9
- -
Investments in associates
4, 13
3,036 2,547
Non-current financial assets 634 614
43,031 91,349
Current assets
Inventories
14
117,677 106,541
Trade receivables
15
5,494 19,285
Contract assets
5
7,569 67,640
Other current assets
16
3,893 7,098
Cash and cash equivalents
17
2,399 27,918
137,032 228,482
Total assets 180,063 319,831
Notes
(Unaudited)As at 31
December 2024
As at 31 December
2023
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
61
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In thousands of euro
Equity attributable to Equity holders of the Group Non-controlling
interests
Total Equity
Notes Share capital Share premium Translation
reserve
Cash flow
hedge reserve
Cost of hedging
reserve
Other reserve Retained
Earnings
Total Equity
attributable to
Equity holders
of the Group
Balance as at 1 January 2023 590 315,324 14 966 - 15,354 (58,251) 273,997 (539) 273,458
Result for the year - - - - - - (119,159) (119,159) (987) (120,146)
Other comprehensive income
18
- - (4) 4,011 - - - 4,007 - 4,007
Total comprehensive income for the year
18
-
- (4) 4,011 -
-
(119,159) (115,152) (987) (116,139)
Shares issued
18
50 24,950 - - - - 25,000 - 25,000
Share issuance expenses
9, 18
- (2,895) - - - - (2,895) - (2,895)
Share based payment expenses
6
- - - - 185 - 185 - 185
Transfer to/from legal reserve
18
- - - - 3,871 (3,871) - - -
Transfer of cash flow hedge reserve - - - (1,313) - - - (1,313) - (1,313)
Balance as at 31 December 2023 640 337,379 10 3,664 - 19,411 (181,281) 179,823 (1,526) 178,297
Balance as at 1 January 2024 640 337,379 10 3,664 - 19,411 (181,281) 179,823 (1,526) 178,297
Result for the year - - - - - - (200,632) (200,632) (139) (200,771)
Other comprehensive income 18 - - 8 - - - - 8 - 8
Total comprehensive income for the year
18
-
- 8 - -
-
(200,632) (200,624) (139) (200,763)
Shares issued
18
2,633 52,936
-
- - - - 55,569 - 55,569
Share issuance expenses
9, 18
-
(1,435)
-
- - - - (1,435) - (1,435)
Share based payment expenses 6
-
-
-
- - (348) - (348) - (348)
Acquisition of non-controlling interest 18 - - - -
- (152) (1,665) (1,817) 1,665 (152)
Transfer to/from legal reserve 18 - - - - - (7,006) 7,006 - - -
Transfer of cash flow hedge reserve - - - (3,664) - - - (3,664) - (3,664)
Balance as at 31 December 2024 (Unaudited) 3,274 388,880 18 - - 11,902 (376,572) 27,502 - 27,502
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
62
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands of euro
Notes (Unaudited) 2024 2023
Cash flows from operating activities
Profit/(Loss) before tax (200,573) (105,672)
Non-cash adjustments:
Depreciation of property, plant and equipment and right-of-use assets
11, 21
18,008 5,736
Amortization of intangible assets
12
45,707 2,325
Gain/(Loss) on disposal of property, plant and equipment
11
- 75
Share based payment expenses
6
(283) 185
Net loss on derivative instruments at fair value through profit or loss
27
(1,200) -
Additions to/(release from) provisions
22
13,653 9,519
Finance expenses, net
8
3,094 974
Share of results of an associate
13
1,156 871
Movements in working capital:
Inventories
14
(11,136) (59,099)
Receivables and other financial assets
15, 16, 17
16,580 8,376
Contract assets/liabilities
5
85,562 5,358
Payables and other current liabilities
23
(1,631) 28,277
Cash generated from operations (31,062) (103,075)
Payment from provisions
22
(12,073) (656)
Income tax paid
9
(39) (69)
Net cash flows from operating activities
(43,175) (103,799)
(Unaudited) 2024
Cash flows from investment activities
Investments in property, plant and equipment
11
(14,462) (15,018)
Investments in intangible assets
12
(805) (2,102)
Investment in financial assets (20) (601)
Investment in associates
13
(1,645) (2,350)
Net cash flows from investment activities
(16,933) (20,071)
Cash flows from financing activities
Net proceeds from issuance of share capital
18
35,999 24,602
Acquisition of non-controlling interest 18
(152) -
Proceeds from borrowings
20
5,359 54,961
Repayments of borrowings
20
(1,348) (20,000)
Payment of principal portion of lease liabilities
21
(3,270) (1,932)
Interest received
8
79 276
Interest and similar expenses paid
8
(2,081) (1,331)
Net cash flows from financing activities
34,586 56,576
(Decrease)/Increase in cash and cash equivalents (25,521) (67,293)
Exchange losses/gains on cash, cash equivalents and bank overdrafts
8
2 (1)
Cash and cash equivalents at 1 January
17
27,918 95,212
Cash and cash equivalents at 31 December 17 2,399 27,918
Notes
(Unaudited) 2024 2023
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
63
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Ebusco Holding N.V. is a public limited Company under Dutch law, incorporated and domiciled in the Neth-
erlands and registered at the Chamber of Commerce in the Netherlands under number 75407922. Ebusco
Holding N.V. is the ultimate parent company of the group of legal entities (together, “the Group”) and is listed
on Euronext Amsterdam. The Group is a developer, manufacturer and distributor of zero emission buses and
charging systems, as well as a supplier of ancillary services to the electric vehicle ecosystem and manufac-
turer and supplier of Energy Storage Systems (ESS) and Mobile Energy Containers (MECs).
The Group has its headquarters and registered office located at Vuurijzer 23, 5753 SV Deurne, The Nether-
lands.
The very challenging business circumstances that Ebusco has gone through in the last months, and
those which Ebusco continues to face and the transformation the company is going through, including its re-
financing and restructuring efforts, have placed significant demands on the time and resources of the com-
pany. As a result, the drafting of the 2024 financial statements and consequently, the external auditor's audit
process, have experienced delays, which prevented completion of the audit within the expected timeframe.
Consequently, the financial statements included in this annual report as published today, are unaudited.
2. MATERIAL ACCOUNTING POLICIES
2.1 BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Parent and its subsidiaries
(or ‘group companies’) as at 31 December 2024 with comparative information for the year ended 31 December
2023.
Subsidiaries are fully consolidated from the date the Group acquires control and ceases when the Group loses
control of the subsidiary. The Group controls an investee if, and only if, the Group has:
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of
the investee);
• Exposure, or rights, to variable returns from its involvement with the investee;
• The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. All intra-group assets and liabilities, equity,
income and expenses and cash flows relating to transactions between members of the Group are eliminated
in full on consolidation. When the Group loses control over a subsidiary, it derecognizes the related assets
(including goodwill), liabilities, and other components of equity, while any resulting gain or loss is recognized
in profit or loss.
The following table provides an overview of the consolidated subsidiaries which the Parent controls:
Entity Registered office Date of OwnershipOwnershipincorporationinterest (%)interest (%)31 December 31 December 20242023Ebusco B.V. Deurne, Netherlands 3 September 2012 100% 100%Ebusco Energy B.V. Deurne, Netherlands 18 July 2019 100% 100%Ebusco Manufacturing B.V. Deurne, Netherlands 15 July 2020 100% 100%Pondus Operations B.V.* Deurne, Netherlands 16 March 2017 - 90%Ebusco Deutschland GmbH Emmerich am Rhein, Germany 13 June 2016 100% 100%Ebusco Norway A/S Dal, Norway 2 February 2017 100% 100%Ebusco Australia Pty Ltd Tasmania, Australia 18 July 2019 100% 100%Ebusco France Manufacturing SAS Paris, France 9 November 2020 100% 100%Ebusco France Sales SAS** Paris, France 11 October 2023 - 100%Ebusco North America LLC*** Delaware, United States 19 August 2021 - 100%Ebusco New Energy (Xiamen) Co Ltd Xiamen, China 17 September 2021 100% 100%Ebusco Canada Inc.*** Toronto, Canada February 9, 2022 - 100%Ebusco Sweden AB Göteborg, Sweden March 8, 2022 100% 100%Ebusco Denmark ApS Kopenhagen, Denmark April 7, 2022 100% 100%Ebusco Italy S.r.l. Turin, Italy June 20, 2022 100% 100%Ebusco Spain SL Barcelona, Spain August 18, 2022 100% 100%
* Ebusco B.V. acquired the remaining 10% during 2024 and merged Pondus Operations B.V. into Ebusco B.V. as of 1 July 2024.
** Ebusco France Sales SAS has been merged into Ebusco France Manufacturing SAS per 31 December 2024.
*** Ebusco North America LLC and Ebusco Canada Inc. have been liquidated during 2024.
2.2 BASIS OF PREPARATION
The consolidated financial statements of the Group have been prepared in accordance with IFRS accounting
standards as issued by the International Accounting Standards Board (IASB) and endorsed by the European
Union (EU) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code.
The financial statements were signed and authorized for issuance by the Supervisory Board and Management
Board on 30 April 2025.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
64
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
* The current ratio is calculated by dividing the total current assets by the total current liabilities (excluding the convertible bond -debt and
convertible bond – embedded derivative).
The consolidated financial statements have been prepared on a historical cost basis, except when otherwise
indicated.
All amounts are stated in thousands of EUR, unless otherwise stated.
2.3 GOING CONCERN
Ebusco faced significant operational and financial challenges throughout 2024, including production inef-
ficiencies, order cancellations, and liquidity constraints. In response, the Group initiated a comprehensive
Turnaround Plan aimed at improving performance and restoring stakeholder confidence.
A pivotal component of this plan is the strategic shift from an Original Equipment Manufacturer (OEM) model
to an Original Equipment Design (OED) model, transitioning from in-house production to utilizing contract
manufacturers. This move aims to streamline operations and reduce costs on the mid- and long-term. For
the year-ended 31 December 2024 the Group incurred a net loss before tax of €200.6 million (2023: €105.7
million), resulting in net cash outflow from operating activities of €43.2 million (2023: €103.8 million). As of
31 December 2024, the Group had negative retained earnings of €376.6 million and a net equity position of
€27.5 million, versus negative €181.3 million and €178.3 million, as of 31 December 2023, respectively.
Given the Group’s financial situation, it currently depends on third-party suppliers agreeing to payment sched-
ules and alternative settlement options on overdue accounts. Considering the overdue accounts payable
position (as at the date of this report) significantly exceeds the Group’s current liquidity position, there is
a possibility that suppliers could file for bankruptcy at any given moment which the Group cannot address
directly and would trigger an insolvency event. One of the Group’s suppliers actually already filed a petition
for bankruptcy due to (amongst others) non-payment of overdue invoices. The court case is scheduled for 6
May 2025.
The Group is therefore dependent upon a significant short-term liquidity injection in order to be able to continue
as a going concern. The Group is currently in the progress of finding a strategic investor and in obtaining
refinancing. Although the Group is putting significant effort into both solutions, it is uncertain whether such
investor or financing can be timely attracted. If the Group is not able to (timely) attract the required liquidity
injection it could directly face insolvency.
After the balance sheet date, the Group obtained debt financing commitments for a total amount of €22
million from Green Innovation International Co. Ltd. (€10 million, of which the Groups still needs to receive
€5 million), CVI Investments Inc., an entity managed by Heights Capital Management, Inc. (€10 million) and
De Engh B.V. (€2 million) in Q1 2025. These loans (including interest of €2.2 million) must be fully repaid by
Ebusco by 15 August 2025. In addition, Green Innovation International Co. Ltd. and De Engh have agreed an
option to convert the full loan amount plus the fee at their election into Ebusco shares. If the Group would be
able to attract the referred short-term liquidity injection it aims to further roll-out its Turnaround Plan and
improve both its operating and financial performance and to repay these loans. If the short-term liquidity
injection is not timely obtained and/or , the Turnaround Plan is not executed adequately or the Group runs into
other unforeseen circumstances, the Group is dependent upon the conversion of the loans into shares by the
referred to financing parties.
In addition, the Group’s business model is dependent on letters of credit (LCs) from its banks for the payment
of finished products being provided to its contract manufacturers and as such allowing the Group to receive
the finished products and deliver them to customers before payment is due to the contract manufacturers.
Although the Group has confirmation of continuation of the current outstanding letters of credit facilities for
€9 million until 14 August 2025, by which time these facilities must in any event be fully repaid, the Group,
however has triggered events of default with its existing agreement with the banks. One of the events of
default is the non-payment of Green Innovation of the full loan since only €5 million was transferred instead
of the agreed upon €10 million. It is currently unclear if and when Green Innovation will transfer the €5 million
to the Group. This payment is material to the Group’s liquidity position, and the absence of this payment
currently constitutes a material uncertainty regarding the Group’s ability to continue as a going concern. Due
to the non-payment, the Group furthermore was not able to reopen other letters of credits. The banks have
subsequently reserved their right to not allow further utilizations of the facilities which could, when executed,
negatively impact the Group’s liquidity position and outlook. The Group is in discussions with the banks to
come to a solution but the discussions have not been finalized yet. The Group is exploring options to find an
alternative LC or other working capital provider however to date has not found such solution.
Although the Group is putting significant effort in finding a strategic investor and/or obtaining refinancing,
the above disclosed uncertainties, both individually and in aggregate, create a material uncertainty regarding
the Group's ability to continue as going concern.
Regarding the operational outlook and assuming the Group successfully attracts short-term liquidity, the
primary focus will be on production and delivery of the existing order book in combination with a continuation
of right sizing the cost base of the organization. The Group implemented cost measures, including through
an FTE reduction, which are expected to result in lower operational expenditures for 2025. The Group will
continue to closely monitor these measures and subsequent liquidity impact as this is vital for its ability to
continue as a going concern.
2.4 SUMMARY OF MATERIAL ACCOUNTING POLICIES
Functional and presentation currency
The Group’s consolidated financial statements are presented in euros, which is also the Parent’s functional
currency.
The financial statements of entities that have a functional currency different from that of the Parent ("foreign
operations") are translated into euros as follows:
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
65
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Group companies:
• Foreign currency differences resulting from translation of subsidiaries are recognized in other comprehen-
sive income.
Transactions and balances:
• Assets, equity and liabilities - at the closing rate at the date of the statement of financial position.
• Income and expenses - at the average rate of the period (as this is considered a reasonable approximation
of the actual rates prevailing at the transaction dates).
CURRENT VERSUS NON-CURRENT CLASSIFICATION
The Group presents assets and liabilities in the statement of financial position based on current/non-current
classification. An asset is current when it is:
• Expected to be realized or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realized within twelve months after the reporting period
Or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period
A liability is current when:
• It is expected to be settled in the normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period
Or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
FINANCIAL INSTRUMENTS AND FAIR VALUE
This section relates to all financial assets and financial liabilities of the Group, including financial instruments
associated with the Group’s hedge accounting.
FAIR VALUE
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly trans-
action between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either in the principal
market for the asset or liability or, in the absence of a principal market, in the most advantageous market for
the asset or liability. The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest. A
fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are catego-
rized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measure-
ment is directly or indirectly observable;
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measure-
ment is unobservable.
For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing catego-
rization (based on the lowest level input that is significant to the fair value measurement as a whole) at the
end of each reporting period.
FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Derivatives held by the Group are classified and recorded at fair value.
All other financial instruments on the balance sheet are classified and recorded at (amortized) cost. Other
financial assets are initially measured at fair value plus transaction costs and subsequently at amortized cost
less impairments based on the expected credit loss (“ECL”) approach. Fair value of trade receivables and cash
and cash equivalents approximates the carrying amount due to the short duration. Other financial liabilities
are initially measured at fair value less transaction costs and subsequently at amortized cost. Fair value of
current financial liabilities approximates the carrying amount due to the short duration.
CLASSIFICATION
The Group classifies its financial instruments either at:
• Fair value through profit or loss (“FVPL”); or
• Amortized cost.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
66
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
The classification of financial assets is dependent on the business model of the contractual terms of the cash
flows and the terms and conditions of the financial assets. Gains and losses on financial assets classified
and subsequently measured at FVPL shall be recorded in the profit or loss.
MEASUREMENT
The Group measures financial assets at initial recognition at fair value plus transaction costs. The transaction
costs of financial assets classified at FVPL are expensed in profit or loss at initial recognition.
DEBT INSTRUMENTS
Subsequent measurement of debt instruments depends on the classification of the debt instruments by the
Group. The Group measures its debt instruments as follows:
• Amortized cost: Interest income from these financial assets is included in finance income using the effec-
tive interest method.
• FVPL: A gain or loss is subsequently measured at FVPL and gains or losses are recognized in profit or loss
and presented net within other gains and losses for the period in which it arises.
FINANCIAL LIABILITIES – EMBEDDED DERIVATIVES
The Group measures its embedded derivatives at FVPL.
FINANCIAL LIABILITIES – NOT DERIVATIVES
The Group measures its financial liabilities at amortized cost using the effective interest method.
IMPAIRMENT
The Group assesses on a forward-looking basis the ECL associated with its debt instruments carried at amor-
tized cost. The Group implements one ECL approach for financial assets (the simplified ECL approach).
The Group applies the simplified ECL approach to qualifying trade receivables and IFRS 15 contract assets.
The Group determines its expected credit losses on trade receivables based on the historical weighted
average credit losses on trade receivables that the Group holds, while incorporating any known information
which could affect credit losses in the future. These weights are based on the duration of the trade receiv-
ables (current number of days outstanding). The Group will use the historical default information of trade
debtors in order to attempt to have an unbiased probability weighted amount of the expected credit losses.
Expected credit losses are calculated by multiplying the probability of default based on historical data, loss
given default and the current lifetime of the trade receivable. This leads to a weighted ECL based on debtors
with an outstanding receivable of:
• 0-30 days
• 31-60 days
• 61-90 days
• Longer than 90 days
This practical application of the lifetime ECL on trade receivables is labeled as the provision matrix by the
Group. The provision matrix is used to form the provision for bad debtors and thus impair trade receivables.
OFFSETTING OF FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated state-
ment of financial position if there is a currently enforceable legal right to offset the recognized amounts and
there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
REVENUE
REVENUE FROM CONTRACTS WITH CUSTOMERS
In determination of its recognition of revenue, the Group applies the 5-step model in line with IFRS 15.
Revenue is recognized if the Group has entered into a contract with a customer in which the performance
obligations can be identified, the terms of the transaction are clear, and it is probable that the customer will
pay. Revenue is recognized for each contract.
If a contract involves several performance obligations, revenue is separately attributed to the performance
obligations based on relative stand-alone selling prices. Revenue is recognized over time if the customer
simultaneously receives and consumes the benefit of the Group’s performance or if the Group produces an
asset without alternative use which it is contractually obligated to deliver to the customer and for which the
Group has an enforceable right to payment for performance completed to date. Revenue is recognized at a
point in time if it does not meet the criteria to be satisfied over time.
If a contract contains a significant financing component, the Group adjusts the revenue accordingly. This is
not done if the time between the fulfilment of the performance obligation and the payment of the consider-
ation is less than one year.
If the results from a contract cannot be determined reliably, contract revenue is only recognized to the extent
of costs incurred.
Expected contract losses are recognized immediately in the statement of profit or loss. In measuring the
amount of provisions for losses, the Group proceeds on the basis of the economic benefits expected to be
received compared with the unavoidable costs of the contract.
The Group has three main types of revenue from contracts:
1
Contracts for the sale of zero emission buses: the Group sells zero emission buses and related charging
systems. The Group negotiates with each customer according to the needs of the customer and charges
a transaction price based on the type and number of buses ordered. Contracts are fulfilled, on average,
within six to twelve months. Revenue for sales of zero emission buses is recognized over time when the
Group produces a bus without an alternative use which the Group is contractually obligated to deliver and
for which the Group has an enforceable right to payment for performance completed to date. The revenue
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
67
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
relating to work in progress is recognized in the statement of profit or loss based on percentage of comple-
tion of the project. The stage of completion is assessed by reference to the proportion of costs recorded
in relation to the total expected costs to the extent that the costs incurred are representative of the prog-
ress made in the transfer of goods/services to the client. Inefficiencies are disregarded in determining the
stage of completion. In-progress contracts are recorded as contract assets.
Although the buses the Group manufactures will always maintain a certain level of customization, the
Group’s product design and processes reached a more standardized state. Due to this (product) develop-
ment, Ebusco is now able to redirect the bus for another use without incurring significant costs to rework
the asset. For such bus contracts, the Group recognizes revenues at a point in time when control of the bus
transfers to the customer, which is generally upon customer acceptance. The assessment of whether an
asset has an alternative use to the Group is made at contract inception. In-progress contracts for which
revenue is recognized at a point in time are recorded as work-in-progress (under inventories) to the extent
the costs are recoverable.
2
Contracts for charging systems and ancillary services and goods: the Group also sells items and services
in addition to its zero emission buses. These goods and services consist of additional parts for the Group’s
buses or represent services, including repair and maintenance services, and service type warranty, which
support the customer’s use of zero emission buses sold by the Group. Revenue is recognized either at a
point in time or over time based on the nature of the good or service in accordance with the Group’s revenue
recognition policy. Typically, spare parts and charging systems are recognized at a point in time whilst
services are recognized over time. If applicable, service-type warranties are accounted for as separate
performance obligations in accordance with IFRS 15 and are recorded as contract liabilities (as appro-
priate) and recognized as the Group performs its obligation.
3
Contracts from the sale of energy storage systems: as part of the Group’s vision of a complete EV ecosystem
from start to finish, it has developed both Energy Storage Systems (ESS) and Mobile Energy Containers
(MEC). Whereas the ESS can be used for grid alignment, the MECs can be used for hybrid electric barges.
Revenue is recognized at a point in time for both the ESS as the MEC. For financial year 2024, revenue is
recognized solely for the sale of ESS.
The accounting policies regarding trade receivables, contract assets, and contract liabilities are set out in
the corresponding notes (refer to Note 15 for trade receivables and below for contract assets and liabilities).
TRANSACTION PRICE AND STAND-ALONE SELLING PRICES
Transaction prices are determined per individual contract, based on goods and services ordered by each
customer. Payment terms vary per contract. The performance obligation that significantly affects the deter-
mination of the transaction price is the supply of zero-emission buses. Revenue is either recognized at a point
in time when control of the buses is transferred to the Group’s customers or recognized over time.
CONTRACT ASSETS AND CONTRACT LIABILITIES
The Group recognizes a contract asset for services or goods transferred to a customer to which the Group
has a right to receive consideration. The Group reclassifies contract assets to trade receivables when perfor-
mance obligations are satisfied and the right to consideration becomes unconditional.
The Group recognizes a contract liability when a payment is received from a customer or is due before the
Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group
performs its obligations.
Contract assets and receivables generally have a term of less than 12 months.
SEGMENT REPORTING
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses. The operating results of each segment are regularly reviewed by the entity’s
Chief Operating Decision Maker (“CODM”) in order to make decisions about resources to be allocated to the
segment and assess its performance and for which discrete financial information is available. The Group
reports separate information about an operating segment if the reported revenue, profit or loss or assets
exceed 10 per cent of the total of the Group, or if the Management Board believes that information about the
segment would be useful to the users of the financial statements.
EMPLOYEE BENEFIT EXPENSES
Employee benefits are all forms of consideration given by the Group in exchange for services rendered by
employees or for the termination of employment.
Short-term employee benefits are employee benefits (other than termination benefits) that are expected to
be settled wholly before twelve months after the end of the annual reporting period in which the employees
rendered the related service.
Post-employment benefits are employee benefits (other than termination benefits and short-term employee
benefits) that are payable after the completion of employment.
GOVERNMENT GRANTS
Government grants are recognized where there is reasonable assurance that the grant will be received and
all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as
income on a systematic basis over the periods that the related costs, for which it is intended to compensate,
are expensed. When the grant relates to assets, it shall be presented in the statement of financial position by
deducting the grant in arriving at the carrying amount of the asset.
SHARE-BASED PAYMENTS
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments
at the grant date. The fair value is included in employee benefit expenses in the vesting period during which
the expected employee services are received. The same amount is credited to shareholders' equity. The
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
68
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
cumulative expenses recognized for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of
equity instruments that will ultimately vest.
Ebusco has opted to recognize the increase in equity as a result of the equity-settled share-based payment
transactions in other capital reserves.
Service conditions are not taken into account when determining the grant date fair value of awards, but the
likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of
equity instruments that will ultimately vest. No expenses are recognized for awards that ultimately do not vest
because service conditions have not been met.
PENSIONS
The Group has a defined contribution plan (which is capped at an annual pensionable salary of €115).For the
defined contribution plan, the group pays contributions to a public or privately administered pension insur-
ance plan on a mandatory or contractual basis. The Group has no legal or constructive obligations to pay
additional contribution if the fund does not hold sufficient assets to pay all employees the benefits relating
to the employee service in the current and prior periods. The contribution is recognized as employee benefit
expense when it is due. Prepaid contribution is recognized as an asset to the extent that a cash refund or a
reduction in the future payments is available and can be contractually enforced.
OTHER OPERATING EXPENSES
Other operating expenses are recorded on a historical basis and allocated to the reporting period when they
occur.
FINANCE (INCOME)/EXPENSE
The costs are determined on a historical basis and allocated to the reporting period to which they relate.
INCOME TAX
CURRENT INCOME TAX
Current tax is the expected tax payable/receivable on the taxable income or loss for the year, using appli-
cable tax rates at the end of the reporting period, and any adjustment to tax payable/receivable in respect of
previous years.
DEFERRED INCOME TAX
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets
are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be used. Future taxable
profits are determined based on the reversal of relevant taxable temporary differences. If the amount of
taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable
profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans
for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions
are reversed when the probability of future taxable profits improves.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when
they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty
related to income taxes, if any.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which
the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred
tax liabilities or assets are expected to be settled or recovered.
EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. The calculation for
the earnings per share is as follows:
• Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent
by the weighted average number of ordinary shares outstanding during the year.
• Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordi-
nary shares.
PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment (“PPE”) are stated at historical cost less accumulated depreciation
and any accumulated impairment losses.
Items of PPE are depreciated over their useful life on a straight-line basis. Any change in the useful life and
depreciation period shall be accounted for as a change in accounting estimates. PPE is tested for impairment
whenever events or changes in circumstances occur indicating that the carrying amount may not be recov-
erable.
PPE includes equipment and office inventory, transportation and assets under construction. The estimated
useful life of the aforementioned PPE is between 3 and 5 years. Assets under construction refer to assets
which are not available for use yet and therefore not depreciated.
For right-of-use assets reference is made to the accounting policy of Leases.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
69
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
INTANGIBLE ASSETS
The intangible assets for the Group consist of goodwill, development assets, software and assets under
construction.
BUSINESS COMBINATIONS AND GOODWILL
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable net assets
acquired at the acquisition date. All business combinations are accounted for by applying the acquisition
method as at the acquisition date.
Goodwill is measured as the difference between:
• the aggregate of the (a) the value of the consideration transferred (generally at fair value), (b) the amount of
any non-controlling interest and (c) in a business combination achieved in stages, the acquisition-date fair
value of the acquirer’s previously held equity interest in the acquiree, and
• the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating
units and is not amortized but tested annually for impairment.
DEVELOPMENT ASSETS
Development assets are internally generated intangible assets. The costs capitalized consist of salaries,
materials and services directly attributable to the development activities.
Development expenditures on an individual project are recognized as an intangible asset when the Group can
demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• Its intention to complete and its ability and intention to use or sell the asset
• How the asset will generate future economic benefits
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less
any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when
development is complete and the asset is available for use. It is amortized over the period of expected future
benefit. During the period of development, the asset is tested for impairment annually. Impairment assess-
ments have been performed and no indications of impairment have been identified.
Research costs are expensed as incurred.
AMORTIZATION AND IMPAIRMENT TESTING
Goodwill is subject to annual impairment testing, irrespective of whether indications of impairment exist.
Goodwill allocated to a cash-generating unit (“CGU) is impaired when its carrying amount of the cash-gener-
ating unit exceeds the recoverable amount. The recoverable amount is, in turn, defined as the higher of the
fair value less cost of disposal and the value in use; where the value in use is the present value of the future
cash flows. In the value in use model estimates of future cash flows shall only include projections of cash
inflows from the continuing use of the asset. The fair value less cost of disposal shall be determined in accor-
dance with the fair value accounting policy.
Any intangible asset not yet available for use must be tested annually because its ability to generate suffi-
cient future economic benefits to recover its carrying amount is usually subject to greater uncertainty before
the asset is available for use than after it is available for use. For intangible assets which form part of the
assets within a CGU the procedures relevant to testing a CGU as set out above apply.
Intangible assets with finite lives are amortized over the useful economic life on a straight-line basis and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
amortization period and the amortization method for an intangible asset with a finite useful life are reviewed
at least at the end of each reporting period. The intangible assets are amortized over a period of 3-5 years.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are considered to modify the amortization period or method, as appropriate, and are
treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives
is recognized in the statement of profit or loss.
INVESTMENT IN ASSOCIATES
ASSOCIATES
Associates are all entities over which the group has significant influence but not control or joint control. This
is generally the case where the group holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method of accounting (see below), after initially
being recognized at cost.
On acquisition of the investment, any difference between the cost of the investment and the entity’s share of
the net fair value of the investee’s identifiable assets and liabilities is accounted for as follows:
a Goodwill relating to an associate or a joint venture is included in the carrying amount of the investment.
b Any excess of the entity’s share of the net fair value of the investee’s identifiable assets and liabilities over
the cost of the investment is included as income in the determination of the entity’s share of the associate
or joint venture’s profit or loss in the period in which the investment is acquired.
EQUITY METHOD
Under the equity method of accounting, the investments are initially recognized at cost and adjusted there-
after to recognize the group’s share of the post-acquisition profits or losses of the investee in profit or loss,
and the group’s share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in
the carrying amount of the investment.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
70
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, the group does not recognize further losses,
unless it has incurred obligations or made payments on behalf of the other entity.
Unrealized gains on transactions between the group and its associates and joint ventures are eliminated to
the extent of the group’s interest in these entities. Unrealized losses are also eliminated unless the transac-
tion provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted
investees have been changed where necessary to ensure consistency with the policies adopted by the group.
The carrying amount of equity-accounted investments is subject to impairment testing. After application
of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its
investment in its associate or joint venture. At each reporting date, the Group determines whether there is
objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence,
the Group calculates the amount of impairment as the difference between the recoverable amount of the
associate or joint venture and its carrying value, and then recognizes the loss within ‘Share of profit of an
associate and a joint venture’ in the statement of profit or loss.
NON-CURRENT FINANCIAL ASSETS
Financial assets are initially recognized at fair value and subsequently measured at amortized cost less
impairments based on the general expected credit loss approach. The Group’s non-current financial assets
consist of long-term deposits.
INVENTORIES
Inventories are assets sold in the ordinary course of business. Inventories are measured at the lower of cost
and net realizable value. The cost price of the inventory is determined based on the first-in, first-out method.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale.
TRADE RECEIVABLES
Trade receivables are classified at amortized cost, initially recognized at transaction price and subsequently
measured at amortized cost less impairments based on the simplified expected credit loss (ECL) approach for
trade receivables that do not contain a significant financing component.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures
and control relating to customer credit risk management. Credit quality of a customer is assessed based on
individual credit limits which are defined in accordance with this assessment. Outstanding customer receiv-
ables and contract assets are regularly reviewed.
The Group applies the simplified expected credit loss approach using a provision matrix based on historic
inputs to determine the expected losses. This approach takes into account forward looking information that
might have an impact on the way the trade receivables will be settled in the future. The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and supportable information that is
available at the reporting date about past events, current conditions and forecasts of future economic condi-
tions. Generally, trade receivables are written-off if past due for more than one year and which are not subject
to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial assets. The Group evaluates the concentration of risk with respect to trade receivables
and contract assets as low, given its customers profile.
OTHER CURRENT FINANCIAL ASSETS
Other receivables and accrued assets are initially recognized at fair value and subsequently measured at
amortized cost less impairments based on the simplified expected credit loss approach.
CASH AND CASH EQUIVALENTS
The Group considers cash and cash equivalents the cash at bank and in hand, bank balances and deposits
with terms of less than three months. Due to the short term and the fundamentally lower credit risk of the
financial instrument, it is assumed that their fair values are equal to the carrying amounts.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Further disclosures relating to impairment of non-financial assets are also provided in the following
accounting policies:
• Property, plant and equipment
• Intangible assets, including goodwill
• Right-of-use-assets
• Significant accounting judgements, estimates and assumptions (note 3)
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the
asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less
costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or groups of
assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used. These calcu-
lations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other
available fair value indicators.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are
prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets
and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and
applied to project future cash flows after the fifth year.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
71
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognized impairment losses no longer exist or have decreased. If such indication
exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment
loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount
of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such
reversal is recognized in the statement of profit or loss.
The Group assesses where climate risks could have a significant impact, such as the introduction of emis-
sion-reduction legislation that may increase manufacturing costs. Although the introduction of such legis-
lation would also result in a higher demand for the Group, these risks in relation to climate-related matters
would be included as key assumptions where they materially impact the measure of recoverable amount.
These assumptions have been included in the cash flow forecasts in assessing value-in-use amounts.
EQUITY
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of the ordinary
shares are netted, net of tax, from the proceeds.
The Group evaluates its equity instruments, including its preferred shares. Certain instruments contain
aspects which would require their classification as either liabilities or compound instruments which would
contain both equity and liability components, including whether or not the Group has a contractual obligation
to deliver cash or financial asset to another party. Equity classification is only appropriate if the Group has an
unconditional right to avoid delivering cash or other financial instruments.
NON-CURRENT FINANCIAL LIABILITIES (NON-DERIVATIVES)
Financial liabilities (non-derivatives) are initially measured at fair value less transaction costs and subse-
quently measured at amortized cost.
LEASES (THE GROUP AS A LESSEE)
The Group assesses whether a contract is or contains a lease at the inception of the contract to determine
whether an asset is identifiable, and the lessee has control to direct its use, and receives all economic bene-
fits related to the asset.
The Group recognizes a right-of-use asset (“ROU asset”) and a corresponding lease liability with respect to all
lease arrangements in which it is a lessee. The lease liability is initially measured by calculating the present
value of all future lease payments, discounted by the incremental borrowing rate. All future lease payments
are fixed in nature with exception of yearly indexations. The interest on the lease liability for each period from
the discount rate is recognized in the profit or loss statement for the year. At initial recognition, the ROU asset
amounts to the initial lease liability adjusted for any initial direct costs or the expected costs for dismantling.
In case of changes in the lease term or other conditions, the Group will reassess the discount rate and the
remaining lease payments. The Group shall remeasure the carrying amount of the lease liability to reflect a
reassessment or lease modification, using a revised discount rate, if any.
ROU assets are depreciated on a straight-line basis over the shorter of the lease term and useful life and
tested for impairment whenever events or changes in circumstances indicates that the carrying amount may
not be recoverable.
PROVISIONS
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to
a provision is presented in the statement of profit or loss net of any reimbursement. By nature, provisions
include uncertainty and if the actual outcome differs from the assumptions, the estimated provision will be
revised, and this could have an effect on the financial position and results of the Group.
PROVISION FOR WARRANTIES
Provisions for warranties are recognized when: (a) the Group has a present legal or constructive obligation as
a result of past events; (b) it is probable that an outflow of resources will be required to settle the obligation;
and (c) the amount can be reliably estimated.
Assurance-type warranties are not distinct within customer contracts. Service-type warranties are accounted
for as separate performance obligations in accordance with IFRS 15 and are recorded as contract liabilities
(as appropriate) and recognized as the Group performs its obligation.
Provisions related to assurance-type warranties are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the obligation.
PROVISION FOR ONEROUS CONTRACTS
If the Group has a contract that is onerous, the present obligation under the contract is recognized and
measured as a provision. However, before a separate provision for an onerous contract is established, the
Group recognizes any impairment loss that has occurred on assets dedicated to that contract. An onerous
contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because
it has the contract) of meeting the obligations under the contract exceed the economic benefits expected
to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the
contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure
to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both
incremental costs and an allocation of costs directly related to contract activities).
RESTRUCTURING PROVISIONS
Restructuring provisions are recognized only when the Group has a constructive obligation, which is when: (i)
there is a detailed formal plan that identifies the business or part of the business concerned, the location and
number of employees affected, the detailed estimate of the associated costs, and the timeline; and (ii) the
employees affected have been notified of the plan’s main features.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
72
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
CURRENT FINANCIAL LIABILITIES (NON-DERIVATIVES)
The financial liabilities (non-derivatives) are initially measured at fair value and subsequently at amortized
cost. The fair value of the current financial liabilities approximates the book value due to its short-term nature.
CURRENT FINANCIAL LIABILITIES (DERIVATIVES)
The financial liabilities (derivatives) are initially measured at fair value and subsequently through profit or
loss.
RELATED PARTY TRANSACTIONS
A related party is a person or an entity that is related to the reporting entity:
• A person or a close member of that person’s family is related to the Group if that person has control, joint
control, or significant influence over the Group or is a member of its key management personnel.
• An entity is related to the Group if, among other circumstances, it is a parent, subsidiary, fellow subsidiary,
associate, or joint venture of the Group, or it is controlled, jointly controlled, or significantly influenced or
managed by a person who is a related party.
A related party transaction is a transfer of resources, services or obligations between a reporting entity and a
related party, regardless of whether a price is charged.
The Group discloses the nature of the related party relationship as well as information about the transac-
tions and outstanding balances necessary for understanding of the potential effect of the relationship on the
financial statements. These disclosures are made separately for each category of related parties.
Key management personnel are those persons having authority and responsibility for planning, directing,
and controlling the activities of the Group, directly or indirectly, including any directors (whether executive or
otherwise) of the Group.
COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES
Contingent liabilities and assets do not meet the recognition criteria.
The Group discloses a contingent liability if there is a possible obligation that arises from past evens and
whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future
events that are not wholly within the control of the Group. The liability is not recognized because it is not
probable that an outflow of resources will take place to settle the obligation, or the amount of the obligation
cannot be measured with sufficient reliability. When the possibility of an outflow of resources is remote, no
contingent liability is disclosed.
The Group discloses a contingent asset if there is a possible asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Group. The asset is only disclosed when the possibility of an inflow of
resources is probably.
2.5 CHANGES IN ACCOUNTING POLICIES
The Group has consistently applied the accounting policies to all periods presented in these Consolidated
Financial Statements. A number of new standards and amendments are effective as from 1 January 2024.
They do not have a material effect on the Group’s Consolidated Financial Statements. These new standards
and amendments are as follows:
• Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
• Classification of Liabilities as Current or Non-current - Amendments to IAS 1
• Non-current Liabilities with Covenants - Amendments to IAS 1
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS
Below is a summary of the Group’s significant accounting judgements, estimates, and assumptions.
REVENUE FROM CUSTOMER CONTRACTS
In determining the stage of completion, the Group makes a critical estimate of the remaining cost. This esti-
mation requires a consistent judgment (forecast) of the final outcome of the project, including costs to come
and variance analyses of divergences compared with earlier assessment dates. Estimates are an inherent
part of this assessment and actual future outcome may deviate from the estimated outcome. Historical expe-
rience has also shown that estimates are, on the whole, sufficiently reliable. Estimates and judgements are
made relating to a number of factors when assessing contracts. These primarily include the program of work
throughout the contract period and an assessment of future costs after considering any changes in the scope
of work. The Group reviews its estimates for its contracts with customers for buses, which are recorded under
the percentage of completion method and, based on the data available to the Group, may record adjustments
to its calculations as appropriate.
Additionally, a significant estimate is applied in the determination of revenue relates to variable consider-
ations inherent in certain customer contracts. Variable considerations mainly refers to maintenance and
repair contracts and penalties arising from late deliveries which may impact the transaction price. The
estimation of variable consideration requires judgment based on the assessment of expected outcomes,
including consideration of historical experience, current contractual terms, and future events that may affect
the amount of consideration to which the Group expects to be entitled. Changes in the estimate of variable
consideration are recognized as adjustments to revenue in the period in which the estimate changes. Such
adjustments may result from changes in circumstances, including changes in the Groups’ expectations
regarding the likelihood or amount of variable consideration or changes in the underlying assumptions used
in the estimation process. Reference is made to Note 5.1 for further details.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
73
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
IMPAIRMENT OF GOODWILL
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be
impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group
of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in
future periods.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less
costs of disposal calculation is based on the fair value hierarchy that categorizes the inputs of valuation
techniques used to measure fair value into three levels. Level 3 input is a Discounted Cash Flow (“DCF”) model
in which the cash flows are derived from the forecast for the next five years and includes the cash flows of
the future investments that will enhance the performance of the assets of the CGU being tested. As the Group
continues to invest significantly in the future growth, the fair value less costs of disposal model is considered
the most reliable estimate of the price at which an orderly transaction to sell the asset would take place
between market participants at the measurement date under current market conditions. The recoverable
amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows
and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other
intangibles with indefinite useful lives recognized by the Group. The key assumptions used to determine the
recoverable amount, including a sensitivity analysis, are disclosed and further explained in Note 12.
ESTIMATION USEFUL LIFE OF INTANGIBLE ASSETS
The Group has made a significant estimate of the useful life of Development assets and Software. Uncertainty
about this estimate could result in significant changes in the reported amount of amortization expenses and,
subsequently, in result for the year. The estimated useful life of intangible assets is between 3 - 5 years.
Reference is made to Note 12.
PROVISION FOR WARRANTIES
Typically the Group provides a 2 year assurance-type warranty on the buses that it sells to customers. The
Group generally bears the risk that products/components will bear any manufacturing defect and/or defect
in material. Back-to-back warranty from suppliers may only apply as additional assurance in case the Group
can, for whatever reason, not fulfil their liabilities of the battery warranty to the customer. In addition, the
Group generally has back-to-back guarantees in place for key spare parts.
The production of zero emission buses is based on new technology for a relatively small customer base for
which relatively limited historical information regarding warranty expenses is available, whether from the
Group’s experience or based on similar publicly available information from industry peers. A warranty provi-
sion is recognized for the products sold to which the warranty period has not yet expired. The Group included
the best estimate of the projected costs to repair or replace items under warranties and recalls if identi-
fied. These estimates are based on actual historical warranty claims incurred to date and an estimate of the
nature, frequency and costs of future claims. These estimates are inherently uncertain given the relatively
short history of sales and products and the lack of historical data for the full warranty period and for all prod-
ucts. Changes to the historical or projected warranty experience may cause material changes to the warranty
provision in the future. Further details are disclosed in Note 22.
CONVERTIBLE BOND
Determining the fair value of the embedded derivative within the convertible bond at the reporting date is
considered a significant estimate. Significant assumptions used in the fair value analysis include the Group’s
share price, volatility rate, risk-free rate and expected dividend yield. For further elaboration the Group refers
to Note 19 in the financial statements.
NET REALIZABLE VALUE
The determination of the net realizable value of inventory is a critical accounting estimate that involves
judgement, particularly in assessing whether inventory items are sold below cost mostly due to obsolescence
or (customer specific) slow-moving stock. At each reporting date, the Group reviews its inventory to determine
whether it is carried at the lower of cost and net realizable value. This assessment requires management to
make assumptions regarding the expected value and applicability of its inventory. The Group has considered
the impact of cancelled contracts and the results of inventory sales in estimating the net realizable value of
inventory. Any changes in these assumptions could result in further adjustments to the carrying amount of
inventory in future periods.
4. CAPITAL CONTRIBUTION IN ZERO EMISSION
SERVICES (ZES) B.V.
Ebusco Energy B.V. acquired an additional 0,17% of the voting shares of Zero Emission Services B.V., a provider
of all-in concepts for emission-free inland shipping in the Netherlands, for an amount of €1,645 in May 2024.
The Group accounts for this as an investment in an associate over which the Group has significant influence.
The investment in ZES is accounted for using the equity method in the consolidated financial statements. At
acquisition date, the additional investment of €1,645 to achieve a shareholding of 49,56% (2023: 49,39%) is
accounted for at costs. Reference is made to Note 13 for subsequent measurement.
5. REVENUE, COST OF MATERIALS AND SEGMENT REPORTING
The activities of the Group primarily consist of the sale of zero emission buses and ancillary services and
goods, including charging systems, related to the electric vehicle ecosystem.
5.1 REVENUE
REVENUE FROM CONTRACTS WITH CUSTOMERS
The Group earns the majority of its revenue from its single performance obligation of the sale and supply of
zero emission buses. The other primary performance obligations include a sale and supply of zero emission
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
74
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
bus chargers, a guarantee to provide a complete change of batteries, repair and maintenance services and
extended warranty. Performance obligations for other services and goods, including supply of bus charging
systems, are ancillary and supportive of the performance obligation of the sale and supply of zero emission
buses. In addition, the Group earns revenue from its sale of energy storage systems.
During the financial year ended 31 December 2024, the Group recognized a revenue reversal of €16 million,
initially recorded in the financial year ended 31 December 2023, following the cancellation of certain bus
contracts. These cancellations occurred as a result of the Group's failure to deliver the contracted buses within
the required timeframe, giving the customers the right to terminate the contracts without further compensa-
tion to the Group. In 2023, the Group evaluated the relevant contracts and concluded that revenue should be
recognized over time for all of them, including those that were subsequently terminated. All contract termina-
tions were accounted for prospectively as the terminations were formally communicated and agreed by both
Ebusco and the respective customers in the second half of 2024. This resulted in negative revenue from the
sale of zero emission buses for the year ended 31 December 2024. Finally, at 31 December 2023, the Group
did not consider a significant reversal to be highly probable as it had not received any indication of contract
cancellations. Furthermore, the Group does not a significant reversal to be probable in 2025 as, based upon
its current contract assessments, all revenue from the supply of zero emission buses is recognized at a point
in time which is upon customer acceptance.
Finally, the Group recorded app. €18 million of revenues in the first half of 2024 which were reversed following
the referred to contract cancellations.
The breakdown of the revenue based on type is presented below:
Revenue type(Unaudited) 2024 2023Revenue from zero emission buses – excluding reversals 12,850 92,115Reversed 2023 revenue from zero emission buses – cancelled contracts (16,156) -Revenue from charging systems and ancillary services and goods 13,726 10,127Revenue from energy storage systems 245 198Total 10,665 102,440
Revenue recognized over time pertains to contracts for the sale of zero-emission buses and related support
services, where, upon contract assessment, the Group determined that the buses have no alternative use
beyond their manufacture for the specific customer and that the Group possesses an enforceable right to
payment under the contract. Conversely, revenue recognized at a point in time primarily arises from contracts
for the sale of charging systems, spare parts, and energy storage systems. Additionally, revenue is recog-
nized at a point in time for contracts involving the sale of zero-emission buses where, at contract inception,
the Group assessed that the buses have an alternative use beyond the specific customer.
Revenue recognition(Unaudited) 2024 2023Revenue recognized over time17,218 96,456Reversed 2023 over time revenue – cancelled contracts(16,156) -Revenue recognized at point in time9,603 5,984Total 10,665 102,440
As at 31 December 2024 the remaining performance obligations amount to €19.4 million (2023: €72.2
million). The Group estimates 12% (2023: 70%) of these anticipated revenues are expected to be recognized
during the next 12 months. This revenue relates primarily to customer contracts for zero emission buses.
In general the Group is exposed to penalty clauses for late delivery of the buses under its sales contracts.
These penalties are generally capped at a percentage of the contractual selling price. As the Group experi-
enced operational standstills due to its liquidity shortages during 2024 which resulted in delay in its delivery
schedule, it could face penalty charges for late delivery. At 31 December 2024, the Group concluded that it
is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
Reference is made to Note 22 for further details of the provision recorded for assurance-type warranties
under customer contracts.
CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets / (liabilities) – 31 December(Unaudited) 2024 2023Contract assets (positive balance of work in progress)7,569 67,640Contract liabilities (negative balance of work in progress)(44,430) (18,939)Balance of contract assets and liabilities(36,861) 48,701
The contract assets balance as per 31 December 2024 is €7.6 million (2023: €67.7 million). Contract assets
are measured taking account of expected credit losses in a way similar to the method used for trade and
other receivables; no material expected credit losses haves been recorded for contract assets for the periods
presented.
Revenue received in advance (contract liability) as per 31 December 2024 amounts to €44.4 (2023: €18.9
million). The increase in the contract liabilities in 2024 is mostly explained by the upfront payment of one
customer related to the Group’s energy storage systems. The Group expects to release the contract liabilities
to profit or loss within 12 months after 31 December 2024.
5.2 COST OF MATERIALS
Cost of materials are recognized and presented in the statement of profit or loss. These costs include amounts
paid to the supplier for zero emission bus contracts, costs for parts included in zero emission bus contracts,
transportation costs, import duties and warranty expenses.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
75
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
5.3 SEGMENT REPORTING
The Group has identified the Management Board, which consists of the CEO, CFO, COO and Founder as the
chief operating decision makers (CODM). The operating results and performance of the total Group are regu-
larly reviewed by the entity’s CODM in order to make decisions about resources to be allocated to the Group.
Discrete financial information is available for the total Group. The total business of selling zero emission
buses and ancillary revenue streams from these buses has been identified as a single operating segment.
The following table summarises the Group’s geographical breakdown of its revenue, based on the location of
the external customers for the periods indicated:
Revenue – Geographical breakdown(Unaudited) 2024 2023DACH *112,561 48,959Nordics *2(9,365) 31,936Benelux4,062 17,186Spain846 1,427France2,614 2,932Rest of the World (RoW)(52) -Total10,665 102,440
*1: DACH is an acronym for Germany (D), Austria (A) and Switzerland (CH).
*2: Nordics is an acronym for Denmark, Sweden, Norway and Finland.
In 2024, the revenues from external customers attributed to the entity’s country of domicile (the Netherlands)
amounted to €4.0 million (31 December 2023: €15.8 million).
LARGE CUSTOMERS
In 2024, one customer generated 62% of the Group’s total revenue. In 2023, one customer (a different one)
generated 12% of total revenue.
6. EMPLOYEE BENEFIT EXPENSES AND REMUNERATION KEY
MANAGEMENT
EMPLOYEE BENEFIT EXPENSES AND PENSIONS
The table below gives a breakdown of the employee benefit expenses recognized in respect of short-term
employee benefits and post-employment benefits:
Employee benefit expenses (Unaudited) 2024 2023Wages and salaries 31,935 27,711Social security charges 4,948 4,586Other staff expenses 3,547 3,811Pension costs 1,907 1,573Car expenses 447 601Share based payments expenses (283) 185Total 42,501 38,467
Wages and salaries includes a research and development grant for the 3.0 bus for an amount of €600 (2023:
€347) and various other grants of €51 (2023: €188).
The increase in wages and salaries is mainly driven by the increase in average number of full-time employees
(see table below).
Car expenses relate to short-term rental expenses, fuel, insurance and repairs costs. Long-term car lease
contracts for employees are included in Note 21 – Leases.
Other staff expenses include employee costs that are not directly related to salaries and social security
charges, including travel and related expenses.
The average number of full-time employees for the period active within, respectively outside the Netherlands
is as follows:
Full-time employees(Unaudited) 2024 2023Active within the Netherlands466 476Active outside the Netherlands51 27Total517 503
SHARE BASED PAYMENTS
The Group initiated one share-based compensation plan that will be settled in ordinary shares: a ‘One-off
Appreciation and Retention Plan’. For the share-based compensation plan of the management board refer-
ence is made to Note 6.1.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
76
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Under the One-off Appreciation and Retention Plan, certain senior employees have been granted Restricted
Share Units (RSU’s) on 11 February 2022, which have vested on 11 February 2024 for the employees which
were still employed by the Group on that date.
The fair value of these share-based compensations, calculated on grant date, is based on Ebusco’s share
price (observable input).
Details of the share-based compensation plan during the year are as follows:
(Unaudited) 2024 2023Restricted Share Units (RSU’s)Number of sharesFair valueNumber of sharesFair valueOutstanding at the beginning of the year15,57022,1017,00022,10Released during the year15,5703,861,250-Granted during the year----Outstanding at the end of the year--15,75022,10
The realization of the service conditions was (rounded) 93%. Dividends declared on the underlying shares
while the RSU is unvested were nil, subsequently no amount has been deducted from the grant-date price of
the Group’s share in estimating the fair value.
6.1 REMUNERATION KEY MANAGEMENT
The Group’s key management consists of the CEO, Founder, CFO (a/i). and COO per 31 December 2024. During
2024 the former co-CEOs, CTO, CCO and HR Director also were part of the Group’s key management. Total
remuneration for the Group’s key management amounted to €3,044 for 2024 (2023: €1,638). Key manage-
ment are those persons having authority and responsibility for planning, directing and controlling the activi-
ties of the entity (directly or indirectly) including any directors.
The table below provides the remuneration of the Management Board for the years ended 31 December 2024
and 2023. The overview includes only the statutory Management Board members.
(Unaudited) 2024 2023Base Pension Sever-Other Total Base Pension Sever-Other Totalsalaryand ance com- salaryand ance com- other pay-pensa-other pay-pensa-costsments tioncostsments tionPeter 406 88 - -494410 82 - -492Bijvelds 1(Founder)Christian 225 14 - 3242- - - --Schreyer 2(CEO)Paul van - - - --73 12 - 590Beers (CFO)Björn - - - --126 5 - 6137Krook (CFO)Jurjen 445 61 173 350893 21 - 25138Jongma 3(CFO)Bob 108 25 - -356292 47 - 18356Fleuren 4(COO)Roald 187 42 225 -435Dogge 5(COO)Total 1,199 228 398 6 1,830 994 166 - 54 1,213
1 Resigned as CEO on 31 August 2024 and entered into the function of President.
2 Appointed as CEO and member of the Management Board as from 24 October 2024
3 Resigned as CFO on 30 November 2024.
4 Resigned as COO on 14 May 2024
5 Appointed as COO and member of the Management Board per 1 July 2024 and resigned on 31 December 2024
BASE SALARY
The base salary consists of the annual fixed salary. For the Group’s current CEO this also involves a prepay-
ment for this first five months of 2025.
PENSION AND OTHER COSTS
The members of the Management Board have been granted a pension allowance equal to an amount of
approximately 16% of their fixed base salary, excluding any allowances and bonus payments. Other benefits
include 25 days of paid vacation leave per calendar year. Furthermore, the members of the Management
Board receive a car allowance or company car in accordance with the Group’s car policy. The CEO furthermore
receives a housing allowance. No other benefits are granted.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
77
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
SEVERANCE PAYMENTS
The Group and its former CFO entered into a termination agreement which contained a termination fee equal
to six months’ salary, holiday allowance and pension provision. The severance payment of €173 was trans-
ferred in 2024. In addition, the Group’s former COO received a bonus prepayment of €225. The Group and the
former COO agreed to use this amount as part of the agreed upon termination agreement.
OTHER COMPENSATION
Upon his installment, the Group’s current CEO was granted a signing bonus in the form of a share package.
The package consists of 60.000 shares with a lock-up period of three years. The fair value of the signing
bonus, calculated on grant date, is based on Ebusco’s share price (observable input) and is set at €0.89 per
share. The initially granted package was issued on 24 October 2024 and will vest on 24 October 2027, only
if the CEO is still in service of the Group on that particular date. The expected realization is set at 100%. No
amount has been deducted from the grant-date price of the Group’s share price in estimating the fair value.
6.2 SUPERVISORY BOARD REMUNERATION EXPENSES
Fixed Other compensation Total(Unaudited) 2023 (Unaudited) 2023 (Unaudited) 2023202420242024In euro1Derk Haank58,000 58,000 6,347 - 64,347 58,0002Carin Gorter50,000 50,000 2,400 1,650 52,400 51,6503Jeroen Drost47,000 47,000 600 600 47,600 47,6004Ruud Spoor31,333 47,000 2,250 1,800 33,583 48,8005Roelf de Boer54,000 55,750 2,700 2,400 56,700 58,1506Saskia Schatteman31,333 40,000 1,050 900 32,283 40,900Total 271,667 297,750 9,000 7,350 286,913 305,100
1 Derk Haank has been appointed as Chair of the Supervisory Board and member of the Nomination and Remuneration Committee
2 Carin Gorter has been appointed as Chair of the Audit Committee and member of the Supervisory Board
3 Jeroen Drost has been appointed as Chair of the Nomination Committee and member of the Supervisory Board
4 Ruud Spoor resigned as a member of the Supervisory Board as per 30 August 2024.
5 Roelf de Boer has been appointed as Chair of the Remuneration Committee, member of the Audit Committee and member of the Supervisory Board
6 Saskia Schatteman resigned as a member of the Supervisory Board as per 30 August 2024.
7. OTHER OPERATING EXPENSES
Other operating expenses comprise general, distribution, marketing and other expenses.
Other operating expenses (Unaudited) 2024 2023Cancellation settlement expenses 12,105 -General expenses 11,683 7,599Temporary employees 16,600 24,696Distribution expenses 5,080 5,247IT expenses 3,796 3,584Marketing expenses 255 1,156Facility expenses 3,661 4,088Office expenses 302 384Other expenses 2,050 3,664Total other operating expenses55,53250,418
*Temporary employee expenses have been reclassified from employee benefit expenses to other operating expenses per 31 December 2024
The other operating expenses increased significantly due to the contractual (settlement) penalties the Group
incurred as a result of delayed deliveries and subsequent contract cancellations during 2024. Other general
expenses mainly include audit, advisory, insurance fees and changes to the provision for doubtful debts.
The increase in general expenses is driven by the Group incurring additional advisory expenses relative to
2023. Marketing expenses are costs which include marketing and promotional costs and costs associated
with making products available for delivery to customers. Facility expenses include costs for short-term
rent, utilities, and other non-rent related expenses associated with the Group’s facilities. Office expenses
include telecom expenses, office supplies, and subscriptions. IT expenses include software maintenance
costs and license costs, as well as other IT services. Other expenses mainly consist of various expenses that
are incurred as part of the Group’s daily operations. The Group has R&D expenditures of €53 recognized as an
expense during the reporting periods (2023: €148).
8. FINANCE EXPENSES, NET
Finance costs(Unaudited) 2024 2023Foreign currency exchange rate results, including (gains)/losses on derivatives (3,865) (220)Interest and similar expenses on loans and borrowings 7,368 1,697Interest income (79) (276)Revaluation of embedded derivative(1,200) (594)Interest on lease liabilities811 325Total 3,035 932
The foreign currency result is related to a currency swap to hedge the currency exposure of a sales contract in
Norwegian Krone. The swap expired during the previous year and the Group was not able to renew the hedge.
As the sales contract was cancelled during 2024 the gain has been recognized in the profit and loss.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
78
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
The Group issued convertible bonds in December 2023 which resulted in an increase in the interest expenses
in 2024. For the revaluation of the embedded derivative the Group refers to Note 19.
9. INCOME TAX
The major components of income tax expense for the years ended 31 December 2024 and 31 December 2023
are presented below.
Income tax expense(Unaudited) 2024 2023Current tax (expense)/benefit:Relating to current year(198) (136)Adjustment prior year- -(198) (136)Deferred tax (expense)/benefit:Relating to origination and reversal of temporary differences(477) 927Relating to tax losses42,548 26,200Relating to limitation interest deduction - -Relating to (de)recognition DTA/unrecognized DTA(42,071) (41,480)Adjustment prior year and others - 14- (14,339)Income tax (expense)/benefit reported in the statement of profit or loss(198) (14,474)
Deferred tax (expense)/benefit related to items recognized in equity during the year(Unaudited) 2024 2023Derivatives (OCI) - 332Share issuance expenses (equity)- (2,359)Deferred tax charged through equity- (2,027)
The operations of the Group are subject to income taxes in the Netherlands and in the other countries where
the Group is conducting a business.
Ebusco Holding N.V. is the head of the Dutch fiscal unity for both income tax and VAT; all Dutch subsidiaries
are part of the fiscal unity except ZES (49.56%).
A reconciliation of the statutory income tax rate of the Netherlands to the effective income tax rate is as
follows:
Effective tax rate(Unaudited) 2024 2023Accounting profit before tax(200,573) (105,659)Domestic income tax rate25.8% 25.8%Theoretical income tax (expense)/benefit51,748 27,260Tax effect of:Deviating rates7 10Share of results of an associate- -Non-deductible expenses, tax exempt income and other permanent differences- -Benefit from previously unrecognized and unused tax losses - -Effect of (de)recognition DTA/unrecognized DTA(42,071) (41,480)Effect of unrecognized and unused tax losses- -Effect of permanent differences(9,882) (256)Other effects including adjustments prior year- (8)Total income tax (expense)/benefit(198) (14,474)Effective tax rate(0,1%) (13.7%)
The enacted income tax rate in the Netherlands is set at 25.8%, similar as last year.
The effect of permanent differences relate to the goodwill impairment (for which reference is made to Note
12) and the share issuance expenses (for which reference is made to Note 18).
Non-deductible expenses, tax exempt income and other permanent differences in 2024 and 2023 mainly
include the tax effect of tax exempt income from associates, non-deductible employee benefit expenses
related share based payments, non-deductible advisory fees related to the acquisition of Zero Emission
Services B.V. and interest deduction limitations for the convertible bond including changes in the accompa-
nied embedded derivatives.
The balances and movements for current tax and deferred tax for the years ended 31 December 2024 and 31
December 2023 are presented below:
(Unaudited) As at As at 31 December Current income tax liabilities 31 December 20242023Income tax payable86 125
The deferred tax position of the Group as per 31 December 2024 and 31 December 2023 mainly relates to
tax losses carried forward, limitation of interest deduction, right-of-use assets and lease liability positions
resulting from the application of IFRS 16, the depreciation and the convertible bond. However, as a result of
the Group’s history of losses the (net) deferred tax position has not been recognized in 2024.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
79
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
(Unaudited) As at As at 31 December Deferred tax assets31 December 20242023Property, plant and equipment73 58Right-of-use assets(3,720) (4,004)Derivatives- 110Lease liabilities4,060 4,136Tax losses carried forward87,270 44,722Limitation of interest deduction 743 173Convertible bond (embedded derivative)972 1,281Convertible bond (debt)(983) (1,335)Write-off deferred tax positions(88,415) (45,141)Total net deferred tax asset- -
Changes in deferred tax assets and (liabilities), net(Unaudited) 2024 2023Carrying amount as at 1 January- 16,365Changes:Recognized in income statement- (14,339)Recognized in other comprehensive income- 332Recognized in share premium- (2,359)Other- 1Balance as at 31 December- -
Tax losses carried forward available as at 31 December 2024 amount to €338.3 million (31 December 2023:
€173.5 million) which can be carried forward indefinitely.
Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the
amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future
taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the busi-
ness plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date
and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such
reductions are reversed when the probability of future taxable profits improves.
10. EARNINGS PER SHARE
The Group’s equity structure as per 31 December 2024 consists of 65,470,708 (2023: 64,039,380) ordinary
shares with a nominal value of €0.05 (2023: €0.01).
Earnings per share can be specified as follows:
Share information (Unaudited) 2024Restated – 2023 2023Net profit attributable to ordinary shareholders (201,132) (119,159) (119,159)(in euro thousands)Weighted average number of ordinary shares for the period* 18,602,40511,843,492 59,217,462Dilutive number of shares ---Total number of dilutive ordinary shares 18,602,40511,843,49259,217,462Basic earnings per share (in euro’s)** (10.79)(10.06)(2.01)Dilutive earnings per share (in euro’s)** (10.79)(10.06)(2.01)Basic earnings per share (in euro’s)*** (10.79)(24.39)(2.01)Dilutive earnings per share (in euro’s)*** (10.79)(24.39)(2.01)
*The 5 to 1 share consolidation has been considered for the full year weighted average number of ordinary shares calculation.
**The Group’s 2023 earnings per share has been restated following the 5 to 1 share consolidation which was effectuated on 30 October 2024.
*** The Group’s 2023 earnings per share has been restated following the rights issue successfully completed on 20 November 2024.
Upon joining the Group, the current CEO received a signing bonus in the form of a share package. The package
consists of 60,000 shares with a vesting period of three years. The expected vesting is set at 100% and the
effect of the expected exercise of the shares has not been included in the dilutive earnings per share as the
earnings per share are loss making.
At 31 December 2024, 10,620,154 dilutive number of shares relating to the convertible bond (2023: 5,888,000)
have been excluded from the dilutive number of shares calculation as, due to the loss for the period, their
effect would have been anti-dilutive. Further details on the convertible bond are set out in Note 19.
In addition, the Group successfully completed a rights issue in November 2024 which involved the issuance
of 43,853,031 new ordinary shares at an issue price of €0.8209 per share, generating gross proceeds of €36
million. Prior to the issuance, the total number of outstanding shares was 14,617,677. Following the comple-
tion of the rights issue, the total number of shares outstanding increased to 58,470,708.
The theoretical ex-rights price (TERP) was calculated at €1.589 per share, and the bonus factor derived from
the rights issue is 41,25%. This results in an adjusted prior-period earnings per share (EPS) of €24.39 loss per
share based upon the restated earnings per share following the 5 to 1 share consolidation.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
80
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
11. PROPERTY, PLANT AND EQUIPMENT
Equipment Trans-Assets under Totaland office portationconstructionProperty, plant and equipmentinventoryBalance as of 1 January 2024Cost 21,321 6,123 5,304 32,748Accumulated depreciation(5,573) (4,776) - (10,349)Net book value15,747 1,347 5,304 22,398Change in net book value:Additions1,026 45 2,086 3,157Disposals- - (18) (18)Transfer to inventory- - (7) (7)Transfer from assets under construction2,775 1,157 (3,932) -Depreciation(4,548) (620) - (5,167)Impairment(5,524) (139) (2,722) (8,385)Translation differences1 - (3) (2)Total changes(6,246) 433 (4,881) (10,683)Balance as of 31 December 2024 (Unaudited)Cost 19,622 7,186 426 27,234Accumulated depreciation(10,120) (5,396) (3) (15,519)Net book value 9,502 1,790 423 11,715Balance as of 1 January 2023Cost 9,709 4,668 2,280 16,796 Accumulated depreciation(2,577) (3,900) - (6,342) Net book value7,132 1,042 2,280 10,454Change in net book value:Additions11,351 946 4,079 16,376Disposals(60) (15) - (75)Transfer to inventory- (148) (191) (339)Transfer from assets under construction321 398 (719) -Depreciation(2,996) (874) - (3,870)Impairment- - (145) (145)Translation differences- (2) - (2)Total changes8,616 305 3,024 11,945Balance as of 31 December 2023Cost 21,321 6,123 5,304 32,748Accumulated depreciation(5,573) (4,776) - (10,349)Net book value15,747 1,347 5,304 22,398
The Group has performed an assessment with regard to its property, plant and equipment assets, espe-
cially considering the transitioning from an Original Equipment Manufacturer (OEM) to an Original Equip-
ment Designer (OED) model. This strategic shift involves Ebusco focusing on designing and engineering its
buses while outsourcing the assembly process to contract manufacturers. The mentioned shift however also
results in the Group no longer requiring part of its (specialized) manufacturing equipment and machinery. The
assessment results in an impairment of €8.4 million.
12. INTANGIBLE ASSETS
Goodwill Develop-Software Assets under TotalIntangible assetsment assetsconstructionBalance as of 1 January 2024Cost 39,258 15,029 1,832 6,872 62,991Accumulated amortization - (11,519) (1,584) - (13,103)Net book value 39,258 3,510 248 6,872 49,888Change in net book value:Additions - 587 - 610 1,197Transfer from assets under construction - 982 581 (1,564) -Amortization - (1,322) (131) - (1,453)Impairment (39,258) - - (4,996) (44,254)Total changes (39,258) 247 450 (5,950) (44,511)Balance as of 31 December 2024 (Unaudited)Cost 39,258 16,598 2,415 5,918 64,190Accumulated amortization (39,258) (12,841) (1,718) (4,996) (58,813)Net book value - 3,757 697 922 5,376Balance as of 1 January 2023Cost 39,258 14,793 1,832 3,267 59,161 Accumulated amortization - (10,324) (1,231) - (11,566)Net book value 39,258 4,469 601 3,267 47,595 Change in net book value:Additions - 236 - 4,697 4,933Transfer to inventory - - - (314) (314)Amortization - (1,195) (353) - (1,548)Impairment - - - (778) (778)Total changes - (959) (353) 3,605 2,293Balance as of 31 December 2023Cost 39,258 15,029 1,832 6,872 63,002Accumulated amortization - (11,519) (1,584) - (13,114)Net book value 39,258 3,510 248 6,872 49,888
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
81
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
12.1 GOODWILL
The goodwill recognized is related to the Pondus acquisition in 2021. The Group assessed the recoverable
amount of the cash-generating unit (CGU) for annual goodwill impairment testing purposes. The CGU is the
Ebusco business in total. Impairment exists when the carrying value of an asset or cash generating unit
exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use
(VIU).
For the annual goodwill impairment analysis of 2024, the Group determined the recoverable amount of the
CGU by applying the VIU method (based on a discounted cashflow model) based on management-approved
cash flow projections for a five-year period. A terminal growth rate of 2% was applied to estimate cash flows
beyond this period, reflecting the expected long-term economic outlook and inflationary trends.
Key assumptions used in the VIU model included:
• The Group applied cashflow projections for a five-year period in its value-in-use calculation of which the first
two years are derived from its business plan and for which growth assumptions have been included for the
final three years. The growth rate assumptions are based upon published industry research.
• Cashflows beyond the five-year period have been extrapolated using an estimated 2% growth rate, which is
consistent with the growth rate disclosed in the 2023 annual report. Adjustments to growth estimates may
be necessary in the future.
• The Group assumes it is able to return to a gross margin between 30% and 35% as of FY2026. The assump-
tion is based upon the recently designed Turnaround Plan.
• The Group applied a discount rate of 20.42% and was estimated based on the weighted average cost of
capital (pre-tax WACC) for the Group of 27.36%.
As a result of the impairment test, the carrying amount, including goodwill, exceeded its recoverable amount
of €71 million. Consequently, a goodwill impairment loss of €39 million was recognized in the consolidated
statement of profit or loss for the period. The impairment is mostly the result of the Group’s revised (compared
to previous periods) forecasted bus deliveries as the Group’s order book declined following the recent contract
cancellations. Furthermore, the Group has been (and still is) faced with liquidity constraints which resulted in
production standstills during 2024. The latter is negative impacting the further roll-out of the Group’s Turn-
around Plan. Following the impairment, the carrying amount of goodwill is €0.
SENSITIVITY ANALYSIS
Management has performed sensitivity analyses on the key assumptions used in the VIU model. A further
reduction in forecast EBITDA margins or an increase in the WACC could result in additional impairment. For
example, a 1% increase in the WACC or a 0.5% reduction in forecast EBITDA margins would, respectively, result
in a €3 million and €0 million decrease in the Group’s recoverable amount.
12.2 DEVELOPMENT ASSETS
Development assets mainly refer to the design, construction and testing of a chosen alternative for the new
low floor bus which is 100% electrically powered. This project was taken into use in 2021. The Group further-
more finalized a cybersecurity certification program during 2024.
12.3 SOFTWARE
Software mainly refers to the Group’s after sales and inventory management system, acquired from and
developed by third party suppliers. In addition, the Group finalized the implementation of its Product Lifecycle
Management (PLM) system in August 2024.
12.4 ASSETS UNDER CONSTRUCTION
Assets under construction relate to the development of the Group’s energy storage systems, more specifi-
cally to a Mobile Energy Container (MEC). These containers can be used in hybrid electric barges, providing a
fully green alternative requiring significantly less fuel and emitting significantly less CO2 than conventional
diesel-powered barges.
The intangible assets which are not yet in use were tested for impairment. Due to the Group’s transition from
an OEM to an OED model it impaired the intangible assets specifically related to its in-house production
process (€ 1 million). The Group furthermore stopped the implementation of a new ERP system to which the
remainder of the impaired amount relates.
13. INVESTMENT IN AN ASSOCIATE
The Group increased its interest in Zero Emission Services (ZES) B.V. during 2024 to 49.56% (2023: 49.39%).
ZES offers a complete range of products and services, based on interchangeable battery containers charged
with renewable power, charging stations, technical support and an innovative pay per use concept for ship
owners.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
82
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
The Group’s interest in ZES is accounted for using the equity method in the consolidated financial statements.
At acquisition date, the investment is accounted for at costs, which is equal to the fair value of the Group’s
investment in ZES. The following table illustrates the summarized financial information of the Group’s invest-
ment in ZES:
first quarter of 2025 which have been considered by the Group when determining the obsolescence reserve
per 31 December 2024. The Group furthermore also planned to sell inventories not allocated to its current
orderbook during 2024. The results of this offering have also been taken into account when determining the
reserve per 31 December 2024. The write down of inventories predominantly relate to materials waiting to be
used in the production process and to a lesser extent to goods under construction and spare parts.
15. TRADE RECEIVABLES
(Unaudited) As at As at 31 December Trade receivables31 December 20242023Trade receivables 5,735 19,737Doubtful debtor provision (241) (452)Net trade debtors5,494 19,285
The doubtful debtor provision consists of a provision for individual debtors with objective evidence of impair-
ment of €228 (2023: €392) and the allowance for expected credit losses €14 (2023: €60). In total €211 (2023:
€145) has been released from the doubtful debtor provision in 2024 and no usage occurred (2023: €267).
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Due to the short duration of the receivables (average less than 3 months) the fair value approximates the
carrying value. Set out below is the information about the credit risk exposure on the Group’s trade receivables
and contract assets using the provision matrix:
31 December 2024 (Unaudited)Contract Trade receivables - Days past dueassets<30 days 30-60 60-90 >91 days TotaldaysdaysExpected credit loss rate 0,0% 0,1% 0,1% 0,1% 0,3%Estimated total gross carrying amount at default 7,569 1,717 361 403 3,2525,735Expected credit loss - 1 1 1 1013
31 December 2023 Contract Trade receivables - Days past dueassets<30 days 30-60 60-90 >91 days TotaldaysdaysExpected credit loss rate 0,05% 0,1% 0,2% 7,7% 0,2%Estimated total gross carrying amount at default 67,640 15,099 2,536 106 1,99519,737Expected credit loss 30 12 5 8 560
Investment in an associate (Unaudited) 20242023Current assets 19,030 26,964Non-current assets 28,124 6,938Current liabilities (41,012) (28,733)Non-current liabilities (5) (13)Equity 6,137 5,156Group’s carrying amount of the investment (49.56%)* 3,036 2,547Revenue from contracts with customers 509 106Cost of sales (919) (249)Administrative expenses (2,120) (1,977)Finance income 206 225Profit/(loss) before tax (2,324) (1,895)Income tax expense - -Profit/(loss) for the year (continuing operations) (2,324) (1,895)Other comprehensive income/lossTotal comprehensive income for the year (continuing operations) (2,324) (1,895)Group’s share of the loss (1,156) (871)*In 2023 the Group had a 49.39% share in ZES.
14. INVENTORIES
Inventories relate to trade goods ready for sale, materials waiting to be used in the production process and
spare parts to service zero emission electric buses sold by the Group.
(Unaudited) As at As at 31 December Inventories31 December 20242023Materials waiting to be used in the production process 78,649 96,154Goods under construction 50,441 -Spare parts 5,043 5,855Trade goods ready for sale 12,554 7,386Inventories, gross 146,678 109,395Allowance for obsolescence (29,010) (2,854)Inventories, net 117,677 106,541
The amount of write down of inventories recognized as an expense during 2024 amounts to €26 million (2023:
€2.3 million). The Group has received contract cancellation notices during the final quarter of 2024 and the
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
83
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
16. OTHER CURRENT ASSETS
(Unaudited) As at As at 31 December Other current assets31 December 20242023Taxes and social securities1,821 4,301Derivatives- 94Other accrued assets 2,051 2,685Income tax receivable21 18 Total other current financial assets3,893 7,098
Due to the short duration of the non-derivative current financial assets the fair value approximates the
carrying value.
17. CASH AND CASH EQUIVALENTS
(Unaudited) As at As at Cash and cash equivalents31 December 202431 December 2023Cash at hand0 0Cash at bank2,399 27,918Total cash and cash equivalents 2,399 27,918
The majority of commercial banks where cash and cash equivalents are held have a credit rating in the A
categories of Moody’s/S&P. No defaults occurred during the year and management does not expect any
losses from non-performance by these counterparties. The risk of default of the counterparty is assessed to
be low taking into account the credit rating. The resulting expected credit loss is estimated to be insignificant.
Ebusco maintained bank guarantee credit facilities for a total of €40 million with ING Bank N.V. (€20 million),
Coöperatieve Rabobank U.A. (€20 million) per 31 December 2024.
At 31 December 2024 an amount of €16,067 of the bank guarantee credit facilities has been utilised at ING
Bank N.V. related to outstanding letter of credit amounts (€9,675) and outstanding bank guarantees (€6,401).
In addition, an amount of €9,391 has been utilised at Coöperatieve Rabobank U.A. for outstanding letter of
credit amounts. Finally, the Group had a negative cash balance on one of its bank accounts per 31 December
2024 for an amount of €2.4 million which has been presented under the loans and borrowings for which it
refers to Note 20.
Ebusco has breached (a/o) payment obligations under the (uncommitted) bank guarantee credit facility. The
banks have therefore demanded security rights being:
• A right of pledge over the shares in Ebusco B.V.
• A right of pledge over any receivables from Ebusco B.V. and Ebusco Holding N.V.
• A right of pledge over any movable assets of Ebusco B.V. and Ebusco Holding N.V.
• A right of pledge over any intellectual property rights held by Ebusco B.V. and Ebusco Holding N.V.
Although a right of pledge over the shares in Ebusco B.V. was granted to the banks, the Group concluded that
it retained control on Ebusco B.V. as the Group (by means of its Management Board) was (and still is) making
the (key) operational and strategic decisions without interference of the banks.
At 31 December 2023 an amount of €18,125 of the bank guarantee credit facilities has been utilised at ING
Bank N.V. related to outstanding letter of credit amounts (€9,304) and outstanding bank guarantees (€8,821).
In addition an amount of €19,181 has been utilised at Coöperatieve Rabobank U.A. for outstanding letter of
credit amounts.
18. EQUITY
18.1 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE GROUP
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all
other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s
capital management is to safeguard the ability to continue as going concern and to provide return for share-
holders and benefits to other stakeholders.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions
and the requirements of the financial covenants, if applicable. To maintain or adjust the capital structure, the
Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes for managing capital during the years ended
31 December 2024 and 2023.
ISSUED AND PAID IN ORDINARY SHARE CAPITAL
The issued and paid in ordinary share capital amounts to €3,274 as at 31 December 2024 (31 December
2023: €640) based on 65,470,708 ordinary shares with a nominal value of €0.05. The Group performed a 5 to
1 share consolidation on 30 October 2024. The Group reported in its Annual Report 2023 64,039,380 ordinary
shares with a nominal value of €0.01. Following the share consolidation this has been adjusted to 12,807,876
ordinary shares with a nominal value of €0.05.
The Group issued 52,662,832 ordinary shares with a nominal amount of €0.05 during 2024. As a result, issued
and paid in ordinary share capital increased by €2,633 and share premium by €52,936 (net of share issuance
costs in the amount of €1,435 net of tax (tax rate: 25.8%).
LEGAL RESERVES
The Group has recorded cash flow reserve as a result of application of hedge accounting, linked to its foreign
currency risk management policy as at 31 December 2024 of nil (2023: €3.7 million).
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
84
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
In addition, the Group has recorded a legal (non-distributable) reserve as required by Dutch law in respect of:
• capitalized development assets excluding development assets acquired through business combinations
(classified as Other reserve) as at 31 December 2024 of €4,603 (2023: €11,609) as required by Dutch law.
• the remeasurement gain of €7,450 in 2021 as a result of remeasuring the carrying amount of its 20% invest-
ment in Pondus associates’ at fair value.
The share-based payment reserve of €3 (2023: €351) is used to recognize the value of equity-settled share-
based payments provided to the Group’s CEO. Refer to Note 6 for further details of these plans.
18.2 NON-CONTROLLING INTERESTS
The Group acquired the remaining 10% of the voting shares of Pondus Operations B.V. in February 2024 for an
amount of approximately €152 from its minority shareholders. The non-controlling interest has subsequently
been transferred to the Group’s retained earnings. The Group has subsequently merged Pondus Operations
B.V. with Ebusco B.V. as per 1 July 2024.
19. CONVERTIBLE BOND
In December 2023, the Group issued convertible bonds (‘the Bonds’) of €36.8 million to an entity managed by
Heights Capital Management LLC, a global equity and equity-linked focused investor. The Bonds were issued
at 93% par value with total net proceeds of €34.2 million and accrue interest at an annual rate of 5% payable
quarterly in arrears.
The bonds contain various conversion and redemption features. The Bonds have a maturity of three years,
and were initially repayable in 12 quarterly repayments, of principal and interest over the three-year term, in
either cash or in new ordinary shares at the Group’s option. The amortization schedule of the bonds has been
adjusted during 2024 under the existing conditions of the bond agreement and three principal payments
initially due in 2025 are scheduled to become payable on the final maturity date (21 December 2026). If in
shares, the repayment is (since November 2024) at the lower of the conversion price of (post-share consoli-
dation) €1,73602 (2023: €6.25 per share, which was pre-share consolidation) or a 10% discount to the volume
weighted average price (VWAP) in the six-day trading period prior to election date.
The bond agreement contains embedded derivatives in conjunction with an ordinary host debt facility. As
a result, the convertible bonds are shown in the Consolidated Statement of Financial Position in two sepa-
rate components, being ‘Convertible bond – debt’ and ‘Convertible bond – derivative’. At issuance, the total
inception value was €36.8 million, being the principal amount of the Bonds, with the initial carrying amount
of the debt liability element being the difference between the inception value of the convertible bond and the
fair value at inception of the derivative element. Given the option of the bondholder to convert the bond at all
times at their discretion for the conversion price, the debt and derivative liability elements have been classi-
fied as current liabilities.
The derivative element has been measured at fair value using a Black-Scholes option pricing model, which
estimates the fair value based on the underlying asset's price, volatility, time to expiration, risk-free interest
rate, and dividend yield. This therefore falls under Level 3 of the fair value hierarchy. The fair value at year-end
was measured to be €3.8 million (2023: €5 million), resulting in a revaluation gain of the derivative being
recognized of €1.2 million. The amount is recorded in the revaluation of the embedded derivative within the
Finance expenses, net (Note 8).
Significant assumptions used in the fair value analysis include the Group’s share price, volatility rate, risk-
free rate and expected dividend yield (which was set at 0%). A share price of €1.74 per share per 31 December
2024 was used in determination of the fair value of the derivative element, an increase of 10% would have
resulted in an increase in fair value by €622, while a reduction of 10% would have resulted in a decrease in fair
value of €808. A volatility of 84.0% was used in the determination of the fair value of the derivative element
per 31 December 2024, an increase of 5% would have resulted in an increase in the fair value by €305, while
a reduction of 5% would have resulted in a decrease in the fair value by €309.
The Group considers the determination of the fair value of the embedded derivative within the convertible
bond, both at inception and at the reporting date, as a significant estimate.
Convertible bond Convertible bond - debt Convertible bond – embedded derivativeBalance per 1 January 202327,920 5,560Interest expense and similar expenses241 -Principal repayments- -Revaluation of embedded derivative - (594)Balance per 31 December 202328,161 4,965Interest expense and similar expenses5,542 -Principal repayments(19,570) -Revaluation(51) (1,120)Balance per 31 December 2024 (Unaudited)14,079 3,766
20. LOANS AND BORROWINGS (LONG-TERM AND SHORT-TERM)
FINANCIAL LIABILITIES
Loans and borrowings consist of the following:
(Unaudited) As at 31 December 2024 As at 31 December 2023Loans and borrowings Non-current Current Total Non-current Current TotalDebt to credit institutions - 5,359 5,359 - 1,348 1,348Debt to a third party - 17,845 17,845 - 33,126 33,126Total -23,204 23,204-34,474 34,474
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
85
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
DEBT TO CREDIT INSTITUTIONS
The outstanding balance of €5,359 at 31 December 2023 (2023: €1,348) includes letter of credits entered
into with Rabobank and ING.
DEBT TO A THIRD PARTY
For the debt to a third party reference is made to the convertible bond under Note 19.
The following table sets out the reconciliation from the net cash flows from financing activities (excluding the
convertible bond) with the financing positions of loans and borrowings as at 31 December 2024 and 2023.
Debt to Debt to a Debt to Leases Totalcredit third party shareholdersinstitutionsBalance as at 1 January 2024 1,348 33,126 - 16,598 51,072Changes from financing cash flowsProceeds from loans and borrowings 5,359 - 5,000 - 10,359Repayment of loans & borrowings (1,348) (18,363) (5,000) - (24,711)Payment of lease liabilities - --(4,081) (4,081)Interest and similar expenses paid - (1,207)-- (1,207)Total changes from financing cash flows 4,011 (19,570) - (4,081) (19,640)Other changesAdditions and remeasurements - --11,301 11,301Disposals - --(518) (518)Finance expense/(income) - (1,253)-- (1,253)Interest and similar expense - 5,542 175 815 6,532Total liability-related other changes-4,289 175 11,598 16,062Balance as at 31 December 2024 (Unaudited) 5,359 17,845 175 24,115 47,495
Debt to Debt to a Debt to Leases Totalcredit third party shareholdersinstitutionsBalance as at 1 January 2023-486-7,761 8,247Changes from financing cash flowsProceeds from loans and borrowings 1,348 34,099 20,000 - 55,447Repayment of loans & borrowings - (486) (20,000) - (20,486)Payment of lease liabilities - - - (1,932) (1,932)Interest and similar expenses paid - - (1,076) - (1,076)Total changes from financing cash flows1,348 33,613 (1,076) (1,932) 31,953Other changesAdditions and remeasurements - (620) - 10,463 10,463Disposals - - - (20) (20)Finance expense/(income) - (594) 800 - 800Interest and similar expense - 241 276 325 601Total liability-related other changes - (973) 1,076 10,769 10,872Balance as at 31 December 2023 1,348 33,126 - 16,598 51,072
21. LEASES
(Unaudited) As at As at 31 December Lease liability31 December 2024 2023Lease liability (non-current) 19,854 14,216Lease liability (current) 4,261 2,382Total 24,115 16,598
The Group has several lease agreements in which it acts as a lessee. The main leases concern a contract
for office and manufacturing space in Deurne (the Netherlands) with a lease term of 5 years ending 30
September 2028 and a contract for the production facility in Rouen (France) with a lease term of 10 years
ending 28 August 2033. The Group also entered into a five-year lease term for a production facility in Venray
as per July 2024. The Group however decided that, due to the strategic shift from an OED to an OEM model,
it would merge both Dutch facilities. The Group therefore decided to continue in Deurne and subsequently
terminate the lease in Venray, which resulted in an impairment of €1 million.
The Group also has lease contracts which consist of cars for company personnel. The lease term for the
aforementioned lease contracts is between 4 and 5 years. No lease contracts for the personnel cars contain
an extension option. New car lease contracts and remeasurements resulted in an increase of both the ROU
asset and lease liabilities by €138 (2023: €218) and €134 (2023: €207) respectively.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
86
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
All lease contracts have fixed lease payments and are only adjusted for indexation. None of the lease agree-
ments contain a termination option.
Set out below are the carrying amounts of right-of-use assets recognized and the movements during the
period:
Right-of-use assets Land and buildings Cars TotalBalance as of 1 January 2024 15,523 380 15,902Change in net book value:Additions and remeasurements 11,166 139 11,305Disposals (420) (64) (484)Depreciation (3,302) (115) (3,417)Impairment (1,034) - (9,934)Total changes 6,409 (41) 6,369Balance as of 31 December 2024 (Unaudited) 21,930 340 22,270Balance as of 1 January 2023 6,902 353 7,255Change in net book value:Additions and remeasurements 10,245 218 10,462Disposals - (19) (19)Depreciation (1,624) (172) (1,796) Total changes 8,621 27 8,647Balance as of 31 December 2023 15,523 380 15,902
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrow-
ings) and the movements during the period the Group refers to Note 20:
Lease liabilities (Unaudited) 2024 2023As at 1 January16,598 7,761Additions and remeasurements 11,301 10,463Accretion of interest 815 325Payments (4,081) (1,932)Disposal (518) (20)As at 31 December 24,115 16,598
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases (less
than 12 months) and low-value assets. Short-term (less than 12 months) and small value lease contracts are
expensed in the statement of profit or loss and other comprehensive income on a straight-line basis over the
lease term. The amount of expense incurred in 2024 is €1.8 million in total (2023: €2.8 million). The decrease
is mostly related to the lease for the Group’s production facility in Venray which was still a short-term lease
during 2023 and therefore not accounted as a lease under IFRS 16.
The future cash outflows relating to leases that have not yet commenced are disclosed in Note 25: Commit-
ments and contingencies (if applicable).
For interest expenses on leases where the Group is a lessee, we refer to Note 8: Finance expenses, net.
22. PROVISIONS
Details of the provisions are presented in the table below:
(Unaudited) As at 31 December 2024 As at 31 December 2023Provisions Non-current Current Total Non-current Current TotalProvision for restructuring- 321 321 - - -Provision for warranties221 6,319 6,540 1,133 2,710 3,843Provision for contractual claims- 4,505 4,505 - 3,369 3,369Provision for onerous contracts- - - - 2,575 2,575Total 22211,145 11,3661,1338,654 9,787
As per below the movement schedule per provision is presented as well:
Provision Provision for Provision for Provision Totalfor restruc-warrantiescontractual for onerous turingclaimscontractsProvision movement scheduleAs at 1 January- 3,843 3,369 2,575 9,787Additions and remeasurements 321 4,177 15,041 - 19,539Usage - (568) (11,505) - (12,073)Release (912) (2,399) (2,575) (5,886)As at 31 December (Unaudited) 321 6,540 4,505 - 11,366
PROVISION FOR ASSURANCE-TYPE WARRANTIES
The Group issues diverse assurance-type warranties, wherein it typically assures the performance of deliv-
ered buses and bus-related products and rendered services for a specified period. The estimated provision for
these warranties encompasses anticipated expenses for contractual warranty claims, as well as anticipated
costs for goodwill concessions and recall campaigns. These estimates are based on actual historical warranty
claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates
are inherently uncertain given the relatively short history of sales and products and the lack of historical data
for the full warranty period and for different type of buses. Changes to the historical or projected warranty
experience may cause material changes to the warranty provision in the future. The utilization period of these
warranties is contingent on the occurrence of warranty claims and may extend throughout the entire duration
of the product warranties and the goodwill period.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
87
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
The main assumption is the expected warranty claims as a percentage of sales, which is based on the histor-
ical warranty claims for buses of which the warranty period expired at 31 December 2024. A change of the
claims as percentage of revenue by 0.25% would result in a change in the provision of €187. The effect of
discounting is immaterial.
In addition to the above, the Group recognizes additional provisions for warranty claims necessitating
repairs on multiple buses across its driving fleet. The estimated provisions are inherently uncertain as these
are determined and evaluated on a case-by-case basis based upon the readily information available. The
amounts are subject to estimation and the actual costs can deviate from the estimated provision.
PROVISION FOR CONTRACTUAL CLAIMS
The provision for contractual claims mainly refers to direct damages resulting from late deliveries and product
quality claims. Late deliveries may lead to reimbursement of costs to customers, when specified in customer
contracts. Product defect claims may involve costs associated with replacing or repairing defective products,
reimbursing customers for damages, or legal expenses related to resolving disputes. The provision is based
on the contractual obligations and the amounts claimed by third parties.
PROVISION FOR ONEROUS CONTRACTS
The two customer contracts for which the Group recognized provisions for onerous contracts as per 31
December 2023 have been cancelled during the course of 2024. The provisions have therefore been released
as per 31 December 2024.
PROVISION FOR RESTRUCTURING
On 31 December 2024 the Group announced a restructuring of its organization to optimize the organization
and change to the Original Equipment Designer (OED) model. Approximately 102 FTE’s will be impacted by
this restructuring. The restructuring provision contains employee termination benefits of which the related
cash-outflows will mostly occur in the first half of 2025.
23. TRADE PAYABLES AND OTHER CURRENT FINANCIAL
LIABILITIES
The breakdown of the trade creditors and other current liabilities is as follows:
(Unaudited) As at As at 31 December Trade payables and other current liabilities 31 December 20242023Trade payables 24,981 30,518Pension funds liabilities - 3Taxes and social securities 2,751 1,144Derivates - 81Other current liabilities 20,162 29,374Total 47,894 61,120
Trade payables are non-interest bearing and are on average settled on a 45-days term. Due to the short
duration of the payables, the fair value approximates the carrying value. The other current liabilities mostly
consists of contract cancellation settlements for which payment schedules have been agreed upon. Other
current liabilities are non-interest bearing.
24. RELATED PARTY TRANSACTIONS
The Group identifies a related party as a person or entity that is related to the Group. These include both people
and entities that have, or are subject to, the influence or control of the Group. Note 2 provides information
about the Group’s structure, including details of the subsidiaries and the holding company.
The Group engages with its shareholders in certain related party transactions disclosed in this and other
notes in these financial statements. The Group holds receivables and payables from its shareholders who
represent related parties.
Balances and transactions between the Company and its subsidiaries, which are related parties of the
Company, have been eliminated on consolidation.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
88
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Transactions and balances with related parties can be specified as follows:
Year Purchases from Interest owed Amounts owed Amounts owed related partyby/(to) related by related to related partypartiespartiesEntity / person with significant influencePeter Bijvelds Holding Erp BV (Unaudited) 2024 - (122) - -2023 - - - -ING Bank N.V. (Unaudited) 2024 - (34) - -2023 - (947) - -
SALES AND PURCHASES TO RELATED PARTIES
Ebusco increased its share in Zero Emission Services B.V. during 2024 to 49.56% (2023: 49.39%) by means of
a cash contribution of €1.645. At year-end all investments were settled with Zero Emission Services B.V. For
more background reference is made to Note 4.
Other purchases from related parties are within the normal course of the business.
INTEREST OWED TO RELATED PARTIES
During the normal course of business, the Group engages in transactions with ING Bank N.V., mainly related
to the issuance of letters of credit and bank guarantees for which it incurs interest and similar expenses. All
transactions are carried out at arms-length. During 2023 the Group incurred interest and similar expenses
mainly related to the finance facility that was entered into and repaid during the respective financial year.
Reference is made to Note 20: Loans and Borrowings.
CONVERTIBLE BOND
In December 2023, the Group issued convertible bonds (‘the Bonds’) of €36.8 million to an entity managed
by Heights Capital Management LLC, a global equity and equity-linked focused investor. The Bonds have a
maturity of three years and can either be repaid in new ordinary shares or in cash, which is at the Group’s
option. Until date, all repayment installments have been performed in new ordinary shares, thereby making it
a related party to the Group. During 2024 the Group issued 16,049,003 shares to repay the convertible bond.
For further information reference is made to Note 19: Convertible bonds.
SHAREHOLDER LOANS
The Group entered into a shareholder loan through Peter Bijvelds Holding Erp B.V. (€3,500), ING Bank N.V.
(€1,000) and VDVI B.V. (€500) for a total amount of €5,000. The respective shareholders have converted their
shareholder loan into equity by means of participation in the Rights Issue at the issue price (€0,8209 per
share). The incurred interest have been presented in the table above. The shareholder loan was carried out at
arms-length.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
For compensation of key management personnel of the Group reference is made to Note 6. Furthermore the
Group entered into the shareholder loan with Peter Bijvelds as disclosed in the previous paragraph.
25. COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS
The Group has open purchase orders for approximately €28.5 million.
OTHER DISPUTES
During December 2020, the Group delivered four buses to a customer, generating €2.0 million of revenues.
After the transfer of control of the buses, the customer’s facility experienced fire damage and the buses were
destroyed. The Group asserts that control and ownership of the buses was transferred before the event and
the amounts receivable for the delivered buses are owed to the Group. The customer disputes the Group’s
assertion and disputes the amount payable to the Group for the buses. The matter is still under dispute and
the Group plans to pursue collection of the amount receivable. The outcome is neither probable nor estimable
and no provision is recorded.
CONTINGENT ASSET
In 2021 the Group held a supplier of climate systems liable for the delivery of a non-conforming climate
system. Due uncertainty no receivable as per 31 December 2024 is recognized in the balance sheet.
26. RISK MANAGEMENT OBJECTIVES AND POLICIES
The operations of the Group expose the Group to various financial risks, including liquidity risk, market risk,
and credit risk. The risk management is the responsibility of the Management Board of the Group. The main
financial risks are described below together with the approach taken to assess and mitigate the relevant
financial risk. For a broader and more extensive description of all risks the Group faces it refers to the Risk
Management and Internal Control section in its board report.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
89
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Risk type (Unaudited) Risk description Risk assessment and mitigation Remaining riskLiquidity riskLiquidity risk is the risk that the Group is not The Group refers to Note 2.3 for further elaboration on its liquidity risk. Highable to pay its short-term liabilities.Market risksForeign exchange risk is the part of the market The Group has risk management policies and procedures in place for managing its foreign exchange risk. The foreign Limitedrisk that arises due to exposure of the Group to currencies the Group has exposure to are the Chinese Yuan (Renminbi) (RMB), Norwegian Krone (NOK), Swedish foreign currencies. This exposure arises from Krone (SEK) and Danish Krone (DKK) based on:the Group's involvement in foreign operations • Sales in NOK, RMB, SEK and DKKor trade in foreign currency (buy and sell).• Trade and other receivables denominated in NOK,, SEK, RMB and DKK • Purchases in RMB, SEK, NOK and DKK• Trade and other payables denominated in RMB, SEK, NOK and DKK For its RMB and NOK transactions the Group manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted purchases. The Group’s DKK sales are immaterial.The Group accepts the limited remaining risk.Inflation risk is the part of the market risk that The ongoing inflation is resulting in an increase in cost levels for the Group.Mediumarises due to (unexpected) price increased of The Group is continuously monitoring the development or purchase prices for goods and services required on goods and services purchased by the Group.the short, medium and long-term basis. Based on expected price development the Group engages in purchase contracts and/or strategic inventory purchases in order to mitigate the risk of unexpected price increases as much as possible.On the other hand, the Group is also able to recharge (a part of) the increase in cost levels to its customers via increased sales prices.Interest rate risk is the part of the market risk The Group is exposed to changes in interest rates resulting from the following:Limitedthat arises due to movements in interest rates.• Long term liabilities• The interest rate implicit in the leaseHowever, no long-term liabilities have variable interest rates and outstanding amounts are limited in size. The Group's cash position, due to its short-term nature, has limited exposure to interest rate risk. The resulting residual interest rate risk is considered to be limited.Order risk is the part of the market risk that the Due to the Group’s current reputation in the market as a result of the Group’s failure to timely deliver its buses HighGroup’s order intake will be less than antici-followed by contract cancellations and liquidity constraints, there is a risk that the Group’s order intake is (materi-pated.ally) below plan.Credit riskCredit risk for the Group mainly consists of the The Group reflects on the credit risks of trade debtors on a forward-looking basis, based on the simplified ECL Limiteddefault of trade debtors and contract assets.approach. Furthermore, the Group determined that the customers (municipalities) of the Group, based on historic performance and entity nature, have a low default probability. The credit risk on other financial assets is considered to be low. Therefore, the Group accepts the residual remaining credit risks.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, including interest and dividend on cumulative preference shares.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
90
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
Carrying Total Cash 0 to 3 3 to 121 - 5 years More than 5 As at 31 December 2024 (Unaudited)amountflowsmonths monthsyearsDebt to a credit facility5,359 5,359 - 5,359 - -Convertible bond 17,845 20,307 - - 20,307 -(assuming no conversion)Lease liabilities24,115 26,922 1,289 3,868 18,565 3,200Trade creditors24,981 24,981 24,981 - - -Contract liabilities44,430 44,430 - 44,430 - -Other non-current liabilities1,465 1,465 32 96 1,337Other current liabilities22,913 22,913 11,252 11,661 - -Total 141,108 146,377 37,555 65,414 40,209 3,200Derivatives - - - - - -
Carrying Total Cash 0 to 3 3 to 121 - 5 years More than 5 As at 31 December 2023amountflowsmonths monthsyearsDebt to a credit facility1,348 1,348 - 1,348 - -Convertible bond 33,126 36,800 3,067 9,200 24,533 -(assuming no conversion)Lease liabilities16,598 19,247 740 2,220 11,887 4,400Trade creditors30,518 30,518 28,777 762 979 -Contract liabilities18,939 18,939 - 18,939 - -Other non-current liabilities491 491 - - 491 -Other current liabilities30,602 30,602 28,034 2,468 100 -Total 131,622 137,945 60,618 34,937 37,990 4,400Derivatives (13) (13) 5 (18) - -
27. FINANCIAL INSTRUMENTS - HEDGE ACCOUNTING
The Group applies hedge accounting. At the moment of entering into a hedge relationship, this is documented
by the Group. By means of a test, the Group periodically assesses the effectiveness of the hedge relationship.
This may be achieved by comparing the critical characteristics of the hedge instrument with those of the
covered position or by comparing the change in fair value of the hedge instrument and the covered position.
If applicable, the ineffective share of the value adjustment of the currency futures contracts is accounted for
in the profit and loss account under financial income and expenses.
USE OF DERIVATIVES
The Group is exposed to financial market risk in the normal course of its business operations. The Group
uses derivatives for economic hedging purposes to manage its foreign currency risk. The primary objective of
the Group’s hedging activities is to manage the potential year-on-year volatility caused by foreign-currency
movements on its net earnings by hedging the anticipated net exposure of foreign currencies resulting from
foreign-currency purchases. The objective of economic hedging is to enter into positions with an opposite risk
profile to an identified risk exposure to reduce that exposure. The single risk which is being hedged is foreign
currency exchange rate risk. This risk is primarily hedged with foreign exchange forwards/swaps. The Group’s
hedging activities do not have an effect on timing or amount of forecasted transactions.
CASH FLOW HEDGE ACCOUNTING
Derivatives that qualify for hedge accounting under IFRS are classified and accounted for in accordance
with the nature of the hedged exposure and the type of IFRS hedge accounting model that is applicable. The
three models applicable under IFRS are: fair value hedge accounting, cash flow hedge accounting, and hedge
accounting of a net investment in a foreign operation. The Group applies cash flow hedge accounting to highly
probably future cash flows, namely forecasted purchases in a currency other than the Group’s functional
currency (€).
The Group enters into foreign exchange forwards and swaps to protect against volatility caused by foreign-cur-
rency movements on its net earnings by hedging the anticipated net exposure of foreign currencies resulting
from foreign-currency purchases. The Group hedges the net anticipated exposures up to the date on which
the forecasted transaction is expected to occur. The amounts and timing of future cash flows are projected
based on contractual terms. These projected cash flows form the basis for identifying the notional amount
subject to foreign currency exchange rate risk that is designated under cash flow hedge accounting. From the
derivatives, the Group decides on a contract basis to either allocate the instrument its entirety or to split the
spot and the forward element and only designate the spot element as a hedge instrument.
The Group determines an economic relationship between the cash flows of the hedged item and the hedging
instrument based on an evaluation of the qualitative characteristics of these items and the hedged risk.
The Group considers whether the critical terms of the hedged item and hedging instrument closely align
when assessing the presence of an economic relationship. The Group evaluates whether the cash flows of
the hedged item and the hedging instrument respond similarly to the hedged risk, such as changes in the
foreign exchange rates.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
91
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
At the moment of entering into a hedge relationship, this is documented by the Group. The Group periodically
assesses the effectiveness of the hedge relationship and analysis the identified potential sources of ineffec-
tiveness. The Group has identified the following potential sources of ineffectiveness:
• Differences in timing of cash flows of the hedged item(s) and hedging instrument(s);
• Incidental notional over-hedging;
• The lack of collateralisation of the derivatives, and the resulting counterparty credit risk;
• Difference between hedged on-shore and hedging off-shore foreign currency exchange rate;
• The Group assumes that the fair value of the hedging instrument is nil at inception of the hedge. Should the
fair value of the hedging instrument not be zero at the inception of the hedge, ineffectiveness may arise.
The ineffectiveness portion is accounted for in the consolidated statement of profit or loss under Finance
expenses, net.
The hedge ratio is the ratio between the amount of hedged item and the amount of hedging instrument.
The Group uses the following derivative financial instruments in a cash flow hedge accounting relationship:
(Unaudited) As at As at 31 December 31 December 20242023Carrying amount hedging instruments - 13Notional amount hedging instruments - 28,622
No derivatives were in place as at 31 December 2024.
The derivatives used for cash flow hedge accounting are included in the statement of financial position line-
item Other current financial assets respectively liabilities.
Derivatives (Unaudited) 2024 2023Other current financial assets- 94Other current financial liabilities- (81)As at 31 December- 13
The following table shows the cash flow hedge accounting impact on profit or loss and comprehensive
income, excluding tax impact:
Cash flow hedging – impact Hedging gains (+) or losses Hedge ineffectiveness recog-Amount reclassified from of hedging instruments on the (-) (OCI)nized in the statement of cash flow hedge reservestatement of profit or loss and profit or loss, gain (+) / loss other comprehensive income(-)As at 31 December 2024 (Unaudited)FX - -As at 31 December 2023FX 13 3-43
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
Fair value measurement usingFair value measurement hierarchy for Date of Total Quoted prices Significant Significant assets as at 31 December 2024 and 2023valuationin active observable unobservable markets inputs inputs (Level 1)(Level 2)(Level 3)Assets measured at fair value:Foreign exchange forward/swaps contracts (Unaudited) - - -31 December 2024Foreign exchange forward/swaps contracts 31 December 13 - 13 -2023
There were no transfers between Level 1 and Level 2 during 2024 and 2023.
The valuation technique used in the measurement of the Level 2 securities is based on observable market
data. The inputs used in the measurement represent FX and interest rate curves.
Fair value measurement usingFair value measurement hierarchy for liabi-Date of Total Quoted prices Significant Significant lities as at 31 December 2024 and 2023valuationin active observable unobservable markets inputs inputs (Level 1)(Level 2)(Level 3)Assets measured at fair value:Embedded derivative (Unaudited) 3,766 - - 3,76631 December 2024Embedded derivative 31 December 4,965 - - 4,9652023
There were no transfers between Level 1 and Level 2 during 2024 and 2023.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
92
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
The valuation technique used in the measurement of the Level 3 is based upon unobservable inputs. The
inputs used in the measurement represent the Group’s share price, volatility, time to expiration, risk-free
interest rate, and dividend yield.
28. EVENTS AFTER THE BALANCE SHEET DATE (UNAUDITED)
FINANCING DEVELOPMENTS
In the beginning of 2025 the Group obtained debt financing of €22 million in total from Green Innovation Inter-
national Co. Ltd., a Taiwanese company in the business of battery production machines (Green Innovation),
CVI Investments Inc., an entity managed by Heights Capital Management, Inc. (Heights) and De Engh B.V.
(De Engh). Green Innovation, Heights and De Engh provided a debt financing of €10.0 million, €10.0 million
and €2.0 million, respectively, to the Group (the Loans). The Group however still needs to obtain €5 million of
Green Innovation. The Loans must be fully repaid by Ebusco by 15 August 2025 and contain customary terms
and conditions for a loan of this nature. Under the Loans, €2.2 million in fees (in aggregate) will be payable on
the maturity date. In addition, Green Innovation and De Engh have agreed an option to convert the full loan
amount plus the fee at their election into Ebusco shares at any time at either (i) a conversion price of EUR
0.50 or (ii) a conversion price that is equal to the Group’s closing share price on the day that is five (5) busi-
ness days before either Green Innovation or De Engh elects to convert, as the case may be. Green Innovation
obtained the right to nominate a member to the Group’s Management Board in the event it elects to convert
the full amount of its Loan into equity.
In order to facilitate the Loan from Heights, Ebusco has agreed to an amendment of the convertible bonds
held by Heights, as follows:
• Reset of the conversion price from €1.7360 to €0.75;
• Reinstatement of the amortized payment amounts initially scheduled for payment on 21 June 2025, 21
September 2025 and 21 December 2025 (which, for purposes of the rights issue in November 2024, were
deferred to December 2026) to such dates (i.e. reversal of this deferral); and
• Extension of the equity raise reset period (being the period during which any equity raise with proceeds
exceeding €5 million causes a reset of the conversion price to the placing price of such equity raise) by 12
months from the date of the loan being advanced.
The Groups’ business model is furthermore dependent on letters of credit (LCs) from its banks (ING and Rabo-
bank) for the payment of finished products being provided to its contract manufacturers and as such allowing
the Group to receive the finished products and deliver them to customers before payment is due. Ebusco has
been in a continuous dialogue with its banks over the last weeks, which have now confirmed a continuation of
specific letters of credit facilities until 14 August 2025, subject to the satisfaction of all conditions precedent,
by which time these facilities must be fully repaid. The Group however has triggered events of default with
its existing agreement with its banks. The banks have subsequently reserved their right to not allow further
utilizations of the facilities which could, when executed, negatively impact the Group’s liquidity position and
outlook. The Group is in discussions with the banks to come to a solution but the discussions have not been
finalized yet.
Finally, at the time of the rights issue, under an investment agreement, Gotion was granted the right to appoint
one representative to the management board and one representative to the supervisory board, and the Group
was in turn required to convene an EGM for this to be voted on. This EGM was held on 26 March 2025 and the
general meeting resolved to appoint Mr. Duan Wei as member of the management board, and Mr. Chen Li as
member of the supervisory board, both conditional on conversion of €4.01 million of outstanding accounts
payable position into share, which would result in a shareholding of Gotion in the Group of just over 10%.
COURT CASE
In April 2025, one of the Group’s suppliers filed a petition for the Group’s bankruptcy due to (amongst others)
non-payment of overdue invoices. The court case is scheduled for 6 May 2025.
LOCATION DEVELOPMENTS
As part of the Group’s Turnaround Plan it decided to merge its facility in Deurne and Venray into one location.
In 2025 it reached an agreement with its landlord to terminate the lease in Venray.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
93
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
COMPANY STATEMENT OF PROFIT OR LOSS
In thousands of euro
Notes (Unaudited) 2024 2023
Other operating income
B
939 789
Total operating income 939 789
Employee benefit expenses
C
(1,833) (1,620)
Amortization and depreciation expenses (39,278) (31)
Other operating expenses
D
(4,839) (3,643)
Total operating expenses (45,950) (5,294)
Operating result (45,011) (4,505)
Finance income/(expenses), net
E
(367) 528
Result before income tax (45,378) (3,977)
Income tax credit/(expense)
F
- (2,713)
Share of result of an associate - -
Result from group companies
G
(155,302) (112,469)
Result after income tax (200,680) (119,159)
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
94
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
COMPANY STATEMENT OF FINANCIAL POSITION
Before appropriation of profit, in thousands of euro
Notes
(Unaudited) As at
31 December 2024
As at 31 December
2023
Assets
Right-of-use assets - 71
Intangible assets 28 41
Investments in group companies
G
- 128,184
Loans to group companies associates
H
5,304 4,946
Deferred tax assets
F
- -
Non-current assets 5,332 133,242
Receivables from group companies
I
111,584 81,756
Other current assets
J
1,953 174
Cash and cash equivalents
K
- -
Current assets 113,537 81,930
Total assets 118,869 215,172
Equity
Share capital 3,274 640
Share premium 388,880 337,379
Legal reserves 12,070 22,733
Other reserves 3 351
Retained earnings (175,893) (62,121)
Net result (200,680) (119,159)
Total Equity L 27,502 179,823
Lease liabilities - 63
Non-current liabilities 63
Provisions
G
71,650 -
Convertible bond – debt 14,079 28,161
Convertible bond – embedded derivative 3,766 4,965
Trade payables 937 577
Other current liabilities
M
822 1,571
Current lease liabilities - 12
Current liabilities 91,367 35,286
Total liabilities 91,367 35,349
Total equity and liabilities 118,869 215,172
Notes
(Unaudited) As at
31 December 2024
As at 31 December
2023
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
95
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS
B. OTHER OPERATING INCOME
Other operating income relates to the recharge of the remuneration expenses of the Management Board
members to Ebusco B.V.
C. EMPLOYEE BENEFIT EXPENSES
Employee benefit expenses can be specified as follows:
Employee benefit expenses (Unaudited) 2024 2023
Wages and salaries 1,785 1,189
Pension costs 167 142
Share based payments expenses (283) 185
Temporary staff 109 77
Car expenses 38 24
Other staff expenses 18 3
Total 1,833 1,620
The number of persons with an employment contract at 31 December 2024 was 3 (31 December 2023: 3),
including all members of the Management Board; all persons have their place of residence in the Netherlands
except for the CEO as his place of residence is in Germany.
Further reference is made to Note 6 of the consolidated financial statements.
D. OTHER OPERATING EXPENSES
Other operating expenses mainly consist of insurance expenses, audit and advisory fees.
A. ACCOUNTING POLICIES FOR THE COMPANY FINANCIAL
STATEMENTS
The Company financial statements of Ebusco Holding N.V. (hereafter 'the Company') have been prepared
in accordance with Part 9, Book 2 of the Dutch Civil Code. In accordance with article 362 (8), Book 2 of the
Dutch Civil Code, the Company’s financial statements have been prepared on the basis of the accounting
principles for recognition, measurement and determination of profit, as applied in the consolidated financial
statements. These principles also include the classification and presentation of financial instruments, being
equity instruments or financial liabilities.
The ordinary shares of Ebusco Holding N.V. are listed on Euronext Amsterdam.
All amounts are stated in thousands of EUR, unless otherwise stated.
The accounting policies used in the preparation of the Company Financial Statements are the same as those
used in the preparation of the Consolidated Financial Statements (in accordance with article 362 (8), Part 9
of Book 2 of the Dutch Civil Code). See the notes to the Consolidated Financial Statements.
In addition to these accounting policies, the following accounting policy applies to the Company financial
statements:
Investments in group companies are presented using the equity method. Goodwill paid upon acquisition of
investments in group companies is included in the net equity value of the investment and is not shown sepa-
rately on the face of the balance sheet. The Company recognizes a provision which makes use of the option
to eliminate intercompany expected credit losses against the book value of loans and receivables to group
companies, instead of elimination against the investments in group companies
Loans provided to group companies are stated at amortized cost, less impairment.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
96
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
E. FINANCE INCOME/(EXPENSES), NET
Finance expenses, net can be specified as follows:
Finance expenses, net (Unaudited) 2024 2023
Net foreign exchange result - (4)
Intercompany interest income 3,960 1,413
Revaluation of embedded derivative 1,200 594
Financial income 5,160 2,003
Interest expense intercompany - -
Interest expense third party (13) (277)
Interest on lease liabilities (3) (4)
Other finance expenses (5,511) (1,194)
Total (5,527) (1,475)
Finance expenses, net 367 528
F. INCOME TAX
As the Group suffered a history of losses no deferred tax asset has been recognized per 31 December 2024.
G. INVESTMENTS IN GROUP COMPANIES
Group companies are all entities (including intermediate holding companies) over which the Company has
control. The Company controls an entity when it is exposed, or has rights, to variable returns from its involve-
ment with the group company and has the ability to affect those returns through its power over the group
company. Group companies are recognized from the date on which control is transferred to the Company or
its intermediate holding entities. They are derecognized from the date that control ceases.
The Company applies the acquisition method to account for the acquisition of group companies, consis-
tent with the approach identified in the consolidated financial statements. The consideration transferred for
the acquisition of a group company or business comprises the fair value of assets transferred, the liabilities
incurred and the equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired,
and liabilities and contingent liabilities assumed, in an acquisition are initially measured at their fair values at
the acquisition date and are subsumed in the net asset value of the investment in consolidated group compa-
nies. Goodwill paid upon acquisition of investments in group companies is included in the net equity value of
the investment and is not shown separately on the face of the balance sheet. Acquisition-related costs are
expensed as incurred.
Investments in group companies are measured using the equity method. The measurement of the financial
fixed assets under the equity method is based on the measurement principles of assets, provisions and liabil-
ities, and the determination of profit as applied in the consolidated financial statements.
When group companies have an equity deficit they are measured at zero under the equity method, unless
the Company has given a liability undertaking or any other guarantee for the consolidated group company.
In case of the latter, the Company recognizes a provision in the statement of financial position equal to the
present value of the expected outflows required to settle the obligation.
The Company has direct and indirect interests in the group companies listed in Note 2 of the consolidated
financial statements. Set out below are the carrying amounts of the investment in consolidated group
companies and the movements during the period:
Investments in group companies (Unaudited) 2024 2023
As at 1 January 128,184 237,968
Foreign exchange differences 10 (13)
Non-controlling interest
(1,817)
Result of group companies (155,302) (112,469)
Reclassification to/(from) provision participations in group companies 71,763 -
Cash flow hedge, net of tax (3,580) 2,698
Goodwill impairment (39,258) -
As at 31 December - 128,184
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
97
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
H. LOANS TO GROUP COMPANIES
A loan to Pondus Operations B.V. is included of €5,500 as at 31 December 2021 including accrued interest of
€245 (interest rate: 7%). The loan to Pondus Operations B.V. has been provided in April 2021 at the time the
Company acquired 60% of the voting shares in Pondus Holding B.V. to enable Pondus Operation B.V. to redeem
the RVO loan received from the Dutch government. In 2022 part of the loan was repaid by Pondus Operations
B.V. (€1,237) and additional interest accrued of €350. In 2023, additional accrued interest amounted to €358
(2023: €333). As Pondus Operations B.V. was merged into Ebusco B.V, the loan has been adjusted towards
Ebusco B.V.
Loans to group companies can be specified as follows:
Loans to group companies
(Unaudited) As at
31 December 2024
As at 31 December
2023
Loan receivable from Ebusco B.V. 5,304 -
Loan receivable from Pondus Operations B.V. - 4,946
Total 5,304 4,946
The movement schedule of loans to group companies can be specified as follows:
Loans to group companies (Unaudited) 2024 2023
As at 1 January 4,946 4,613
Repayment - -
Interest 358 333
Total 5,304 4,946
I. RECEIVABLES FROM GROUP COMPANIES
Receivables from group companies can be specified as follows:
Receivables from group companies
(Unaudited) As at
31 December 2024
As at 31 December
2023
Current account Ebusco B.V. 109,501 78,150
Current account Pondus Operations B.V. - 1,778
Current account Ebusco Manufacturing B.V. 325 325
Current account Ebusco Energy B.V. 1,758 1,503
Total 111,584 81,756
J. OTHER CURRENT ASSETS
Other current assets as at 31 December 2024 mainly include refundable VAT of €410 (2023: €103) and
prepaid expenses of €1,357 related to insurances (2023: €71).
K. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are all freely available to the Company. The cash and cash equivalents at 31
December 2024 is nil as excess cash is paid to the cash pool in Ebusco B.V.
L. EQUITY
For a breakdown of equity attributable to equity holders, see the Consolidated Statement of Changes in Equity
and related notes including Note 18 of the consolidated financial statements.
LEGAL RESERVES
Based on Dutch law, a legal reserve needs to be established for currency translations, cash flow hedges, and
capitalized costs of development assets. The legal reserve cannot be used for dividend distribution and is
therefore restricted in usage (see paragraph below).
Legal reserves
(Unaudited) As at
31 December 2024
As at 31 December
2023
Foreign exchange differences 17 10
Hedge reserves - 3,664
Revaluation reserve 7,450 7,450
Development assets at subsidiaries 4,603 11,609
Total 12,070 22,733
LIMITATIONS IN THE DISTRIBUTION OF SHAREHOLDERS’EQUITY
As at 31 December 2024, pursuant to Dutch law, certain limitations exist relating to the distribution of share-
holders’ equity. Such limitations relate to legal reserves required by Dutch law of €12,070 (2023: €22,733).
OTHER RESERVES
In 2024 the Company established a share based payment reserve of €3 (2023: €351).
As the Company incurred a loss in 2024, it is proposed to the Annual General Meeting of Shareholders to
charge the loss attributable to the equity holders of the Group to the retained earnings and not to pay any
dividend relating to the financial year 2024.
M. OTHER CURRENT LIABILITIES
Other current liabilities as at 31 December 2024 mainly consists of expenses incurred for the placement of
payroll taxes €315 and audit fees €600.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
98
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
N. REMUNERATION KEY MANAGEMENT
Reference is made to Note C to the Company financial statements and Note 6 to the consolidated financial
statements.
O. RELATED PARTIES
In addition to Note 24 of the consolidated financial statements, all companies within the Group are also
considered to be related parties of Ebusco Holding N.V.
P. COMMITMENTS AND CONTINGENCIES
Reference is made to Note 25 to the consolidated financial statements.
Pursuant to the provisions of section 403, Part 9, Book 2 of the Netherlands Civil Code, the Company has
assumed joint and several liability for the debts arising out of legal transactions of the following group
companies:
• Ebusco B.V.
• Ebusco Energy B.V.
• Ebusco Manufacturing B.V.
• Pondus Operations B.V.
The joint and several liability for Pondus Operations B.V. ceased to exist at the time of the merger into Ebusco
B.V. as disclosed in Note 2 of the consolidated financial statements.
Being the head of the Ebusco Holding N.V. tax entity, the company is liable for the income tax and VAT liability
of the fiscal unity as a whole.
Q. DIVIDEND
No dividends have been paid in both 2024 and 2023.
R. AUDITORS’ FEES
Audit, Other assurance and Other non-audit fees incurred related to the financial years 2024 and 2023 can
be specified as follows:
(Unaudited) 2024 2023
Total fees in € ‘000
EY Accoun-
tants B.V.
EY network
firms in the
Netherlands
Total Ernst &
Young
Accountants
LLP
EY network
firms in the
Netherlands
Total
Audit services 969 - 969 681 - 681
Other assurance services - - - 60 - 60
Other non-audit services - - - - - -
Total 969 - 969 741 - 741
S. SUBSEQUENT EVENTS
For information regarding subsequent events, reference is made to Note 28 to the consolidated financial
statements.
OTHER NOTES
As approved for publication, Deurne, 30 April 2025
Management Board Supervisory Board
P.H.A.M. Bijvelds, Founder D.J. Haank, Chairman
C. Schreyer, Chief Executive Officer C.W. Gorter
M. van Maanen, Chief Operating Officer R.H. de Boer
ANNUAL REPORT EBUSCO 2024
INTRODUCTION GOVERNANCE
99
MANAGEMENT BOARD REPORT OTHER INFORMATIONFINANCIAL STATEMENTS
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
100
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
Provisions of the articles of association
relating to prot appropriation 101
Update on Independent auditor’s report 102
Shareholder information 103
Five year overview 104
Non-IFRS measures 105
Organisation Ebusco 107
CONTENT
OTHER
INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
100
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
100
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
101
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
OTHER INFORMATION
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO
PROFIT APPROPRIATION
Pursuant to article 31 of the articles of association of the Company, the Management Board, with the approval
of the Supervisory Board, may decide that profits realized during a financial year are fully or partially appro-
priated to increase and/or from reserves (article 31.1). The profits remaining shall be put at the disposal of the
General Meeting. The Management Board, with the approval of the Supervisory Board, shall make a proposal
for that purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General
Meeting of Shareholders (article 31.2).
The Company does not intend to declare or pay dividends for the financial year ending 31 December 2024 or
in the medium term.
The net loss attributable to equity holders of the Group for 2024 of €200.6 million (2023: net loss of €119.2
million) will be deducted from retained earnings.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
101
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
OUR DISCLAIMER OF OPINION
We were engaged to audit the accompanying financial statements for the financial year ended 31
December 2024 of Ebusco Holding N.V. based in Deurne, the Netherlands (the company).
The financial statements comprise the consolidated financial statements and the company financial
statements.
We do not express an opinion on the financial statements of the company. Due to the significance of the
matters described in the 'Basis for our disclaimer of opinion' section, we have not been able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements as
a whole.
The consolidated financial statements comprise:
• The consolidated statement of financial position as at 31 December 2024
• The following statements for 2024: the consolidated statements of profit or loss and other
comprehensive income, changes in equity and cash flows
• The notes comprising material accounting policy information and other explanatory information
The company financial statements comprise:
• The company statement of financial position as at 31 December 2024
• The company statement of profit or loss for 2024
• The notes comprising a summary of the accounting policies and other explanatory information
BASIS FOR OUR DISCLAIMER OF OPINION
The company faces financial difficulties and has gone through a restructuring process, including
numerous changes in staff, key management and the board of management. This further reduced the
effectiveness of the company’s (internal control over) financial reporting, which is evaluated as below par
and contains several material weaknesses. This impacted the auditability of assumptions used in
significant accounting estimates and important judgment areas as disclosed in Note 3 to the consolidated
financial statements. This also impacted our ability to obtain sufficient and appropriate audit evidence. In
addition, note 2.3 of the consolidated financial statements 2024 summarizes the material uncertainties
with regard to going concern which the company is facing.
Given the observations above, we were unable to obtain sufficient appropriate audit evidence on which to
base our opinion on the financial statements as a whole. We concluded that the possible effects on the
financial statements of potential undetected misstatements, if any, could be both material and pervasive.
Therefore, we disclaim our opinion on the financial statements as a whole, and we were unable to conclude
on the appropriateness of the management board’s use of the going concern basis of accounting in the
preparation of the financial statements.
In this context, we draw attention to Note 2.3 of the consolidated financial statements 2024 as prepared
on 30 April 2025 and section 4 of the ‘Update regarding the Annual Report for 2024’ prepared by the
management board as at 3 November 2025 (hereinafter: the Update).
The financial statements and the Update indicate the existence of a material uncertainty which may cast
significant doubt about the company's ability to continue as a going concern.
Furthermore, we have identified audit differences with regard to the financial statements as prepared on
30 April 2025. These audit differences and their impact on the financial statements are described in
sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.7 of the Update.
UPDATE ON EVENTS AND CONDITIONS SUBSEQUENT TO 30 APRIL 2025
The management board prepared and published the (unaudited) financial statements for the financial year
ended 31 December 2024 on 30 April 2025. As explained in more detail in the Update, the financial
statements do not reflect the effects of conditions or events that occurred subsequent to 30 April 2025.
Section 3 of the Update summarizes these events and conditions. Our responsibilities relating to the
Update are described in the “Report on other information included in the annual report” section of our
report.
To: the shareholders and supervisory board of Ebusco Holding N.V.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2024
INCLUDED IN THE ANNUAL REPORT
REPORT ON OTHER INFORMATION INCLUDED IN THE
ANNUAL REPORT
The annual report contains other information in addition to the financial statements and our auditor’s
report thereon.
Due to the significance of the matters described in the 'Basis for our disclaimer of opinion' section, we
have not been able to consider in accordance with Part 9 of Book 2 and Section 2:135b sub-Section 7 of
the Dutch Civil Code as to whether or not the other information:
• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the manage
ment report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and
as required by Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code for the
remuneration report.
We have identified misstatements with regard to the management board report as prepared on 30 April
2025. These misstatements are described in sections 5.1, 5.6 and 5.7 of the Update.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102-A
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
We were engaged to read the other information and, based on our knowledge and understanding to be
obtained through our audit of the financial statements or otherwise, to consider whether the other
information contains material misstatements.
The management board is responsible for the preparation of the other information, including the manage-
ment report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required
by Part 9 of Book 2 of the Dutch Civil Code. The management board and the supervisory board are
responsible for ensuring that the remuneration report is drawn up and published in accordance with
Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N, ”Assur-
ance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordings-
document” (assurance engagements relating to compliance with criteria for digital reporting). Our
examination included amongst others:
• Obtaining an understanding of the company’s financial reporting process, including the
preparation of the reporting package
• Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
• Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files, has been prepared in accordance with the technical
specifications as included in the RTS on ESEF
• Examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
AND ESEF
ENGAGEMENT
We were engaged by the management board as auditor of Ebusco Holding N.V. on 22 November 2019, as
of the audit for the year 2019 and have operated as statutory auditor ever since that date.
NO PROHIBITED NON-AUDIT SERVICES
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
EUROPEAN SINGLE ELECTRONIC REPORTING FORMAT (ESEF)
Ebusco Holding N.V. has prepared the annual report in ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of
a single electronic reporting format (hereinafter: the RTS on ESEF).
Notwithstanding our disclaimer of opinion on the financial statements as a whole, in our opinion, except
for the matters described in section 5.8 of the Update, the annual report prepared in the XHTML format,
including the (partially) marked-up consolidated financial statements as included in the reporting
package by Ebusco Holding N.V., complies in all material respects with the RTS on ESEF.
The management board is responsible for preparing the annual report, including the financial statements,
in accordance with the RTS on ESEF, whereby the management board combines the various components
into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL
STATEMENTS
RESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR THE FINANCIAL
STATEMENTS
The management board is responsible for the preparation and fair presentation of the financial
statements in accordance with International Financial Reporting Standards as adopted in the European
Union and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the management board is responsi-
ble for such internal control as the management board determines is necessary to enable the preparation
of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the management board is responsible for assessing
the company’s ability to continue as a going concern. Based on the financial reporting framework
mentioned, the management board should prepare the financial statements using the going concern
basis of accounting unless the management board either intends to liquidate the company or to cease
operations, or has no realistic alternative but to do so. The management board should disclose events and
circumstances that may cast significant doubt on the company’s ability to continue as a going concern in
the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
102-B
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
OUR RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENT
Our responsibility is to express an opinion on the financial statements based on conducting the audit in
accordance with Dutch law, including the Dutch Standards on Auditing. However, due to the matters
described in the 'Basis for our disclaimer of opinion' section, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.
We are independent of Ebusco Holding N.V. in accordance with the EU Regulation on specific requirements
regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit
firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assur-
ance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to indepen-
dence) and other relevant independence regulations in the Netherlands. Furthermore we have complied
with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional
Accountants).
Eindhoven, 3 November 2025
EY Accountants B.V.
Signed by J.C.F. Lemmens
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
103
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
SHAREHOLDER INFORMATION
SHARE INFORMATION
Ebusco Holding N.V. is listed on the ofcial stock market of Euronext Amsterdam
(EBUS.AS) since 22 October 2021. On 31 December 2024, the number of issued or-
dinary Ebusco Holding N.V. shares amounted to 65,470,708 with a nominal value
of €0.05. Each share in the capital of Ebusco Holding N.V. gives entitlement to cast
one vote.
SHARE PERFORMANCE REVIEW
The performance of Ebusco’s ordinary shares on Euronext Amsterdam:
2024 2023
Closing ordinary share price at calendar year-end (in EUR) 1.14 4.79
Highest closing ordinary share price (in EUR) 10.09 14.75
Lowest closing ordinary share price (in EUR) 0.78 4.27
Average daily trading volume (in shares) 516,807 177,027
Highest daily trading volume (in shares) 6,335,319 1,175,781
Market capitalisation (EUR million). 74.6 306.7
MAJOR SHAREHOLDERS
In line with the Dutch Financial Supervision Act,
holders of shares of Ebusco Holding N.V. are required
to update information on their holdings when they
reach, exceed, or fall below the thresholds of 3%,
5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75%
and 95% reach. As far as Ebusco is aware and on the
basis of the AFM register of substantial holdings, the
following investors held a holding of 3% or more in
Ebusco at the date of this report.
Shareholders
Participation in %*
Date of last report
ING Groep N.V. 8.89 November 2024
P.H.A.M. Bijvelds** 17.57 November 2024
Heights Capital
Management,
Inc.***
42.40 April 2025
B.V. Beleggings-
fonds “Hoogh
Blarick”****
4.36 November 2024
Gotion High-Tech
Co., Ltd.
3.30 November 2024
*
The percentages below are, to the best of Ebusco’s knowledge and based
on the AFM register Notication of Control, the sum of shares and potential
shares.
** The shares are held by Peter Bijvelds Holding Erp B.V., which shares are held
by Stichting Administratiekantoor Peter Bijvelds Holding Erp, for the benet
and account of P.H.A.M. Bijvelds.
*** The shares and potential shares are held by Heights Capital Management,
Inc., which shares are held by CVI Investments, Inc., for the benet and
account of Heights Capital Management, Inc..
**** The shares are held by B.V. Beleggingsfonds “Hoogh Blarick”, which shares
are held by Beleggingsmaatschappij “De Engh “BV, for the benet and
account of B.V. Beleggingsfonds “Hoogh Blarick”.
DIVIDEND POLICY
Ebusco does not intend to declare or pay dividends for
the nancial year ending 31 December 2024 or in the
medium term. The company anticipates that for the
foreseeable future it will retain all its future earnings for
use in the development of its business, its international
expansion strategy and for general corporate purposes.
INVESTOR RELATIONS
Ebusco is committed to maintaining an open and
constructive dialogue with its current and potential
shareholders (jointly the Investors) and analysts.
Conversations with investors and analysts, both in
(annual or extraordinary) general meetings and on
bilateral basis outside of such general meetings (e.g.
investor calls, road shows, broker conferences etc.),
form an integral part of this dialogue.
Ebusco aims to keep the investors and analysts
updated by informing them equally, simultaneously,
clearly and accurately about Ebusco’s strategy, perfor-
mance and other matters and developments that could
be relevant to Investors’ decisions either via meetings,
presentations, conference calls etc. as referred to in
best practice provision 4.2.3 of the Dutch Corporate
Governance Code or otherwise. The company website
www.ebusco.com provides relevant information (press
releases, nancial data) for investors.
Ebusco observes a closed period during which no
discussions are held with investors and analysts.
This pertains to a period of 45 calendar days prior to
the publication of the yearly results and 30 calendar
days prior to the publication of half yearly results.
Furthermore, the closed period is 10 calendar days
prior to the publication of pre-scheduled trading
updates.
PREVENTION MISUSE OF INSIDER INFORMATION
Ebusco has rules governing the reporting of trans-
actions involving Ebusco Holding N.V. securities by
its Supervisory Board, Management Board and other
appointed persons, including staff, the management
and a number of permanent advisors. The Insider
Trading Policy is published on the corporate website
investors.ebusco.com. Ebusco has also appointed
the corporate secretary as compliance ofcer. The
compliance ofcer is responsible for supervising
compliance with the rules and regulations, and
communication with the AFM.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
103
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
104
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
FIVE YEAR OVERVIEW
2024 2023 2022 2021 2020
Results (in thousands of euro)
Revenue 10,665 102,440 111,617 24,265 99,994
Gross prot
1/2
(34,602) (6,848) 15,633 1,220 39,657
Result for the year (200,771) (120,146) (32,193) (26,797) 16,659
Result for the year attributable to Equity holders of the Group
(200,632) (119,159) (31,717) (26,388) 16,659
EBITDA
2/3
(132,635) (95,733) (34,808) (34,240) 27,135
EBIT
2/4
(196,382) (103,869) (40,435) (39,571) 23,776
Capital expenditure
2/5
(15,266) (17,119) (9,725) (4,932) (3,814)
Net cash ow from operating activities (43,175) (103,799) (99,058) (19,390) (11,427)
Net cash ow from investing activities (16,933) (20,071) (8,496) (27,284) (3,994)
Net cash ow from nancing activities 34,586 56,576 (5,172) 227,734 39,473
Free cash ow
2/6
(61,733) (123,452) (107,526) (25,574) (15,878)
Balance sheet (in thousands of euro)
Total Assets 180,063 319,831 320,616 332,715 104,459
Total Equity 27,502 178,297 273,458 303,948 28,042
Net debt, excluding lease liabilities
2/7
20,805 6,556 (94,726) (207,245) 31,203
Net debt, including lease liabilities
2/8
44,920 23,154 (86,965) (198,863) 32,985
Net working capital
2/9
61,329 144,009 106,299 41,321 58,540
Capital employed
2/10
49,044 194,137 279,903 311,662 42,298
Ratios
Gross prot as % of revenue (324.4%) (6.7%) 14.0% 5.0% 39.7%
EBITDA as % of revenue (1243.6%) (93.50%) (31.2%) (141.1%) 27.1%
EBIT as % of revenue (1841.4%) (101.40%) (36.2%) (163.1%) 23.8%
2024 2023 2022 2021 2020
Non-nancial
Orders received (# buses)
13
48 530 414 240 39
Buses delivered (# buses) 157 178 75 139 103
km (in millions) driven 152 105 70 39 17
Full-time employees per year-end, excluding temporary
employees
478 557 418 219 124
Full-time employees yearly average, excluding temporary
employees
517 503 321 171 106
Full-time employees per year-end, including temporary
employees
522 893 607 309 145
Full-time employees yearly average, including temporary
employees
708 798 446 227 122
Number of shares outstanding (in thousands)
14,15
At year-end
11
65,471 64,039 59,039 59,039 44,999
On average
11
18,602 59.217 59,039 47,502 44,999
Per ordinary share
14,15
Basic earnings per share
11
(10.79) (2.01) (0.54) (0.56) 0.37
Highest share price
12
10,09 14.75 27.00 31.30 -
Lowest share price
12
0,78 4.27 13.06 21.85 -
Share price at year-end
12
1,14 4.79 13.17 27.00 -
Notes:
1 Gross prot is dened as the Group’s top-line earnings, being total revenue, less cost of materials (being the direct costs of goods sold).
2 These items are non-IFRS Measures. For further information about these non-IFRS Measures, and the reasons why we believe they are important for an understanding of the
performance of our company, please refer to our commentary on non-IFRS Measures on page 105-106.
3 EBITDA is dened as operating result plus depreciation and amortization costs.
4 EBIT is dened as operating result.
5 Capital expenditure is dened as the sum of “investments in property, plant and equipment” and “investments in intangible assets” from the Consolidated Statement of Cash
Flows.
6 Free cash ow is dened as the sum of net cash from operating and investing activities, excluding the acquisition and disposal of subsidiaries, associates and other equity
investments, and dividends from associates; including repayment of lease liabilities.
7 Net debt excluding lease liabilities is dened as the non-current and current loans and borrowings minus cash and cash equivalents.
8 Net debt including lease liabilities is dened as the non-current and current loans and borrowings, including lease liabilities, minus cash and cash equivalents.
9 Net working capital is dened as inventories plus trade receivables and contract assets minus trade payables and contract liabilities.
10 Capital employed is dened as total assets less current liabilities.
11 The number of ordinary shares outstanding in 2019 and 2020 has been adjusted for the capital restructuring in 2021 in preparation for the Initial Public Offering.
12 The share price represents the price at closing.
13 Ebusco received orders for 121 buses, however 73 were cancelled during the remainder of the year.
14 The 2024 share data reect the 5 to 1 share consolidation which was effectuated as per 24 October and capital increases through a rights issue (20 November 2024) and
issued shares in relation to the repayment of the convertible bond
15 Following the amendment of the authorized share capital as approved by the EGM of 24 October, the nominal value of each Ordinary Share was changed from €0.01 to €0.05
as per that date
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
104
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
105
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
NON-IFRS MEASURES
GENERAL
Certain discussions and analyses set out in this Annual Report include measures which are not dened by
IFRS. We believe this information, along with comparable IFRS-measures, is useful to investors and other
stakeholders because it provides a basis for measuring our operating performance. The Management Board
also uses these measures, along with the most directly comparable IFRS-measures, in evaluating operating
performance.
GROSS PROFIT
Gross Prot is dened as the Group’s top-line earnings, being total revenue, less cost of materials (being
the direct costs of goods sold, excluding employee expenses). We believe this measure provides valuable
additional information because it allows investors and other stakeholders to analyze the gross margin of our
buses sold. In addition, Gross Prot is a key measure used internally to evaluate (sales) performance.
Gross prot is calculated as follows (in thousands of euro):
2024 2023
Revenue 10,665 102,440
Cost of materials (45,267) (109,288)
Gross prot (34,602) (6,848)
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)
EBITDA is result for the year before net nance costs, the net income tax expense, depreciation and amor-
tization. EBITDA is dened as operating result plus depreciation and amortization expenses. We believe this
measure provides valuable additional information because it allows investors and other stakeholders to
analyze the protability between companies and industries by eliminating the effect of non-operating deci-
sions like interest expenses, tax rates and non-cash items like depreciation and amortization, hence facil-
itating focus on operating performance. In addition, EBITDA is a key measure used internally to evaluate
performance.
The reconciliation of prot before tax to EBITDA is as follows (in thousands of euro):
2024 2023
Prot before tax
(200,573) (105,672)
Amorization & depreciation expenses 63,747 8,136
Finance expenses (net) 3,035 932
Share of result from associates 1,156 871
EBITDA (132,635) (95,733)
EARNINGS BEFORE INTEREST AND TAXES (EBIT)
EBIT is result for the year before net nance costs and the net income tax expense. EBIT is dened as oper-
ating result. We believe this measure provides valuable additional information because it allows investors and
other stakeholders to analyze the protability between companies and industries by eliminating the effect of
non-operating decisions like interest expenses and tax rates, hence facilitating focus on operating perfor-
mance. The reconciliation of prot before tax to EBIT for the year is as follows (in thousands of euro):
2024 2023
Prot before tax
(200,573) (105,672)
Finance expenses (net) 3,035 932
Share of result from associates 1,156 871
EBIT (196,382) (103,869)
FREE CASH FLOW
Free cash ow is dened as the sum of the cash from operating and investing activities, excluding the acqui-
sition and disposal of subsidiaries, associates and other equity investments, and dividends from associates,
including repayment of lease liabilities. Free cash ow reects an additional way of assessing our liquidity
that we believe is useful to investors and other stakeholders because it represents cash ows that could be
used to fund our strategic initiatives, including the scale-up of the manufacturing of the Ebusco 3.0.
The breakdown of free cash ow is as follows (in thousands of euro):
2024 2023
Net cash from operating activities (43,175) (103,799)
Net cash from investing activities (16,933) (20,071)
Payment of principal portion of lease liabilities (3,270) (1,932)
Investment in subsidiaries, associates 1,645 2,350
Free cash ow (61,733) (123,452)
NET DEBT, EXCLUDING LEASE LIABILITIES
Net debt, excluding lease liabilities is dened as the non-current and current loans and borrowings minus
cash and cash equivalents. Our net debt reects our ability to meet our debt obligations if these were due
immediately.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
105
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
106
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
The net debt, excluding lease liabilities is calculated as follows (in thousands of euro):
2024 2023
Loans and borrowings - non-current - -
Loans and borrowings – current 5,359 1,348
Convertible bond – debt 14,079 28,161
Convertible bond – embedded derivative 3,766 4,965
Cash and cash equivalents (2,399) (27,918)
Net debt excluding lease liabilities 20,805 6,556
NET DEBT, INCLUDING LEASE LIABILITIES
Net debt, including lease liabilities is dened as the non-current and current loans and borrowings, plus lease
liabilities minus cash and cash equivalents. Our net debt reects our ability to meet our debt obligations if
these were due immediately.
The net debt, including lease liabilities is calculated as follows (in thousands of euro):
2024 2023
Loans and borrowings - non-current - -
Lease liabilities - non-current 19,854 14,216
Loans and borrowings - current 5,359 1,348
Convertible bond – debt 14,079 28,161
Convertible bond – embedded derivative 3,766 4,965
Lease liabilities - current 4,261 2,382
Cash and cash equivalents (2,399) (27,918)
Net debt including lease liabilities 44,920 23,154
NET WORKING CAPITAL
Our net working capital is dened as inventories plus trade receivables and contract assets minus trade paya-
bles and contract liabilities. We believe this measure provides valuable additional information to investors
and other stakeholders because it represents Ebusco’s liquidity and the short-term nancial health of the
company. In addition, net working capital is a key measure used internally to evaluate (short-term) liquidity.
Net working capital is calculated as follows (in thousands of euro):
2024 2023
Inventories 117,677 106,541
Trade receivables 5,494 19,285
Contract assets 7,569 67,640
Trade payables (24,981) (30,518)
Contract liabilities (44,430) (18,939)
Net working capital 61,329 144,009
CAPITAL EMPLOYED
Capital employed is dened as total assets less current liabilities. This key gure provides valuable insight
into how well the company is investing its money to generate prots.
Capital employed is calculated as follows (in thousands of euro):
2024 2023
Total assets 180,063 319,831
Current liabilities (131,019) (125,694)
Capital employed 49,044 194,137
GROSS PROFIT AS % OF REVENUE
Gross prot as % of revenue is calculated as follows (gross prot and revenue in thousands of euro):
2024 2023
Gross prot (34,602) (6,848)
Revenue 10,665 102,440
Gross prot % of revenue (324.4%) (6.7%)
EBITDA AS % OF REVENUE
EBITDA as % of revenue is calculated as follows (EBITDA and revenue in thousands of euro):
2024 2023
EBITDA (132,635) (95,733)
Revenue 10,665 102,440
EBITDA % of revenue (1243.6%) (93.5%)
EBIT AS % OF REVENUE
EBIT as % of revenue is calculated as follows (EBIT and revenue in thousands of euro):
2024 2023
EBIT (196,382) (103,869)
Revenue 10,665 102,440
EBIT % of revenue (1841.4%) (101.4%)
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
106
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
107
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
CFO
CEO
COO
Human Resources Sales
Treasury
Corporate Development
& Communication
Project Management
Office (PMO)
Internal Audit
QHSSE Production Management
IT
Procurement & Logistics
After Sales Support
Company Secretary
& Legal
Engineering Ebusco Energy
Group Controlling
& Accounting
Founder
The top layer, shown in copper, represents the Management Board. The CFO role was up and until 30 April held on an interim basis by Jan Piet Valk, who is not a formal member of the Management
Board. Once a permanent candidate is appointed, the CFO position will become part of the Management Board. The layer illustrated in grey represents the Leadership Team, whose members report
directly to the Management Board.
ANNUAL REPORT EBUSCO 2024
INTRODUCTION FINANCIAL STATEMENTS
107
MANAGEMENT BOARD REPORT GOVERNANCE OTHER INFORMATION
COLOPHON
This annual report is a publication by Ebusco.
Ebusco
Vuurijzer 23
5753 SV Deurne
The Netherlands
T +31 (0)88 1100 200
E info@ebusco.nl
www.ebusco.nl
Editing and texts
Ebusco
Lindner & van Maaren
Design and layout
Monter, Amsterdam
Update regarding the Annual Report
for 2024
3 November 2025
1
Content
Section
2024
Pages
1.
2.
3.
4.
5.
Introducon
Message from Ebusco’s Management
Subsequent Events
Updated Going Concern Statement
Summary of Correcons
3
4
6
8
10
2
1. Introducon
On 30 April 2025 Ebusco Holding N.V. (“Ebusco” or the “Company” and together with its subsidiaries the
“Group”) published its annual report for the financial year ended 31 December 2024 (the “FY 2024 Annual
Report”).
As Ebusco explained in the FY 2024 Annual Report, the preparaon of the 2024 financial statements and,
consequently, the external auditor’s audit process experienced delays, which prevented compleon of the
audit within the expected meframe. As a result, the 2024 financial statements included in the FY 2024
Annual Report were unaudited.
As a result, the Company postponed convocaon of the Annual General Meeng to adopt the 2024
financial statements.
The Company has now been able to finalize the audit of the financial year 2024 and the external auditor
issued its auditor’s report, containing a disclaimer of opinion.
In the context of the audit, the 2024 financial statements included in the FY 2024 Annual Report have
been audited by the external auditor and reviewed again by Ebusco. This has not led to any impact on the
Company’s equity and ‘result for the year’ for the financial year ended 31 December 2024. However, a
number of errors, including arithmecal inaccuracies (predominantly in sub-totals), incorrect
cross-references and inconsistencies between current year (2024) and previous year (2023) figures, were
idenfied in the notes to the consolidated financial statements and the management board report of the
FY 2024 Annual Report, as well as certain other errors. These errors are explained in more detail in
secon 5 of this update (the "Update"). The informaon in this Update has not been audited or reviewed
by an external auditor.
This Update provides addional informaon to the General Meeng of Shareholders in connecon with
the adopon of the 2024 financial statements. It does not amend or modify the 2024 financial
statements. This Update should be read in conjuncon with the informaon publicly disclosed by the
Company since publicaon of the FY 2024 Annual Report, including without limitaon the H1 2025 results
as announced on 15 August 2025 (including the report with the unaudited interim condensed
consolidated financial statements for the six months ended 30 June 2025) and the Q3 operaonal update
as announced by the Company on 15 October 2025.
On the Company’s website (hps://investors.ebusco.com/financial-reports-and-presentaons/) the
Company has made available: (i) this Update in combinaon with the FY 2024 Annual Report (including
the report of the external auditor) in ESEF format, (ii) this Update as a stand-alone document and (iii) this
Update in combinaon with the FY 2024 Annual Report (including the report of the external auditor).
ESEF stands for European Single Electronic Format (ESEF). Companies listed on EU-regulated markets such as the
Company are required to apply ESEF requirements for their annual financial reports
1
1
3
2. Message from Ebusco’s Management
At the me of the publicaon of the FY 2024 Annual Report the Company’s Management Board stated
that due to the connued operaonal and financial challenges, the further design and implementaon of
the Company’s internal control framework (ICF) did not obtain the required level of aenon and the
company therefore believed the ICF operang effecveness was below par.
The very challenging business circumstances that Ebusco faced and the transformaon the company was
going through, including the switch from an Original Equipment Manufacturer (OEM) to an Original
Equipment Designer (OED) and the comprehensive refinancing and restructuring efforts, placed
significant demands on the me and resources of the company at the me. As a result, the draing of the
2024 financial statements and consequently, the external auditor's audit process, experienced delays,
which prevented compleon of the audit within the expected meframe. As a result, the financial
statements in the FY 2024 Annual Report were unaudited. This prevented the Company also from
convening the Annual General Meeng.
Management also stated in the FY 2024 Annual Report that, although the numbers in the FY 2024 Annual
Report have been prepared with the utmost care, these numbers could be subject to change.
The Company has done its utmost, taking into account the challenging circumstances that have persisted
since 30 April 2025, to complete the audit as soon as possible, and has, as reported on 15 August 2025
also, hired external support to assist in the preparaons required for the external auditor to finalize the
audit of the 2024 financial statements as soon as possible.
The 2024 financial statements included in the FY 2024 Annual Report have now been audited by the
external auditor and reviewed again by Ebusco. This has not led to any impact on the Company’s equity
and ‘result for the year’ for the financial year ended 31 December 2024. As part of the audit process,
however, it was idenfied that the FY 2024 Annual Report, including the 2024 financial statements,
contained a number of errors, including arithmecal inaccuracies, incorrect cross-references and
inconsistencies between current year (2024) and previous year (2023) figures. The Company sincerely
regrets that such errors have occurred and wishes to clarify and disclose these through this Update.
The Company is commied to connue to strengthen its ICF now that the Company has become an OED
and has taken various other measures. More specifically, the Company has hired some key finance staff,
including Roel Nagelmaeker, inially as Finance Director, and a dedicated Business Controller with a focus
on internal control and reporng. Roel Nagelmaeker has become CFO on an ad interim basis since and has
now been nominated to become the permanent CFO, subject to the approval of Ebusco’s shareholders in
the upcoming Annual General Meeng. The Company has also iniated the reinstallaon of the internal
audit funcon. A detailed plan is in place to have the ICF fully aligned with the new OED model.
Management of the Company strongly believes that all the ongoing efforts to make the switch to the OED
model, to improve the Company’s bus delivery reliability, which is a key factor for regaining trust from its
clients, and the comprehensive restructuring of the Company’s balance sheet as announced on 7 July
2025 and 15 August 2025 have provided more stability to the Company. Management also connues to
view that the market fundamentals remain strong, with the electrificaon trend ongoing; Ebusco believes
the market for zero emission buses connues to be a ‘seller’ market, as all bus operators connue to have
high demand for electric buses. This belief has been confirmed recently through Ebusco’s interacon with
clients and other stakeholders at the Busworld Congress, that was held in Brussels, Belgium on 4-9
October 2025.
4
Despite all progress, efforts and the underlying sound market fundamentals, the Company acknowledges
that its liquidity constraints connue to persist and that it connues to face various operaonal and
financial challenges, which result in a material uncertainty regarding the Company’s ability to connue as
a going concern (see also Secon 4 below).
Deurne, the Netherlands, 3 November 2025
Management Board
M. Van Maanen, Chief Operaons Officer
P. Bijvelds, Founder and member of the Management Board
D. Wei, Member of the Management Board
5
3. Subsequent Events
This secon presents an overview of events that have occurred following the publicaon of the FY 2024
Annual Report, each of which has been announced by the Company through press releases, including, but
not limited to:
- 5 May 2025 – Ebusco received outstanding payment from Green Innovaon;
- 7 July 2025 – Ebusco announces an agreement on restructuring of outstanding loans that
were due mid-August, the signing of a large baery energy storage soluons contract and
the convocaon of an EGM;
- 15 August 2025 – Ebusco reports H1-2025 results;
- 15 October 2025 – Ebusco provides a Q3 operaonal update.
Financing and Restructuring
In May 2025, the Group received the remaining €5 million under the €10 million converble loan
agreement with Green Innovaon Internaonal Co. Ltd. In the same month, approximately 4.9 million
shares were issued to Goon GmbH at an issue price of €0.8209, resulng in a shareholding of
approximately 10 percent.
In July and August 2025, the Group completed a financial restructuring. CVI Investments, Inc. (managed
by Heights Capital Management, Inc.) and Kabuto Technology Co., Ltd. took over the posions of ING
Bank N.V. and Coöperaeve Rabobank U.A. under the Group’s leers of credit and bank guarantee
facilies for €4.6 million and €8.2 million, respecvely. Following shareholder approval on 18 August
2025, Kabuto converted its poron into 25,354,731 new shares at €0.3231. Heights did not convert its
poron; this was amended into a converble loan maturing on 19 August 2026.
On 19 August 2025, the February 2025 loan agreements of €22.0 million with Green Innovaon
Internaonal Co. Ltd., De Engh B.V., and Heights Capital Management, together with approximately €2.2
million of accrued interest, were converted into equity at a price of €0.3260, resulng in the issuance of
74,233,128 new shares.
Converble Bond
Under the 2023 converble bond with Heights Capital Management, approximately 10.77 million shares
were issued in June 2025, leaving an outstanding principal amount of approximately €15.4 million at that
me. In September 2025, a further approximately €3.1 million of principal amount was converted into
equity, resulng in the issuance of around 12.7 million shares and a remaining principal amount of
approximately €12.3 million.
Shares on Issue
Following the share issuances referred to above, the total number of shares on issue as per 31 October
2025 is 194,269,627.
6
Operaonal Maers
On 5 May 2025, the bankruptcy peon and associated court case announced on 30 April 2025 were
withdrawn. In July 2025, Ebusco Energy B.V. entered into a contract with a European customer for
approximately €39 million relang to the delivery of Energy Storage Systems.
During 2025, the Group progressed its transion from an OEM to an OED manufacturing model. Contract
manufacturers increasingly performed assembly acvies, while the Group’s Dutch facilies focused on
pre-delivery inspecon and support funcons. Bus deliveries in 2025 totaled 86 as at 30 September 2025.
The Company’s cost reducon program connued. FTEs were reduced from 522 as at 31 December 2024
to approximately 305 as at 30 September 2025. The consolidaon of the Deurne and Venray sites into one
facility is nearing compleon.
Governance and General Meeng
Pursuant to the investment agreement with Goon (November 2024), the appointments of Mr. Duan Wei
and Mr. Chen Li to the Management Board and Supervisory Board, respecvely, were approved at the
Extraordinary General Meeng on 26 March 2025.
On 11 June 2025, the Chief Execuve Officer resigned; responsibilies were temporarily shared by the
COO and CFO and subsequently allocated to Michel van Maanen and Peter Bijvelds on 7 July 2025. On 15
October 2025, the Company announced its intenon to nominate Roel Nagelmaeker as permanent CFO at
the Annual General Meeng scheduled for 16 December 2025 (the “AGM”).
On 3 November 2025 the Company convened the AGM and announced some changes to its governance
structure, including the proposed appointment of a number of new members to the Supervisory Board.
For the agenda of the AGM and the explanatory notes (which include further detail on the proposed
appointments referred to above), please click here:
hps://investors.ebusco.com/share-informaon/#row-id-4.
7
4. Updated Going Concern Statement
On 15 August 2025, the Group reported its financial results for the first half of 2025 and published its
interim report for the same period (the “H1 Report”). In the H1 Report, the Group disclosed that a
number of events and circumstances contributed to the material uncertainty that may cast significant
doubt upon the Group’s ability to connue as a going concern, which persists to this day. The Group also
announced a set of remedial acons to address its liquidity and operaonal challenges.
Since the publicaon of the H1 Report, the Group has implemented several of these measures to varying
degrees. The working capital facility of up to €9 million provided by one of the Company’s partners in
China has become parally available, in tranches linked to Ebusco’s bus delivery schedule. As of the end of
October 2025, approximately 44% of this facility has been drawn.
The Group also entered into a framework agreement with a Chinese contract manufacturer (as a basis for
detailed and specific agreements per producon order) under which inventories related to Ebusco 3.0
buses are expected to be purchased and financed locally. This arrangement is designed to reduce future
procurement and cash requirements, although its full implementaon and ming remain dependent on
the effecveness of the local financing structure and required approvals.
In parallel, the Group has restructured a significant part of its debt posion. Since 30 June 2025, the €22
million of short-term loan agreements that the Company entered into in February 2025 (including
approximately €2.2 million of interest) has been fully equized in August 2025. In addion, approximately
€8.2 million of the bank loans (represenng the poron held by Rabobank) has been taken over by
Kabuto Technology Ltd and subsequently equized in August 2025. Furthermore, approximately €3.1
million of the principal amount of the Converble Bond held by CVI / Heights Capital Management has
been converted into shares in September 2025.
The Group also connues to focus on compleng and delivering buses already in advanced stages of
producon to generate operang cash inflows and restore customer confidence.
Nevertheless, the Group’s liquidity and financial posion remains constrained. The connuaon of the
Group as a going concern is dependent upon several crical factors:
1. Timely and accurate implementaon of the Group’s transion from the OEM to OED model under
the turnaround plan.
2. Dependence on uncommied working capital support – the Group remains dependent on the
uncommied working capital support from one of its partners in China. Any delay, reducon, or
withdrawal of such support would materially affect the Group’s liquidity posion and its ability to
meet short-term obligaons.
3. Ongoing management of claims and accounts payable – the Group connues to manage its claims
and overdue accounts payable posions on a negoated and phased basis. The connuaon of
these arrangements depends on transparent and ongoing discussions with creditors and suppliers
to agree and maintain realisc payment schedules. Any deterioraon in these relaonships could
adversely affect operaons and cash flows.
8
4. Fulfilment by the counterparty of Ebusco Energy B.V. in relaon to the Energy contract as
announced by the Group on 7 July 2025.
5. Order book coverage – while the Group maintains a solid customer base, the current commied
order book is not sufficient for the next 12 months. The Group therefore remains dependent on
securing new orders to sustain producon levels and cash inflows over that period and it is
uncertain whether those orders will materialize.
6. Ability for the Company to successfully complete its cost reducon program, which targets a
structural annual cost reducon of approximately €30 million as per the end of FY 2025.
These factors, together with the other maers described above, including the operaonal and financial
challenges facing the Company, indicate the existence of a material uncertainty that may cast significant
doubt about the Group’s ability to connue as a going concern. Nevertheless, based on the informaon
currently available to it, management believes that the measures undertaken and planned provide a
reasonable basis for the preparaon of the financial statements on a going concern basis. This belief is,
amongst other things, based upon the progress and projected results of the Company’s turnaround plan,
the expectaons as to the connuaon of the uncommied working capital support, the forecasted sale
of the parts supplied by Ebusco to Chinese contract manufacturers and the feedback from clients and
prospects.
9
5. Summary of Correcons
The 2024 financial statements included in the FY 2024 Annual Report have been audited by the external
auditor and reviewed again by Ebusco. This has not led to any impact on the Company’s equity and ‘result
for the year’ for the financial year ended 31 December 2024. However, a number of errors, including
arithmecal inaccuracies (predominantly sub-totals), incorrect cross-references and inconsistencies
between current year (2024) and previous year (2023) figures, were idenfied in the notes to the
consolidated financial statements and the management board report of the FY 2024 Annual Report, as
well as certain other errors. These errors are explained in more detail below.
5.1 Remuneraon of the Management Board
Table 5.1.1 below provides the remuneraon of the Management Board (statutory members only) for the
years ended 31 December 2024 and 2023 as presented in the FY 2024 Annual Report, on page 77:
Table 5.1.1
(Unaudited) 2024 2023
Base
salary
Pension
and
other
costs
Sever-
ance
pay-
ments
Other
com-
pensa-
tion
Total Base
salary
Pension
and
other
costs
Sever-
ance
pay-
stnem
Other
com-
pensa-
tion
Total
Peter
Bijvelds
(Founder)
1
406 88 - -
494
410 82 - -
492
Christian
Schreyer
(CEO)
2
225 14 - 3
242
- - - -
-
Paul van
Beers
(CFO)
- - - -
-
73 12 - 5
90
Björn
Krook
(CFO)
- - - -
-
126 5 - 6
137
Jurjen
Jongma
(CFO)
3
445 61 173 3
508
93 21 - 25
138
Bob
Fleuren
(COO)
4
108 25 - -
356
292 47 - 18
356
Roald
Dogge
(COO)
5
187 42 225 -
435
Total 1,199 228 398 6 1,830 994 166 - 54 1,213
1 Resigned as CEO on 31 August 2024 and entered into the function of President.
2 Appointed as CEO and member of the Management Board as from 24 October 2024
3 Resigned as CFO on 30 November 2024.
4 Resigned as COO on 14 May 2024
5 Appointed as COO and member of the Management Board per 1 July 2024 and resigned on 31 December 2024
This table contained a number of arithmecal inaccuracies, in the line items on Jurjen Jongma (in the
‘Base salary’ column for 2024), Bob Fleuren (in the ‘Total’ column for 2024) and Roald Dogge (in the
‘Total’ column for 2024). These inaccuracies have been corrected in table 5.1.2 below:
10
Table 5.1.2
Furthermore, the total remuneraon of each individual member of the Management Board recognized
and paid by the Company in 2024 and as presented in the FY 2024 Annual Report on page 56 contained a
number of arithmecal inaccuracies.
Table 5.1.3 is from the FY 2024 Annual Report.
Tabel 5.1.3
2024 2023
Base
salary
Pension
and
other
costs
Sever-
ance
pay-
ments
Other
com-
pensa-
tion
Total Base
salary
Pension
and
other
costs
Sever-
ance
pay-
stnem
Other
com-
pensa-
tion
Total
Peter
Bijvelds
(Founder)
1
407 87 - -
494
410 82 - -
492
Christian
Schreyer
(CEO)
2
225 14 - 3
242
- - - -
-
Paul van
Beers
(CFO)
- - - -
-
73 12 - 5
90
Björn
Krook
(CFO)
- - - -
-
126 5 - 6
137
Jurjen
Jongma
(CFO)
3
272 60 173 3
508
93 20 - 25
138
Bob
Fleuren
(COO)
4
108 25 - -
133
292 47 - 18
357
Roald
Dogge
(COO)
5
187 42 225 -
454
Total 1,199 228 398 6 1,831 994 166 - 54 1,214
1 Resigned as CEO on 31 August 2024 and entered into the function of President.
2 Appointed as CEO and member of the Management Board as from 24 October 2024
3 Resigned as CFO on 30 November 2024.
4 Resigned as COO on 14 May 2024
5 Appointed as COO and member of the Management Board per 1 July 2024 and resigned on 31 December 2024
Fixed base
salary
Pension
allowance
STI LTI Other* Total Fixed
compensation
as % of total
Variable
compensation
as % of total
Peter Bijvelds and Christian Schreyer (CEO)** €498,480 €54,454 €0 €0 €24,073 €573,857 100% 0%
Jurjen Jongma (CFO)*** €272,552 €44,600 €0 €0 €192,015 €508,176 100% 0%
Bob Fleuren and Roald Dogge (COO)**** €283,325 €46,362 €0 €0 €243,070 €586,099 100% 0%
Peter Bijvelds (Founder)***** €132,501 €21,570 €0 €0 €7,586 €162,793 100% 0%
Total €1,198,666 €166,985.67 €0 €0 €466,744 €1,830,924 100% 0%
* “Other” includes car allowance, settlements and other compensations
** The remuneration of the CEO includes the remuneration of Peter Bijvelds (stepped down as CEO on 2 September 2024) and Christian Schreyer (CEO and member of the management board as from 24 October 2024).
*** The remuneration of the CFO includes the remuneration of Jurjen Jongma until 30 November 2024. As the Board Member agreement with Jurjen Jongma was terminated with immediate effect, the service
fee for the six months’ notice period was paid out.
**** The remuner
ation of the COO includes the remuneration of Bob Fleuren (resigned as COO on 14 May 2024) and Roald Dogge (COO and member of the management board from 1 June 2024 until 31 December
2024) including the one-off advance that was waived as part of the severance payment.
***** As from September 2024.
11
These inaccuracies in table 5.1.3 have been corrected in table 5.1.4 below. The adjustments also include a
presentaon of line items per individual, not per funcon (like CEO or COO) and a separate presentaon
of any payment under severance payment arrangements, which formed part of the “Other” column
previously.
Table 5.1.4
Fixed base
salary
Pension
allowance
STI LTI Other*
Christian Schreyer (CEO)***
€405,981 €60,552 €0 €0 €28,759
Jurjen Jongma (CFO)****
€225,000 €14.000 €0 €0 €2,900
Bob Fleuren (COO)*****
€272,552 €44,600 €0 €0 €19,500
Peter Bijvelds (CEO)**
€187,318 €30,645 €0 €0 €10,500
Total €1,198,666 €165,514 €0 €0 €69,229
*
“Other” includes car allowance and other compensations
**
Christian Schreyer (CEO and member of the management board as from 24 October 2024).
***
Jurjen Jongma received remuneration in his capacity as CFO until his resignation on 30 November 2024. As the Board Member agreement
with Jurjen Jongma was terminated with immediate effect, the service fee for the six months’ notice period was paid out
.
****
Bob Fleuren received remuneration in his capacity as COO until his resignation on 14 May 2024.
******
Peter Bijvelds received remuneration in his capacity as CEO until his resignation on 2 September 2024. For the remainder of the year, his remuneration related to
his role as a member of the Management Board.
Roald Dogge (COO)******
€107,815 €15,717 €0 €0 €7,570
Total Fixed
compensation
as % of total
Variable
compensation
as % of total
€495,292 100% 0%
€241,900 100% 0%
€509,167 100% 0%
€453,463 100% 0%
€1,830,924 100% 0%
€131,102 100% 0%
Severance
Payment
€172,515
€225,000
€397,515
*****
Roald Dogge received remuneration in his capacity as COO from 1 June 2024 until 31 December 2024, including the one-off advance
that was waived as part of the severance payment.
12
5.2 Consolidated Statement of Cash Flows
Table 5.2.1 below provides the Consolidated Statement of Cash Flows for the years ended 31 December
2024 and 2023 as presented in the FY 2024 Annual Report, on page 63:
Table 5.2.1
CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands of euro
Notes (Unaudited) 2024 2023
Cash flows from operating activities
Profit/(Loss) before tax (200,573) (105,672)
Non-cash adjustments:
Depreciation of property, plant and equipment and right-of-use assets
11, 21
18,008 5,736
Amortization of intangible assets
12
45,707 2,325
Gain/(Loss) on disposal of property, plant and equipment
11
- 75
Share based payment expenses
6
(283) 185
Net loss on derivative instruments at fair value through profit or loss
27
(1,200) -
Additions to/(release from) provisions
22
13,653 9,519
Finance expenses, net
8
3,094 974
Share of results of an associate
13
1,156 871
Movements in working capital:
Inventories
14
(11,136) (59,099)
Receivables and other financial assets
15, 16, 17
16,580 8,376
Contract assets/
liabilities
5
85,562 5,358
Payables and other current liabilities
23
(1,631) 28,277
Cash generated from operations (31,062) (103,075)
Payment from provisions
22
(12,073) (656)
Income tax paid
9
(39) (69)
Net cash flows from operating activities
(43,175) (103,799)
12
13
Table 5.2.1 (connued)
(Unaudited) 2024
Cash flows from investment activities
Investments in property, plant and equipment
11
(14,462) (15,018)
Investments in intangible assets
12
(805) (2,102)
Investment in financial assets (20) (601)
Investment in associates
13
(1,645) (2,350)
Net cash flows from investment activities
(16,933) (20,071)
Cash flows from financing activities
Net proceeds from issuance of share capital
18
35,999 24,602
Acquisition of non-controlling interest 18
(152) -
Proceeds from borrowings
20
5,359 54,961
Repayments of borrowings
20
(1,348) (20,000)
Payment of principal portion of lease liabilities
21
(3,270) (1,932)
Interest received
8
79 276
Interest and similar expenses paid
8
(2,081) (1,331)
Net cash flows from financing activitie
s
34,586 56,576
(Decrease)/Increase in cash and cash equivalents (25,521) (67,293)
Exchange losses/gains on cash, cash equivalents and bank overdrafts
8
2 (1)
Cash and cash equivalents at 1 January
17
27,918 95,212
Cash and cash equivalents at 31 December 17 2,399 27,918
Notes
(Unaudited) 2024 2023
Table 5.2.1 above included an inaccurate classificaon in the Consolidated Statement of Cash Flows for
the financial year ended 31 December 2024. This did not affect the opening or closing cash posions of
the relevant periods, but did affect individual line items and sub-totals. In parcular, an inaccurate
classificaon occurred between ‘Cash flows from operang acvies’ and ‘Cash flows from investment
acvies’, mainly driven by the movements in right-of-use assets, as also shown in tables 5.3.1 and 5.3.2
below.
The corrected presentaon of the Consolidated Statement of Cash Flows, including the reclassificaon
between ‘Cash flows from operang acvies’ and ‘Cash flows from investment acvies’ is shown in
table 5.2.2 below.
14
Table 5.2.2
CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands of euro
Notes
2024
2023
Cash flows from operating activities
Profit/(Loss) before tax (200,574) (105,672)
Non-cash adjustments:
Depreciation of property, plant and equipment and right-of-use assets
11, 21
18,040 5,736
Amortization of intangible assets
12
45,707 2,325
Gain/(Loss) on disposal of property, plant and equipment
11
(40) 75
Share based payment expenses
6
(307) 185
-
Additions to/(release from) provisions
22
12,112
9,519
Finance expenses, net
8
(629)
974
Share of results of an associate
13
1,156
871
Movements in working capital:
Inventories
14
(11,136) (59,099)
Receivables and other financial assets
15, 16, 17
16,996 8,376
Contract assets/liabilities
5
85,562 5,358
Payables and other current liabilities
23
(9,837) 28,277
Cash generated from operations (42,983) (103,075)
Payment fr
om provisions
22
(10,532) (656)
Income tax paid
9
(198) (69)
Net cash flows from operating activities
(53,713) (103,799)
(Unaudited) 2024
Cash flows from investment activities
Investments in property, plant and equipment
11
(3,031) (15,018)
Investments in intangible assets
12
(1,195) (2,102)
Investment in financial assets (20) (601)
Investment in associates
13
(1,645) (2,350)
Net cash flows from investment activities
(5,694) (20,071)
Cash flows from financing activities
Net proceeds from issuance of share capital
18
35,959 24,602
Acquisition of non-controlling interest 18
(152) -
Proceeds from borrowings
20
7,744 54,961
Repayments of borrowings
20
(3,733) (20,000)
Payment of principal portion of lease liabilities
21
(3,320) (1,932)
Interest received
8
28 276
Interest and similar expenses paid
8
(2,639) (1,331)
Net cash flows from financing activities
33,888 56,576
(Decrease)/Increase in ca
sh and cash equivalents (25,519) (67,293)
Exchange losses/gains on cash, cash equivalents and bank overdrafts
9
(1)
Cash and cash equivalents at 1 January
17
27,918 95,212
Cash and cash equivalents at 31 December 17 2,399 27,918
Notes 2024
2023
Other non-cash expenses/income (33)
Proceeds from sales of property, plant and equipment
11
197
Despite these correcons in the Consolidated Statements of Cash Flows, the line item ‘Cash and cash
equivalents as at 31 December’ has remained the same in the 2024 column.
-
5.3 Right-of-use assets
Table 5.3.1 below represents the right-of-use assets at the start and the end of the financial year ended
31 December 2024, as presented in the FY 2024 Annual Report, on page 87:
Table 5.3.1
Right-of-use assets Land and buildings Cars Total
Balance as of 1 January 2024 15,522 380 15,902
Additions and remeasurements 11,166 139 11,305
Disposals (421) (64) (485)
Depreciation (3,303) (115) (3,418)
Impairment (1,034) (1,034)
Total changes 6,408 (40) 6,368
Balance as of 31 December 2024 21,930 340 22,270
Change in book value:
15
Right-of-use assets Land and buildings Cars Total
Balance as of 1 January 2024 15,523 380 15,902
Additions and remeasurements 11,166 139 11,305
Disposals (420) (64) (484)
Depreciation (3,302) (115) (3,417)
Impairment (1,034) - (9,934)
Total changes 6,409 (41) 6,369
Balance as of 31 December 2024 (Unaudited) 21,930 340 22,270
Change in book value:
The line item ‘Impairment’ in table 5.3.1 above should have been €(1,034) instead of €(9,934) in the
“Total” column. Despite this inaccuracy, the numbers in the ‘Total changes’ and ‘Balance as of 31
December 2024 (unaudited)’ line items are accurate. Table 5.3.2 below represents the accurate
presentaon of the ‘Impairment’ of right-of-use assets line item.
Table 5.3.2
5.4 Presentaon of impairments
In the financial year ended 31 December 2024 the Company has accounted for a number of impairments,
totaling approximately €53.7 million. These impairments related to goodwill (related to the Pondus
acquision in 2021, as disclosed in secon 12.1 on page 82 of the FY 2024 Annual Report) and equipment
(related to the shi from OEM to OED as disclosed in secon 12 on page 81 of the FY 2024 Annual
Report), amongst other things. The impairments have been presented in the line item “Amorzaon and
depreciaon expenses” in the Consolidated Statement of Profit or Loss and Other Comprehensive Income
and elsewhere in the FY 2024 Annual Report, whereas a more accurate presentaon would have been
through a separate line item in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income in the FY 2024 Annual Report. This inaccurate presentaon of impairments has not led to any
impact on the Company’s ‘result for the year’ for the financial year ended 31 December 2024.
5.5 Company Statement of Financial Posion
In the Company Statement of Financial Posion on page 95 of the FY 2024 Annual Report, provisions are
accounted for €71.65 million relang to losses of ‘Investments in group companies’. In line with the
accounng principles, this loss should have been need in the balance sheet with the ‘Receivables from
group companies’ to the extent possible. This did not adversely impact the Company’s equity as at 31
December 2024, but only resulted in an extended balance sheet presentaon.
5.6 Compliance with the EU Taxonomy
Under the requirements of the EU Taxonomy, companies currently in scope of Direcve 2014/95/EU on
the disclosure of non-financial informaon, need to disclose the proporon of Taxonomy-aligned and
non-Taxonomy aligned economic acvies in their total turnover (revenue), capital expenditures and
operang expenses, including certain qualitave informaon.
Due to the financial difficules and the restructuring process that the Company has experienced and
connues to experience, including numerous changes in staff and management, Ebusco has not been able
to comply with the criteria of Direcve 2014/95/EU on the disclosure of non-financial informaon.
5.7 Other
The Company has idenfied several other arithmecal inaccuracies, incorrect cross-references,
inconsistencies between current year (2024) and previous year (2023) figures and typo’s, predominantly
in the notes to the consolidated financial statements and the management board report of the FY 2024
Annual Report. The Company will assess if and how any items should be reflected and/or disclosed in the
Annual Report for the financial year ending 31 December 2025.
5.8 ESEF Tagging
ESEF stands for European Single Electronic Format (ESEF). Companies listed on EU-regulated markets such
as the Company are required to apply ESEF requirements for their annual financial reports, including
tagging of the IFRS consolidated financial statements. The FY 2024 Annual Report has been made
available by the Company in an ESEF reporng package on its website on 30 April 2025 (“the FY 2024 ESEF
Annual Report”): hps://investors.ebusco.com/financial-reports-and-presentaons/.
The correcons discussed above are equally relevant for the FY 2024 ESEF Annual Report. Nevertheless,
the Company wishes to clarify some items that were incorrectly stated in the FY 2024 ESEF Annual Report
as follows and in each case referring to the financial year ended 31 December 2024:
16
Remark
Statement
Label used
Employee
benefits expense
The line item employee benefit expense (total €42.5 million) includes
also other staff expenses (€3.5 million) and car expenses (€0.5 million)
in note 6 to the consolidated financial statements. Therefore, the line
should have been marked-up with an extension element that is anchored
to the wider core taxonomy element: ‘Other operating expenses’.
Statement of
Comprehensive
Income
Disclosure of
cash and cash
equivalents
This element was accidently removed and should have been used to mark-up the information
disclosed in note 17 of the consolidated financial statements.
Disclosure of
financial
instruments
A reference was included to note 2.3 (‘Going Concern’) to the consolidated financial statements
for further information on liquidity risk, however, note 2.3 was not included in the mark-up for
this element.
Disclosure of
financial risk
management
A reference was included to note 2.3 (‘Going Concern’) to the consolidated financial statements
for further information on liquidity risk, however, note 2.3 was not included in the mark-up for
this element.
Disclosure of
liquidity risk
A reference was included to note 2.3 (‘Going Concern’) to the consolidated financial statements
for further information on liquidity risk, however, note 2.3 was not included in the mark-up for
this element.
Description of
accounting policy
for borrowings
The element should have been used to mark-up the accounting policies disclosed in note 2.4
with the following paragraphs:
- Non-current financial liabilities (non-derivatives)
- Current financial liabilities (non-derivatives).
Disclosure of
collateral
Only the information on bank guarantee credit facilities utilized as of 31 December 2023 is
marked-up. Therefore, the information disclosed in note 17 in relation to collaterals should have
been included in the mark-up for this element as well.
17
Statement of
Comprehensive
Income
Depreciation and
amortisation
expense
The line item ‘Amortisation and depreciation expense’ (total €63.7
million) also includes impairment charges for a total of €53.7 million
related to property, plant and equipment (PP&E), intangible assets and
right-of-use (RoU) assets. The impairment charges should have been
presented as a separate line item and marked-up accordingly or if not
presented separately, the line should have been marked-up with the
element ‘Depreciation Amortisation And Impairment Loss Reversal Of
Impairment Loss Recognised In Profit Or Loss’.
Adjustments for
depreciation
expense
The line item ‘Depreciation of property, plant and equipment and
right-of-use assets’ in the consolidated cash flow statement (total €18.0
million) also includes the adjustment for impairment charges on PP&E
and RoU assets amounting to €9.4 million. Therefore, an extension
element should have been used that also reflects the adjustment for
impairment charges related to PP&E and RoU assets. This extension
element should have been anchored to the wider core taxonomy
element: ‘Adjustments For Depreciation And Amortisation Expense And
Impairment Loss Reversal Of Impairment Loss Recognised In Profit Or
Loss’ and to the narrower core taxonomy elements: ‘Adjustments For
Impairment Loss Recognised In Profit Or Loss Property Plant And
Equipment’ and ‘Adjustments For Depreciation Expense’.
Statement of
cash flows
Adjustments for
amortisation
expense
The line item ‘Amortization of intangible assets’ in the consolidated cash
flow statement (total € 45.7 million) also includes the adjustment for
impairment charges related to goodwill and other intangible assets
amounting to €44.3 million. Therefore, an extension element should
have been used that also reflects the adjustment for impairment
charges related to intangible assets. This extension element should have
been anchored to the wider core taxonomy element: ‘Adjustments For
Depreciation And Amortisation Expense And Impairment Loss Reversal
Of Impairment Loss Recognised In Profit Or Loss’ and to the narrower
core taxonomy elements: ‘Adjustments For Impairment Loss Recognised
In Profit Or Loss Goodwill’ and ‘Adjustments For Amortisation Expense’.
Statement of
cash flows
894500WSIBBFFKHL6B322024-01-012024-12-31894500WSIBBFFKHL6B322023-01-012023-12-31894500WSIBBFFKHL6B322024-12-31894500WSIBBFFKHL6B322023-12-31894500WSIBBFFKHL6B322022-12-31ifrs-full:IssuedCapitalMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:IssuedCapitalMember894500WSIBBFFKHL6B322023-12-31ifrs-full:IssuedCapitalMember894500WSIBBFFKHL6B322022-12-31ifrs-full:SharePremiumMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:SharePremiumMember894500WSIBBFFKHL6B322023-12-31ifrs-full:SharePremiumMember894500WSIBBFFKHL6B322022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember894500WSIBBFFKHL6B322023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember894500WSIBBFFKHL6B322022-12-31ifrs-full:ReserveOfCashFlowHedgesMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:ReserveOfCashFlowHedgesMember894500WSIBBFFKHL6B322023-12-31ifrs-full:ReserveOfCashFlowHedgesMember894500WSIBBFFKHL6B322022-12-31ifrs-full:ReserveOfChangeInValueOfForeignCurrencyBasisSpreadsMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:ReserveOfChangeInValueOfForeignCurrencyBasisSpreadsMember894500WSIBBFFKHL6B322023-12-31ifrs-full:ReserveOfChangeInValueOfForeignCurrencyBasisSpreadsMember894500WSIBBFFKHL6B322022-12-31ifrs-full:MiscellaneousOtherReservesMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:MiscellaneousOtherReservesMember894500WSIBBFFKHL6B322023-12-31ifrs-full:MiscellaneousOtherReservesMember894500WSIBBFFKHL6B322022-12-31ifrs-full:RetainedEarningsMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:RetainedEarningsMember894500WSIBBFFKHL6B322023-12-31ifrs-full:RetainedEarningsMember894500WSIBBFFKHL6B322022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember894500WSIBBFFKHL6B322023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember894500WSIBBFFKHL6B322022-12-31ifrs-full:NoncontrollingInterestsMember894500WSIBBFFKHL6B322023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember894500WSIBBFFKHL6B322023-12-31ifrs-full:NoncontrollingInterestsMember894500WSIBBFFKHL6B322022-12-31894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:IssuedCapitalMember894500WSIBBFFKHL6B322024-12-31ifrs-full:IssuedCapitalMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:SharePremiumMember894500WSIBBFFKHL6B322024-12-31ifrs-full:SharePremiumMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember894500WSIBBFFKHL6B322024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:ReserveOfCashFlowHedgesMember894500WSIBBFFKHL6B322024-12-31ifrs-full:ReserveOfCashFlowHedgesMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:ReserveOfChangeInValueOfForeignCurrencyBasisSpreadsMember894500WSIBBFFKHL6B322024-12-31ifrs-full:ReserveOfChangeInValueOfForeignCurrencyBasisSpreadsMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:MiscellaneousOtherReservesMember894500WSIBBFFKHL6B322024-12-31ifrs-full:MiscellaneousOtherReservesMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:RetainedEarningsMember894500WSIBBFFKHL6B322024-12-31ifrs-full:RetainedEarningsMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember894500WSIBBFFKHL6B322024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember894500WSIBBFFKHL6B322024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember894500WSIBBFFKHL6B322024-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:EURiso4217:EURxbrli:shares