BigRep SE

BIGREP SE 213800P9C9Q3F8MRXO87 2024-12-31 213800P9C9Q3F8MRXO87 2023-12-31 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 213800P9C9Q3F8MRXO87 2022-12-31 213800P9C9Q3F8MRXO87 2023-12-31 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2022-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:IssuedCapitalMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:SharePremiumMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:TreasurySharesMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2023-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2024-12-31 ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember 213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31 iso4217:EUR iso4217:EUR xbrli:pure xbrli:shares iso4217:EUR xbrli:shares BigRep SE Annual Report 2024 Table of Contents Company 4 Letter to the Shareholders 9 Report of the Supervisory Board 16 Management Report 46 Corporate Governance Responsibility Statement 50 Remuneration Report Audit Report 60 Audit Report Consolidated Financial Statement 70 Consolidated Statement of Proﬁt and Loss and Other Comprehensive Income 71 Consolidated Statement of Financial Position 73 Consolidated Statement of Changes in Equity 74 Consolidated Statement of Cash Flows 75 Notes to the Consolidated Financial Statements 3 Annual Report 2024: Dear Shareholders, Letter to the Shareholders InthehistoryofBigRepSE(the“Company”)anditssubsidiaries(hereinaﬅertogetherreferredtoas“BigRep” or the “Group”) the ﬁnancial year 2024 marked a transformative reorientation, which decisively set the course for subsequent years. Aﬅer completing the De-Spac Transaction (the “Business Combination”) in July 2024 we successfully listed our shares on the Frankfurt Stock Exchange, thereby securing the capital base that will ﬁnance our growth and innovation agenda for the years ahead. At the same time, we celebrated our tenth anniversary — ten years in which BigRep has progressed from a Berlin start-up to a global provider of large-format additive-manufacturing solutions combining robust German hardware, quality materials, intelligent soﬅware, and a wide range of professional services. Today, BigRep counts blue-chip companies such as Ford, Deutsche Bahn, Canyon, and Airbus among its customers, as well as educational and research institutions, innovative start-ups, and "hidden champions" such as Zoeller and Magirus. In 2024 the external environment was anything but benign. Inﬂation, rising interest rates and geopolitical tensions curtailed investment appetites across many of our end-markets, while intensiﬁed price pressure from low-cost competitors weighed on standard-machine sales. Nevertheless, we achieved a series of strategic advances. Simultaneously to the listing at the Frankfurt stock exchange we completed the acquisition of Austrian HAGE3D GmbH (“HAGE3D acquisition”). This merger is highly complementary and has already begun to realize technological and cost synergies, especially in high-temperature Fused Filament Fabrication (“FFF”) and materials development, and has already led to two of the ﬁve most recent product launches: the high-temperature ALTRA 280, which opens the door to high-performance polymers in aerospace and other demanding sectors; and the IPSO 105, oﬀering an exceptional price-performance ratio. In addition, we also launched the VIIO 250, which simpliﬁes workﬂow automation; the ONE.5, an upgraded edition of our most recognizable printer; and the DRYCON dry-storage cabinet, an indispensable companion for moisture-sensitive ﬁlaments. Complementing these launches, our workforce of around ninety colleagues in Germany, Austria, the USA and Singapore — supported by more than ﬁﬅy sales and service partners in over forty countries — continued to ensure proximity to customers and resilience in our supply chain. By year-end, the installed base exceeded one thousand large-format systems deployed across the automotive, aerospace, energy and general-manufacturing industries. Unfortunately, we faced signiﬁcant ﬁnancial challenges in 2024, the Group recorded a revenue decline of approximately 44% to EUR 6.2 million, with an adjusted negative EBITDA of EUR 11,8 million, driven by geopolitical instability, a sharp drop in capital expenditure in its core markets, a weakening automotive sector, and the adverse eﬀects of an legacy product portfolio prior to the launch of the new generation portfolio. While sales of legacy models soﬅened, service and materials income proved stable, and margins improved. In response to the shortfall versus our original plannings, we launched a comprehensive cost-reduction and eﬀiciency program in the third quarter of 2024, including the consolidation of overlapping functions aﬅer the HAGE3D acquisition. Unfortunately, unexpected tariﬀs from the US as well as higher costs due to the high complexity of the ﬁrst annual report including De-Spac Transaction and acquisition of HAGE3D were unavoidable and impacted the result of the ﬁnancial year. As a result, liquidity pressures intensiﬁed in 2025 without external ﬁnancing. 4 5 Following a thorough analysis of the Group’s ﬁnancial position, market environment, and operational Looking to the future, our strategy is ﬁrmly anchored in technologically demanding, value-added capabilities, and supported by the Independent Business Review prepared by RSM Ebner Stolz GmbH & Co. applications — segments in which total cost of ownership, certiﬁed material performance and dependable KG, we — the Board of Directors and the Supervisory Board — concluded that comprehensive restructuring service are decisive factors. We will scale production of the VIIO 250, ALTRA 280 and IPSO 105 to meet is necessary to ensure the long-term viability of the Company. rising demand from various industries; expand our Application Engineering capabilities to accelerate part qualiﬁcation; deepen joint research and development with HAGE3D; and grow recurring revenue streams The restructuring plan aims to: through digital services, preventive maintenance packages and materials. Early orders in Q4 2024 for the new system generation already accounted for more half of fourth-quarter hardware sales, a signal that • Restore liquidity and secure adequate ﬁnancing to cover the forecast shortfall in 2025 and provide conﬁrms our signiﬁcant revenue growth in 2025. stability until at least mid-2027, • Improve proﬁtability through cost reduction, operational eﬀiciency measures, and strategic portfolio Our balance sheet strength following the Business Combination gives us ﬂexibility to invest selectively in management, technology, talent and market access. • Strengthen competitiveness by completing the global rollout of the new, higher-margin product portfolio, and None of this would be possible without the commitment of our employees, the trust of our customers and • Reduce working capital by accelerating the sale of existing aged inventory. business partners, and the conﬁdence of our shareholders. On behalf of the Group, I extend my sincere gratitude to all of you. Together we will continue to drive industrial adoption of large-format 3D printing As Key Elements of the Financial Restructuring Plan following is settled: and create sustainable value. • Capital Increase: A planned cash capital increase of EUR 3.2 million under exclusion of subscription rights, fully underwritten by the two major shareholders De Krassny GmbH and HAGE Holding GmbH, whereof EUR 3 million from De Krassny GmbH will be part of the later placed convertibles. Sincerely Yours, • Shareholder Loans: Extension of existing shareholder loans by BASF Venture Capital GmbH, Koehler Invest GmbH, and HAGE Holding GmbH until 31 December 2027, with the option to convert into up to Class A shares or use for balance sheet relief at maturity, and Thomas Janics-Jakomini • Additional Liquidity: Repayment of EUR 1.8 million to the Group by Koehler Invest GmbH in respect of Chief Executive Oﬀicer BigRep SE the reinstatement of a previously repaid shareholder loan. Member of the Management Board • (Private) Placement of up to EUR 10 million in Convertible Notes to secure vital corporate ﬁnancing, which allows the noteholders to convert the notes into Class A Public Shares at a ﬁxed price during speciﬁc future conversion periods. 6 7 Annual Report 2024: Report of the Supervisory Board Dear Shareholders, Despitethecontinuouschallengesin2024,theﬁnancialyearwascharacterizedbystrategicandoperational milestones – ﬁrst and foremost the successful De-Spac Transaction with SMG Technology Acceleration SE, the initial public oﬀering in the regulated market (General Standard) of the Frankfurt Stock Exchange (“Business Combination”) and the acquisition of HAGE3D GmbH (“HAGE3D acquisition). The Supervisory Board, in its respective composition, closely accompanied these transformation processes and duly performed all review and advisory duties incumbent upon it under statutory law, the Articles of Association and its Rules of Procedure. 8 9 Cooperation between Supervisory Board and Management Composition of the Management Bodies Board The 2024 ﬁnancial year was also characterized by personnel changes due to the changes resulting from the Business Combination and the acquisition of HAGE3D. The following table shows the changing In the past ﬁnancial year, the Supervisory Board monitored the Company’s aﬀairs and regularly advised the composition of the boards over the course of the ﬁnancial year. Management Board on the management of the Company. In the process, we were always able to convince ourselves that the Management Board’s work was lawful, appropriate, and proper. The Management Board fulﬁlled its duties to inform the Supervisory Board regularly, promptly, and comprehensively in Board Name Role/Position Start of Term End of Term both written and verbal form. In doing so, the Management Board provided information on all strategy, planning, business development, risk situation, risk development, compliance, and sustainability topics that were relevant for BigRep SE and its aﬀiliates. The information also included deviations from the Management Chief Executive Oﬀicer Dr. Stefan Petrikovics 27 Jul 2023 30 Jul 2024 Board (CEO) business operations from business planning. The Supervisory Board always had suﬀicient opportunity to thoroughly review the reports of the Management Board and the proposed resolutions, and to contribute Chief Operating Oﬀicer its own suggestions. René Geppert 27 Jul 2023 30 Jul 2024 (COO) The Supervisory Board members were also available to the Management Board in an advisory capacity Chief Financial Oﬀicer George Aase 27 Jul 2023 30 Jul 2024 outside the regular Supervisory Board meetings. The Chairman of the Supervisory Board in particular, (CFO) had regular close exchanges with the Management Board to share information and thoughts on current Chief Administration company developments. This applies equally to the Deputy Chairman of the Supervisory Board, who also Werner Weynand 27 Jul 2023 30 Jul 2024 Oﬀicer (CAO) spoke with the Management Board on a regular basis outside of regular Supervisory Board meetings. In addition, the members of the Supervisory Board have performed the following activities: Chief Executive Oﬀicer Dr. Sven Thate 30 Jul 2024 31 Oct 2024 (CEO) • Approval of the proposed budget for the ﬁnancial year 2024, including the cash measures as part of the overall budget, Chief Financial Oﬀicer Dr. Reinhard Festag 30 Jul 2024 31 Mar 2025 • Approval to share information with HAGE3D in the course of the acquisition, (CFO) • Approval of measures in relation to the existing VSOP program and acknowledgement of the 2024 Thomas Janics- Chief Executive Oﬀicer settlement of the VSOP before the Business Combination, 01 Nov 2024 — (incumbent) Jakomini (CEO) • Appointment of Dr. Peter Smeets as Chairman of the Supervisory Board, • Appointment of Mr. Philipp Prechtl and Mr. Florian Hampel as members of the Audit Committee, with Philipp Prechtl being appointed as Chairman, Supervisory Ewald Weizenbauer Chairman 25 Sep 2023 30 Jul 2024 • Authorization for the members of the Supervisory and Management Boards, and lawyers from Arendt Board Rhett Oudkerk Pool Member 25 Sep 2023 30 Jul 2024 & Medernach SA to take necessary actions, sign documents, and ﬁle with Luxembourg Trade and Companies Register, Benoît de Belder Member 25 Sep 2023 30 Jul 2024 • Coordination with the Management Board and approval of all Supervisory Board reserved matters, • Review of ongoing business performance, including revenue and proﬁtability development, liquidity Dr. Geza Toth-Feher, Member 25 Sep 2023 30 Jul 2024 position, market position, expansion and business strategy of the Group, Lord of Kennal • Informal dialogue and consultation with the Management Board and senior executives, Dr. Peter Smeets Chairman 30 Jul 2024 30 Aug 2025 • Approval of contracts with third parties as needed and in accordance with the Rules of Procedure, e.g. the Group's external auditors and consultants, Florian Hampel Deputy Chairman 30 Jul 2024 — (incumbent) • Ongoing review of regulatory requirements, and • Composition of the management bodies. Philipp Prechtl Member 30 Jul 2024 — (incumbent) Tommy Grosche Member 30 Jul 2024 — (incumbent) Isabella de Krassny Member 30 Jul 2024 — (incumbent) 10 11 Meetings of the Supervisory Board and Key Areas of Corporate Governance and Eﬀiciency Review Deliberation As a Luxembourg Société Européenne, BigRep SE is not required to issue a declaration of conformity but is committed to high governance standards and has implemented structures in line with common In the 2024 ﬁnancial year, the Supervisory Board held six ordinary and two extraordinary meetings; all recommendations, e.g. of the German Corporate Governance Code. In December 2024, the Supervisory meetings were quorate. The main topics discussed were: Board conducted a self-assessment of its eﬀiciency; potential for improvement was identiﬁed primarily in the digitalization of meeting preparation and follow-up. • Strategy&BusinessDevelopment–validationofthegrowthandproductstrategy,includingthemarket launch of the large-format printer VIIO and the initiation of a restructuring program starting in 2024, • De-Spac transaction – review and approval of the Business Combination Agreement, prospectus Audit Committee and audit of Annual and Consolidated clearance and admission to trading, Financial Statements 2024 • HAGE3D acquisition – approval of the transaction, progress of integration and realization of synergies, • Financial Position & Risk Management – analysis of the monthly reporting, liquidity planning, capital structure and key ﬁnancial as well as company risks, and The Audit Committee of the Group oversees the accounting and ﬁnancial reporting processes of the Group, • 2024 standalone and consolidated ﬁnancial statements – preliminary review of the draﬅ, discussion the audits of the standalone and consolidated ﬁnancial statements of the Group, internal controls and and adoption of resolutions. choice of the Group's independent auditor. All meetings were held via video conference mostly initiated from the Grand Duchy of Luxembourg and The stand-alone ﬁnancial statements of the Company as of and for the year ended 31 December 2024, adequate numbers of members of the Supervisory Board were present at all meetings to ensure that a prepared in accordance with Luxembourg legal and regulatory requirements, and the consolidated quorum was present at all times. ﬁnancial statements of the Group as of and for the year ended 31 December 2024 prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and endorsed by the European Union (IFRS), were audited by the statutory auditor Forvis Mazars S.A. Committees of the Supervisory Board (Luxembourg). The Audit Committee and subsequently the Supervisory Board discussed the documents in detail; no objections were raised. On 18 December 2025 the Supervisory Board approved the standalone The Supervisory Board has established an Audit Committee. In the reporting year the committee consisted and consolidated ﬁnancial statements; the standalone and consolidated ﬁnancial statements are thereby of Mr. Philipp Prechtl (Chairman) and Mr. Florian Hampel. The Audit Committee met four times in 2024 and adopted. The Supervisory Board concurs with the Management Board’s proposal to carry forward the net dealt inter alia with: loss for the year to new account. • Monitoring the accounting process and the eﬀectiveness of the internal control and risk management The Supervisory Board acknowledged the independence of the auditor and obtained a corresponding system, declaration of independence. The above-mentioned Audit Documents and associated audit reports were • Detailed discussion of the half-year ﬁgures and further action 2024, sent to the members of the Supervisory Board. The Supervisory Board reviewed the Audit Documents of • Discussion and insight into governance systems, the Group. The result of the preliminary review by the Audit Committee and the result of its own review • Formal appointment of the statutory auditor Forvis Mazars Luxembourg S.A. already selected by the fully correspond to the result of the audit of the standalone and consolidated ﬁnancial statements. In view last Annual General Meeting, of the ﬁnal result of its own review, the Supervisory Board raises no objections to the result of the audit • On-site audit of processes and governance systems (incl. commissioning external review and activity by the auditor. The Supervisory Board has therefore approved the stand-alone ﬁnancial statements of plan for management), the Company and the consolidated ﬁnancial statements of the Group as of and for the year-ended 31 • Deﬁnition of audit focal points, and December 2024. • Discussion of the audit ﬁndings and the auditor’s recommendations together with the auditor and entire Supervisory Board. No Presidential/Remuneration Committee was set up in 2024; remuneration matters were discussed by the full Supervisory Board. 12 13 Changes in the Management Board and Supervisory Board The composition of the Supervisory Board changed as a result of the De-Spac transaction. Following the transaction, the Supervisory Board comprises the following members: • Dr. Peter Smeets (Chairman until 31 August 2025) • Florian Hampel (Deputy Chairman) • Philipp Prechtl • Tommy Grosche • Isabella de Krassny The previous members of the Supervisory Board and the date of termination are shown in the table above. The Management Board consisted of Dr. Sven Thate (CEO) until 31 October 2024 and Dr. Reinhard Festag (CFO). Dr. Festag resigned from his mandate with eﬀect from 31 March 2025. As of the reporting date, Thomas Janics-Jakomini is the sole member of the Management Board. Outlook The Supervisory Board would like to thank the Management Board and all employees of BigRep SE and its subsidiaries for their extraordinary commitment to a challenging environment. For the 2025 ﬁnancial year – assuming consistent implementation of the measures initiated and successful roll-out of the new product lines – the Supervisory Board expects an increase in revenue accompanied by an improvement in earnings. As the Supervisory Board, we are very much looking forward to continuing BigRep’s success story this year! On behalf of the Supervisory Board Florian Hampel Deputy Chairman of the Supervisory Board 14 15 2. Basic Information on the Group Annual Report 2024: 2.1 Business Model Management Report BigRep SE (the “Company”) and its subsidiaries (hereinaﬅer together referred to as “BigRep” or the “Group”) develops, produces and sells Additive Manufacturing (“AM”) solutions comprising of hardware, soﬅware, materials and services. Our holistic approach of oﬀering AM solutions comprising reliable German and Austrian-engineered hardware, tailored materials, intelligent soﬅware, and a wide variety of services, in our opinion, sets us apart from our competitors and allows us to meet the needs of a growing and diversifying market. The success of our business and the trust of our customers is evidenced by more than 1,000 large-format AM systems installed across a broad range of customers from various industries, particularly automotive, 1. Highlights 2024 aerospace, and manufacturing. With our hybrid sales model of direct sales through our own sales force and e-shop as well as our broad network of global resellers, we have, by our own estimate, the ability to oﬀer industrial, large-format 3D printing solutions for a very broad range of applications such as rapid prototyping, Following the completion of the De-Spac Transaction (the “Business Combination”) between BigRep SE manufacturing tooling such as jigs and ﬁxtures, forms and moulds, as well as end- and spare-part production and BigRep GmbH, we successfully entered the stock market as an operational company. We opened the to a broad customer base globally. trading day on the Frankfurt Stock Exchange with a traditional ringing of the bell. This signiﬁcant step was made possible by the strategic merger with BigRep SE (formerly SMG Technology Acceleration SE), Today, BigRep counts blue-chip companies such as Ford, Deutsche Bahn, Canyon, and Airbus, and hidden supported by our sponsor, SMG Technology Holding Sàrl and SMG Holding Sàrl. SMG Technology Holding champions like Zoeller or Magirus, but also educational institutions, research institutes, and innovative start- Sàrl deregistered as of 8 August 2024 and no longer exists. ups among its customers. We have steadily contributed and will continue to contribute to the development of 3D printing and the improvement of traditional production processes and the acceleration of innovation Since our founding in 2014, we have grown into an industry leader in large-format Fused Filament processes. Fabrication (“FFF”) 3D printers. Our portfolio includes a broad range of low- to high-temperature machines, developed in Germany and Austria. We oﬀer tested 3D printing materials, intuitive soﬅware, an e-learning With our holistic approach, we oﬀer more than just a 3D printer. We deliver AM solutions comprising reliable platform, application consulting, ﬁrst-class customer service, and comprehensive training to help our German and Austrian-engineered hardware, including the BigRep ONE, STUDIO, PRO, ALTRA, IPSO and VIIO customers succeed. as well as intelligent soﬅware for ease of use and productivity, including BigRep FLOW, BLADE and CONNECT. Unlike key competitors, we are open and give our customers the freedom to use tailored BigRep branded and Our customers include renowned companies such as Ford, Deutsche Bahn, Canyon, and Airbus, as well as quality-controlledmaterials, such as standard and specialty biopolymers as well as engineering performance educational institutions, research institutes, and startups. polymers, ortousethird-partyﬁlaments. Ourbroadvalue-addingservicesincludepartprintinginBigRep’s3D Print Service, application and materials consulting, training, and our knowledge base via BigRep’s ACADEMY, In our eﬀorts to oﬀer exceptional technologies and solutions for additive manufacturing and to expand and installation and maintenance services to ensure fast customer success pre- and aﬅer-sale also for less our capabilities, the acquisition of HAGE3D during the 2024 ﬁnancial year marks another milestone. The skilled users. acquisition was a major step toward our vision of becoming a comprehensive ecosystem for a range of low- to high-temperature applications, oﬀering a powerhouse of innovations and opportunities. A team of around 99 on average over the ﬁnancial year 2024 competent employees in Germany, Austria, the United States, and Singapore successfully and quickly moves projects forward, thanks to broad-based The technological expansion of our portfolio was and remains central to our strategic direction. expertise, many years of experience and excellent know-how. Research and development pull together with project engineers and service and application technicians to realize holistic solutions from a single source In addition to the HAGE3D solutions, we also introduced the ﬁrst highly automated large-capacity printer, – from project acquisition to continued life-time support and customer value driving repeat and recurring the VIIO, to industrial customers seeking high reliability and ease of use. business. Risks, eﬀects, and possibilities are considered at all times, and the highest level of professionalism is achieved. 16 17 2.2 Group Structure BigRep SE (formerly SMG Technology Acceleration SE) heads the Group. It is located at 9, rue de Bitbourg, L-1273 Luxembourg, Luxembourg. BigRep SE holds 100% of the shares in BigRep GmbH, which runs the groups operative business and all central functions. BigRep GmbH in turn holds 100% of HAGE3D GmbH, BigRep America Inc and BigRep Pvt. Ltd. In Austria, HAGE3D GmbH develops and manufactures AM systems for the group, while the subsidiaries in the United States and Singapore are responsible for selling in the respective markets. The following ﬁgure shows the structure of the Group as of 31 December 2024. BigRep SE (previously SMG Technology Acceleration SE) B 279246 Luxembourg 100 % We procure supplies from leading suppliers worldwide and pursue a hybrid sales model with direct sales Old BigRep Group SMG Technology Advisors and the use of resellers. Our broad network of global resellers consists of more than 50 active resellers (until July 2024) Verwaltungs-GmbH covering more than 40 countries. We generate direct sales through our own sales force and our e-shop for HRB 267707 Berlin, Germany materials and spare parts – BigRep HUB. 100 % Limited General BigRep GmbH was founded in December 2013 and started operating in 2014. We swiﬅly expanded our BigRep GmbH Partner Partner business with own subsidiaries in the United States and Singapore to get a global reach. On 26 July 2024, HRB 155360B Berlin, Germany SMG Technology Advisors the product portfolio was enlarged via the acquisition of HAGE3D GmbH in Austria. GmbH & Co. KG HRA 63444 Berlin, Germany SMG Technology Acceleration SE was a special purpose vehicle that was incorporated on 27 July 2023. As part of a successful business combination (“Business Combination”) via De-Spac merger on 29 July 2024, shares of BigRep GmbH were contributed to SMG Technology Acceleration SE, which was renamed to BigRep SE as of 25 July 2024: By resolution of the general meeting of SMG Technology Acceleration SE, the Business Combination was approved and the name of the combined entity was changed to “BigRep SE”. 100 % 100 % 100 % 100 % BSL BigRep Service The Group structure includes subsidiaries in Germany, Austria, the USA and Singapore. There are no other HAGE3D GmbH BigRep America Inc. BigRep Private Ltd. GmbH branch oﬀices. The Group structure is described in detail in the following section. FN 505547b Wilmington, MA, USA Singapore HRB 267783B Berlin, Leoben, Austria Germany 18 19 The Group recognizes only one holder per share. In case a share is owned by several persons, they must 2.3 Corporate Governance and Control Structures appoint a single representative who shall represent them towards the Group. The Group is entitled to suspendtheexerciseofallrightsattachedtoashareheldbyseveralowners, exceptforrelevantinformation The following disclosures are made in accordance with article 11 of the Luxembourg Law of 19 May 2006 on rights, until such representative has been appointed. takeover bids, as amended (the “Takeover Law”): In accordance with article 28 of the Transparency Law, the exercise of voting rights related to the Shares Shares and Structure of Share Capital exceeding the fraction that should have been notiﬁed under the respective provisions as set out above is The Group’s issued share capital as of 31 December 2024 was set at seven hundred ninety-three thousand suspended. The suspension of the exercise of voting rights is liﬅed the moment the shareholder makes the ﬁve hundred thirty-eight euro and ﬁﬅy-three cent (EUR 793.538,53), represented by fourteen million ﬁve relevant notiﬁcation. hundred seventy-ﬁve thousand four hundred eighteen (14,575,418) class A shares without nominal value (the "Class A Shares”). Special Control Rights There are no special control rights attached to the Shares. Out of the total number of shares two million one hundred and ninety ﬁve thousand two hundred sixty two (2,195,262) shares are held by the Group as treasury shares resulting from the redemption of 95,262 Class Share Transfer Restrictions A shares against cash, and two million one hundred thousand (2,100,000) class A shares without nominal Subject to the provisions of the Law, the Articles and the Lock-Up and Divestment Agreement (as deﬁned value redeemed against issuance of class C shares (the "Preferred Shares”). below), the Class A Shares of the Group are freely transferable, and all rights and obligations attached to any Share are passed to any transferee thereof. The Class A Shares exist in dematerialized form and are freely transferable and admitted to trading on the regulated market of the Frankfurt Stock Exchange within the “Prime Standard” segment, whereas the Contractual Transfer Restrictions Preferred Shares exist in registered form. There is a lock-up and divestment agreement (the “Lock-Up and Divestment Agreement”) in place, as set out in Part B of the Business Combination Agreement. A copy of the Business Combination Agreement The BigRep SE is a European Company (Societas Europaea). A copy of the articles of association of the is available under https://bigrep.com/investor-relations/#BCA “Business Combination Agreement (BCA)”. Company (the “Articles”) is available on the Company’s Investor Relations page: https://bigrep.com/ investor-relations/#Statute “Statute of the Company”. Certain Class A Shares and the Preferred Shares are subject to a lock-up as set out in clause 2 of the Lock- Up and Divestment Agreement. Rights and Obligations attached to the Shares Each Share entitles the holder thereof to one vote at the general meeting of shareholders, subject to the Authorizations Regarding Operations on Shares provisions of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Law”). Under the authorised share capital pursuant to article 6.1 of the Articles, the management board of the All Shares carry rights as provided for by Law and as set forth in the Articles, including rights to receive Group (the “Management Board”) with the consent of the supervisory board of the Group (the “Supervisory dividends (if declared) or liquidation proceeds. Board”) is authorised to issue Class A Shares, to grant options or warrants to subscribe for Class A Shares and to issue any other instruments giving access to Class A Shares within the limits of the authorised Preferred Shares entitle to a preferred dividend, as set out in article 28.7 of the Articles and are redeemable capital to such persons and on such terms as they shall see ﬁt and speciﬁcally to proceed to such issuance in accordance with article 430-22 of the Law and the Articles if all of the conditions set forth in article 8 of with removal or limitation of the preferential right to subscribe to the Class A Shares issued for the existing the Articles are complied with. shareholders of the Group, and it being understood, that any issuance of such instruments will reduce the available authorised capital accordingly. Restrictions on Voting Rights The Articles do not provide for any voting restrictions. Shareholders’ votes are exercisable by the persons Contractual Transfer Restrictions who are shareholders on the record date as further set out in article 11 of the Articles, and proxy forms / Except for the Lock-Up and Divestment Agreement, the Group is not aware of any factors, including voting forms must be received by the Group a certain time before the date of the relevant general meeting agreements between shareholders, which may result in restrictions on the transfer of Shares or voting of shareholders, as set out in article 11.1 of the Articles. rights attached thereto. 20 21 Signiﬁcant Shareholdings Powers of the Management Board and the Supervisory Board At 31 December 2024, the following shareholders kept at least 5% of the Shares: The Management Board is vested with the broadest powers to act in the name of the Group and to take • de Krassny GmbH 28.55 % any action necessary or useful to fulﬁl the Group's corporate purpose, with the exception of the powers • Koehler Invest GmbH 20.52 % reserved by the Law or by the Articles to the Supervisory Board or to the general meeting of shareholders. • BASF Venture Capital GmbH 13.37% • BigRep SE 13.16 % (2,195,262 treasury shares held by BigRep SE to be used i.e. to cover equity-based The Supervisory Board may be consulted by the Management Board on such matters as the Management remuneration and incentive programs and future acquisitions) Board may determine and may authorize any action that may, pursuant to Law or regulation or under • HAGE Holding GmbH 6.62 % article 16 of the Articles, exceed the powers of the management. Other shareholders added up to 17.78%. The direct and indirect ownership of the Group and, as the case The following actions and transactions in relation to the Group’s management require an express consent may be, the control over voting rights attaching to the Shares, in each case, to the extent it is of at least 5%, decision of the Supervisory Board: is available at https://bigrep.com/investor-relations/ "Shareholder Structure" and is updated regularly. The information made available by the Group in that respect is solely based on information provided to • issuance of Shares, granting options or warrants to subscribe for Shares and to issue any other the Group by its shareholders for the purpose of Articles 8, 9, 12 and 12bis of the Luxembourg Law of 11 instruments, such as convertible instruments, giving access to Shares under the authorised capital, January 2008 on transparency requirements for issuers, as amended. • material transactions with related parties in accordance with the provisions of the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of the shareholders Amendments to the Articles of listed companies, Subject to the provisions of the Law, any amendment of the Articles requires a majority of at least two- • modiﬁcationoftheﬁeldsofbusinessoftheGroupandtheterminationofexistingandcommencement thirds (2/3) of the votes validly cast at a general meeting of shareholders at which at least half (1/2) of the of new ﬁelds of business, Group’s share capital is present or represented. In case the second condition is not satisﬁed, a second • encumbrance of shares in material companies as well as liquidation of material companies, general meeting of shareholders may be convened in accordance with the Law, which may deliberate • institution and termination of court cases or arbitration proceedings involving an amount in regardless of the proportion of the Group's share capital represented and at which resolutions are taken at controversy of more than one million euro (EUR 1,000,000) in the individual case, and a majority of at least two-thirds (2/3) of the votes validly cast. Abstention and nil votes will not be taken into • acquisition, sale and encumbrance of real estate and similar rights or rights in real estate with a value account for the calculation of the majority. of more than nine million euro (EUR 9,000,000) in the individual case, Appointment and Removal of the Supervisory Board Members Eﬀect of a Takeover Bid on Signiﬁcant Agreements The appointment and replacement of the members of the Management Board and the Supervisory Board The Group is not party to any signiﬁcant agreements which terminate upon a change of control of the are governed by the Law, the Articles, the rules of procedure of the Management Board and the rules of Group following a takeover bid. No other signiﬁcant agreements are known which take eﬀect, alter or procedure of the Supervisory Board (as applicable). terminate in that case. Members of the Supervisory Board shall be appointed by the general meeting of shareholders, which shall Agreements with Directors and Employees Providing Compensation determine their remuneration and term of oﬀice. The term of oﬀice of a member of the Supervisory Board A share option program has been implemented, with terms as set out in the published prospectus of the may not exceed a period of three years (3) years. The year of appointment does not count in the calculation Group. A copy of the prospectus is available under https://bigrep.com/investor-relations/#Securities_ of the term of expiration of the mandate. Members of the Supervisory Board may be re-appointed for Prospectus “Securities Prospectus”. successive terms. The Supervisory Board must be composed of at least three (3) members and at least one (1) member shall be independent. Any member of the Supervisory Board may be removed from oﬀice at any time, with or without cause, by the general meeting of shareholders at a two-third (2/3) majority vote of the Shares present or represented. The members of the Management Board shall be appointed by the Supervisory Board, which shall determine their remuneration and term of oﬀice. They may, however, initially be appointed by the general meeting of shareholders of the Group. The term of oﬀice of a member of the Management Board may not exceed ﬁve (5) years. Members of the Management Board may also be reappointed for successive terms. Any member of the Management Board may be removed from oﬀice at any time, with or without cause, by the Supervisory Board. 22 23 2.4 Management System accounting process. The ﬁnancial accounting process entails implementing measures that ensure that the ThegoverningbodiesoftheGrouparetheManagementBoard,theSupervisoryBoardandtheShareholders’ standalone ﬁnancial statements comply with regulations. In this context, the measures serve to identify Meeting of BigRep SE. The Management Board members of BigRep SE are also the Managing Directors of and measure risk, as well as to limit identiﬁed risks and review them. the operative entity BigRep GmbH. The consolidated ﬁnancial statements are prepared centrally based on the data from the subsidiaries The Management Board monitors and controls the Group’s development through a detailed reporting which are included in the scope of consolidation. Specially trained staﬀ who use recognized consolidation system. The Management Board reporting informs in detail on current developments in the operating soﬅware solutions perform the consolidation measures, carry out certain reconciliation work, and business in the form of absolute and relative key ﬁgures. monitor regulations relating to timing and processes. The staﬀ supervise the system-technical controls and supplement them with manual audits. The four-eyes-principle, which minimizes the risk of fraudulent The Supervisory Board receives a monthly report. Signiﬁcant items and their changes are explained and activity, is generally applied. Certain approval processes must be complied with during the entire ﬁnancial discussed in detail in regular meetings between the Management and the Supervisory Board. accounting process. The managers of the local companies bear responsibility for local implementation and supervision of the internal control system. BigRep’s most important ﬁnancial key performance indicators (KPIs) for the Management of the group are Revenues, Gross Margin and Adjusted EBITDA (non-GAAP). Besides Revenues Management Board uses The internal control system is subject to permanent further development and adapted to the company’s Gross Margin and Adjusted EBITDA because we believe that it provides useful information to investors and growth. Due to the recent Business Combination and the increased requirements associated with it, others in understanding and evaluating our results of operations, as well as provides a useful measure a backlog of documentation and entering of updates into the technical system and the knowledge for period-to-period comparisons of our business performance. It is a key measure used by Management management system cannot be excluded in this context and is addressed through manual controls. It internallytomakeoperatingdecisions, includingthoserelatedtoanalysingoperatingexpenses, evaluating should be noted that, in general, the internal controlling system, irrespective of its structure, does not performance, and performing strategic planning and annual budgeting. We track our progress using the provide absolute security that signiﬁcant misstatements in the ﬁnancial accounting are avoided or key metrics further described and deﬁned in note 3.16 to the consolidated ﬁnancial statements. uncovered. With suﬀicient certainty, it nevertheless prevents corporate risks from having a signiﬁcant impact. BigRep's Class A shares are traded on the Regulated Market of the Frankfurt Stock Exchange. BigRep has an internal control and risk management system relating to the Group ﬁnancial accounting process in which appropriate structures and processes are deﬁned, and which is implemented within the organization. The system is designed to ensure that all business processes and transactions are accounted for quickly and correctly, and on a standardized basis. It ensures compliance with legal standards, accounting standards and internal instructions on accounting. Amendments to laws and ﬁnancial accounting standards, as well as other promulgations, are analysed continuously in relation to their relevance and eﬀects for the consolidated ﬁnancial statements, and the resultant changes are integrated into the Group’s internal systems and procedures. Along with deﬁned controlling mechanisms, the internal controlling system is also based on system- technical and manual coordination processes, segregation of executive and controlling functions, and compliance with operating instructions. The foreign Group companies prepare their standalone ﬁnancial statements locally and transfer them using a standard deﬁned Group data model. The Group companies are responsible for compliance with groupwide guidelines and procedures that are set out in our internal knowledge management system, as well as for the proper and timely running of their accounting-related processes and systems. Central contacts at BigRep support the local companies in the entire ﬁnancial 24 25 2.5 Research and Development AsatechnologygroupBigRepconductsveryselectivebasicresearchintheAMﬁeld,butmainlydevelopment of new hardware and soﬅware products. This is carried out in its development units in Germany and Austria. Our R&D work aims at achieving excellent print quality while simultaneously achieving a high and easy useability of the BigRep printers for the customer, leading to “ﬁrst print right” at an attractive cost per part ratio for the customer. Major highlight in 2024 was the market introduction of the new BigRep VIIO which exempliﬁes this concept. The Group’s direct R&D expenses in 2024 amounted to EUR 2,988 thousand. The self-developed products were capitalized according to the IAS 38 Intangible Assets. The own work capitalized amounted to EUR 2,092 thousand, equalling a capitalization ratio of 70%. The amortization allocatable to capitalized R&D expenses amounted to EUR 1,962 thousand. Further details are explained in note 10.1 to the consolidated ﬁnancial statements in this report. 26 27 3. Economic Report 3.1 Macroeconomic and Sector-Speciﬁc Environment Aﬅer several successful years, the global additive manufacturing (“AM”) market faced signiﬁcant challenges CustomersintheNorthAmericanregionandintheregionEurope, MiddleEastandAfrica(“NA”and“EMEA”) in 2024, albeit with positive prospects. Overall, the AM market consists of equipment, materials, and regions have signiﬁcantly reduced their equipment spending, with the sharpest decline in the NA region, services to produce metal and polymer parts and reached a value of approximately EUR 10.72 billion in primarily due to economic and political developments in the US. Historically, the US has experienced 2024. robust growth rates and signiﬁcant investment in equipment, particularly in the aerospace and defence sectors. Although this region remains the largest market for additive manufacturing, users appear to be The global polymer material additives market is undergoing strong growth and is expected to reach a focusing more on optimizing the use of existing machines than on expanding their capacity in 2024. value of USD 15 billion by 2025, with a projected compound annual growth rate (CAGR) of 6% from 2025 to 2033. This upward trend is driven by several key factors. First, the rising demand for high-performance The spectrum of polymer additive manufacturing technologies has expanded accordingly, revealing polymers across a wide range of applications and industries using diﬀerent AM technologies — including strong growth potential. To eﬀectively use polymer additive manufacturing, it is important to understand automotive, packaging, construction, and electronics — is a primary growth driver. These sectors rely on both the printing process and the properties of the materials used. This is no longer characterized solely additives to enhance polymer properties such as durability, ﬂexibility, UV resistance, ﬂame retardancy, and by industrial solutions. processingeﬀiciency. Second, increasinglystringentregulatoryrequirementsrelatedtomaterialsafetyand environmental sustainability are prompting manufacturers to adopt more eco-friendly and sustainable Years ago, entry-level systems opened the market to a wider audience and engineering ﬁrms, workshops, additive solutions, fuelling further innovation and market expansion. Finally, ongoing advancements and students are now regular users of additive manufacturing. Easy access to ﬁlament extrusion and in additive technologies are enabling the development of more eﬀective and specialized products, polymerizationprocesseshasfavouredthisdevelopment. WhileproviderssuchasBAMBULABsigniﬁcantly signiﬁcantly contributing to the market’s continued growth. promote the adoption of ﬁlament extrusion technology at the entry-level, they also put pressure on industrial suppliers. Sales of polymer materials and contract manufacturing suppliers are signiﬁcantly higher in the polymer sector(comparedtometalprinting), indicatingamorematuremarketandastrongeraﬀinityforoutsourced A stabilizing market in the fourth quarter and the positive outlook for the beginning of 2025 led equipment parts manufacturing. suppliers to cautious optimism. The forecast for 2029 is nevertheless optimistic, with double-digit growth rates expected in all regions. An estimated compound annual growth rate (CAGR) of 13% is expected until Some reasons for the decline in 2024 were economic uncertainties, high interest rates, and geopolitical 2029. tensions which led to reduced equipment investment. The previously robust growth of professional and industrialequipmentmanufacturers(OEMs),includingChineseones,remainedsigniﬁcantlybelowprevious (Source: AMpower Report — A Pause in Additive Manufacturing Growth, 17 May 2025 and Archive Market years in 2024 and could not compensate for the ongoing decline in Western markets. Quarters 1-3 proved Research — Polymer Material Additives Analysis 2025 and Forecasts 2033: Unveiling Growth Opportunities, particularly challenging, as numerous projects were postponed to later phases with customers citing 28 June 2025) economic uncertainty as their main reason. In contrast to previous years, many suppliers have adopted a more limited approach to future growth, realizing that this optimistic forecast has not materialized. In 2024, consolidation trends emerged in the saturated additive manufacturing industry. Several publicly traded companies that entered the market faced challenges in achieving proﬁtability. They experienced a signiﬁcant decline in market capitalization and, as a result, experienced ﬁnancial diﬀiculties. 28 29 3.2 Business Performance 2024 was a challenging year for BigRep due to the diﬀicult market environment for investment goods on the one hand and the challenges in Group structure on the other hand. The sale of 3D printer contributes still the majority to BigRep’s revenue. BigRep’s sale of new printer was negatively inﬂuenced by investment stops and economic uncertainties of BigRep’s customers. The Business Combination took place seven months aﬅer signing of the agreement and the closing of the acquisition of HAGE3D happened almost nine months aﬅer signing. That extensive and prolonged preparation for the respective closings were followed by the post-merger integration with HAGE3D, both taking oﬀ focus from the organization. Overall BigRep’s revenue declined by 44% to EUR 6,247 thousand. The Management is conﬁdent that BigRep will return to a growth path in 2025 fuelled by the new printer model VIIO introduced in 2024 and the IPSO and ALTRA models acquired with HAGE3D. 3.3 Business Combination and Public Listing On 20 December 2023, SMG Technology Acceleration SE signed the Business Combination Agreement with BigRep GmbH. On 28 May 2024, the original terms of the Business Combination Agreement were amended in an Amendment Agreement relating to the Business Combination Agreement. On 25 July 2024, SMGTechnologyAccelerationSEchangeditsnametoBigRepSE. On29July2024, the Business Combination was following the extraordinary general meeting. The ﬁrst day of trading of the new public shares on the Frankfurt Stock Exchange was 31 July 2024. 30 31 Personnel expenses increased from EUR 7,690 thousand in 2023 to EUR 11,717 thousand in 2024. This 3.4 Results of Operations, Financial Position, and Net Assets was driven by additional bonus payments with the amount of EUR 1,295 thousand in connection with the Business Combination as well as an inorganic increase in headcount during 2024 due to the HAGE3D 3.4.1 Results of Operations acquisition. That head count increase was reverted in the last months of 2024 with a restructuring leading to a similar head count number in the group end of 2024 compared to end of 2023. The increase is also explained by the recognition of personnel expenses related to an equity plan amounting to EUR 1,727 Group statement of proﬁt and loss in accordance with IFRS (own grouping): thousand. Please refer to notes 3.15 for further details. in EUR thousand 2024 2023 Delta Other expenses increased from EUR 5,460 thousand in 2023 to EUR 57,894 thousand in 2024. Most of Revenue 6,247 11,229 (4,982) this increase is attributable to accounting eﬀects related to the Business Combination, particularly the recognition of a “listing fee” amounting to EUR 50,113 thousand. When adjusted for the listing fee and other COGS (3,641) (5,683) 2,042 transaction-related eﬀects, legal and consulting fees rose from EUR 1,364 thousand to EUR 2,743 thousand in 2024, mainly driven by the acquisition of HAGE3D and preparation of the Business Combination. Gross Margin 2,606 5,546 (2,940) Gross Margin % 42% 49% Amortization expenses increased from EUR 1,486 thousand in 2023 to EUR 1,997 thousand in 2024. Other Income 2,960 568 2,392 Primarily driven by the market launch of new products, such as the VIIO, and the commencement of Own work capitalized 2,156 2,050 106 related amortization. Net ﬁnancial result changed from a loss of EUR 207 thousand in 2023 to a gain of EUR 3,218 thousand in 2024 due to gains from cancellation of Class B warrants as a result of the Business Personnel expenses (11,717) (7,690) (4,027) Combination. Other expenses (57,894) (5,460) (52,434) The loss for the period in 2024, including the above-described non-recurring eﬀects due to the Business EBITDA reported (61,889) (4,986) (56,903) Combination, amounted to EUR 61,726 thousand compared with a loss of EUR 7,529 thousand in 2023. Adjustment Listing fee 50,113 0 50,113 3.4.2 Financial Position Adjusted EBITDA (11,776) (4,986) (6,790) in EUR thousand 2024 2023 Delta Although the revenue declined as described above the disaggregation of the revenue into the diﬀerent Total equity 20,096 3,132 16,964 products and services show that the portion of Life Time Value (LTV) revenue (deﬁned as recurring revenues from materials, spare parts, printing services and other revenues other than revenues with printers) of Total equity and liabilities/total assets 36,916 12,354 24,562 BigRep’s total revenue increased from 39.8% in 2023 to 46.9% in 2024. Consequently, the revenue portion from Printer sales was 53.1% of the total revenue in 2024. This emphasizes the continued use of the BigRep Equity ratio 54% 25% products at the customer leading to demand for Life Time Value services and products like materials and Non-current assets 23,276 4,896 18,380 spare parts. Current assets 13,640 7,458 6,182 The decline in Gross Margin from 49% in 2023 to 42% in 2024 was driven by promotional and pricing measures, including campaigns for legacy printers PRO and ONE, as well as discounted early access to the new VIIO printer. Additionally, a general market downturn further pressured margins in standard sales BigRep’s ﬁnancial position shows a high equity ratio (deﬁned as a percentage of total equity divided by channels. total equity and liabilities ) of 54% on 31 December 2024, compared to 25% a year ago. This considerable improvement is mainly due to proceeds from the Business Combination and the resulting capital Other income rose from EUR 568 thousand in 2023 to EUR 2,960 thousand in 2024. The increase was driven reorganization. by the allocation of other non-cash beneﬁts that included the issuance of shares to employees as part of an employee share program. The existing incentive programs (ESOP 2015 and 2017) were terminated. The The non-current assets amount to 63% of the total assets and are dominated by the intangible assets beneﬁciaries received from the shareholders on a pro-rata-basis shares and cash payments to settle these of EUR 20,254 thousand. Thereof internally developed products amounting to EUR 9,629 thousand and programs. The reversal of the liability booked as of 31 December 2023 for these programs resulted in EUR EUR 10,617 thousand are attributed to the HAGE3D acquisition as goodwill. The remaining balance under 1,082 thousand accounted for as other income. Another EUR 1,300 thousand is related to receivables from intangible assets is attributable to capitalized commercial soﬅware licenses. the initial SPAC sponsors. 32 33 Current assets amounted to EUR 13,640 thousand as of 31 December 2024 (previous year: EUR 7,458 and payment of 95,267 redeemed class A shares (EUR 953 thousand) and costs directly attributable to the issuance of new shares to the BigRep GmbH shareholders of EUR -2,970 thousand, reﬂecting listing and costs thousand). About half of it belongs to inventories and the other half being cash, receivables and other related to the Business Combination. Other outﬂows included settlements related to previous plans ESOP current assets. In 2024 inventory levels were elevated to EUR 6,572 thousand at year-end (previous year: 2017 and ESOP 2015, which have been terminated with the event of the Business Combination (EUR -1,455 EUR 4,039 thousand), primarily due to sales falling short of initial projections in 2024, which led to a thousand), lease payments (EUR -543 thousand) and interest paid (EUR -110 thousand). Net increase in cash temporary build-up of stock. Cash and cash equivalents increased signiﬁcantly to EUR 3,941 thousand andcashequivalentswasEUR3,258thousand(previousyear:decreaseofEUR-1,120thousand;year-over-year (previous year: EUR 649 thousand). Equity and liabilities consist of EUR 20,096 thousand equity as of 31 change of EUR 4,378 thousand). Cash and cash equivalents increased from EUR 677 thousand at 1 January December 2024 (previous year: EUR 3,132 thousand), increased as a result of the Business Combination, 2024 to EUR 3,941 thousand at 31 December 2024, including an immaterial positive foreign-exchange eﬀect of EUR3,971thousandinnon-currentliabilities(previousyear:EUR3,354thousand)andEUR12,849thousand EUR 7 thousand (previous year: EUR -8 thousand). in current liabilities (previous year: EUR 5,869 thousand). Current liabilities comprise primarily of EUR 8,933 thousand current ﬁnancial liabilities, of which EUR 8,523 thousand are owed to shareholders of the Group. The Business Combination in 2024 inﬂuenced the consolidated statement of cash ﬂows primarily through Although these loans are classiﬁed as current liabilities, it cannot be assumed that the repayment terms – equity-transaction cash costs recognized in ﬁnancing activities, signiﬁcant non-cash items recognized within in particular the agreed repayment within the next 12 months – can be met in the short term. the reconciliation from loss to operating cash ﬂows, including fair-value movements of redeemable shares and warrants, and working-capital normalization aﬅer combination. Management believes these eﬀects are 3.4.3 Cash Flows largely non-recurring and should be considered as such when assessing underlying cash generation. In 2024, the Group completed a business combination and concurrently acquired HAGE3D, which materially 3.4.4 Overall Assessment of the Economic Situation aﬀected the presentation of cash ﬂows. The year was characterized by substantial non-cash items linked to the before-mentioned transactions, e.g., eﬀects from redeemable Class A shares reclassiﬁed from ﬁnancial Management initiated a range of cost optimization initiatives in 2024 and remains focused on further liabilities in the prior year to equity during 2024 and changes in fair value of class A warrants and cancellation enhancingtheGroup’scoststructurethroughout2025. Thereductionoftheinventorytoitshistoricallevelwill of Class B warrants , and by working-capital normalization following the transaction. These eﬀects should be provide a source of liquidity additional to the cash on hand. Together with increasing revenues from the new considered when comparing year-over-year developments. product portfolio and additional ﬁnancing management believes that the Group has enough funds available to reach break-even in 2027. Nevertheless, there are risks e.g. the worsening macro-economic situation (see Cash ﬂow from operating activities in 2024 was positive with EUR 9,591 thousand (previous year: cash outﬂow risk section) which might lead to an underperformance of the business plan. Additional counter measures of EUR -6,602 thousand). Bridging from the loss of the year 2024 to operating cashﬂows mainly reﬂects ranging from further cost cutting to a capital increase would be required in those scenarios. Management signiﬁcant non-cash items related to the Business Combination: believes that additional measures are feasible. • fair-value gains on redeemable Class A shares EUR -3,780 thousand, 3.5 Employees • other income from cancellation of Class B warrants EUR -307 thousand, • other non-cash adjustments of EUR 48,987 thousand mainly in relation to the listing fee, and • other adjustments in working capital and other assets and liabilities that are not attributable to In average the Group employed 99 full time equivalents (FTEs) in 2024. A large portion of 77% worked in investing or ﬁnancing activities, thereof assets of EUR 23,134 thousand (previous year: EUR -2,582 the BigRep GmbH in Berlin, followed by the employees in America with 11% and in Austria with 7% of the thousand) and liabilities of EUR -3,061 thousand (previous year: EUR +1,640 thousand). group’s workforce. The Sales and Service entities in Luxembourg and Singapore contributing the rest. We are proud to have a diverse work force consisting of about 20 diﬀerent nationalities. Overall, operating activities turned positive in 2024 due to these non-cash adjustments and working-capital inﬂows. We focus our eﬀorts on creating a collaborative environment, where our colleagues feel respected and valued. Weprovideouremployeeswithacompetitivecompensationplan. Inaddition, weregularlyinteract Net cash used in investing activities was EUR -3,365 thousand (previous year: EUR -2,735 thousand; change of with our employees to gauge employee satisfaction and identify areas of focus. EUR -630 thousand). Cash outﬂows mainly related to payments for intangible assets of EUR -2,156 thousand, additions to property, plant and equipment of EUR -331 thousand, and a negative impact resulting from the acquisition of HAGE3D. 3.6 Own Shares Financing activities resulted in a net outﬂow of EUR -2,968 thousand (previous year: inﬂow of EUR 8,217 During the year, as a result of the redemptions that were carried in connection with the Business thousand; change of EUR -11,185 thousand). Gross proceeds from loans and borrowings of EUR 4,931 Combination, the Company acquired 2,195,263 of its own class A public shares at a price of approximately thousand were partly oﬀset by repayments of EUR -1,954 thousand. Equity-related cash ﬂows comprised EUR 10.00 per share. Of these 2,195,263 class A public shares, 2,100,000 were redeemed against the gross proceeds from the issue of share capital and share premium of EUR -867 thousand in total, consisting issuance of 2,100,000 class C preferred shares, and the remaining 95,263 were redeemed against a cash of the issuance of 1,560,000 class B shares as part of the business combination agreement (EUR 86 thousand) settlement of EUR 953 thousand. 34 35 4. Opportunity and Risk Report 4.1 Risk and Opportunity Management System 4.2 Illustration of Risks BigRep SE operates in a technologically sophisticated and demanding market of the future that entails Event risk and risk eﬀect comprise the criteria for establishing relevance for action. According to the risk both opportunities and risks. BigRep has instituted a number of measures to secure the Group as a going management manual, risks are regarded as action-relevant which exhibit either a high probability of concern and foster its positive growth and development. The management system for opportunities and occurrence (high probability that the risk will materialize) or a high impact (potential eﬀect of the risk), and risks, which is integrated into all signiﬁcant corporate processes continuously, forms an important part which are classiﬁed as at least medium in relation to the respective remaining criterion. of these measures. This system helps the BigRep SE identify opportunities and risks at an early stage and respond proactively to them. As a consequence, the risk management system comprises not only an In total, we identiﬁed 20 relevant and speciﬁc risks for our business, out of which 14 have a low or very important safeguarding instrument but also helps the Group achieve its objectives. low probability of occurrence and a low or very low impact. A total of six risks were categorized as action- relevant as part of the most recent risk inventories. The Management Board actively handles action- The risk management system is being continuously further developed and is based essentially on the relevant risks, launching corresponding countermeasures in each case. The action-relevant we describe recognized scenario analysis method. This method utilizes a matrix consisting of 25 cells in which both in more detail as follows: the probability of occurrence and the impact of each risk are divided into ﬁve categories of very low, low, medium,highandveryhigh.Thisrankingmethod(riskrankingsequence)isreadilycomprehensible,creates Financial bottlenecks due to insuﬀicient liquidity resources related to e.g. high stock of aged a high degree of risk transparency, and provides an easy visual overview. The risk policy principles are set solutions and time-shiﬅed cost savings: BigRep depends on external capital, such as shareholder loans out in a risk manual that deﬁnes and describes the risk management process. This manual is reviewed and convertible bonds, to support our business growth. BigRep has established an ongoing transformation frequently and revised when required and is binding for BigRep SE and its subsidiaries. All relevant risks process. Part of this transformation process is a catalogue of measures to reduce costs. The liquidity are identiﬁed, quantiﬁed, communicated and steered systematically as part of a regular risk inventory. eﬀects expected from this could materialize later than expected or be lower than expected. In addition, This allows disadvantageous developments of particular signiﬁcance for the Group's ﬁnancial position the Group has stocks of older machines for which a plan has been drawn up to sell them oﬀ quickly. If and performance to be countered on time. the implementation of this plan is delayed, the expected liquidity eﬀects could also materialize later than expected or be lower than expected. Impact of this risk would be very high, probability of occurrence high. BigRep acknowledges that handling business risks forms the core of all business activity. In accordance with International Accounting Standards, the term “risk" is understood to refer to the possibility of negative Risk of disruptions, short-term changes, failure or closure in supply chain due to single sourcing: future changes to a Group's ﬁnancial position, and the term ”opportunity" is understood to refer to the The Group develops and sells machines in the ﬁeld of additive manufacturing. The machines are possibility of positive future changes to a Group's ﬁnancial position. In relation to the Group, risk is deﬁned assembled by a limited number of contract manufacturers, which means that many of our products are as the risk that events or actions prevent BigRep SE from attaining its objectives, and/ or from successfully single sourced. If these manufacturers were to fail or production of our products were disturbed, this would implementing its strategy. All decisions that can inﬂuence the Group's current and future position are have a negative impact on our sales, revenue and earnings. If the availability of direct materials (purchased subjected to the weighing up of related opportunities and risks. The Group's current business position goods, raw materials, packaging, sourced products, energy) decreases, or these costs increase, and we are and its resultant risks are discussed at regular management meetings. Appropriate countermeasures are unable to either oﬀset or pass along increased costs to our customers, our ﬁnancial condition, liquidity or launched if risks are identiﬁed. results of operations have been and could continue to be adversely aﬀected. Impact of this risk would be medium, probability of occurrence high. Central risk responsibility lies with the Management Board. The Group is not aware of any current going concern risks to BigRep SE, provided that the restructuring and recapitalization measures described in this Global markets slow down resulting in lower investments by our customers: As a globally active Annual Report are implemented as planned and on schedule. Any delays or deviations in implementation Group, we sell our products in international markets. The ongoing discussions on customs duties and - which were not apparent at the time this report was prepared - could adversely aﬀect this assessment. other trade restrictions could have a negative impact on BigRep's sales, turnover and earnings. Even though we do not have any special customer relationships in markets such as Russia or Ukraine, ongoing BigRep SE works continuously on the further development and improvement of the management system international conﬂicts and the resulting restrictions on international trade could have a negative impact on for opportunities and risks. Established structures ensure that opportunities and risks of relevance to our business. Impact of this risk would be medium, probability of occurrence high. business operations are identiﬁed in good time. 36 37 Market slowdowns in speciﬁc industries resulting in lower investments: We sell our products in 4.3 Financial Risk Management various industries with diﬀerent relevance for our Group. A market slowdown in certain industries, such as the automotive sector, could have a negative impact on the Group's sales, revenue and earnings. Even BigRep’sﬁnancialriskmanagementisanessentialelementoftheplanningandimplementationofbusiness though we have a broad customer base, a persistently deteriorated economic development in certain strategies. The principles of BigRep’s ﬁnancial risk management are set by the Management Board. industries and the resulting impact on sales opportunities could have a negative impact on our business. If demand for our products and services, or in the 3D printing market generally, does not grow as expected, Rising market ﬂuctuation levels might result in considerable volatility risks to cash ﬂows and income for our revenues may stagnate or decline, and our proﬁtability may be adversely aﬀected. Impact of this risk BigRep. The operating business of the Group and its investment and ﬁnancing activities are aﬀected by would be medium, probability of occurrence high. changes of the exchange rates, interest rates and commodity prices. In order to optimize the distribution of the ﬁnancial resources across BigRep’s operating companies and in order to ensure an optimum return Low-cost competitors may outperform through better pricing and lower costs: The market for for its shareholders, BigRep identiﬁes and analyses the ﬁnancial market risks associated therewith and polymer-based 3D printing is subject to strong competitive pressure, including from Asia. If one of these manages them proactively. suppliers were to undercut our prices on a sustained basis, this would have a negative impact on the Group's sales, revenue and earnings. Impact of this risk would be high, probability of occurrence very high. Given its size, BigRep has not implemented any mathematical or comparable tools to control its ﬁnancial risks. But, BigRep has introduced mandatory ﬁnancial risk management measures which have been Too slow technological progress as high investments are required in a challenging AM industry: installed eﬀectively for several years. The Group identiﬁed the following main ﬁnancial risks: We operate in a rapidly growing market environment characterized by technological improvements. If we invest too little or too slowly in the further development of our product portfolio in this environment, this • Risk of insuﬀicient funds to ﬁnance the ongoing transformation, could have a negative impact on the Group's sales, revenue and earnings. Impact of this risk would be high, • Risk that outstanding trade receivables and other receivables prove uncollectible, probability of occurrence very high. • Risk of rising exchange rates in the countries BigRep is active in, • Risk of interest rate increases, In addition to these Group-speciﬁc risks we see some risks for society of a general nature. • Risk of tariﬀs in core markets (supply chain as well as sales markets), • Non-compliance with ﬁnancial obligations. Economic and geopolitical conditions in Germany, Europe, and the United States could adversely aﬀect our business, results of operations, ﬁnancial condition, and prospects: Our results of The OECD’s Pillar II framework introduces a global minimum tax regime applicable to multinational operations may vary based on the impact of changes in the German, European, Asian and U.S. economies enterprisegroupswithconsolidatedannualrevenueofatleastEUR750million.AstheGroup’sconsolidated and the political environment on us and our customers. The business of BigRep is based on a broad revenue is below this threshold, the provisions of Pillar II are not applicable. Accordingly, no amounts customer base, however, some customers had to increase the prices they charge to consumers due to the related to Pillar II have been recognized in these consolidated ﬁnancial statements. worseningoftheeconomicconditionsinGermany, EuropeandtheUnitedStates. Atthesametime, interest rates may increase signiﬁcantly by the United States Federal Reserve, the European Central Bank and other major central banks. this could have a negative impact on the Group's sales, revenue and earnings. The ongoing war in Ukraine and the impact of sanctions on Russia might have a negative impact on our business or our customer’s business: The ongoing conﬂict might have a negative impact on the worldwide economy, including the jurisdictions BigRep is active in, which could harm our and our customers’ businesses. Such eﬀects may continuously include higher inﬂation, higher interest rates, declining access to credit, declining availability of insurance, lower or stagnating wages, increasing unemployment, weakness in real estate markets, changes in regulatory, ﬁscal or tax policies, removal of subsidies,reducedpublicspending,initiativestoaddressclimatechange,increasesinfuelprices,weakness in energy markets or a loss of consumer conﬁdence that may have, in the end, an adverse eﬀect on our revenues and results of operations. 38 39 Despite the greatest care, it cannot be excluded entirely that signiﬁcant risks that have not been identiﬁed to date exert a negative eﬀect on our business development and trends. Taking into account the afore- mentioned restructuring and recapitalization measures and the associated going concern risk, no further going concern risks were identiﬁable, neither during the ﬁscal year 2024, nor as of the date when this business report was prepared. For further details please refer to note 2.2 in the Notes to the consolidated ﬁnancial statements. 4.5 Illustration of Opportunities Opportunities also arise for BigRep in the deﬁned risk areas insofar as the Group's future ﬁnancial and business development enables targets to be exceeded in these areas. Opportunities related to the capital market arise for the Group in the context of potential inclusion in equity indexes in the future, which would improve the Group's visibility for international investors. Due to the Business Combination in July 2024, BigRep also might have better access to further funding to gradually implement its own growth strategy. Market and sector opportunities: BigRep beneﬁts from technology leadership in FDM technology when competing with other additive manufacturing system producers. The deployment of a heated build chamber and constant unit cost reduction allow major productivity enhancements to be achieved, which makes utilisation of the machines especially attractive for industrial applications. 4.4 Overall Statement of the Risk Situation Customer and sales opportunities: Proximity to customers in connection with the monitoring and addressing of problems generates trust-based relationships of many years' standing, as well as additional sales potential. Through investing constantly in the expansion of international sales as well as in research The Management Board regards the Group's overall risk position as appropriate, and development, BigRep can constantly further improve its own products' safety, and set standards provided that the restructuring and recapitalization measures described in this within its own sector. Annual Report are implemented as planned and on schedule. Any delays or deviations in implementation could adversely aﬀect the Company’s risk proﬁle and Opportunities related to intellectual property arise for BigRep as a result of its many years of experience additional measures could become necessary. The market for 3D printing machinery with the FDM technology that the Group applies, which might create higher market entry barriers for is generally intact and remains attractive due to the growth opportunities that it competitors. Some of the technology's pioneers are employed at BigRep, and their expertise helps BigRep oﬀers. to retain this advantage, and also expand it to some extent. BigRep is well positioned technologically, its production systems are suﬀicient and Corporate opportunities: Through the acquisition of HAGE3D, growth opportunities arise for BigRep in state-of-the-art, capital backing enables further growth, and its staﬀ form a highly the sale of machines as well as in the aﬅer-sales business. Corresponding future acquisitions might allow qualiﬁed and successfully performing team. Consequently, the Management Board BigRep to expand its machines and consumables business and extend its own value chain. regards the Group as well positioned for future market growth and development. 40 41 • The capital increase is subject to a regulatory exemption from the Luxembourg ﬁnancial 5. Outlook supervisory authority (CSSF). Should the exemption not be granted, the committed shareholders have undertaken to provide the necessary liquidity through alternative means. 5.1 Outlook • Extension of existing shareholder loans until 31 December 2027, by BASF Venture Capital GmbH, Koehler Invest GmbH, and HAGE Holding GmbH, along with the commitment to convert these This ﬁscal year will continue to be challenging for business development due to market uncertainties and loans into equity (up to 1,269,582 Class A shares) or use them to otherwise relieve the balance the competitive situation. In addition to the continued implementation of agreed organizational measures sheet at maturity. to reduce costs, the base product cost will also be evaluated and measures for improvement will be • An additional liquidity inﬂow of EUR 1.8 million from Koehler Invest GmbH, restoring a previously implemented in 2026. At the time of publication, tariﬀs are being considered for the US market, which repaid shareholder loan to its original balance. would negatively impact a key sales market for BigRep. Interest bearing loans with the interest rate of 6% p.a. were extended to the Company to provide interim TherolloutoftheyoungproductlinesonagloballevelwillopenanopportunityforBigRepinnewindustries. ﬁnancing until the aforementioned measures were implemented. In July 2025, the Company received an Our core strategic approach and our business model oﬀering large format printers as open AM solutions in interest bearing loan of EUR 1.4 million from de Krassny GmbH, followed by an additional EUR 1.6 million combination with our high focus on customer satisfaction will help us to diﬀerentiate furthermore in the in September 2025. In the same month, the Company also secured an interest bearing loan of EUR 200 market. Nevertheless, 2025 will therefore be a year of both organizational and technical consolidation, but thousand from HAGE Holding GmbH. with targeted growth through the new product lines. We expect signiﬁcant revenue growth for the 2025 ﬁscal year. In July 2025, Supervisory Board Chairman Dr. Peter Smeets informed the company that he would be stepping down from his position on 31 August 2025. Florian Hampel, Deputy Chairman, will take over his Weanticipate,providedthattherestructuringandrecapitalizationmeasuresdescribedinthecorresponding duties. In accordance with the Articles of Association, there is no need to appoint a new Supervisory Board ad-hoc announcement are implemented as planned and on schedule, generating negative EBITDA due to member immediately. planned market investments in our new product lines and investments in the product cost base. We expect a negative result in 2025. Our targeted break-even point will be in 2027. InNovember2025,theCompanydecidedtoissueaprivateplacementofuptoEUR10millioninConvertible Notes to secure necessary ﬁnancing. The notes entitle the holder to receive interest and, crucially, the option to convert the principal amount and accrued interest into the Issuer's Class A Public Shares at a 5.2 Subsequent Events predetermined Conversion Price of EUR 0.70 per share. Conversion can only occur during speciﬁed semi- annualConversionPeriodscommencingin2026, oriftheIssuerelectstoredeemthenotes. TheConvertible Notes shall mature on 31 December 2031. Early redemption is optional at the discretion of the Company In March 2025, an agreement between the Company and SMG Holding S.à r.l. was reached in accordance or conversion at the request of the holder of the Convertible Note. The Convertible Notes bear interest at with which a payment of EUR 1million was made by SMG Holding S.à r.l. to the Company to settle a rate of 8% p.a. The Convertible Notes are unsecured obligations and are subject to the Luxembourg law, outstanding receivables and loans due by SMG Holding S.à r.l. In accordance with the agreement reached, with strict restrictions on their oﬀer or sale to U.S. persons and retail investors in the EEA. The core investor, SMG Holding S.à r.l. also agreed to bear and settle on behalf of the Company EUR 292 thousand expenses de Krassny GmbH, subscribed EUR 2 million in Convertible Notes. The existing interest-bearing loans of incurred in relation to the Business Combination. EUR 3 million, previously granted by de Krassny GmbH to the Company for the planned capital increase according to the restructuring agreement, were amended and restated to enable de Krassny GmbH to Eﬀective 31 March 2025, Dr. Reinhard Festag resigned as Managing Director of BigRep SE. convert the loans into Convertible Notes. The Company and de Krassny GmbH intend to agree that the loans are represented by 3,000 Convertible Notes with amount of EUR 3 million, without novating the On 30 May 2025, BigRep SE announced the conclusion of a legally binding restructuring agreement with original obligations for all other parties of the original interest bearing loans. its major shareholders to secure the Company’s liquidity and ensure sustainable ﬁnancial stability. The restructuring package includes the following key measures: • A cash capital increase of EUR 3.2 million under exclusion of shareholder subscription rights, fully underwritten by two major shareholders (de Krassny GmbH and HAGE Holding GmbH), who will subscribe to 4,571,428 new Class A shares. 42 43 44 45 The Management Board is responsible for managing the Company and informs the Supervisory Board regularly, comprehensively, and without delay about all relevant issues involving strategy, planning, Annual Report 2024: business development, the risk situation, risk management, and compliance. The Supervisory Board appoints the Management Board members and monitors and advises the Management Board on its Corporate Governance and Responsibility management duties. To perform certain transactions and measures speciﬁed by law, the Articles of Association of the Company, or the Management Board’s bylaws, the Management Board must obtain the Statement prior approval of the Supervisory Board. The Management Board is required to report to the Supervisory Board on the conclusion, amendment, or termination of important agreements that do not require approval under the Articles of Association or the Management Board’s bylaws. The Management Board is also required to notify the Supervisory Board of all material events, even those that do not require the approval of the Supervisory Board. In light of the above statements in 2024, the Management Board and the Supervisory Board once worked closely together for the beneﬁt of the Company and all stakeholders. Solelyforpurposesofsection5.4.1. oftheDAXEquityIndexMethodologyGuideofSTOXXLtd., theCompany declares that it does not deviate from recommendations C.10 (with sole reference to its applicability to the Chair of the Audit Committee), D.8 and D.9 of the GCGC 2022, in each case applied accordingly to a Societas BigRep SE (hereinaﬅer referred to as “the Company”) is a Societas Europaea under Luxembourg law, which Europaea with a two-tier governance system under Luxembourg law. The Company’s Supervisory Board or shares are traded on the regulated market of the Frankfurt Stock Exchange. The Company established its audit committee arranges for the Company’s external auditors to inform it and note in the audit report a two-tier governance system (Système Dualiste) that comprises of a Management Board (Directoire) if, during the performance of the audit, the external auditors identify any facts that indicate an inaccuracy responsible for the operating management of the Company and a Supervisory Board (Conseil de in adhering to the recommendations in C.10, D.8 or D.9 of the GCGC in each case applied accordingly to a Surveillance) that oversees and monitors the activities of the Management Board. The Group’s corporate Societas Europaea with a two-tier governance system under Luxembourg law, and, in case of D.9, applied governance is determined by the applicable Luxembourg law of 10 August 1915 on commercial companies accordingly with respect to this statement. (as amended), the Luxembourg law of 24 May 2011 on the exercise of certain shareholder rights in listed companies(asamended),theGroup’sArticlesofAssociation,aswellastheRulesofProcedureoftheGroup’s During the past 2024 ﬁscal year, the Supervisory Board of the Group was reorganized and newly appointed Management Board and the Rules of Procedure of the Supervisory Board. The Group is not required to as part of the Business Combination. The table below provides an overview of the composition and adhere to the Luxembourg corporate governance regime applicable to companies whose shares are traded members of the Supervisory Board before and aﬅer this transaction. The Supervisory Board continuously in Luxembourg. The Group has opted not to apply the Luxembourg corporate governance regime in its performed the tasks that are incumbent upon it according to the laws and the Company's bylaws. It entirety on a voluntary basis either. Nevertheless, the company aligns its corporate governance framework consulted with the Management Board on an ongoing basis regarding the operational management of with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (“LuxSE”) wherever the company and supervised its managerial activities. The Management Board informed the Supervisory appropriate. During the reporting period, the Supervisory Board reviewed the Company's regulations in Board regularly, promptly and extensively about all signiﬁcant topics concerning the Company, especially light of these principles and conﬁrmed that the framework is largely structured and applied in accordance about the corporate strategy, the status of the implementation of all strategic initiatives, and the current with them. Company-speciﬁc circumstances may lead to deviations from this framework, but these are business progress. Likewise, the share price performance, as well as topics of relevance to the capital generally based on the rules of proper corporate governance. As a result, the Company is committed to market and compliance, also formed part of the regular information provided by the Management Board. applying and implementing a high standard of corporate governance throughout its organization and has therefore decided to set up a corporate governance structure comparable to the afore-mentioned The Supervisory Board was included at an early stage in all fundamentally important decisions. The standards which meet the speciﬁc needs and interests of the Group. The Supervisory Board reviews the SupervisoryBoardthereforehadsuﬀicientopportunitytoengagewithtopicsandtoprepareforresolutions. corporate governance framework at least once a year. Any and all matters that the Management Board submitted to the Supervisory Board for approval in accordance with the bylaws and the rules of business procedures were approved by the Supervisory Board The Company has also issued internally a corporate Code of Conduct. Under this code, all employees of aﬅer in-depth review and discussion with the Management Board. The chairman of the Supervisory Board the Company are required to abide by applicable laws and practice a culture of integrity. The code outlines and the Management Board were also in close contact to ensure a continuous information outside scope the core values of the Company, which also include taking corporate and social responsibility, embracing of Supervisory Board meetings. The quorum required by the bylaws of the Company was always complied diversity and considering also the long-term eﬀects of our doing. with when the Supervisory Board passed its resolutions. 46 47 The following table shows the members of the Management Board and the Supervisory Board of the The Company additionally declares that it has appointed an Audit Committee that is to monitor the Company: accounting process, the eﬀectiveness of the internal control system, the risk management system, and the internal accounting control system as well as the auditing of standalone and consolidated ﬁnancial statements, and in this regard particularly the selection and the independence of the auditor of the annual Board Name Role/Position Start of Term End of Term accounts and the services additionally provided by the auditor of the annual accounts pursuant to section 107 (4) of the German Stock Corporation Act (Aktiengesetz) and, insofar as applicable to the Company as Management Chief Executive Oﬀicer a Luxembourg-listed public-interest entity, Article 52 of the Luxembourg Law of 23 July 2016 concerning Dr. Stefan Petrikovics 27 Jul 2023 30 Jul 2024 Board (CEO) the audit profession and the related provisions of Regulation (EU) No 537/2014. The Audit Committee comprisestwomemberselectedbytheSupervisoryBoard.ThesearePhilippPrechtl(chairman)andFlorian Chief Operating Oﬀicer Hampel. In accordance with Article 68, the Audit Committee supervises the ﬁnancial reporting process, René Geppert 27 Jul 2023 30 Jul 2024 (COO) including the eﬀectiveness of the internal control system and risk management system, and—consistent with Luxembourg law—performs these duties pursuant to Article 52(6)(b)–(c) of the Luxembourg Law of Chief Financial Oﬀicer George Aase 27 Jul 2023 30 Jul 2024 23 July 2016 concerning the audit profession (and related provisions of Regulation (EU) No 537/2014). It (CFO) discusses regular risk reports and addresses issues of compliance and reporting to the Supervisory Board. Chief Administration In addition, it oversees, without intervening in it, the audit of the standalone ﬁnancial statements, the Werner Weynand 27 Jul 2023 30 Jul 2024 Oﬀicer (CAO) Management Report and the proposal on proﬁt/loss appropriation as well as the consolidated ﬁnancial statements and the Group Management Report by the Supervisory Board. In this context, it familiarizes Chief Executive Oﬀicer itself with the auditors’ view on certain aspects of the audit. Dr. Sven Thate 30 Jul 2024 31 Oct 2024 (CEO) Due to the reorganization of the Management Board, there is currently no dedicated remuneration policy Chief Financial Oﬀicer Dr. Reinhard Festag 30 Jul 2024 31 Mar 2025 in place. This will be further speciﬁed in the course of the further reorganization of the Management Board. (CFO) Thomas Janics- Chief Executive Oﬀicer In general, the compensation scheme for the Company’s governing bodies, comprising the Management 01 Nov 2024 — (incumbent) Jakomini (CEO) Board and the Supervisory Board of the Company, is based on the respective individuals’ responsibilities and tasks, and in the existing variable components for the Management Board takes into account the Company’s ﬁnancial and business position. The Supervisory Board consults about and approves Supervisory Ewald Weizenbauer Chairman 25 Sep 2023 30 Jul 2024 the Management Board’s compensation. The current compensation structure was set in the current Board Rhett Oudkerk Pool Member 25 Sep 2023 30 Jul 2024 employment contract. The existing employment contract will be supplemented in the 2025 ﬁscal year by a long-term incentive program (LTI) that will be concluded in the course of ﬁscal year 2025. Compensation for Benoît de Belder Member 25 Sep 2023 30 Jul 2024 individual members of the Management Board comprises both ﬁxed and variable components. Dr. Geza Toth-Feher, Member 25 Sep 2023 30 Jul 2024 Lord of Kennal Dr. Peter Smeets Chairman 30 Jul 2024 30 Aug 2025 Florian Hampel Deputy Chairman 30 Jul 2024 — (incumbent) Philipp Prechtl Member 30 Jul 2024 — (incumbent) Tommy Grosche Member 30 Jul 2024 — (incumbent) Isabella de Krassny Member 30 Jul 2024 — (incumbent) 48 49 1. General The Company BigRep SE has been incorporated as a special purpose company ("SPAC") in view of the acquisition of one operating business with principal business in a member state of the European Economic Area or the United Kingdom or Switzerland through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “De-Spac Transaction” or the "Business Combination"). Prior to the Business Combination on 29 July 2024, the Management Board’s main activity was evaluating and reviewing proposals for potential Business Combinations. The Company had no operational activities. The Company was therefore of the view that the ﬁxed remuneration as sole compensation component Annual Report 2024: besides fringes beneﬁts and the reimbursement of expenses is appropriate as compensation and in line with market practice for a SPAC prior to its Business Combination. Remuneration Report Since the Business Combination 29 July 2024, the Management Board’s main activity is creation, holding, development and realisation of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, whether such BigRep SE, with its registered oﬀice at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of Luxembourg, registered with the Luxembourg trade and companies register (Registre de commerce securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the et des sociétés Luxembourg) under B 279346 (“BigRep”, or the “Company”), is a European Company administration and control of such portfolio. (Societas Europaea). The shares of the Company are admitted to trading on the regulated market of the Frankfurt Stock Exchange. With eﬀect as of the Business Combination, the previous Management Board members resigned, and a new Management Board and Supervisory Board were appointed by the extraordinary general meeting This remuneration report (“Remuneration Report”) has been drawn up for the purposes of Article 7b of with eﬀect as of 30 July 2024. the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders at general meetings (“Shareholders’ Rights Law”), as amended and in accordance with Luxembourg legal requirements, Againstthisbackground, theremunerationsystemhasbeenamendedtopromotetheCompany’sbusiness containing the main features of the remuneration systems for the Management Board of the Company strategy and long-term interests in accordance with the changed purpose of the Company and activities of and the Supervisory Board of the Company for the ﬁnancial year 2024. the Management Board. The Remuneration Report will be submitted to the advisory vote of the Company's shareholders in Furthermore,forthepurposeofArticle7bisoftheShareholders’RightsLawandgoodcorporategovernance, connection with the upcoming annual general meeting of the Company's shareholders (the "AGM"). a remuneration policy with eﬀect as of 1 January 2025 has been drawn up and is submitted to the advisory vote of the Company’s shareholders in connection with the agenda of the AGM. The remuneration policy is still to be approved and has therefore not yet been published. 50 51 2. The Remuneration System for the Management Board 2.1 Components of the Remuneration of the Management Board The remuneration system of the Management Board members comprises ﬁxed and variable components. As the ESOP 2017 Shares and Management Incentive Shares represented a redistribution of consideration The ﬁxed components of the remuneration for the Management Board members are the ﬁxed annual salary by the selling shareholders, not a grant made by or on behalf of the Group, no share-based payment and fringe beneﬁts. The variable components are a short-term annual bonus and a long-term bonus further liability was recognized in either 2023 or 2024. The termination of the ESOP 2017 and settlement of described below. An additional long-term share-based option program is envisioned but not implemented management incentive arrangements is disclosed for transparency but has no impact on the Group’s as of 31 December 2024. consolidated ﬁnancial statements. Those are not part of the new remuneration system following the Business Combination. 2.2 Fixed Non-Performance-Related Remuneration Components The number of management incentive shares is detailed in the table below. Moreover, the table reﬂects the The ﬁxed components of the remuneration for the Management Board members are the ﬁxed annual salary new shares granted at the Business Combination date based on individual contracts. These shares were and fringe beneﬁts. The fringe beneﬁts are mainly related to the double residency in Berlin. contingent to the De-Spac Transaction. For further information we refer to note 11 Equity. The Management Board members receive a ﬁxed annual salary in twelve monthly equal instalments, each to Dr. Festag Dr. Thate be paid at the end of a month with applicable deductions of taxes and social security. MB member MB member Management incentive shares received from 2.3 Variable Performance-Related Remuneration Component BigRep GmbH shareholders in connection with the 24,193 24,392 Business Combination The short-term variable component is comprised of an annual bonus based on Company performance targets as well as personal targets. The Company performance targets are a revenue as well as an EBITDA 31.07.2024 / 13,500 31.07.2024 / 13,500 Further share transfer dates and numbers relate to 31.10.2025 / 15,000 31.10.2025 / 15,000 target. The personal targets are reset each year along the key initiatives for the group’s development. a contractual allocation that was contingent upon 30.04.2026/ 15,000 30.04.2026/ 15,000 the completion of the De-Spac Transaction 31.08.2026/ 17,500 31.08.2026/ 17,500 2.4 Variable Long-Term Performance-Related Remuneration Component 30.04.2027 / 17,500 30.04.2027 / 17,500 Number of shares called from the call options as The long-term variable component is based on the cash ﬂow performance of BigRep SE aﬅer three years. 0 0 of 31 Decemeber 2024 2.5 Share-Based Remuneration and Bonus In connection with the Business Combination Agreement (“BCA”) with BigRep GmbH completed on 29 July 2.6 Commitments in Connection with the Termination of Employment 2024, previous agreements and the virtual stock option plan with the members of the Management Board Dr. Festag and Dr. Thate were terminated. The contracts of the Management Board members do not have an expiration date. Both parties can terminate the contract with six months’ notice. The contracts include a one-year post-contractual non- Pursuant to the Business Combination Agreement (“BCA”) and subsequent amendment: competition clause. During the term of this non-competition clause the Management Board members shall • A total of 113,217 shares (the “ESOP 2017 Shares”) and 48,585 shares (the “Management Incentive receive monthly non-competition compensation of the contractual ﬁxed remuneration. The Company can Shares”) were allocated from the pool of consideration shares otherwise distributable to the selling waive the non-competition clause with six months’ notice. shareholders of BigRep GmbH. • These shares were transferred via BSL, a wholly owned subsidiary acting as trustee, to the respective ESOP 2017 beneﬁciaries and members of management. • BigRep SE’s liability in relation to these arrangements was contractually capped at EUR 1.5 million. Any amounts above this cap were contractually backstopped by the selling shareholders. 52 53 4. Allocation in Financial Year 2024 4.1 Remuneration Granted and Owed to Management Board Members Aﬅer the Business Combination This table includes the remuneration of the Management Board members active on 31 December 2024. For the Management Board member Thomas Janics-Jakomini only the remuneration during his tenure as member of the Management Board starting 1 November 2024 is considered. TheremunerationwasmainlyowedbyBigRepGmbH. TheportionofremunerationowedbyBigRepSEwas not paid out during 2024 and amounts to EUR 9,583 for Dr. Festag and EUR 3,833 for Mr. Janics-Jakomini, it is nevertheless included in the table below. The Other Bonus pertains to bonus paid in connection with the business combination as agreed in the Business Combination Agreement and disclosed in the prospectus. Dr. Festag Mr. Janics-Jakomini MB member since MB member since 15 October 2020 1 November 2024 2024 Total 2024 until 2024 aﬅer 2023 2024 2023 Business Business Combination Combination Base Salary 147,583 63,000 84,583 168,000 33,833 N/A Fringe Beneﬁts 17,866 9,371 8,495 16,025 250 N/A Total Fixed 165,449 72,371 93,078 184,025 34,083 N/A 3. Compliance with the Remuneration System and Determination of Target Achievement Variable 0 0 0 24,070 0 N/A Compensation 3.1 Promoting the Sustainable Development of BigRep Total Variable 0 0 0 24,070 0 N/A The remuneration system promotes BigRep Group’s business strategy and long-term interests and thus Other Bonus from contributes to BigRep Group’s long-term development. Strengthening the proﬁtable growth is the basis 347,900 0 347,900 0 0 N/A previous programs for the remuneration system for the members of the Management Board. In this context, the remuneration system is adjusted to diﬀerent targets aiming revenue achievement and proﬁtability. Total Other 347,900 0 347,900 0 0 N/A Total 3.2 Achievement of Objectives 513,349 72,371 440,978 208,095 34,083 N/A Remuneration No variable component for annual bonuses for the previous year 2023 were paid in 2024. 54 55 4.2 Comparative Presentation of the Annual Change in Compensation with Earnings Dr. Thate Development and Employee Salary Development MB member from 1 September 2020 to 31 October 2024 2024 2024 2024 2023 Since BigRep group only exists since 2024, the development of the remuneration is only reported starting Total until Business aﬅer Business 2024. Combination Combination Base Salary 147,583 63,000 84,583 168,000 Percentage change 2024 Annual Change Explanation compared to 2023 Fringe Beneﬁts 15,575 7,325 8,250 13,025 Total Fixed 163,158 70,325 92,833 181,025 Management Board Compensation - 20% The other bonus from previous Dr. Festag not considering the other bonus programs is a one-oﬀ eﬀect Variable Compensation 0 0 0 24,070 from previous programs pertaining to previous periods Total Variable 0 0 0 24,070 Appointment as MB member Mr. Janics Jakomini N/A started on 1 November 2024, thus no comparison to 2023 Other Bonus from previous 350,100 0 350,100 0 programs Business Development of BigRep Total Other 350,100 0 350,100 0 Adverse Market Conditions (see Revenue Development - 43% Management Report) Total Renumeration 513,258 70,325 442,933 205,095 Adj. EBITDA Development N/A (negative) Average salary development of employees Salary development of all BigRep Slightly above average salary 7% Group employees increases in Germany The previous members of the Management Board in charge from 1 January 2024 to the Business Combination on 29 July 2024 received the following compensation for that period. in EUR 1 January - 29 July 2024 4.3 Remuneration Granted and Owed to Previous Management Board Members Dr. Stefan Petrikovics 175,000 Dr. Thate was appointed as Management Board member at the Business Combination and resigned from René Geppert 98,000 the Management Board of BigRep eﬀective 31 October 2024. Nevertheless, BigRep Group is contractually George Aase 70,000 obliged for payment until 30 April 2025. Thus, the ﬁgures include the entire year 2024. Werner Weynand 37,335 The remuneration was mainly owed by BigRep GmbH. The portion of remuneration owed by BigRep SE was not paid out during 2024 and amounts to EUR 9,583 but is nevertheless included in the below table The other remuneration pertains to a bonus paid in connection with the Business Combination as agreed in the Business Combination Agreement and disclosed in the prospectus. 56 57 5. Remuneration of the Supervisory Board in Financial Year 2024 5.1 Remuneration to Supervisory Board Members aﬅer the Business Combination The chairman of the Supervisory Board receives a ﬁxed compensation on a monthly basis while the other members of the Supervisory Board receive attendance fees based on ordinary Supervisory Board meetings. For the members of the Supervisory Board aﬅer the Business Combination, the remuneration was pro- rated for August to December. For details, please refer to the table below. The Supervisory Board member Mrs. de Krassny relinquished the meeting fees she would be entitled to. Fiscal Fixed Attendance in EUR Total year compensation fees Chairperson of the supervisory board 2024 30,000 0 30,000 Dr. Smeets Member of the supervisory board 2024 0 0 0 Ms. de Krassny Member of the supervisory board 2024 0 10,000 10,000 Mr. Prechtl Member of the supervisory board 2024 0 10,000 10,000 Mr. Hampel Member of the supervisory board 2024 0 10,000 10,000 Mr. Grosche 5.2 Remuneration to Previous Supervisory Board Members ThepreviousmembersoftheSupervisoryBoardinchargefrom1January2024totheBusinessCombination on 29 July 2024 received the following compensation for that period. 1 January - 29 July 2024 in EUR Ewald Weizenbauer EUR 14,583 Rhett Oudkerk Pool EUR 14,583 Benoit de Belder EUR 28,292 Dr. Geza Toth-Feher Lord of Kennal EUR 14,583 58 59 Due to this limitation, we were unable to obtain suﬀicient appropriate audit evidence regarding the existence and classiﬁcation of the balance of EUR 219 thousand presented as “Other changes in equity” in the consolidated statement of changes in equity. This amount represents unreconciled historical consolidation diﬀerences between accumulated losses (EUR 165 thousand) and other reserves – currency translation Annual Report 2024: adjustment of EUR 384 thousand that could not be traced to speciﬁc historical transactions. We were also unable to perform alternative procedures to obtain audit evidence in this regard. Consequently, we were Audit Report unable to determine whether any adjustments to this balance were necessary. We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements » section of our report. We are also independent of the Group in accordance with the To the Shareholders International Code of Ethics for Professional Accountants, including International Independence Standards, BigRep S.E. issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg R.C.S. Luxembourg B279346 by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated ﬁnancial 9, rue de Bitbourg statements, and have fulﬁlled our other ethical responsibilities under those ethical requirements. We believe L-1273, Luxembourg that the audit evidence we have obtained is suﬀicient and appropriate to provide a basis for our qualiﬁed Grand Duchy of Luxembourg opinion. REPORT OF THE REVISEUR D’ENTREPRISES AGREE Material Uncertainty Related to the Going Concern We draw attention to Note 2.2 to the consolidated ﬁnancial statements, which describes management’s Report on the Audit of the Consolidated Financial Statements assessment of the Group’s ability to continue as a going concern. The Group’s ability to continue as a going concern depends on its ability to maintain a positive cash balance for at least twelve months aﬅer the date Qualiﬁed Opinion of approval of the consolidated ﬁnancial statements and on the successful and timely implementation of the We have audited the consolidated ﬁnancial statements of BigRep S.E. (the “Company”) and its subsidiaries restructuring and ﬁnancing measures described therein. (the “Group”), which comprise the consolidated statement of ﬁnancial position as at 31 December 2024, and the consolidated statement of proﬁt and loss and other comprehensive income, consolidated statement Management’s assessment is based on forecasts that include planned operational improvements, cost of changes in equity and consolidated statement of cash ﬂows for the year then ended, and notes to the reduction measures and expected revenue growth. These forecasts involve signiﬁcant judgement and are consolidated ﬁnancial statements, including material accounting policy information and other explanatory subject to estimation uncertainty and sensitivity to external factors, including macroeconomic conditions, information. inﬂation, supply-chain disruptions and tariﬀs. The implementation of the restructuring and ﬁnancing measures is also subject to execution and regulatory risks. In our opinion, except for the eﬀects of the matter described in the Basis for Qualiﬁed Opinion section of our These events or conditions, along with other matters as set forth in Note 2.2 in the consolidated ﬁnancial report, the accompanying consolidated ﬁnancial statements give a true and fair view of the consolidated statements, indicate that a material uncertainty exists that may cast signiﬁcant doubt on the Group’s ability ﬁnancial position of the Group as at 31 December 2024, and of its consolidated ﬁnancial performance and to continue as a going concern. its consolidated cash ﬂows for the year then ended in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board and as endorsed by the European Our opinion is not modiﬁed in respect of this matter. Union (“IFRS”). Key Audit Matters Basis for Qualiﬁed Opinion Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our As presented in the consolidated statement of changes in equity for the year ended 31 December 2024, the audit of the consolidated ﬁnancial statements of the current period. These matters were addressed in the Group identiﬁed errors relating to the translation of transactions and balances in periods ended on or before context of the audit of the consolidated ﬁnancial statements as a whole, and in forming our opinion thereon, 31 December 2023. The correction of these errors was recorded in the current year. However, the Group was and we do not provide a separate opinion on these matters. unable to disaggregate or quantify the eﬀects of the errors between prior periods and the current year with suﬀicient reliability to restate comparative information or make the related disclosures in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. 60 61 Key audit matter: Accounting for the acquisition of Hage 3D Key audit matter: Valuation of goodwill, intangible and tangible assets Description of key audit matter: In July 2024, the Group acquired Hage3D GmbH. This resulted Description of key audit matter: As of 31 December 2024, the Group has goodwill of EUR 10.6 in the recognition of goodwill of EUR 10.6 million and separately million, allocated to a single cash-generating unit “CGU”), and identiﬁable intangible assets relating to acquired technology and tested annually for impairment by estimating the recoverable customer relationships. Accounting for business combinations amount using based on the value-in-use. under IFRS 3 “Business Combinations” requires signiﬁcant judgement in: The estimate of the value in use involves signiﬁcant judgement over the estimate of the forecasted cash ﬂows, discount rate and • Identifying acquired assets and liabilities, terminal growth. • Determining their fair values at the acquisition date, and • Estimating useful lives of the identiﬁed intangible assets. Small changes in these assumptions could materially aﬀect the outcome; therefore, this area was a key audit matter. Given the size of the transaction and the estimation uncertainty involved, this area was a key audit matter. Our response: Our audit procedures to address the risk of material misstatement relating to the impairment of goodwill, included: Our response: • Our audit procedures to address the risk of material misstatement relating to the accounting for the acquisition • We obtained an understanding of management’s process and related controls related to the identiﬁcation of the cash of Hage3D GmbH, which was considered to be a key audit matter, included: generating units and the estimate of the value in use; • We evaluated the identiﬁcation of the CGU and consistency • We inspected the share purchase agreement and supporting documentation to evaluate the acquisition date and nature of with the Group’s monitoring of operations and internal reporting; consideration transferred; • We evaluated management’s purchase price allocation, • We tested the mathematical accuracy of the value in use calculation; including recognition and fair value measurement of the acquired assets and liabilities in accordance with IFRS 3; • We evaluated key assumptions (revenue growth, gross margin, working capital and capital expenditure) by reference • We evaluated the valuation methodologies applied to technology and customer relationships, and testing of key to historical performance, business plan and external market data; assumptions such as revenue growth, royalty rates, attrition, contributory charges and discount rates; • We involved valuation specialists to support the evaluation of the discount rate and the terminal growth rate, including • Weinvolvedvaluationspecialiststobenchmarkdiscountrates againstobservablemarketdataandveriﬁedthemathematical considering external market data; • We performed independent sensitivity analyses (e.g., adverse accuracy of the calculations; • We recalculated the purchase price allocation schedules movements in WACC, terminal growth and EBITDA margins) to evaluate the impact of reasonably possible changes; and tested of their posting in the consolidated ﬁnancial statements; • We evaluated the completeness and appropriateness of the disclosures as included in Note 3.1, Note 3.5 and Note 10.1 to • We evaluated of the completeness and appropriateness of the disclosures as included in Note 3.1.1 and Note 10.1 to the the consolidated ﬁnancial statements. consolidated ﬁnancial statements. 62 63 Other information As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with The Management Board is responsible for the other information. The other information comprises the ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional information stated in the consolidated management report and the Corporate Governance Statement but skepticism throughout the audit. We also: does not include the consolidated ﬁnancial statements and our report of the “réviseur d’entreprises agréé” • Identify and assess the risks of material misstatement of the consolidated ﬁnancial statements, whether thereon. due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suﬀicient and appropriate to provide a basis for our opinion. The risk of not detecting Our opinion on the consolidated ﬁnancial statements does not cover the other information and we do not a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may express any form of assurance conclusion thereon. involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. In connection with our audit of the consolidated ﬁnancial statements, our responsibility is to read the • Obtain an understanding of internal control relevant to the audit in order to design audit procedures other information and, in doing so, consider whether the other information is materially inconsistent that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the with the consolidated ﬁnancial statements or our knowledge obtained in the audit or otherwise appears eﬀectiveness of the Group’s internal control. to be materially misstated. If, based on the work we have performed, we conclude that there is a material • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting misstatement of this other information, we are required to report this fact. We have nothing to report in this estimates and related disclosures made by the Management Board. regard. • Conclude on the appropriateness of Management Board use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events Responsibilities of the Management Board and Those Charged with Governance for the Consolidated or conditions that may cast signiﬁcant doubt on the Group’s ability to continue as a going concern. Financial Statements If we conclude that a material uncertainty exists, we are required to draw attention in our report of The Management Board is responsible for the preparation and fair presentation of the consolidated ﬁnancial the “réviseur d’entreprises agréé” to the related disclosures in the consolidated ﬁnancial statements statements in accordance with IFRS as adopted by the European Union, and for such internal control as the or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit Management Board determines is necessary to enable the preparation of consolidated ﬁnancial statements evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future that are free from material misstatement, whether due to fraud or error. events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated ﬁnancial statements, In preparing the consolidated ﬁnancial statements, the Management Board is responsible for assessing the including the disclosures, and whether the consolidated ﬁnancial statements represent the underlying Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern transactions and events in a manner that achieves fair presentation. and using the going concern basis of accounting unless the Management Board either intends to liquidate • Obtain suﬀicient appropriate audit evidence regarding the ﬁnancial information of the entities and the Group or to cease operations, or has no realistic alternative but to do so. business activities within the Group to express an opinion on the consolidated ﬁnancial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely The Management Board is responsible for presenting and marking up the consolidated ﬁnancial statements responsible for our audit opinion. in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format as amended (“the ESEF Regulation”). We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signiﬁcant audit ﬁndings, including any signiﬁcant deﬁciencies in internal control Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial that we identify during our audit. Statements The objectives of our audit are to obtain reasonable assurance about whether the consolidated ﬁnancial We also provide those charged with governance with a statement that we have complied with relevant ethical statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a requirements regarding independence, and communicate to them all relationships and other matters that report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of may reasonably be thought to bear on our independence, and where applicable actions taken to eliminate assurance but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, threats or safeguards applied. the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, From the matters communicated with those charged with governance, we determine those matters that individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of were of most signiﬁcance in the audit of the consolidated ﬁnancial statements of the current period and are users taken on the basis of these consolidated ﬁnancial statements. therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. 64 65 Report on Other Legal and Regulatory Requirements We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the shareholders on 25 July 2024 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years. The consolidated management report is consistent with the consolidated ﬁnancial statements and has been prepared in accordance with applicable legal requirements. The accompanying Corporate Governance Statement is presented on pages 46 to 49.The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated ﬁnancial statements and has been prepared in accordance with applicable legal requirements. We have checked the compliance of the consolidated ﬁnancial statements of the Group as of 31 December 2024 with the relevant statutory requirements set out it the ESEF Regulation that are applicable to the ﬁnancial statements. The for group, it relates to: • Financial statements prepared in valid xHTML format; • The XBRL markup of the Consolidated Financial statements using the core taxonomy of the common rules on markups speciﬁed in the ESEF Regulation. In our opinion, the consolidated ﬁnancial statements of the Group as of 31 December 2024, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. We conﬁrm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We conﬁrm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not Luxembourg, 23 December 2025 provided and that we remained independent of the Group in conducting the audit. For Forvis Mazars, Cabinet de révision agréé 5, rue Guillaume J. Kroll L-1882 LUXEMBOURG Oana Bentel Réviseur d’entreprises agréé 66 67 Annual Report 2024: Consolidated Financial Statements for the Financial Years Ending December 31, 2024 Table of Contents Page 70 Consolidated Statements of Total Comprehensive Income Page 71 Consolidated Statements of Financial Position Page 73 Consolidated Statements of Changes in Equity Page 74 Consolidated Statements of Cash Flows Page 75 Notes to the Consolidated Statements 68 69 Consolidated Statement of Proﬁt or Loss and Other Consolidated Statements of Financial Position Comprehensive Income As of and for the ﬁnancial years ended 31 December 2024 and 2023 For the ﬁnancial years ending 31 December 2024 and 2023 in EUR thousand in EUR thousand Note 2024 2023 31 31 Note December December Revenue from contracts with customers 7 6,247 11,229 Assets 2024 2023 Other income 8.1 2,960 568 Non-current assets Own work capitalized 10.1 2,156 2,050 Intangible assets 10.1 20,254 3,529 Cost of materials 8.2 (3,641) (5,683) Property, plant, and equipment 10.2 1,450 903 Personnel expenses 8.3 (11,717) (7,690) Right-of-use assets 10.3 1,294 311 Other expenses 8.4 (57,894) (5,460) Non-current ﬁnancial assets 9.2 277 150 Earnings before interest taxation depreciation and Deﬀered tax assets 10.5 1 3 (61,889) (4,986) amortization (EBITDA) Total non-current assets 23,276 4,896 Depreciation expenses 10.2, 10.3 (997) (825) Amortization expenses 10.1 (1,997) (1,486) Current assets Operating result (EBIT) (64,883) (7,297) Inventories 10.4 6,572 4,039 Finance income 8.5 46 - Advance payment on inventories 3 19 Fair Value Loss on Class A Warrants 8.5 3,780 - Trade receivables 9.1 1,065 2,415 Finance costs 8.5 (608) (207) Current ﬁnancial assets 9.2 1,393 5 Other current assets 10.8 666 331 Financial result, net 3,218 (207) Cash and cash equivalents 9.3 3,941 649 Proﬁt / Loss before tax (EBT) (61,665) (7,504) Total current assets 13,640 7,458 Income tax 8.6 (61) (25) Proﬁt / Loss for the year (61,726) (7,529) Total assets 36,916 12,354 * key indicators not deﬁned in IFRS Items that will be reclassiﬁed subsequently to proﬁt or loss: 11 (155) 74 Exchange diﬀerences from the translation of foreign operations Other comprehensive income / loss for the year, net of tax (155) 74 Total comprehensive income / loss for the year (61,881) (7,455) Average number of shares outstanding (basic) 16 7,719,229 Average number of shares outstanding (diluted) 16 7,719,229 Basic earnings per share 16 (8.0) Diluted earnings per share 16 (8.0) 70 71 in EUR thousand Consolidated Statements of Changes in Equity 31 31 Note December December For the ﬁnancial years ending 31 December 2024 and 2023 Equity and liabilities 2024 2023 Equity Share capital 11 794 666 in EUR thousand Share premium 11 157,706 60,383 Other reserves 11 (390) (618) Treasury shares 11 (21,953) - Balance as of 1 January 2023 11 583 53,665 - (49,770) - (692) - 3,786 Reserve for share-based payments 11 1,727 - 1 Proﬁt / loss for the year - - - - (7,529) - - (7,529) Accumulated Losses 11 (56,062) (49,770) Other comprehensive income for the Proﬁt/Loss for the period 11 (61,726) (7,529) - - - - - 74 - 74 1 year Total equity 20,096 3,132 Total comprehensive income - - - - (7,529) 74 - (7,455) Capital increase 83 6,737 - - - - - 6,820 Non-current liabilities Cost of equity transaction - (19) - - - - - (19) Non-current ﬁnancial liabilities 9.4 1,461 3,328 Warrants liabilities 9.6 311 - Balance as of 31 December 2023 11 666 60,383 - (49,770) (7,529) (618) - 3,132 Non-current lease liabilities 10.3 852 16 Balance as of 1 January 2024 11 666 60,383 - (49,770) (7,529) (618) - 3,132 Other non-current liabilities 10. 9 11 10 Allocation for prior year results - - - (7,529) 7,529 - - - Deferred tax liabilities 10.5 1,336 - 1 Proﬁt / loss for the year - - - - (61,726) - - (61,726) Total non-current liabilities 3,971 3,354 Other comprehensive income for the - - - - - (155) - (155) 1 year Current liabilities Total comprehensive income 11 - - - - (61,726) (155) - (61,881) Current ﬁnancial liabilities 9.4 8,933 1,691 IFRS 2 Adjustment (Listing Fee) - 50,113 - - - - - 50,113 Current lease liabilities 10.3 434 340 Issuance of share capital / Capital 106 - - - - - - 106 Short-term employee beneﬁts 10.6 803 1,357 increase Current provisions 10.7 157 197 Employee share-based payment - - 1,727 - - - - 1,727 expense Contract liabilities 7.2 338 306 Transaction costs for issuance of - (2,970) - 1,743 - - - (1,227) Trade payables 9.5 1,405 1,830 shares (Business Combination) Other current liabilities 10.9 778 147 Capital reorganization adjustments 22 50,180 - (341) - - (21,953) 27,908 Income tax liabilities 1 - 2 Other changes in equity - - - (165) - 383 - 218 Total current liabilities 12,849 5,868 157,706 1,727 (56,062) (61,726) Balance as of 31 December 2024 11 794 (390) (21,953) 20,096 Total liabilities 16,820 9,222 1 Attributable to the owners of BigRep only 2 Other changes in equity arise from diﬀerences stemming from prior years that cannot be tracked and corrected Total equity and liabilities 36,916 12,354 72 73 Consolidated Statements of Cash Flows For the ﬁnancial years ending 31 December 2024 and 2023. Notes 2024 2023 in EUR thousand Proﬁt / loss for the year (61,726) (7,529) +/- Adjustments for depreciation and amortization 10.1, 10.2, 10.3 2,993 2,311 +/- Adjustments for provisions 10.7 (40) 44 +/- Fair value gain on Class A warrants 9.6 (3,780) - +/- Other income related to cancellation of class B warrants 9.6 307 - +/- Other Adjustments for non-cash items 48,986 - Adjustments for increase/decrease in inventories, trade receivables and -/+ 9.1, 10.4, 10.9 23,134 (2,582) other assets that are not attributable to investing or ﬁnancing activities Adjustments for increase/decrease in trade payables and other +/- 9.5, 10.10 (3,061) 1,640 liabilities that are not attributable to investing or ﬁnancing activities -/+ Adjustments for gains/losses on disposals of non-current assets 10.2 32 (3) +/- Adjustments for share-based payments 10.8 1,727 (715) +/- Adjustments for ﬁnance income/cost 8.5 1,016 207 +/- Adjustments for income tax expense 8.6 61 25 -/+ Income taxes paid 8.6 (58) - Cash ﬂow from operating activities 9,591 (6,602) - Payments for intangible assets 10.1 (2,156) (2,050) + Proceeds on disposals of property, plant and equipment 10.2 54 - - Payments for property, plant and equipment 10.2 (331) (685) + Interest received 8.5 - - - Acquisition of subsidiary, net of cash acquired (932) - Cash ﬂow from investing activities (3,365) (2,735) + Proceeds from issue of share capital and share premium 11 - 726 + Payment of redeemed class A shares (953) - + Issuance of class B shares as part of the Business Combination 86 - - Cost of equity transaction 11 (2,970) (26) + Proceeds from loans and borrowings 9.4 4,931 8,115 - Repayments of loans and borrowings 9.4 (1,954) - - Settlement of share-based payment plans 10.8 (1,455) - - Payments of lease liabilities 10.3 (543) (481) - Interest paid 8.5 (110) (117) Cash ﬂow from ﬁnancing activities (2,968) 8,217 Net increase / (decrease) in cash and cash equivalents 3,258 (1,120) Cash and cash equivalents at beginning of year 677 1,777 Eﬀect of foreign exchange rate changes 7 (8) Cash and bank balances at end of year 3,941 649 Notes to the Consolidated Statements 1 General Information BigRep SE (the “Company”, or “BigRep”), formerly SMG Technologie Acceleration SMG was incorporated in Luxemburg on 27 July 2023 and registered with the Luxembourg Trade and Companies Register on 7 August 2023. The registered oﬀice of the company is in rue de Bitbourg 9, L-1273, Luxembourg . These consolidated ﬁnancial statements comprise the company and its subsidiaries (together referred to as the “Group” or “BigRep”). BigRep is a Societas Europaea, formed on 7 August 2023 and the company’s initial corporate purpose was the acquisition of one operating business with a principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland that is based in the technology sector, which encompassed primarily the following verticals: additive manufacturing/3D printing, soﬅware as a service (SaaS),anddigitalinfrastructure/blockchain-basedtechnologies,throughamerger,capitalstockexchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business combination”). On 20 December 2023, the company signed a Business Combination Agreement with BigRep GmbH, a producer of advanced 3D printing solutions which serves a wide range of industries e.g., industrial, business solution and consumer products, automotive, transportation, aerospace and logistics as well as governmentandeducation. On28May2024, thecompanyenteredintoanAmendmentAgreementrelating to the Business Combination Agreement signed with BigRep GmbH and dated 20 December 2023. In accordance with this Amendment Agreement, the original terms of the Business Combination Agreement were revised. On 25 July 2024, the company changed its name from SMG Tec hnology Acceleration SE to BigRe p SE. On 29 July 2024 the company completed its Business combination with BigRep GmbH following the extraordinary general meeting. Following the completion of the Business combination, BigRep holds all of the shares in BigRep GmbH. The Business combination is accounted for as a reverse acquisition in accordance with IFRS. While BigRep SE was the legal acquirer, BigRep GmbH was deemed the accounting acquirer. For further information please refer to Note 3.1.2. Furthermore, BigRep GmbH signed a share contribution agreement regarding the acquisition of 100% of the shares in HAGE3D GmbH, Obdach, Austria (“HAGE3D”) on 3 November 2023. HAGE3D was initially founded in 2019 as a business unit of HAGE Sondermaschinenbau GmbH, Obdach, Austria, and employs 16 people as at the Business Combination date. The company develops and sells industrial 3D printers. HAGE3D’s basic technology is additive material extrusion, an extrusion-based sub-discipline of additive manufacturing. The key products of HAGE3D are four models that can process engineering thermoplastics and high-performance thermoplastics, respectively. The strategic rational of the transaction is to gain access to two models of HAGE3D that can process high- performance thermoplastics. Thetransactionwasclosedon26July2024,whenBigRepGmbHobtainedcontrolofHAGE3Dinaccordance with IFRS 3.8 in connection with IFRS 10. 74 75 Aﬅer the Business combination and the acquisition of Hage3D GmbH, BigRep Group is organized as follows: BigRep SE (previously SMG Technology Acceleration SE) B 279346 Luxembourg 100 % Old BigRep Group 100 % (until July 2024) SMG Technology Advisors Verwaltungs-GmbH HRB 267707 Berlin,Germany BigRep GmbH HRB 155360B Berlin, Germany Limited General Partner Partner SMG Technology Advisors GmbH & Co. KG HRA 63444 Berlin, Germany 100 % 100 % 100 % 100 % HAGE3D GmbH BSL BigRep Service GmbH BigRep America Inc. BigRep Private Ltd. FN 505547b Wilmington, MA, USA Singapore HRB 267783B Leoben, Austria Berlin, Germany BigRep is a producer of advanced 3D printing solutions. It is characterized by its holistic oﬀerings for its customers’ requirements. It serves a wide range of industries e.g., industrial, business solution and consumer products, automotive, transportation, aerospace and logistics as well as government and education. BigRep’s portfolio addresses a broad range of applications with its innovation line as well as industrial line. BigRep provides hardware for ﬂexibility in producing big parts with high accuracy and low cost, soﬅware with easy-to-use applications and machine connectivity, all-inclusive support as well as an open material system for limitless materials. BigRep is located in Germany, Austria, the USA and Singapore with own application centers. Additional to these ﬁve own locations the distribution channel extends around the globe, in over 40 countries via the reseller network. BigRep has over 50 active resellers, evenly distributed in America, EMEA and APAC. 2 Basis of Preparation 2.1 Consolidated Financial Statements BigRep has prepared these consolidated ﬁnancial statements in accordance with International Financial Reporting Standards and the interpretations of the IFRS Interpretations Committee (“IFRS IC”) that had been adopted by the European Commission by the end of the reporting period 31 December 2024 for application in the EU (here aﬅer referred as “IFRS”). The ﬁnancial year corresponds to the calendar year. Within the consolidated statements of ﬁnancial position, assets and liabilities are classiﬁed by maturity. They are assigned as current if they are due or expected to be realized within twelve months from the reporting date (see Note 2.3 - Current vs. Non- current classiﬁcations). The consolidated statement of total comprehensive income has been prepared using the total cost method. The assets and liabilities in the consolidated statement of ﬁnancial position were classiﬁed in accordance with IAS 1 as current/non-current with the criteria deﬁned by IAS 1.54 and following. TheconsolidatedﬁnancialstatementshavebeenpreparedandpublishedinEuro. Unlessstatedotherwise, the numbers are rounded to thousands of euros. Rounding diﬀerences may occur in respect of individual amounts or percentages. The consolidated ﬁnancial statements were authorized on 18 December 2025 by the supervisory board of BigRep. In the context of the consolidated financial statements, the German subsidiary BigRep GmbH, registered with HRB 155360B and located in Berlin Germany, has made use of the exemption pursuant to Section 264 (3) of the German Commercial Code (HGB). BigRep GmbH is fully included in the IFRS consolidated financial statements of the Group, which are audited and published in accordance with statutory requirements. 77 76 2.2 Going Concern Management has assessed the Group’s ability to continue as a going concern. This assessment is based on the planned and ongoing implementation of the restructuring and financing measures further described in the note 19 to the consolidated financial statements. The Group’s ability to continue as a going concern depends on its ability to maintain a positive cash balance for at least twelve months after the date of approval of these consolidated financial statements. As part of the restructuring agreement concluded on 30 May 2025, the following measures were agreed: - a fully underwritten capital increase of EUR 3.2 million, - the extension of existing shareholder loans until 31 December 2027, combined with conversion commitments, and - the repayment of EUR 1.8 million by Koehler Invest GmbH in respect of a previously repaid shareholder loan. Due to the timing of the implementation of these measures, interim financing was required to bridge the period until their completion. Accordingly, after the reporting date, the Group obtained interest-bearing loans from major shareholders amounting to EUR 3.2 million. In November 2025, the Company launched a private placement of Convertible Notes of up to EUR 10 million. - De Krassny GmbH subscribed EUR 2.0 million. - In addition, interest-bearing shareholder loans granted earlier in 2025 in the amount of EUR 3.0 million were amended to allow conversion into Convertible Notes as part of this private placement. Management’s assessment further relies on forecasts, which incorporate planned operational improvements, cost-optimization measures and expected revenue growth. These forecasts and assumptions are subject to estimation uncertainty and are sensitive to various external factors, including macroeconomic conditions, inflation, supply-chain disruptions, and tariffs. The successful and timely implementation of the restructuring and financing measures is subject to execution and regulatory risks. As a result, a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going-concern basis in accordance with IAS 1.25, based on management’s expectation that the restructuring and financing measures described above will be implemented successfully and in a timely manner. 79 78 2.3 Current/ Non-Current Classiﬁcation BigRep presents assets and liabilities in the statement of ﬁnancial position based on current/non-current classiﬁcation. An asset is classiﬁed as current when it is: • Expected to be realized or intended to be sold or consumed in the normal operating cycle by • Held primarily for the purpose of trading by • Expected to be realized within twelve months aﬅer the reporting period by or • Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months aﬅer the reporting period. All other assets are classiﬁed as non-current. A liability is current when: • It is expected to be settled in the normal operating cycle by • It is held primarily for the purpose of trading by • It is due to be settled within twelve months aﬅer the reporting period by or • There is no unconditional right to defer the settlement of the liability for at least twelve months aﬅer the reporting period. Deferred tax assets and liabilities are classiﬁed as non-current assets and liabilities. 81 80 3 Signiﬁcant Accounting Policies 3.1 Consolidation 3.1.1 Business Combinations The group accounts for business combinations using the acquisition method according to IFRS 3 “Business Combinations” when the acquired set of activities and assets meet the deﬁnition of a business and control is transferred to the Group according to IFRS 10. In determining whether a particular set of activities and assets is a business, the group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and, whether the acquired set has the ability to produce outputs. The consideration transferred for the acquisition is generally measured at fair value in accordance with IFRS 13 “Fair Value Measurement”, as are the identiﬁable net assets acquired. Any goodwill that arises is tested annually in accordance with IAS 36 for impairment and on ad hoc basis in case of triggering events. Any gain on bargain purchases is recognized in proﬁt or loss aﬅer further veriﬁcation. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Deferred taxes arising from fair value step-ups and other temporary diﬀerences recognized in a business combination are recognized in accordance with IAS 12. 3.1.2 Reverse Acquisition In a business combination eﬀected primarily by exchanging equity interests, the acquirer is usually the entity that issues its equity interests. However, in some business combinations, commonly called “reverse acquisitions”, the issuing entity is the acquiree. A reverse acquisition occurs when the entity that issues securities(thelegalacquirer)isidentiﬁedastheacquireeforaccountingpurposes(theaccountingacquirer). The entity whose equity interests are acquired (the legal acquiree) must be the acquirer for accounting purposes for the transaction to be considered a reverse acquisition. The accounting acquiree must meet the deﬁnition of a business for the transaction to be accounted for as a reverse acquisition. When the accounting acquiree is not a business, the recognition and measurement principles of IFRS 3 do not apply to the transaction which should be accounted for in accordance with IFRS 2 instead. The transaction remains, however, a reverse acquisition, and the guidance of IFRS 3 in this respect remains applicable. Post-business combination, the ﬁnancial statements will be presented as a continuation of the ﬁnancial statements of the accounting acquirer. Hence, all 2023 ﬁnancial ﬁgures in this annual ﬁnancial report represent the prior year ﬁgures of BigRep GmbH Group as the accounting acquirer. The IFRS 2 accounting for the reverse acquisition is the following: • Theassetsandliabilitiesoftheaccountingacquirerrecognizedandmeasuredattheirpre-combination carrying amounts in accordance with IFRS. • The assets and liabilities of the accounting acquiree recognized and measured at their fair value at the acquisition date. • The retained earnings and other equity balances immediately before the business combination are those of the accounting acquirer and are carried forward in the consolidated ﬁnancial statements. • The equity structure (i.e. the number and type of equity issued) reﬂects the equity structure of the legal acquirer, including the shares issued to aﬀect the combination. o Sharecapital–Thesharecapitalaccountoftheaccountingacquirerisadjustedtoreﬂectthecapital structure of the legal acquirer. This corresponds to the par value of the outstanding share capital of the legal acquirer and the number of shares that the legal acquirer issued to the shareholders of the legal acquisition company and the PIPE investors in this transaction to complete the acquisition. o Share premium – The share premium account of the accounting acquirer is carried forward and adjusted for any changes of par value of the outstanding capital stock and is increased to reﬂect the diﬀerence between the par value and the fair value of the shares issued to the shareholders of the legal acquiree and PIPE investors and the cash consideration paid to accounting acquirer´s shareholders in the transaction if any. • The expense recognized as a listing fee, for the diﬀerence of the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree´s identiﬁable net assets. 3.1.3 Subsidiaries Subsidiaries are companies controlled by BigRep. It controls a company when it is exposed to or has rights to variable returns from its involvement with the company and has the ability to aﬀect those returns through its power over the company. The standalone ﬁnancial statements of subsidiaries are included in the consolidated ﬁnancial statements from the date that control commences until the date that control ceases. Speciﬁcally, the Group controls another company if, and only if, the Group has: 1. Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), 2. Exposure, or rights, to variable returns from its involvement with the investee, 3. The ability to use its power over the investee to aﬀect its returns. 83 82 Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: 1. The contractual arrangements with the other vote holders of the investee, 2. Rights arising from other contractual arrangements, 3. The Group's voting rights and potential voting rights. The Group 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. IftheGrouplosescontroloverasubsidiary,itderecognizestherelatedassets(includinggoodwill),liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognized in proﬁt or loss. Any investment retained is recognized at fair value. 3.1.4 Transactions Eliminated on Consolidation Intercompany balances and transactions, and any income, expenses and cashﬂows as well as unrealized proﬁts arising from intercompany transactions, are eliminated between the consolidated entities. 3.2 Foreign Currency The Group’s consolidated ﬁnancial statements are presented in euros, which is also the parent company’s functional currency. Foreign Currency Transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate on the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate on the transaction date. Foreign currency diﬀerences were recognized in proﬁt or loss and are shown separately under other income and other expenses (please refer to 8.1 Other income and 8.4 Other expenses for further information). The most relevant exchange rates that were applied at the reporting dates are EUR / USD and EUR / SGD. Foreign Operations The results and ﬁnancial position of foreign operations that have a functional currency dif-ferent from the presentation currency are translated into the presentation currency Euro as follows: • assets and liabilities for each balance sheet presented are translated at the clos-ing rate on the respective balance sheet date, • income and expenses for each statement of proﬁt or loss and statement of com-prehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative eﬀect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign currency exchange diﬀerences are recognized in other comprehensive income (OCI) and accumulated in the translation reserve. When a foreign operation is disposed of in its entirety or partially such that control, signiﬁcant inﬂuence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassiﬁed to proﬁt or loss as part of the gain or loss on disposal. 3.3 Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction 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 by 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 BigRep. The fair value of an asset or a liability is measured using the assumptions that market participants would usewhenpricingtheassetorliability, assumingthatmarketparticipantsactintheireconomicbestinterest. 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. BigRep 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. 85 84 All assets and liabilities for which fair values are measured or disclosed in the ﬁnancial statements are categorized within the fair value hierarchy, described as follows: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: o quoted prices for similar assets or liabilities in active markets, o quoted prices for identical or similar assets or liabilities in markets that are not active, o inputs other than quoted prices that are observable for the asset or liability, for example: – interest rates and yield curves observable at commonly quoted intervals – implied volatilities – credit spreads o inputs that are derived principally from or corroborated by observable market data by correlation or other means ('market-corroborated inputs'). • Level 3 — unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. For assets and liabilities that are recognized in the ﬁnancial statements at fair value on a recurring basis, BigRep determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. For the purpose of fair value disclosures, BigRep has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above. 3.4 Revenue from Contracts with Customers BigRep develops and sells advanced 3D printers as well as related products and services for the global market.TheGroupischaracterizedbyitsholisticsolutionsforanyindustryrequirement.Itproducesabroad variety of designs for a wide range of industries, e.g., industrial, automotive, transportation, aerospace, logistics, government and education. A wide range of blue-chip companies count to the customers of BigRep. BigRep distributes its products and services both to resellers and directly to customers through its own webshop or through the procurement of customers by independent sales agents. The Group mainly generates revenues from contracts with customers in two diﬀerent revenue streams: • Customer contracts • Reseller contracts The nature and timing of satisfaction of performance obligations and signiﬁcant payment terms do not signiﬁcantly vary between these revenue streams. Advance payments received are included in contract liabilities. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e. transfers control of the related goods or services to the customer). The maximum usual payment term for purchase on account is 30 days aﬅer receipt of the goods or services and the invoice. BigRep recognizes revenues from the sale of products, e.g., printers or ﬁlaments, at a point in time, when it transfers control of a product to a customer. This is either the case upon delivery to the carrier or upon delivery to the customer depending on the contractual terms. BigRep arranges the shipping service on its behalf for the customer using third party services. The Group has concluded that it acts as the principal in its revenue arrangements as it controls the goods and services before transferring them to the customer. The Group oﬀers its customers a service-type warranty extensions including maintenance services. These revenues are recognized over the service period as the customer consumes and receives the beneﬁts from BigRep standing ready to perform the services when and if needed. Progress towards complete satisfaction oftheperformanceobligationismeasuredusingtheoutputmethod. Theoutput-basedmethodrecognizes revenue on the basis of the monthly services provided to the customer on a pro rata basis for the respective 12 or 24-month contracts. Revenue is measured based on the consideration to which BigRep expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. If a contract with a customer contains more than one performance obligation, the transaction price is allocated to each performance obligation on a relative-stand-alone selling price basis. The stand-alone selling price is determined based on the list prices at which the Group sells its products and services in separate transactions. If variable consideration has been agreed upon in the contract, BigRep determines the amount of that consideration to which it is entitled in exchange for the transfer of promised goods and services to a customer. The amount of consideration may vary due to discounts, rebates, refunds, price reductions, incentives and performance bonuses. The promised consideration may also vary if the right to the consideration is contingent on the occurrence or non-occurrence of a future event. BigRep includes variable consideration in the transaction price only to the extent that it is highly probable that signiﬁcant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. BigRep pays success-based sales commission to sales agents for the procurement of a transaction with a customer. These costs of obtaining a contract are expensed when incurred in accordance with IFRS 15.94. 87 86 3.5 Intangible Assets Intangible assets with ﬁnite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization methods are reviewed at the end of each reporting period, with the eﬀect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indeﬁnite useful lives that are acquired separately are carried at cost less accumulated impairment losses. Intangible Assets Useful Life (Years) Internally generated intangible asset 2-3 Concessions, licenses and similar rights 3-5 An internally generated intangible asset arising from development (this is essentially the case for soﬅware applications and product development) is recognized if, and only if, all of the following conditions have been demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale, • the intention to complete the intangible asset and use or sell it, • the ability to use or sell the intangible asset, • how the intangible asset will generate probable future economic beneﬁts, • the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the intangible asset, and • the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognized for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset ﬁrst meets the recognition criteria listed above. Directly attributable costs that are capitalized include employee costs and an appropriate portion of relevant overheads. Where no internally generated intangible asset can be recognized, development expenditure is recognized in proﬁt or loss in the period in which it is incurred. Costs associated with maintaining soﬅware programs are recognized as well as an expense as incurred. 3.5.1 Amortization Amortization of the internally generated intangible asset begins when development is complete, and the asset is available for use. It is amortized over the period of expected future beneﬁt. Amortization is recorded in “Amortization expenses” within the consolidated statements of total comprehensive income. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. 3.5.2 Derecognition An intangible asset is derecognized on disposal, or when no future economic beneﬁts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the diﬀerence between the net disposal proceeds and the carrying amount of the asset and are recognized in proﬁt or loss when the asset is derecognized. 3.5.3 Goodwill Goodwill arising on the acquisitions of subsidiaries is measured at cost less accumulated impairment losses. If the amount of the total consideration transferred exceeds the fair value of the net assets acquired, goodwill is recognized. Initially, goodwill is measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests and any previous interest held over the net identiﬁable assets acquired and liabilities assumed). Aﬅer initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of impairment testing, goodwill acquired in a business combination is, from acquisition date, allocated to each of the Group´s cash-generating units that are expected to beneﬁt from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. 89 88 3.6 Property, Plant, and Equipment Buildings,technicalequipmentandmachineryaswellasotherequipment,operatingandoﬀiceequipment are stated at cost less accumulated depreciation and accumulated impairment depreciation of these assets commences when the assets are ready for their intended use. Construction in progress is stated at cost, net of accumulated impairment losses, if any. Such cost includes the cost for new equipment or replacing part of the equipment if the recognition criteria are met. All other repair and maintenance costs are recognized in proﬁt or loss as incurred. Depreciation is recognized so as to write oﬀ the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method, on the following bases: Property, plant, and equipment Useful Life (Years) Buildings and leasehold improvements 1-10 Technical equipment and machinery 3-16 Other equipment, operating and oﬀice equipment 3-13 An item of property, plant and equipment is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic beneﬁts are expected from its use or disposal. Any gain or loss arising from derecognition of the asset (calculated as the diﬀerence between the net disposal proceeds and the carrying amount of the asset) is included in the statement of proﬁt or loss when the asset is derecognized. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the eﬀect of any changes in estimate accounted for on a prospective basis. 3.7 Impairment of Non-Financial Assets At each reporting date, BigRep reviews the carrying amounts of its property, plant and equipment and intangibleassetstodeterminewhetherthereisanyindicationthatthoseassetshavesuﬀeredanimpairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash ﬂows that are independent from other assets, BigRep estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identiﬁed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash- generating units for which a reasonable and consistent allocation basis can be identiﬁed. Intangible assets with an indeﬁnite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. 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 for which the estimates of future cash ﬂows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in proﬁt or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in proﬁt or loss to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. 91 90 3.8 Leases At inception of a contract, BigRep assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identiﬁed asset for a period of time in exchange for consideration. In order to do so, BigRep examines whether: • the contract involves the use of an identiﬁed asset – the latter may be speciﬁed explicitly or implicitly and should be physically distinct or substantially represent all the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset cannot be identiﬁed, • BigRep has the right to obtain substantially all the economic beneﬁts from using the asset throughout the period of use, and • BigRep has the right to control the use of the asset. This is the case, when BigRep has the decision- making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, BigRep can direct the use of the asset by either: o operating the asset, or o designing the asset in a way that predetermines its purpose and how it can be used BigRep leases properties, vehicles as well as equipment. Lease contracts are typically made for ﬁxed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a range of diﬀerent terms and conditions. At inception or on reassessment of a contract that contains a lease component, BigRep allocates the consideration in the contract to each lease component based on their relative stand-alone price. Except for the asset class buildings, BigRep elects to combine lease and any associated non-lease components and account for them as one lease component. BigRep recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of- use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. Theright-of-useassetissubsequentlydepreciatedusingthestraight-linemethodfromthecommencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of comparable property or equipment assets. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, BigRep’s incremental borrowing rate. Generally, BigRep uses its incremental borrowing rate at the lease commencement date as the discount rate because the interest rate implicit in the lease is not readily determinable. Lease payments included in the measurement of the lease liability comprise the following: • ﬁxed payments, including in-substance ﬁxed payments, • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date, • amounts expected to be payable by BigRep under residual value guarantees, • the exercise price of a purchase option if BigRep is reasonably certain to exercise that option, and • lease payments in an optional renewal period if BigRep is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless BigRep is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the eﬀective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, and if BigRep changes its assessment of whether it will exercise an extension or termination option or when there is a modiﬁcation of the lease. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in proﬁt or loss if the carrying amount of the right-of-use asset has been reduced to zero. BigRep presents its right-of-use assets and lease liabilities as separate line items in the statement of ﬁnancial position. Generally, depreciation is calculated on a straight-line basis over the remaining lease term, as follows: Right-of-use assets Useful Life (Years) Buildings 3-5 Vehicles 3-4 Extension and Termination Options Extension and termination options are included in the property lease contracts of BigRep. These terms are used to maximize operational ﬂexibility in terms of managing contracts. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods aﬅer termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a signiﬁcant event or a signiﬁcant change in circumstances occurs which aﬀects this assessment and that is within the control of the lessee. In the current reporting period, there were no adjustments to the contract terms in this regard. 93 92 Short-Term Leases and Leases of Low-Value Assets BigRep has elected to apply the recognition exemption for short-term leases or lease contracts with an underlying asset of low value. Payments associated with short-term leases of vehicles and equipment and all leases of low-value assets are recognized on a straight-line basis as an expense in proﬁt or loss. Short- term leases are leases with a lease term of 12 months or less without a purchase option. Low-value assets are leases of an initial value below EUR 5 thousand and comprise IT equipment and small items of oﬀice and production equipment. 3.9 Inventories Inventories are stated at the lower of cost and net realizable value. Costs of purchased inventory are determined aﬅer deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. 3.10 Taxes Current Tax The current tax payable is generally based on taxable proﬁt for the year. Taxable proﬁt diﬀers from net proﬁt as reported in proﬁt or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Due to historical tax loss carryforwards, no current taxes occur in the reporting periods. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Deﬀered Tax Deferred tax is the tax expected to be payable or recoverable on diﬀerences between the carrying amounts ofassetsandliabilitiesintheﬁnancialstatementsandthecorrespondingtaxbasesusedinthecomputation of taxable proﬁt and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary diﬀerences and deferred tax assets are recognized to the extent that it is probable that taxable proﬁts will be available against which deductible temporary diﬀerences can be utilized. Such assets and liabilities are not recognized if the temporary diﬀerence arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that aﬀects neither the taxable proﬁt nor the accounting proﬁt. In addition, a deferred tax liability is not recognized if the temporary diﬀerence arises from the initial recognition of goodwill. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suﬀicient taxable proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Themeasurementofdeferredtaxliabilitiesandassetsreﬂectsthetaxconsequencesthatwouldfollowfrom the manner in which BigRep expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are oﬀset when there is a legally enforceable right to set oﬀ current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and BigRep intends to settle its current tax assets and liabilities on a net basis. Pillar II – OECD Global Minimum Tax The OECD’s Pillar II framework introduces a global minimum tax regime applicable to multinational enterprisegroupswithconsolidatedannualrevenueofatleastEUR750million.AstheGroup’sconsolidated revenue is below this threshold, the provisions of Pillar II are not applicable. Accordingly, no amounts related to Pillar II have been recognized in these consolidated ﬁnancial statements. 95 94 3.11 Financial Instruments Financial assets and ﬁnancial liabilities are recognized in BigRep’s statement of ﬁnancial position when BigRep becomes a party to the contractual provisions of the instrument. Financial assets and ﬁnancial liabilities are initially measured at fair value, except for trade receivables that do not have a signiﬁcant ﬁnancing component, which are measured at its transaction price. Transaction coststhataredirectlyattributabletotheacquisitionorissueofﬁnancialassetsandﬁnancialliabilities(other than ﬁnancial assets and ﬁnancial liabilities at fair value through proﬁt or loss) are added to or deducted from the fair value of the ﬁnancial assets or ﬁnancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of ﬁnancial assets or ﬁnancial liabilities at fair value through proﬁt or loss are recognized immediately in proﬁt or loss. Financial Assets Initial recognition and measurement Financial assets are classiﬁed, at initial recognition, as subsequently measured at amortized cost (AC), fair value through other comprehensive income (FVOCI), or fair value through proﬁt or loss (FVTPL). The classiﬁcation of ﬁnancial assets at initial recognition depends on the ﬁnancial asset’s contractual cash ﬂow characteristics and BigRep’s business model for managing them. Except for trade receivables that do not contain a signiﬁcant ﬁnancing component, BigRep initially measures a ﬁnancial asset at its fair value plus, in the case of a ﬁnancial asset not at fair value through proﬁt or loss, transaction costs. Trade receivables that do not contain a signiﬁcant ﬁnancing component are measured at the transaction price determined under IFRS 15. Regular way purchases and sales of ﬁnancial assets are recognized on trade date, being the date on which BigRep commits to purchase or sell the asset. BigRep’s ﬁnancial assets mainly comprise trade receivables and cash and cash equivalents as well as other ﬁnancial assets. BigRep’s business model for managing ﬁnancial assets refers to how it manages its ﬁnancial assets in order to generate cash ﬂows. The business model determines whether cash ﬂows will result from collecting contractual cash ﬂows. Subsequent measurement For purposes of subsequent measurement, ﬁnancial assets are classiﬁed into four categories: • Financial assets at amortized cost (debt instruments) • Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) • Financial assets at fair value through proﬁt or loss Financial assets at amortized cost (debt instruments) BigRep measures ﬁnancial assets at amortized cost if both of the following conditions are met: The ﬁnancial asset is held within a business model with the objective to hold ﬁnancial assets in order to collect contractual cash ﬂows and the contractual terms of the ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and interest on the principal amount outstanding. Financial assetsatamortized cost aresubsequently measuredusingtheeﬀectiveinterest (EIR) methodand are subject to impairment. Gains and losses are recognized in proﬁt or loss when the asset is derecognized, modiﬁed or impaired. Receivables are held to collect the contractual cash ﬂows and are therefore measured at amortized cost. Financial assets at FVTPL (debt instruments) Assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on a debt instrument that is subsequently measured at FVTPL is recognized in the income statement in the period in which it arises. Derecognition A ﬁnancial asset (or, where applicable, a part of a ﬁnancial asset or part of a group of similar ﬁnancial assets) is primarily derecognized when: • The rights to receive cash ﬂows from the asset have expired, or • BigRep has transferred its rights to receive cash ﬂows from the asset or has assumed an obligation to pay the received cash ﬂows in full without material delay to a third party under a “pass-through” arrangement; and either (a) BigRep has transferred substantially all the risks and rewards of the asset, or (b) BigRep has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. 97 96 Impairment of ﬁnancial assets An allowance for expected credit losses (ECLs) should be recognized for all debt instruments not held at fair value through proﬁt or loss. ECLs are based on the diﬀerence between the contractual cash ﬂows due in accordance with the contract and all the cash ﬂows that BigRep expects to receive, discounted at an approximation of the original eﬀective interest rate. The expected cash ﬂows will include cash ﬂows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. For credit exposures without a signiﬁcant increase in credit risk since initial recognition, ECLs account for possible credit losses caused by default events within the next 12-months (a 12-month ECL). For credit exposures which have incurred a signiﬁcant increase in credit risk since initial recognition, a loss allowance for credit losses covering the remaining exposure period is required, irrespective of the timing of the anticipated default (a lifetime ECL). For trade receivables, BigRep applies a simpliﬁed approach in calculating ECLs. Therefore, BigRep does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. BigRep has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors speciﬁc to the debtors and the economic environment. Based on historic records of default events, default rates are determined for diﬀerent terms to maturity and applied to the respective outstanding balances of receivables within each maturity band. BigRep considers the probabilities of default at the time of initial recognition of the ﬁnancial assets and the existence of a signiﬁcant increase in credit risk during all reporting periods. In order to assess if there has been a signiﬁcant increase in credit risk, BigRep compares the credit risk as of the balance sheet date with the credit risk on initial recognition. Forward-looking information is considered for this purpose, including internal and external credit ratings as well as actual or expected signiﬁcant adverse changes of ﬁnancial or economic circumstances that signiﬁcantly change the customer’s ability to fulﬁl the obligation. Based on historical data and the analyses carried out, the Group does not automatically assume an underlying signiﬁcant increase in credit risk if the counterparty is more than 30 days past due to make a contractual payment. BigRep considers a ﬁnancial asset in default when internal or external information indicates that BigRep is unlikelytoreceivetheoutstandingcontractualamountsinfullbeforeconsideringanycreditenhancements held by BigRep. A ﬁnancial asset is written oﬀ when there is no reasonable expectation of recovering the contractual cash ﬂows. To measure the expected credit losses ﬁnancial assets have been grouped based on shared credit risk characteristics and the days past due. Financial Liabilities Initial recognition and measurement Financial liabilities are measured at fair value at initial recognition. BigRep’s ﬁnancial liabilities mainly include bank liabilities, shareholder loans, trade payables and lease liabilities. Subsequent measurement Financial liabilities at fair value through proﬁt or loss include ﬁnancial liabilities held for trading and ﬁnancial liabilities designated upon initial recognition as at fair value through proﬁt or loss as well as warrants. Financial liabilities are classiﬁed as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognized in the statement of proﬁt or loss. Aﬅer initial recognition ﬁnancial liabilities that were not designated at fair value through proﬁt or loss are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in proﬁt or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost, the most relevant to BigRep, is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as ﬁnance costs in the statement of proﬁt or loss. This category generally applies to interest-bearing loans and borrowings. Derecognition A ﬁnancial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing ﬁnancial liability is replaced by another from the same lender on substantially diﬀerent terms, or the terms of an existing liability are substantially modiﬁed, such an exchange or modiﬁcation is treated as the derecognition of the original liability and the recognition of a new liability. The diﬀerence in the respective carrying amounts is recognized in the statement of proﬁt or loss. 99 98 Oﬀsetting of Financial Instruments Financial assets and ﬁnancial liabilities are oﬀset, and the net amount is reported in the consolidated statement 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, or to realize the assets and settle the liabilities simultaneously. Compound Financial Instruments Compound ﬁnancial instruments issued by the Group include convertible shareholder loans, which can be converted in equity shares at the holder’s and the issuer’s discretion. These conversion features represent embedded derivatives which are bifurcated and recognized separately as derivative ﬁnancial liabilities (assets). Conversion features that are derivative assets / liabilities are typically accounted for separately from the host instrument when the economic characteristics and risks of an embedded derivative are not regarded as closely related to the economic characteristics and risks of the host debt instrument. On initial recognition, IFRS 9 requires entities to calculate the fair value of the embedded derivative ﬁrst with the residual value being assigned to the host ﬁnancial liability (IFRS 9.B4.3.3). Whentherearemultipleembeddedderivativesinaconvertiblenote, theyaretreatedasasinglecompound embedded derivative unless they relate to diﬀerent risks exposures and are independent of each other (IFRS 9.B4.3.4). Financial liabilities are initially measured at fair value. In the case of ﬁnancial instruments in the FLAC category, directly attributable transaction costs must also be taken into account. Directly attributable transaction costs are the directly attributable costs incurred in connection with the issue that would not have been incurred if the issue had not taken place. An embedded option-based derivative (such as an embedded put, call, cap, ﬂoor or swaption) is separated from its host contract on the basis of the stated terms of the option feature. The initial carrying amount of the host instrument is the residual amount aﬅer separating the embedded derivative (IFRS 9.B4.3.3). Directly attributable transaction costs are attributable to the book value of the debt components of the ﬁnancial instrument at the time of initial recognition. In subsequent measurement, the debt component of the compound ﬁnancial instrument is measured at amortized cost using the eﬀective interest method. The conversion feature of the compound ﬁnancial instrument, which is classiﬁed as an embedded derivative, is subsequently measured at fair value through proﬁt or loss. Interest in connection with the ﬁnancial liability is recognized in proﬁt or loss. When converted at the due date, the ﬁnancial liability is converted to equity without aﬀecting proﬁt or loss. 3.12 Cash and Cash Equivalents Cash and cash equivalents in the statement of ﬁnancial position comprises cash on hand and cash at banks. 3.13 Share Capital Ordinary Shares Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12. Repurchase and Reissue of Ordinary Shares (Treasury Shares) Under IFRS (IAS 32.33–35), own shares (such as redeemed shares) are deducted directly from equity with no proﬁt or loss impact. Any consideration paid or received is recognized entirely within equity. 3.14 Provisions A provision is recognized when a liability to third parties has been incurred, an outﬂow of resources is probable, and the amount of the obligation can be reasonably estimated. The amount recognized as a provision represents the best estimate of the obligation at the reporting date. Provisions with an original maturity of more than one year are discounted to the present value of the expenditures expected to settle the obligation at the end of the reporting period. If the criteria of the regulations on recognition and measurement of provisions are not fulﬁlled and the possibility of a cash outﬂow upon settlement is not unlikely, the item is to be presented as a contingent liability, insofar as it is adequately measurable. The amount disclosed as a contingent liability represents the best estimate of the possible obligation at the reporting date. Provisions and contingent liabilities are regularly reviewed and adjusted as further information becomes available, or circumstances change. When some or all of the economic beneﬁts required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. 3.15 Share-Based Payments The grant date fair value of equity settled share based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reﬂect the number of awards for which the related service and nonmarket performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of the awards that meet the related service and non-market performance conditions at the vesting date. For share based payment awards with nonvesting conditions, the grant date fair value of the share based payment is measured to reﬂect such conditions and there is no true up for diﬀerences between expected and actual outcomes. The fair value of the amount payable to employees in respect of share appreciation rights (SARs), which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the SARs. Any changes in the liability are recognized in proﬁt or loss. 101 100 3.16 Alternative Performance Measures EBITDA, EBIT and EBT are alternative performance measures (APMs) that are not deﬁned under IFRS and should be regarded as supplementary to the metrics deﬁned in accordance with IFRS. BigRep’s most important ﬁnancial key performance indicators (KPIs) for the Management of the group are Revenues, Gross Margin and Adjusted EBITDA (non-GAAP). Besides Revenues Management Board uses Gross Margin and Adjusted EBITDA because we believe that it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. It is a key measure used by Management internally to make operating decisions, including those related to analysing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. We track our progress using the following key metrics: Revenues: Revenues according to IFRS accounting policies. Revenues from Subscriptions & Services are recognized over time. Gross Margin: Revenues less Cost of Materials. Adjusted EBITDA: Net income (loss) before (i) income taxes; (ii) ﬁnance income, ﬁnance expenses; (iii) depreciation and amortization; and (iv) one-oﬀ items. One-oﬀ items relate to one-time and therefore non-recurring expenses and income outside the normal course of business. (Notably the listing fee associated with the Business Combination). To assess the operational performance and ﬁnancial stability of BigRep, in addition to IFRS-compliant components of the ﬁnancial results, the key performance indicators EBITDA, EBIT, and EBT are also used. These serve both internal management purposes and external analysis by investors and stakeholders. EBITDA (Earnings before Interest, Taxes, Depreciation, and Amortization): it reﬂects the result of ordinary business activities before depreciation and ﬁnancial results. It primarily includes revenue from the sale of industrial 3D printing solutions, supplemented by other operating income and capitalized own work related to the development of new product generations. Deductions include cost of materials, personnel expenses, and other operating expenses, such as those for sales, logistics, and customer service. EBITDA thus provides a clear picture of operating proﬁtability before non-cash items. EBIT (Earnings before Interest and Taxes): it is derived from EBITDA aﬅer deducting scheduled depreciation of intangible assets (e.g., soﬅware development) and tangible assets (e.g., machinery, productionfacilities). ItprovidesinsightintoBigRep’soperatingresultaﬅeraccountingforinvestments in infrastructure and product development. EBT (Earnings before Taxes): it also includes the ﬁnancial result, consisting of interest income, interest expenses, and any valuation eﬀects on ﬁnancial instruments. It reﬂects the Groups’s overall economic performance before taxes. In summary, EBITDA, EBIT, and EBT are essential management and analytical tools that oﬀer insights into the Group’s eﬀiciency, investment intensity, and ﬁnancial position within the context of its technology- driven business model. In addition, BigRep uses a range of non IFRS KPIs to manage its business. The Management Board uses them to measure operative performance. Most important examples are given below: Life Time Value: It is calculated as revenue from contracts with customers minus the revenue from the product category “Printers”. Free Cash Flow: The sum of cash ﬂow from operating activities and cash ﬂow from investment activities. 103 102 4 New and Revised IFRS Standards 4.1 New and Amended Standards and Interpretations BigRep applied for the ﬁrst time certain standards and amendments, which are eﬀective for annual periods beginning on or aﬅer 1 January 2024. Mandatory for ﬁscal years New standards or amendments beginning on or aﬅer Amendments to IAS 1 Presentation of Financial Statements: • Classiﬁcation of Liabilities as Current or Non-current Date • Classiﬁcation of Liabilities as Current or Non-current - Deﬀeral of Eﬀective Date Non-current Liabilities with Covenants 1 January 2024 Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023) Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022) The Group adopted these Standards and Interpretations in the current ﬁnancial period and considered them to have no material impact on the ﬁnancial information of the Group. 4.2 Standards Issued but Not Yet Eﬀective At the date of authorization of these ﬁnancial statements, BigRep has not applied the following new and revised IFRS Standards that have been issued but are not yet eﬀective: Standard Title of the Standard or Amendment Eﬀective Date IAS 8.30, EU endorsement pending approval Amendments to IAS 21 Lack of Exchangeability 1 Jan 2025 IAS 8.30, EU endorsement in progress IFRS 18 Presentation and Disclosure in Financial Statements 1 Jan 2027 IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 Jan 2027 Amendments to Classiﬁcation and Measurement of Financial Instruments 1 Jan 2026 IFRS 9 and IFRS 7 Amendments to Contracts on Renewable Electricity 1 Jan 2026 IFRS 9 and IFRS 7 Annual Improvements Annual Improvements to IFRSs – Cycle11 1 Jan 2026 to IFRSs – Cycle 11 As Management of BigRep does not expect that the adoption of the above listed Standards, except for IFRS 18, will have a material impact on the ﬁnancial statements of BigRep in future periods, no further explanations to these standards will be given. IFRS 18 will have an impact on the presentation and disclosures in BigRep's consolidated ﬁnancial statements. The eﬀects and necessary adjustments are currently being analyzed. 105 104 5 Critical Accounting Judgements and Key Sources of Estimation Uncertainty In applying BigRep’s accounting policies, Management is required to make judgements (other than those involving estimations) that have a signiﬁcant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may diﬀer from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision aﬀects only that period, or in the period of the revision and future periods if the revision aﬀects both current and future periods. Thekeyassumptionsconcerningthefutureandotherkeysourcesofestimationuncertaintyatthereporting date, that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year, are described below. BigRep bases its assumptions and estimates on parameters available at each reporting date. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of BigRep. Such changes are reﬂected in the assumptions when they occur. Useful Lives of Property, Plant, and Equipment, Intangible and Right-of-Use Assets (Notes 3.5, 3.6, 3.8) The expected useful lives for property, plant and equipment and intangible assets, and the associated amortization or depreciation expenses are determined on the basis of the expectations and assessments of management. If the actual useful life is less than the expected useful life, the amount of depreciation or amortization is adjusted accordingly. As part of the determination of impairment losses on ﬁxed assets, estimates relating to the reason, timing and amount of the impairments are also made. Useful lives are reassessed on a regular basis. Development Costs (Note 10.1) BigRep capitalizes costs for internally generated intangible assets arising from development (this is essentially the case for soﬅware applications and product development). Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is conﬁrmed, usually whenasoﬅwaredevelopmentproject has reached a deﬁnedmilestone according toan established project management model. Furthermore, impairment exists when the carrying value of an asset 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 available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash ﬂows are derived from the budget for the next ﬁve years and do not include restructuring activities that BigRep is not yet committed to or signiﬁcant future investments that will enhance the performance of the assets being tested. 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 intangibles recognized by BigRep. Goodwill and Impairment Testing (Note 10.1) In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer eﬀectively obtains control. The fair value of acquired assets and assumed liabilities at the date of acquisition, as well as the useful lives of the acquired assets, are largely based on projected cash ﬂows. Actual cash ﬂows can deviate signiﬁcantly from those. Independent external appraisals are typically used for the purchase price allocation of material business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Impairment testing of goodwill resulting from business combinations is conducted based on future discounted cash ﬂows derived from the Group's budget for the next ﬁve years. Both the derivation of future cash ﬂows, the applied growth rate as well as the determination of the discount rate are subject to a high degree of assumptions and estimates and are associated with uncertainties. Leases (Note 10.3) Right-of-use assets are measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease (initial measurement). Signiﬁcant accounting assumptions are required for the determination of the appropriate incremental borrowing rate, which is to be used in the calculation of the asset and liability that are recognized in the ﬁnancial statements regarding the lease contracts. Furthermore, signiﬁcant judgement is also required regarding the evaluation and appropriate treatment of the extension and / or termination options included in the lease contracts of the Group. 107 106 Taxes (Note 10.5) Deferred tax assets are recognized only to the extent that it is probable that taxable proﬁt will be available against which the deductible temporary diﬀerences, tax loss carryforwards and tax credits can be utilized. Signiﬁcant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable proﬁts, together with future tax planning opportunities. BigRep assesses the recoverability of deferred tax assets at each balance sheet date on the basis of planned taxable income in future ﬁscal years; if it is assumed that future tax beneﬁts cannot be utilized, a valuation allowance is made on the deferred tax assets. Provisions (Note 10.7) Provisions are recognized for various circumstances as part of ordinary operating activities. The amount of the anticipated cash outﬂows is determined on the basis of assumptions and estimates for each speciﬁc circumstance. These assumptions may be subject to changes, which lead to a deviation in future periods. Warrants (Note 9.6) The valuation of warrants is subject to important assumptions regarding the classiﬁcation of warrants as equity or ﬁnancial liabilities, as well as the continuous revaluation of fair values based on a Binomial options pricing model and the Monte Carlo method. Shares (Note 11) The valuation of the class C shares is subject to important estimates made as of the valuation date. For disclosure purposes, the dividend discount model and the Monte Carlo method are applied. As the class C shares represent equity instruments, they are not measured at fair value in the ﬁnancial statements. 6 Segment Information 6.1 Basis for Segmentation BigRep oﬀers holistic solutions in the ﬁeld of 3D printing. With its subsidiaries in the United States and Singapore, BigRep’s distribution channel extends around the global market. The Group oﬀers various 3D printers, materials and spare parts, printing services as well as transportation & other services to its customers.HAGE3DGmbHhasnoexternalsalesandonlymanufacturesanddevelopsforBigRep.According to IFRS 8 Operating Segments, a business segment is a part of the company that generates revenues and in which expenses can be incurred. It is also a prerequisite that the operating results are regularly reviewed by the responsible corporate body with regard to decisions on the allocation of resources to this segment and the assessment of its earning power. In addition, separate ﬁnancial information and regular segment management must be available. The main decisions regarding business activities are made by Management. The Chief Operating Decision Makers (CODMs) are the Group’s Managing Directors. The Management of BigRep reviews the internal management report at least on a monthly basis. The basis for the assessment of the Group results and the allocation of resources are group-wide indicators and not indicators for separate areas, product groups, services or customer groups. Thus, the Group is internally steered and controlled by the means of its most important key performance indicator (KPI), revenue. Separate ﬁnancial information as required by IFRS 8 is not available for each above-mentioned product category. Apart from sales revenues and cost of goods sold as well as ﬁxed and variable costs are not shown separately for each category or geographical market, and gross margin and EBITDA are only determined at group level. Therefore, BigRep can be characterized as a one-segment Group. 6.2 Segment Information In accordance with IFRS 8 information on proﬁt and loss, assets and liabilities as well as the items in the income statement (in particular sales, interest income and expenses, depreciation, taxes, etc.) must be disclosed for each identiﬁed segment. Against the background of the classiﬁcation of BigRep as a one- segment Group, this presentation is redundant for segment-speciﬁc information since the corresponding information is already shown in the balance sheet and income statement. It can therefore be referred to the consolidated statements of ﬁnancial position as well as the consolidated statements of total comprehensive income. 109 108 Revenue by Geographical Areas BigRep is located in Germany, Austria, the USA and Singapore. With these four locations, the distribution channel of the Group extends around the global market, oﬀering its products and services in over 40 countries. BigRep GmbH (Germany) is responsible for distribution and shipment for the region Europe, Middle East, Africa (“EMEA”) as well as APAC. BigRep Inc. (USA) is the responsible entity for distribution and shipment for the region North America (“NA”). BigRep Private Ltd. (Singapore) serves as a sales oﬀice for the German entity for the region Asia-Paciﬁc (“APAC”). HAGE3D GmbH maintains business relationships exclusively within the group. Therefore, the allocation of revenues to geographical areas is based on the country of domicile of the respectiveentitieswithintheGroup. ExternalrevenuesofBigRepareattributabletothefollowingcountries: in EUR thousand 2024 2023 Germany 3,152 6,023 USA 3,051 5,206 Singapore ¹ - - Austria 44 - Total 6,247 11,229 ¹ Due to the nature as Sales Oﬀice the external revenue is booked in the BigRep GmbH (Germany). For further disclosures of Group’s revenues from its main product lines please see Note 7.1 – Disaggregated revenue information. Non-current assets by geographical areas The total of non-current assets other than ﬁnancial instruments and deferred tax assets, broken down by location of the assets, is shown in the following table: 2024 2023 in EUR thousand Germany 22,118 4,480 Austria 560 - USA 235 206 Singapore 86 57 Total 22,999 4,743 Information about major customers In the ﬁnancial years presented, the Group did not generate revenues with a single customer that exceeded ten percent of the overall revenues in the respective period. 7 Revenue from Contracts with Customers 7.1 Disaggregated Revenue Information BigRep views its products and services oﬀered to be appropriate categories in disclosing the disaggregated revenues. The following table provides information about the disaggregated revenue by product or service: in EUR thousand 2024 2023 Printers 3,316 6,762 Materials and spare parts 2,597 3,483 Printing services 185 476 Transportation & other services 149 508 Total 6,247 11,229 The reduction in revenues is attributable to the continued challenging market environment. For further disclosures of Group’s revenues by geographical areas please refer to Note 6.2 – Segment information. 7.2 Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers. in EUR thousand 2024 2023 Contract assets - - Contract liabilities 338 306 Total (338) (306) 111 110 Contract liabilities primarily relate to advance payments received from customers for the 3D printers as well as for warranty extensions and maintenance services for which revenue is recognized over the service period. BigRepexpectstorecognizethecontractliabilitiesofEUR338thousandasof31December2024asrevenue in the ﬁnancial year 2025. 7.3 Performance Obligations For the accounting policy regarding performance obligations and revenue recognition policies see Note 3.4 – Revenue from contracts with customers. 8 Income and Expenses 8.1 Other Income in EUR thousand 2024 2023 Allocated other non-cash beneﬁts (excluding goods) 1,082 - Income from foreign currency translation 159 319 Government grants 46 3 Income from reduction of liabilities - 5 Other sundry income 1,673 241 Total other income 2,960 568 Allocated other non-cash beneﬁts (excluding goods) include the issuance of shares to employees as part of an employee share program. 8.2 Cost of Materials in EUR thousand 2024 2023 Cost of purchased goods 3,584 5,636 Cost for purchased services 55 34 Cost for raw materials, consumables and supplies 2 13 Total 3,641 5,683 8.3 Personnel Expenses in EUR thousand 2024 2023 Wages and salaries 8,500 6,481 Settlement of share-based payment plans 1,727 - Social security contributions 1,020 769 Employer’s social security contributions 470 440 Total 11,717 7,690 8.4 Other Expenses Breakdown of other expenses by nature. in EUR thousand 2024 2023 Listing fee 50,113 - Legal and consulting fees 2,743 1,364 Impairment losses on receivables 1,268 112 Freight and handling expenses 1,043 929 Advertising expenses 810 720 Traveling expenses 340 273 Third-party service expenses 274 530 Rent and room expenses 235 230 Insurance expenses 210 65 Soﬅware license expenses 158 145 Currency exchange expenses - 424 Other sundry expenses 700 668 Total other operating expenses 57,894 5,460 In accordance with IFRS 2, the listing fee as part of the Business Combination corresponds to the diﬀerence between the shares deemed issued and the net assets of BigRep SE as of 29 July 2024. See also note 3.1.1 - Business Combination on the subject of listing fee. The increase in consulting costs is due to consulting costs related to the Business Combination and the acquisition of HAGE3D GmbH. The increase in impairment losses on receivables mainly results from the inclusion of BigRep SE in the consolidated ﬁnancial statements following the Business Combination. 113 112 8.5 Finance Income and Finance Costs in EUR thousand 2024 2023 Finance income Change in Fair value of class A warrants 3,780 - Other interest and similar income 46 - Total ﬁnance income 3,826 - Finance costs Interest expenses from shareholder loan 486 90 Interest expenses from loans 73 64 Interest expenses from lease liabilities 35 53 Other interest and similar expenses 14 - Total ﬁnance costs 608 207 Finance result 3,218 (207) 8.6 Income Tax The major components of income tax expense for the years ended 31 December 2024 and 2023 are: in EUR thousand 2024 2023 Current income tax Current income tax charge (58) (15) Total current tax expense (58) (15) Deferred taxes Origination and reversal of temporary diﬀerences (116) (428) Recognition of previously unrecognized tax losses 113 418 Total deferred taxes (3) (10) Income tax expense reported in the statement of proﬁt (61) (25) and loss Reconciliation of tax expense and the accounting proﬁt multiplied by BigRep’s tax rate for 2024 and 2023: in EUR thousand 2024 2023 Proﬁt / Loss before tax (61,726) (7,505) At BigRep statutory tax rate of 2023: 30.18% 15,395 2,265 Eﬀect of diﬀerent tax rates 641 59 Tax eﬀect of: Prior year taxes (36) Non-deductible diﬀerences/tax free income (10) (11) Current-year losses for which no deferred tax asset is recognized (3,880) (2,269) Other eﬀects (12,171) (69) Income taxes (61) (25) Other eﬀects mainly comprise the listing fee associated with the Business Combination. In 2023, the rate of assessment for the trade tax of the city of Berlin amounted to 410% on the tax base of 3.5%. This resulted in a trade tax rate of 14.35% and a total income tax rate of 30.18% for BigRep GmbH, including corporation tax of 15% and a solidarity surcharge of 5.5% onto corporation tax. In 2024, Corporate Income Tax Rate for BigRep SE is 24.94%, the statutory tax rate applicable for the Company in Luxembourg. 115 114 9 Financial Assets and Liabilities This note provides information about BigRep’s ﬁnancial instruments, including: • an overview of all ﬁnancial instruments held by BigRep • speciﬁc information about each type of ﬁnancial instrument Financial assets at amoritized cost in EUR thousand 31 December 2024 31 December 2023 Cash and cash equivalents 3,941 649 Receivables from related parties 1.292 - Trade receivables 1,065 2,415 Deposits 277 151 Other ﬁnancial assets 101 4 Total 6,676 3,219 Total current 6,398 3,070 Total non-current 277 151 Derivate ﬁnancial assets Financial liabilities at amoritized cost in EUR thousand 31 December 2024 31 December 2023 Liabilities towards shareholders 8,523 4,050 Loans and borrowings 1,461 800 Trade payables 1,405 1,830 Lease liabilities 1,286 356 Other ﬁnancial liabilities 411 169 Total 13,086 7,205 Total current 10,462 3,861 Total non-current 2,624 3,344 Financial liabilities at fair value in EUR thousand 31 December 2024 31 December 2023 Warrants liabilities 311 - Total 311 - BigRep’s exposure to various risks associated with ﬁnancial instruments is discussed in Note 12 – Capital management. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of ﬁnancial assets mentioned above. Financial liabilities at fair value comprise Class A warrants as of 31 December 2024. For further explanation refer to Note 9.6. For further information regarding leases and lease liabilities see note 10.3 Leases. 117 116 9.1 Trade Receivables 31 31 in EUR thousand December December 2024 2023 Trade receivables 1,593 2,488 Impairment (528) (73) Total 1,065 2,415 Trade receivables are non-interest bearing and are generally short-term. For more detailed information regarding measurement of trade receivable refer to Note 12 – Financial risk management and ﬁnancial instruments. 9.2 Deposits and Other Financial Assets 31 31 in EUR thousand December December 2024 2023 Receivables from related parties 1,292 - Deposits 277 151 Other ﬁnancial assets 101 4 Total 1,670 155 Total current 1,393 5 Total non-current 277 151 Other ﬁnancial assets include advance payments resulting from excess transaction costs, which are in the process of being gradually reimbursed. 9.3 Cash and Cash Equivalents 31 31 in EUR thousand December December 2024 2023 Cash equivalents 3,941 649 Total 3,941 649 The rise in bank balances proceeds from the Business Combination. BigRep did not recognize any credit impairment losses on cash as the credit risk on cash measured at amortized cost is insigniﬁcant due to main counterparties exclusively operating under European ﬁnancial regulation. 9.4 Non-Current Financial Liabilities 31 31 in EUR thousand December December 2024 2023 Liabilities to banks 1,461 800 Liabilities to shareholders 8,523 4,050 Warrants liabilities 311 - Other ﬁnancial liabilities 411 169 Total 10,706 5,019 Total current 8,933 1,691 Total non-current 1,772 3,328 Liabilities to Liabilities to in EUR thousand shareholders banks As of 1 January 2024 4,050 800 Additions 5,940 685 Repayments (1,953) (24) Converted - - Accrued interest 486 - As of 31 December 2024 8,523 1,461 119 118 in EUR thousand Liabilities to shareholders Liabilities to banks As of 1 January 2023 1,816 800 Additions 8,115 - Repayments - - Converted (5,911) - Accrued interest 30 - As of 31 December 2023 4,050 800 BigRep entered into a subordinated loan agreement as borrower with Investitionsbank Berlin (the “IBB”) as lender on 3 June 2021 to operate its business. The principal loan amount is EUR 800 thousand and the interest rate amounts to 8% p.a. The borrower has to notify the lender in the event of the admission of new shareholders. In case of a violation of the notiﬁcation requirement, the lender may terminate the agreement. The loan is within the “Berlin Mezzanine” program to support companies during the COVID-19 crisis. The program is backed by the IBB and KfW. BigRep entered into four bridge loan shareholder agreements in March and April 2023 as borrower with Koehler and BASF as lenders. The principal loan amounts are EUR 300 thousand and EUR 200 thousand, respectively, i.e., EUR 1,000 thousand in total. The interest rate of each loan amounted initially to 3% p.a. and repayments of the loans were originally due on 30 June 2024. The lenders of the shareholder loans and BigRep agreed to extend the maturity of these shareholder loans by 18 months until the end of 2025 and to increase the interest rate of such loans from 3% p.a. to 5% p.a. for any outstanding amounts thereunder following 1 July 2024. BigRep entered into an additional bridge loan shareholder agreement in October 2023 as borrower with BASF as lender. The principal loan amount is EUR 500 thousand, the interest rate amounts to 5% p.a. and the maturity date is 31 December 2025. BigRep entered into another bridge loan agreement in November 2023 as borrower with the shareholders of BigRep in November 2023. The loan consists of loan and equity incentive components. The lenders under the loan have been compensated in 330,000 Consideration Shares in a balance between the lending and the non-lending shareholders of BigRep. A principal amount of EUR 3,590 thousand has been drawn under this loan as of the 26 July 2024. These bridge loans (i) bear interest at 5% p.a. and mature on 30 June 2025, with respect to a principal amount of EUR 1,300 thousand, and (ii) bear interest at 8% p.a. and mature on 31 December 2025 with respect to the remaining principal amount of EUR 2,290 thousand. In March and April 2024, BASF and Koehler each entered into further shareholder loans with BigRep each totaling EUR 1,200 thousand. These loans bear interest at 8% p.a. and mature on 31 December 2025. Koehler entered into ﬁve further shareholders loans in the total amount of EUR 1,800 thousand from May 2024 to July 2024 in order to facilitate the closing of the Business Combination. Such further shareholder loans bear interest at 8% p.a. and shall have a ﬁxed term until the earlier of (i) the date of the closing of the Business Combination or (ii) 15 November 2024. Following the full settlement of these shareholder loans in 2024, an additional liquidity inﬂow of EUR 1,800 thousand was made through their subsequent repayment by Koehler Invest GmbH in 2025 (refer to Subsequent Events). In connection with the Business Combination, BigRep assumed two loan agreements originally entered into by HAGE3D with Steiermärkische Sparkasse in July 2022. The principal loan amounts are EUR 300 thousand and EUR 385 thousand, respectively, i.e., EUR 685 thousand in total. The interest rate of the EUR 300 thousand loan amounts to a ﬁxed rate of 0.5% p.a. Repayment of this loan is scheduled in four semi- annual instalments of EUR 60 thousand each, starting on 30 June 2025, with a residual instalment of EUR 60 thousand due on 30 June 2027. This bank loan is secured by third-party guarantees. The interest rate of the EUR 385 thousand loan amounts to 0.5% p.a. during the grace period until 31 December 2024, and to a step-upﬁxedrateof0.75%p.a. from1January2025onwards, linkedtothe12-monthEURIBOR. Repayment of this loan is scheduled in 15 semi-annual instalments of EUR 24 thousand each, starting on 31 December 2024, with a ﬁnal instalment due on 30 June 2032. This bank loan is also secured by third-party guarantees. 9.5 Trade Payables in EUR thousand 31 December 2024 31 December 2023 Trade Payables 1,405 1,830 Total 1,405 1,830 Trade payables are non-interest bearing and are due within one year. For explanations on BigRep’s liquidity risk management processes, refer to Note 12.4 – Liquidity risk. For this reason, the calculation of the expected credit loss is limited to the 12-month credit loss. Financial assets are considered by management to have a low credit risk if the risk of non-performance is low, and the counterparty is at any time able to meet its contractual obligations at short notice. No signiﬁcant impairment losses could be inferred for these line items based on the impairment provisions of the expected credit loss model for the reporting dates presented in these annual ﬁnancial statements. 9.6 Warrants Liabilities Financial liabilities at fair value in EUR thousand 31 December 24 31 December 2023 Warrants liabilities 311 - Total 311 - 121 120 Class A Warrants At Fair Value On 27 October 2023, BigRep SE (at that time being named SMG Techology Acceleration SE) issued 22,000,000 redeemable class A shares with a par value of approximately EUR 0.00548 per share, together with 11,000,000 class A warrants (together, a “Unit”) for an aggregate price of EUR 1 per unit, the nominal subscription price per class A warrant being EUR 0.001. Following a 10:1 reverse stock split on 25 July 2024, these reﬂect 1,100,000 class A warrants at the balance sheet date 31 December 2024. Each unit had a unit price of EUR 1.00 (i.e. EUR 10.0 post the reverse stock split) and consisted of one class A share with a subscription right for one half of a class A warrant. Each whole class A warrant entitled the holder thereof to purchase one class A share at a price of EUR 1.15 per share at the Business Combination date and EUR 0.70 before the reverse stock split. Class A warrants have the International Securities Identiﬁcation Number (“ISIN”) LU2859870326 and are not listed on the open market of the Frankfurt Stock Exchange. Aﬅer the reverse stock split each Class A warrant now entitles its holder to subscribe for one Class A share, with a stated exercise price of EUR 11.50, subject to customary anti-dilution adjustments. Holders of Class A warrants can exercise the warrants on a cashless basis unless the Company elects to require exercise against payment in cash of the exercise price. The class A shares and class A warrants comprising the units were separated upon issuance and only the class A shares are publicly traded. The class A warrants will become exercisable on the ﬁrst anniversary of the consummation of the Business Combination, i.e., on 29 July 2025, and will be exercisable subsequently on the ﬁrst day until the 14th day (including) of June and December of each year and 14 days immediately prior to expiration and will expire ﬁve years from the date of the consummation of the Business Combination, i.e., on 29 July 2029, or earlier upon redemption or liquidation of the Company. They are redeemable at the option of the Company, provided that the price per class A share equals or exceeds EUR 18.0 or is below EUR 18.0 but equals or exceeds EUR 10.0, for any 10 out of the 30 consecutive trading days following the consummation of the Business Combination. Warrants are assumed to be fully redeemed if the class A share price is above EUR 18.0. They do not pose any liquidity risk for BigRep. Further, these class A warrants have no liquidation distribution rights and will expire worthlessly in the case of liquidation. Since there is no redemption or liquidation exercised as at the balance sheet date 31 December 2024, they are presented as non-current ﬁnancial liabilities in the consolidated ﬁnancial statements of the Group. On the issue date, the fair value of class A warrants was estimated at EUR 954 thousand (EUR 0.0867 per warrant) using a combination of Monte Carlo and Binomial Options Pricing Model (level 3), resulting in the recognition of a day-one gain of EUR 943 thousand in accordance with IFRS 9. As at 31 December 2023, the fair value of class A warrants was estimated to be EUR 1,385 thousand (EUR 0.1259 per warrant) using a combination of Monte Carlo and Binomial Options Pricing Model (level 3), resulting in the recognition of fair value loss of EUR 1,374 thousand for the period from issue date to closing date and a net fair value loss of EUR 431 thousand in the ﬁnancial statements of SMG Technology Acceleration SE for the period from 27 October 2023 to 31 December 2023. As at Business Combination date 29 July 2024 the fair value was estimated to be EUR 4,091 thousand (EUR 3.7187 per warrant) using the same combination of Monte Carlo and Binominal Options Pricing Model (level 3). The respective proﬁt or loss impact by EUR 2,706 thousand from the change of the fair value for the period from 1 January 2024 to 29 July 2024 was reclassiﬁed in retained earnings as an eﬀect of the capital reorganization at Business Combination date. As at 31 December 2024, aﬅer the Business Combination, the fair value of class A warrants was estimated to be EUR 311 thousand (EUR 0.2824 per warrant), resulting in the recognition of a fair value gain of EUR 3,780 thousand for the period from 29 July 2024 to 31 December 2024 in the consolidated ﬁnancial statements of BigRep Group. The signiﬁcant inputs to the valuation model include the contractual terms of the warrants, i.e. a strike price of EUR 7.00 and a capping price of EUR 18.00, an average maturity of 4.58 years, risk-free rates of German government bonds, volatility of the Company’s potential target peers and volatility of the warrants by reference to traded warrants issued by similar listed special purpose acquisition companies. Class B Warrants at Fair Value The Sponsor subscribed for an aggregate of 20,000,000 Sponsor warrants for a purchase price of EUR 0.15 per warrant which reﬂects 2,000,000 class B warrants at a price of EUR 1.50 per class B warrant following the Reverse Stock Split or EUR 3,000 thousand in total for the sponsor capital at-risk (the “Sponsor Capital At-Risk”). On the issue date, the fair value of class B warrants was determined to be EUR 0.2069 per warrant using a combination of Monte Carlo and Binomial Tree valuation model (level 3). Hence, Class B warrants issued as Sponsor Capital At-Risk were valued at EUR 4,138 thousand. The above valuation resulted in the recognition of a day-one fair value gain of EUR 1,138 thousand in accordance with IFRS 9. As of 31 December 2023, the fair value of class B warrants was determined to be EUR 0.3136 per warrant using a combination of Monte Carlo and Binomial Tree valuation model (level 3). Class B warrants issued as Sponsor Capital At-Risk were valued at EUR 6,272 thousand. The above valuation resulted in the recognition of a fair value gain of EUR 3,272 thousand for the period from the issue date to the Business Combination date, and a net fair value gain of EUR 2,134 thousand for the period from 27 October 2023 to 31 December 2023. The signiﬁcant inputs to the valuation model include the contractual terms of the warrants (i.e. exercise price, maturity), risk-free rates of German government bonds, volatility of the Company’s potential target peers and volatility of the warrants by reference to traded warrants issued by similar listed special purpose acquisition companies. The Sponsor Warrants have substantially the same terms as the class A warrants, except that they cannot be redeemed and they may always be exercised on a cashless basis while they are held by the Sponsor or its Permitted Transferees. The Sponsor Warrants were not part of the Private Placement and not listed on a stock exchange. As at 30 June 2024, the fair value of class B warrants was determined to be at nil (2023: EUR 6,272 thousand) as a result of the cancellation in full, against no consideration, of class B warrants, as part of the Business Combination closing, which took place as at 29 July 2024. The respective change in fair value up to this date amounting to EUR 3,272 thousand was reclassiﬁed to retained earnings. The cancellation impact of EUR 3,000 thousand is presented in other income. 123 122 10 Non-Financial Assets and Liabilities 10.1 Intangible Assets Reconciliation of Carrying Amount Internally Concessions, generated licenses, and in EUR thousand intangible assets similar rights Goodwill Total Accumulated amortization As of 1 January 2023 8,502 629 - 9,131 Additions: Internally developed 2,050 - - 2,050 Purchases - - - - As of 31 December 2023 10,552 629 - 11,181 As of 1 January 2024 10,552 629 - 11,181 Additions: Internally developed 2,156 - - 2,156 Purchases 5,770 - 10,617 16,387 As of 31 December 2024 18,478 629 10,617 29,724 Internally Concessions, generated licenses, and in EUR thousand intangible assets similar rights Goodwill Total Accumulated amortization and impairment losses As of 1 January 2023 5,621 546 6,167 Amortization 1,446 40 1,486 As of 31 December 2023 7,067 586 7,653 As of 1 January 2024 7,067 586 - 7,653 Amoritization 1,963 35 - 1,998 Other reclassiﬁcations (180) - - (180) As of 31 December 2024 8,849 621 - 9,470 Internally Concessions, generated licenses, and in EUR thousand intangible assets similar rights Goodwill Total Carrying Amount As of 31 December 2023 3,485 43 3,528 As of 31 December 2024 9,629 8 10,617 20,254 Research and Development BigRep’s research and development costs consist primarily of employee salaries and employee-related personnel costs and are capitalized project-based. Expenditures for research and development that do not fulﬁll the requirements for capitalization are expensed as incurred with the amount of EUR 896 thousand for reporting year 2024 (2023: EUR 713 thousand). Activationiscarriedoutattherespectivetimewithintheﬁscalyearinwhichthecorrespondingdevelopment costs are incurred. Scheduled depreciation begins precisely on a monthly basis with the completion of the asset in an operational state, i.e., aﬅer the development phase is concluded. Since all activatable development projects of BigRep GmbH in 2024 were started on a project basis during the year and completed by the balance sheet date at the latest, as of 31 December 2024, they are either already ready for use or are assets that are about to transition into the usage phase. Therefore, there is no relevant period in which the impairment risks typical of IAS 36.10 could occur during a prolonged development phase. No new hardware and soﬅware products were developed for the reporting year 2024. Moreover, the development of these intangible assets mainly relates to upgrades which have an average development cycle of about half a year. Against this background, as well as the absence of internal or external indications through a "Triggering Event," there are therefore no indications of a need for impairment and no requirement for an extraordinary write-down for internally generated intangible assets as of the balance sheet date 31 December 2024. Goodwill On 26 July 2024, BigRep GmbH obtained control of HAGE3D in accordance with IFRS 3.8 in connection with IFRS 10. The shares were transferred and in return, BigRep GmbH issued 106,074 of its own new ordinary shares as contribution in kind with a nominal value of EUR 1.00 to HAGE Holding GmbH. Furthermore, HAGE Holding GmbH was part of the Business Combination agreement regarding the acquisition of its shares in BigRep GmbH by BigRep SE. According to the agreement, HAGE Holding contributed its shares in BigRep GmbH into BigRep SE. In consideration of the contribution, BigRep SE issued 1,354,211 of its own new public shares to HAGE Holding at an issue value of EUR 10 per share. The latter was identiﬁed as the directly observable input factor according to IFRS 13. Consequentially, the fair value of the total consideration transferred in accordance with IFRS 3 amounts to EUR 13,542 thousand. 125 124 The following assets and liabilities as well as Goodwill were identiﬁed and evaluated during the Purchase Price Allocation performed at the closing date: in EUR thousand Opening BS FV Adjustments BS AﬅerPPA Goodwill - 10,617 10,617 Technology - ALTRA - 4,700 4,700 Customer relationsion - IPSO & others - 1,071 1,071 Intangible assets - 5,770 5,770 Machines 226 - 226 Technical equipment 9 - 9 Assets under construction 215 - 215 IFRS 16 assets 157 - 157 Tangible assets 608 - 608 Fixed assets 608 16,387 16,995 Total non-current assets 608 16,387 16,995 Inventories 795 42 837 Trade receivables 343 - 343 Other curre5 assets and receivables 121 - 121 Prepaid expenses 5 - 5 Total current assets 1,264 42 1,306 Total assets 1,872 16,429 18,301 Total equity (1,550) 15,092 13,542 Liabilities to banks (968) - (968) Total non-current liabilites (968) (1,337) (2,305) Trade payables (383) - (383) Liabilities to aﬀiliated companies (670) - (670) Overdraﬅ facility (932) - (932) IFRS liabilities (157) - (157) Other liabilities (132) - (132) Tax provisions (1) - (1) Other provisions (152) - (152) Deﬀered income (27) - (27) Total current liabilities (2,454) - (2,454) Total liabilities (1,872) (16,429) (18,301) The goodwill of EUR 10,617 thousand acquired with the purchase of HAGE3D on 26 July 2024 has been allocated and tested on BigRep SE Group level as this is seen as one CGU. Pursuant to IAS 36 the Group performed an annual impairment test for goodwill. The annual impairment test is generally performed as of 31 December. The Group considers the relationship between its market capitalization and its book value, among other factors, when reviewing for indicators of impairment. The Group determines the discount rate for the CGUs based on weighted average cost of capital (WACC) and the capital asset pricing model (CAPM). This can include the determination of a risk-free rate, country risk premiums and a spread for credit risk for the respective business-speciﬁc peer groups. Additionally, the calculation considers the capital structure and beta factor of the respective peer group as well as the average tax rate of the CGU. For the CGU for which impairment was tested, the pre-tax discount rate of 14.88% was determined. The recoverable amount for the CGU was calculated based on the concept of value-in-use. In assessing the value-in-use, the estimated future cash ﬂows are based on detailed projections for the CGU approved by senior management, covering a period of ﬁve years. The cash ﬂows aﬅer the ﬁve-year period are extrapolated on the assumption of a growth rate, which is derived from the assumed average market or industrygrowthrateoftheCGUs/groupofCGUs.Basedonthisextrapolationaterminalvalueisdetermined. The underlying management forecast reﬂects the current performance and management's best possible estimates for the future CGU development. The calculation of value-in-use is most sensitive to the following: • The discount rate used, • The growth rate used to extrapolate cash ﬂows beyond the forecast period (terminal value growth rate), • EBITDA margin as a % of net revenue. The annual impairment test did not result in an impairment of goodwill as of 31 December 2024, with the discounted cash ﬂow analysis indicating a headroom of EUR 3,784 thousand aﬅer accounting for the carrying value of the assets of 31 December 2024 of EUR 26 ,478 thousand. Sensitivity analysis was then conducted on the three key assumptions above with the impairment ﬁndings being cumulative, i.e., one key assumption was tested and then a second key assumption was added to the ﬁrst assumption, and so forth. 127 126 Discount Rate The pre-tax discount rate applied to the cash ﬂow projections is 14.88%. Market risk premiums and risk-free interest rates applied are those at the total Group level. A one percent increase in the pre-tax discount rate would not result in an impairment. Terminal Value Growth Rate A growth rate of 1.0% was used to extrapolate the cash ﬂows of the CGU beyond the ﬁve-year period. A reduction of the terminal value growth rate of 50 basis points as a result of negative competitive or consumer impacts would not result in an impairment. EBITDA Margin Margin expansion from approximately -58.2% in 2025 to 24.4% by 2029 and ﬂat thereaﬅer is assumed in Management's forecast. Margin can be negatively impacted by inﬂation, increasing personal costs or supply chain disruptions. If EBITDA margin increase sank by 1 percentage point throughout the forecast period, no impairment would result. At an EBITDA margin at Terminal Value of 21.2% the value in use equals the carrying amount so that no headroom would occur. 10.2 Property, Plant, and Equipment Reconciliation of Carrying Amount Other equipment, Technical operating Land and equipment and and oﬀice in EUR thousand buildings machinery equipment Total Cost As of 1 January 2023 151 1,792 796 2,739 Additions - 611 74 685 Disposals - - (1) (1) Eﬀect of movements in exchange rate - (10) (2) (12) As of 31 December 2023 151 2,394 867 3,411 As of 1 January 2024 151 2,394 867 3,411 Additions 1) - 1,091 36 1,127 Disposals - (302) (1) (304) Eﬀect of movements in exchange rate - 20 2 23 As of 31 December 2024 151 3,203 904 4,258 1) This line item includes additions to the scope of consolidation, mainly due to the HAGE3D acquisition. 129 128 Other equipment, Technical operating Land and equipment and and oﬀice in EUR thousand buildings machinery equipment Total Cumulative depreciation and impairment losses As of 1 January 2023 101 1,411 627 2,139 Depreciation 21 279 80 379 Disposals - - (1) (1) Eﬀect of movements of the - (7) (1) (8) exchange rates As of 31 December 2023 121 1,683 704 2,509 As of 1 January 2024 121 1,683 704 2,509 Depreciation 15 423 73 511 Impairment loss - - (8) (8) Disposals - (219) (1) (220) Eﬀectofmovementsinexchange - 13 2 15 rates As of 31 December 2024 136 1,901 771 2,807 Other equipment, Technical operating Land and equipment and and oﬀice in EUR thousand buildings machinery equipment Total Carrying amount As of 31 December 2023 30 711 162 903 As of 31 December 2024 15 1,301 134 1,450 Additions include an amount of EUR 451 thousand recognized in connection with the HAGE3D acquisition, comprising EUR 226 thousand attributable to technical equipment and machinery and EUR 215 thousand to technical equipment and machinery under construction. 10.3 Leases 10.3.1 Amounts Recognized on the Statement of Financial Position Right-of-use assets 31 31 in EUR thousand December December 2024 2023 Real estate 1,258 286 Vehicles and equipment 35 25 Total 1,293 311 Additions and disposals to right-of-use assets in EUR thousand 2024 2023 Additions 1) 1,470 - Disposals - - 1) Due to the second amendment to the lease agreement for the oﬀices of BigRep GmbH, the main lease agreement is extended and shown here as an addition. Accordingly, and due to additional leasing transactions by HAGE3D GmbH, right-of-use assets and lease liabilities increased compared to the previous year. Lease liability 31 31 in EUR thousand December December 2024 2023 Current 434 340 Non-current 852 16 Total 1,293 311 131 130 10.3.2 Amounts Recognized in the Statement of Proﬁt or Loss Theconsolidatedstatementoftotalcomprehensiveincomeincludesthefollowingamountsrelatingtoleases: Depreciation charge of right-of-use assets in EUR thousand 2024 2023 Real estate 469 427 Vehicles and equipment 17 19 Total depreciation charge 486 446 Interest on lease liabilities 35 53 Expense relating to short-term leases 9 5 Total amounts recognized in proﬁt or loss 530 504 The consolidated statement of cash ﬂows includes the following amounts relating to leases: Cash outﬂow for leases in EUR thousand 2024 2023 Cash outﬂow for leases 578 534 Cash outﬂow for short-term leases 9 5 Total 587 539 The maturity analysis of future cash ﬂows is disclosed in Note 12.4 – Liquidity risk. 10.4 Inventories The reported inventories are comprised as follows: 31 31 in EUR thousand December December 2024 2023 Finished goods and merchandise 5,474 4,039 Raw materials, consumables and supplies 699 - Work in progress, unﬁnished goods and services 399 - Total inventories 6,572 4,039 Inventories recognized as an expense during the year ended 31 December 2024 amounted to EUR 3,460 thousand (2023: EUR 5,683 thousand). Allowance for inventories recognized as an expense during the year ended 31 December 2024 amounted to EUR 181 thousand (2023: EUR 0 thousand). These were included in cost of materials. The inventories include a purchase price allocation (PPA) eﬀect amounting to EUR 57 thousand in connection with the acquisition of HAGE3D GmbH. 10.5 Deferred Tax Movement in deferred taxes balances relate to the following: As of 31 December 2024 Recognized Recognized Net balance Net balance at Deferred tax Deferred tax in EUR thousand in proﬁt or directly in at 1 January 31 December assets liabilities loss equity Intangible assets (1,051) (111) (1,338) (2,499) - (2,499) Property, plant and equipment - - - - - Right-of-use assets (85) (344) (429) - (429) Inventories - - - - - Trade receivables - - - - - Tax losses carried forward 1,043 113 1,156 1,156 - Trade payables - - - - - Lease liabilities 96 339 - 435 435 - Stock appreciation rights - - - - - Provisions - - - - - Other ﬁnancial liabilities - - - - - Other liabilities - - - - - Tax assets (liabilities) 3 (3) (1,338) (1,337) 1,591 (2,928) before set oﬀ Set-oﬀ of tax (1,590) 1,590 Net deferred taxes 1 1,336 133 132 As of 31 December 2023 Recognized Recognized in EUR thousand Net balance Net balance at Deferred tax Deferred tax in proﬁt or directly in at 1 January December 31 assets liabilities loss equity Intangible assets (869) (182) (1,051) - (1,051) Property, plant and equipment - - - - - Right-of-use assets (209) 124 (85) - (85) Inventories - - - - - Trade receivables - - - - - Tax losses carried forward 617 418 8 1,043 1,043 - Trade payables - - - - - Lease liabilities 231 (135) 96 96 - Stock appreciation rights 236 (236) - - - Provisions - - - - - Other ﬁnancial liabilities (1) 1 - - - Other liabilities - - - - - Tax assets (liabilities) 5 (10) 8 3 1,139 (1,136) before set oﬀ Set-oﬀ of tax (1,136) 1,136 Net deferred taxes 3 - Deferred tax assets and deferred tax liabilities are presented net in the consolidated statement of ﬁnancial position when they relate to income taxes levied by the same taxation authority on the same taxable entity and when a legally enforceable right of set-oﬀ exists. As of 31 December 2024, deferred tax assets of EUR 1,591 thousand and deferred tax liabilities of EUR 2,928 thousand were oﬀset, resulting in a net deferred tax liability of EUR 1,336 thousand presented in the consolidated statement of ﬁnancial position. The amount of change of deferred tax assets from the tax losses carried forward presented in the column recognized directly in equity refers to the transaction costs for the issue of new equity which were recognized directly within capital reserves. For further details refer to Note 11 – Equity. Tax Losses Carried Forward The following tax losses which have no expiry date are available at reporting date: in EUR thousand 31 December 2024 31 December 2023 Corporate income tax 78,942 60,465 Municipal trade tax 74,047 60,646 Tax losses carried forward 152,989 121,111 As of 31 December 2024, tax losses carried forward for which deferred tax assets were recognized amount to EUR 3,869 thousand (31.12.2023: EUR 3,455 thousand). As of 31 December 2024, tax losses carried forward for which no deferred tax assets were recognized amount to EUR 149,120 thousand (31.12.2023: EUR 117,656 thousand). Deferred tax assets on tax loss carryforwards are recognized only to the extent that suﬀicient future taxable proﬁts are expected to be available in accordance with IAS 12. Given the Group’s recurring losses in recent years and the resulting lack of expected taxable income in several jurisdictions, management has concluded that deferred tax assets can only be recognized for a limited portion of the available tax loss carryforwards. Consequently, deferred tax assets relating to the majority of tax loss carryforwards remain unrecognized. In Germany and Austria, tax losses can be carried forward indeﬁnitely, subject to minimum taxation rules (Germany: full utilization up to EUR 1 million, thereaﬅer 60%; Austria: oﬀset limited to 75% of taxable income per year). In the United States, tax losses incurred before 2018 expire aﬅer 20 years; losses incurred as of 2018 may be carried forward indeﬁnitely, subject to an 80% limitation of taxable income per year. In Singapore, tax losses can be carried forward indeﬁnitely, provided that the continuity of shareholding test is met. The Group does not have any tax losses with a limited carry-forward period. 135 134 10.6 Employee Beneﬁt Obligations in EUR thousand 31 December 2024 31 December 2023 Accrued vacations 139 - Other employee beneﬁts 664 1,357 Total 803 1,357 Current 803 1,357 Non-current - - The decrease in other employee beneﬁts results from the concluded Employee Stock Ownership Plan. The Group provides a range of short-term employee beneﬁts in alignment with local regulations and market practices across its global operations. These include: • Wages and salaries • Overtime compensation • Payment of unused vacation entitlements • Performance-related bonuses based on individual and corporate targets • Sales commissions based on achievement of performance objectives Post-Employment Beneﬁts In Germany, the Group participates in the statutory pension insurance scheme and supports occupational pension plans in accordance with applicable national regulations. Thesequalifyasdeﬁnedcontributionplans, wheretheGrouppaysﬁxedcontributionsintoexternalpension institutions. Once the contributions are paid, the Group has no further legal or constructive obligations. No further post-employment beneﬁt plans, including deﬁned beneﬁt plans, are in place. Termination Beneﬁts Upon termination of employment, the Group provides compensation in accordance with the applicable local laws and regulations. On20December2023,twoexecutivesweregrantedsubscriptionrightsto78,500ClassAsharesatanominal price of EUR 0.0548 per share, conditional upon the successful completion of the Business Combination, which was achieved on 29 July 2024. These subscription rights are classiﬁed as equity-settled share-based payments, as the executives receive shares in exchange for services rendered. Since no additional service period was required the full fair value of this share-based payment was measured using the market price on the grant date, 29 July 2024, as the nominal exercise price is considered negligible. Personnel expenses of EUR 1,727 thousand were recognized and credited to the capital reserve. 10.7 Provisions Provision for in EUR thousand warranties Other provisions Total As of 1 January 2023 141 12 153 Arising during the year 185 12 197 Utilized (141) (12) (153) As of 31 December 2023 185 12 197 Current 185 12 197 Non-current - - - Provision for in EUR thousand warranties Other provisions Total As of 1 January 2024 185 12 197 Arising during the year 112 45 157 Utilized (185) (12) (197) As of 31 December 2024 112 45 157 Current 112 45 157 Non-current - - - The Group expects to settle most of the provision in the upcoming ﬁnancial year. There are no signiﬁcant uncertainties regarding the amount or timing of settlement of the provisions. Provision for Warranties Warranty provisions are formed based on the guaranteed turnover. The provisions were determined on the basis of historical experience and are regularly reviewed and updated. 10.8 Other Assets Other assets are composed as follows: 31 31 in EUR thousand December December 2024 2023 Other tax assets 345 180 Other assets 321 150 Total 666 331 Current 666 331 Non-current - - 137 136 10.9 Other Liabilities Other liabilities are composed as follows: 31 31 in EUR thousand December December 2024 2023 Other tax liabilities 289 76 Share-based payment liabilities 67 67 Other liabilities 433 14 Total 789 157 Current 778 147 Non-current 11 10 11 Equity The changes in equity of BigRep are shown in the consolidated statement of changes in equity for the ﬁnancial years 2024 and 2023. Capital Capital and Share Premium On 3 November 2023, BigRep GmbH and HAGE Holding GmbH, Obdach, Austria (“HAGE Holding”) signed a share contribution agreement regarding the transfer of all shares in HAGE3D to BigRep GmbH via a contribution in kind. In return, BigRep GmbH issued 106,074 new ordinary shares to HAGE Holding. The transaction was closed on 26 July 2024, on which BigRep obtained control of HAGE3D in accordance with IFRS 3.8 in connection with IFRS 10. The shares have been transferred, and the consideration was transferred on the closing date. On 25 July 2024, the shareholders of the BigRep SE approved a reverse stock split of the existing 21,900,000 class B shares without nominal value into 2,190,000 class B shares without nominal value. On 29 July 2024, as part of the consummation of the Business Combination, an additional 1.560.000 class B shares were issued to the Sponsors for an aggregate subscription price of EUR 86 thousand. All the remaining 3,750,000 class B shares were then automatically converted into class A shares of the Company at a ratio of 1 class B share to 1 class A share. The fair value per Class B share was EUR 11.05 at the time of the Business Combination. The value is based on the share price on Xetra at that time. On 29 July 2024, BigRep SE and BigRep GmbH completed a Business Combination. The shares in BigRep GmbH were acquired in exchange for the issuance of 8,625,418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86,254 thousand, of which EUR 473 thousand were allocated to the share capital, and EUR 86,254 thousand were allocated to the share premium. On the same date, 2,100,000 class C shares (the "Preferred Shares”) were issued to certain public shareholders of the Company. The subscription price for these newly issued class C shares (EUR 10.00 per Share) was settled by way of an exchange of the existing 2,100,000 class A shares held by these shareholders, which were redeemed on a pro rata basis (see explanation about own shares below). The Accounting par value per Class C Share was EUR 0.0548 as of 31 December 2024 (EUR 0.0548 as of Business Combination date on 29 July 2024). Using Dividend Discount Model/Monte Carlo simulations, a value of EUR 3.1816 per Class C share was determined as part of the year-end valuation (EUR 11.0871 as of Business Combination date on 29 July 2024). Holders of Preferred Shares are entitled to a preferred dividend of 12.0% per annum, calculated on the total subscription price paid for the shares at the time of issuance. The dividend is determined on a quarterly basis but is not paid out immediately. Instead, payment occurs only aﬅer a ﬁve-year period, starting from the completion of the Business Combination, and is made at the Company’s annual general shareholders’ meeting following this period. The dividend is distributed proportionally according to the number of Preferred Shares held by each shareholder. However, payment is subject to a speciﬁc condition: the daily volume-weighted average price of the Public Shares on the XETRA trading system of Deutsche Börse Aktiengesellschaﬅ must have remained below EUR 10.00 throughout the entire ﬁve-year Calculation Period. In addition, the payment of the dividend is subject to mandatory provisions of Luxembourg law. If the condition is not met, meaning the daily volume-weighted average price of the Public Shares on XETRA has been above EUR 10.00 throughout the calculation period, all Preferred Shares will be redeemed by the Company at their accounting par value of EUR 0.0548 per share. At the same time, provided an exemption from publishing a listing prospectus is available, the Company will issue 2,100,000 new Public Shares at the same par value of EUR 0.0548 per share to the former holders of Preferred Shares, proportionally to the number of Preferred Shares redeemed. Existing shareholders will not have a preferential right to subscribe to these new Public Shares. The redemption price for the Preferred Shares matches the subscription price for the new Public Shares, and these new shares will not be entitled to the Preferred Dividend. The subscription price for the new Public Shares will be oﬀset against the redemption price of the Preferred Shares. The preferred class C shares are classiﬁed as equity instruments in accordance with IAS 32. The key factors supporting this classiﬁcation include the absence of a contractual obligation to deliver cash or other ﬁnancial assets, and the ﬁxed exchange ratio of 1 Preferred Share to 1.6 Public Shares, which does not require the issuance of a variable number of shares. Eﬀective on 31 July 2024, class A shares of the Company are traded on the Frankfurt Stock Exchange under the new symbol “B1GR”. As of 31 December 2024, a total of 14,575,418 class A shares are issued, of which 2,195,263 are held by the Company as own shares. As of the reporting date, the share capital has a balance of EUR 794 thousand and the share premium has a balance of EUR 157,706 thousand. As a result of the issuance of Class A shares, the Company incurred transaction costs amounting to EUR 2,970 thousand. According to IAS 32, these costs were evaluated regarding their deductibility from equity. Consequently, EUR 2,970 thousand was recognized as a reduction from share premium. Reverse Acquisition and Capital Reorganization The Business Combination on 29 July 2024 was accounted for as a reverse acquisition in accordance with IFRS 2. Under this method, BigRep SE is treated as the “acquired” company for ﬁnancial reporting purposes. Accordingly, the Business Combination is presented as if BigRep GmbH had issued shares to BigRep SE in exchange for the net assets of BigRep SE. The post-business combination consolidated ﬁnancial information has therefore been prepared and presented on this basis: 139 138 • The comparative information included in the consolidated ﬁnancial statements of the Group refers to the ﬁgures of BigRep GmbH for the previous year, • The retained earnings and other equity balances recognized in the consolidated ﬁnancial statements of the Group are those of BigRep GmbH immediately before the capital reorganization, • The share capital structure of the Group (i.e., the number and type of equity instruments issued) shown in the post-combination consolidated ﬁnancial statements reﬂects BigRep SE´s legal equity structure. The other equity items (share premium, retained earnings, reserves) have to remain those of BigRep GmbH. In line with IFRS 2 the discrepancy between the fair value of the shares considered to have been issued by the accounting acquirer and the fair value of the BigRep SE´s identiﬁable net assets is recognized as compensation for a service (commonly referred to as a listing fee) received by the accounting acquirer. Consequently, this led to the acknowledgment of EUR 50,113 thousand in expenses (categorized under general and administrative expenses) upon the completion of the Business Combination transaction. The eﬀects at the Business Combination date 29 July 2024, on the Group's consolidated equity resulted in the following capital reorganization adjustments: Proﬁt/ Share Share Accumulated Loss Treasury capital premium deﬁcit for the shares period Consolidation of equity (pre-BC) of BigRep SE 321 43.635 -7,466 (65) - Redemption of class A shares - - Issuance of new class A shares in exchange for GmbH shares 473 85,781 - - - Elimination of share capital of BigRep GmbH (772) 772 - - - Elimination of retained earnings of BigRep SE - (7,190) 7,190 - - Elimination of BigRep SE investment in BigRep GmbH - (96,254) - - - Adjustment of share premium increase in BigRepGmbH - 23,436 - - - during the year Reclass of P&L of BigRep SE (pre-BC) to retained earnings - - (65) 65 - Total 22 50,179 (341) - (21,953) Other Reserves The other reserves comprise all foreign currency diﬀerences arising from the translation of the ﬁnancial statements of foreign operations. For further details, refer to Note 3.2 – Foreign currency. In the ﬁscal year, the corresponding eﬀect from other comprehensive income amounted to EUR 155 thousand. Moreover, there are diﬀerences of EUR 384 thousand including stemming from prior years that cannot be tracked and corrected. The total as of 31 December 2024, amounts to EUR 390 thousand. Own Shares On 29 July 2024, 2,100,000 Class A shares were redeemed as part of the Business Combination. In accordance with the guidelines in IAS 32, the resulting amount of EUR 21,000 thousand was deducted from equity. On 30 July 2024, another 95,267 Class A shares were redeemed as part of the Business Combination. Consequently, the amount of EUR 953 thousand was also deducted from equity. Total treasury shares as of 31 December 2024 amount to EUR 21,953 thousand. Reserve for Share-Based Payments As part of the Business Combination, each executive (two in total) was granted subscription rights to 78,500 Class A shares at a nominal exercise price of EUR 0.0548 per share. While the management contracts were signed in December 2023, these rights were linked to the successful completion of the Business Combination, which was completed on 29 July 2024. On this date, the company was listed on the stock exchange. Under IFRS 2, these rights are considered equity-settled-share-based payments, applicable because the executives are employees providing services. The fair value of the share-based payment is measured using the market price on the grant date, 29 July 2024, as the nominal exercise price is negligible. The personnel expense is recognized at EUR 1,727 thousand, credited to the capital reserve, with no subsequent measurement changes unless the contract is modiﬁed. The reserve for share-based payments as of 31 December 2024, amounts to EUR 1,727 thousand. On 14 April 2015 and 5 October 2017, the Group granted for the ﬁrst time a SAR ("ESOP 2015") and a Virtual Option Plan ("ESOP 2017") that entitled key management personnel and further employees to a cash payment related to the value of the equity instruments only in case of an exit event. These programs were not limited to key management personnel. The programs essentially comprised members of key management personnel but also entitled other Group employees who were selected to participate. 141 140 In connection with the Business Combination completed on 29 July 2024, BigRep SE terminated its historical employee share option plans ESOP 2015, ESOP 2017 and certain management incentive arrangements. Whereby ESOP 2015 was paid directly in cash. The ESOP 2015 arrangements resulted in a payment obligation by BigRep to the participants of the SAR in the amount of EUR 67 thousand as of 31 December 2023. The liability was presented as other current liability. Pursuant to the Business Combination Agreement and subsequent amendment, a total of 113,217 shares (the “ESOP 2017 Shares”) and 48,585 shares (the “Management Incentive Shares”) were allocated from the pool of consideration shares otherwise distributable to the selling shareholders of BigRep GmbH. These shares were transferred to the respective ESOP 2017 beneﬁciaries and members of management. BigRep SE’s liability in relation to these arrangements was contractually capped at EUR 1,500 thousand, with any amounts above this cap contractually backstopped by the selling shareholders. Originally, prior to the share split, 1,132,170 shares had been designated for ESOP 2017 beneﬁciaries and 752,940 shares for management. These were subsequently reﬂected in the prospectus on a post-split basis as 113,217 and 48,585 shares respectively. As the ESOP 2017 Shares and Management Incentive Shares represented a redistribution of consideration by the selling shareholders, and not a grant made by or on behalf of the Group, no share-based payment liability was recognised in either 2023 or 2024. At year-end 2023, no recognition was made as the allocation remained contingent on closing. At the Business Combination date, these shares were directly deducted from the shareholders and forwarded to the program beneﬁciaries between August 2024 and August 2025. This is how the obligations under the share option program were fulﬁlled. On 31 December 2024 25,935 thousand options were outstanding. Accordingly, no separate valuation was required, as all options were fully vested and the exercise event had already taken place. The reverse acquisition mechanics and listing fee calculation were unaﬀected, as the redistribution was already embedded in the exchange ratio and created no incremental impact. The termination of the ESOP 2017 and the settlement of management incentive arrangements are disclosed for transparency but have no impact on the Group’s consolidated ﬁnancial statements. Loss of the Period The loss for the period amounts to EUR 61,726 thousand as of 31 December 2024 (2023: EUR 7,529 thousand). Retained Earnings The retained earnings comprise the eﬀects of the transition to IFRS as well as proﬁt and losses attributable to shareholders, both current and accumulated. In the ﬁnancial year, there was an eﬀect of EUR 1,743 thousand in connection with transaction costs directly attributable to the issuance of new class A shares to the initial shareholders of BigRep GmbH, in accordance with IAS 32. These are costs for the issue of shares that were already recognized and expensed before Business Combination date and will therefore impact retained earnings in 2024. These costs were taken from retained earnings and deducted directly from equity. In addition, the capital reorganization has aﬀected the development of retained earnings. BigRep SE's retained earnings up to Business Comination date, amounting to EUR 7,190 thousand, were reclassiﬁed to share premium as part of the capital reorganization. Finally, the P&L of BigRep SE prior to the Business Combination amounting to EUR 65 thousand was reclassiﬁed to retained earnings. The total eﬀect of the capital reorganization on retained earnings in ﬁscal year 2024 was thus EUR 341 thousand. The retained losses amount to EUR 56,062 thousand as of 31 December 2024 (2023: EUR 49,770 thousand). 143 142 12 Financial Risk Management and Financial Instruments 12.1 Capital Management The main capital management objectives of BigRep are to maintain and ensure a favorable capital structure for the continued ﬁnancing of its growth plan and for the long-term management of its equity value. Capital management focuses on the reduction of cost of capital, the generation of cash and the active management of net working capital. Management of BigRep reviews the total amount of cash regularly, typically on a daily basis. As part of this review, the management considers the total cash, the cash outﬂow and reﬁnancing activities. BigRep manages its capital structure on the basis of the key ﬁgures liabilities and the equity ratio (in %). An equity ratio greater than 40% is targeted. If necessary, BigRep makes adjustments to reﬂect changes in the economic situation. The objectives of BigRep’s capital management were achieved in the reporting year The equity ratio of the Group developed as follows: in EUR thousand 31 December 2024 31 December 2023 Total equity 20,096 3,132 Total assets 36,916 12,354 Equity ratio 54% 25% The main risks arising from BigRep’s business activities are liquidity risk and credit risk. No concentration risk could be identiﬁed. Interest risk is deemed to be insigniﬁcant for BigRep since BigRep is not exposed to variable interest rates. The Management reviews and agrees policies for managing these risks as summarized below. 12.2 Market Risk Market risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate due to changes in market prices. The market risk can be divided into three types of risk: interest risk, currency risk and other price risk. Other price risks are not considered as risks for BigRep. Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash ﬂows of an exposure will ﬂuctuate because of changes in foreign exchange rates. BigRep has foreign operations mainly in the USA and is exposed to ﬂuctuations in foreign exchange rates of the US Dollar. In this regard, there is a potential currency risk on 31 December 2024, however, the management does not consider this currency risk as signiﬁcant, due to the fact that management can essentially counteract these potential risks through future price mechanisms. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market interest rates. BigRep uses debt ﬁnancing through a bank loan with contractually ﬁxed interest rate to ﬁnance its assets. Thus, there are no interest rate risks associated with these cash ﬂows. 12.3 Credit Risk Credit risk is the risk that a counterparty will not meet its obligations under a ﬁnancial instrument or customer contract, leading to a ﬁnancial loss. Credit risk comprises both the direct risk of default as well as the risk of decrease in creditworthiness. The concentration risk is avoided by a diversiﬁed customer base. BigRep has the following types of ﬁnancial assets, which are subject to credit risk: 1. Trade receivables 2. Other ﬁnancial assets 3. Cash The maximum credit risk in the event of counterparty default is limited to the respective carrying amounts of these ﬁnancial instruments. The Group regards a ﬁnancial asset as defaulted if it is unlikely that the debtor will be able to pay its credit obligation in full to the entity without resorting to measures such as liquidation of collateral (if any is available). BigRep assesses at each reporting date whether ﬁnancial assets at amortized cost are credit-impaired. A ﬁnancial asset is impaired if one or more events occur that have an adverse eﬀect on the expected future cash ﬂows of the ﬁnancial asset. Evidence that a ﬁnancial asset is credit-impaired includes observable data about the following events: • signiﬁcant ﬁnancial diﬀiculty of the customer, • a breach of contract, such as a default or past due event, • restructuring of a loan or credit facility by the company that it would not otherwise consider, • it is becoming probable that the borrower will enter bankruptcy or other ﬁnancial reorganization, • the disappearance of an active market for that ﬁnancial asset because of ﬁnancial diﬀiculties. Credit risk is assessed on both an individual and collective basis. Where speciﬁc indicators of credit impairment are identiﬁed on individual receivables or customers, the expected credit loss is assessed and recognized with impairment rates applied in the range of 50% to 100%, depending on the severity of the credit risk. 145 144 For receivables that are not considered to be credit-impaired on an individual basis, the Group applies a simpliﬁed approach and measures the loss allowance at an amount equal to lifetime expected credit losses. In applying this approach, receivables that are more than 180 days past due are provided for at 50%, while receivables that are more than 90 days past due are provided for at 30%. The following table contains information on the estimated credit risk and expected credit losses for trade receivables measured at amortized cost. For the determination of the impairment rates, please refer to Note 3.11 – Financial instruments. The following table provides information about the exposure to credit risk and ECLs for trade receivables from individual customers as of 31 December 2024: Weighted- Trade receivables Loss in EUR thousand average loss rate (gross) allowance Current (not past due) 2% 254 (6) 1-30 days past due 3% 221 (6) 31-60 days past due 1% 285 (3) 61-90 days past due 1% 83 (1) More than 90 days past due 68% 750 (512) Total 1,593 (528) As of 31 December 2023: Weighted- Trade receivables Loss in EUR thousand average loss rate (gross) allowance Current (not past due) 1% 799 (11) 1-30 days past due 6% 720 (46) 31-90 days past due 2% 382 (6) 61-90 days past due 2% 102 (2) More than 90 days past due 2% 485 (8) Total 2,488 (73) in EUR thousand 31 December 2024 31 December 2023 Trade receivables (gross) 1,593 2,488 Impairment (528) (73) Trade receivables measured at amortized cost (net) 1,065 2,415 Loss rate 33% 3% The credit risk associated with ﬁnancial transactions is managed centrally by the ﬁnance department. Within the scope of risk management, counterparty risk is assessed and monitored consistently. BigRep’s objective is to minimize the risk of default. An analysis of the ageing of receivables and the creditworthiness of customers is used to evaluate this risk at each reporting date. The gross carrying amount of a ﬁnancial asset is written-oﬀ if BigRep does not believe that all or part of the ﬁnancial asset can be realized without undue costs and eﬀorts. For trade receivables measured at amortized cost BigRep additionally assesses at each reporting date, if there are indicators that imply that trade receivables need to be individually impaired or written-oﬀ. All of BigRep’s other ﬁnancial assets measured at amortized cost are considered to have low credit risk. For this reason, the calculation of the expected credit loss is limited to the 12-month credit loss. Financial assets are considered by management to have a low credit risk if the risk of non-performance is low, and the counterparty is at any time able to meet its contractual obligations at short notice. No signiﬁcant impairment losses could be inferred for these line items based on the impairment provisions of the expected credit loss model for the reporting dates presented in these annual ﬁnancial statements. 147 146 12.4 Liquidity Risk Liquidity risk is the risk that BigRep will not be able to meet its assumed ﬁnancial liabilities when they fall due. Therefore, a key objective of liquidity risk management is to ensure that payment is possible at all times. Management continuously monitors the risk of liquidity shortages. The liquidity risk management of BigRep ensures the availability of cash and bank balances for operational activities and further investments through appropriate budget planning. Ultimately, the responsibility for liquidity risk management lies within the treasury department, which has established an appropriate approach to managing short-, medium- and long-term ﬁnancing and liquidity requirements. BigRep manages liquidity risks by monitoring forecast and actual cash ﬂows reconciling the maturity proﬁles of ﬁnancial assets and liabilities on a monthly basis. Additionally, currently BigRep is essentially ﬁnanced by additional payments of shareholders. There are no available credit lines as of 31 December 2024 and 31 December 2023. The maturity proﬁle of BigRep’s ﬁnancial liabilities based on contractual undiscounted payments is summarized as follows: As of 31 December 2024 Carrying in EUR thousand < 1 year 1 to 5 years > 5 years Total amount Liabilities towards shareholders 8,568 - - 8,568 8,523 Loans and borrowings 93 1,512 122 1,726 1,461 Trade payables 1,405 - - 1,405 1,405 Lease liabilities 465 871 - 1,336 1,286 Class A warrants at fair value - 311 - 311 11,000 Other ﬁnancial liabilities 411 - - 411 411 Total 10,942 2,694 122 13,758 24,086 As of 31 December 2023 Carrying in EUR thousand < 1 year 1 to 5 years > 5 years Total amount Liabilities towards shareholders 1,664 2,650 - 4,314 4,050 Loans and borrowings 64 960 - 1,024 800 Trade payables 1,830 - - 1,830 1,830 Lease liabilities 352 16 - 368 356 Class A warrants at fair value - - - - - Other ﬁnancial liabilities 169 - - 169 169 Total 4,079 3,626 - 7,705 7,205 149 148 12.5 Categories of Financial Instruments and Fair Values In accordance with IFRS 9, the following tables visualize the carrying amounts, valuations and fair values of ﬁnancial assets and liabilities for each individual category of ﬁnancial instruments as well as their corresponding levels within the fair value hierarchy in accordance with IFRS 13. As of 31 December 2024 Fair value Category Carrying Amortized Fair in EUR thousand through proﬁt Fair value IFRS 9 amount cost (AC) value or loss (FVPL) Assets Cash and bank balances FAAC 3,941 3,941 - - n/a Trade receivables FAAC 1,065 1,065 - - n/a Other current ﬁnancial FAAC 1,393 1,393 - 1,393 2 assets Other non-current FAAC 277 277 - 277 2 ﬁnancial assets Liabilities Trade payables FLAC 1,405 1,405 - n/a n/a Financial liabilities - - current Bank loans FLAC - - - - 2 Lease liabilities n/a 434 434 - - n/a Shareholder loans FLAC 8,523 8,523 - 8,523 2 Class A warrants atfair FVTPL 11,000 -- 3,780 311 3 value Other current ﬁnancial FLAC 411 411 - 411 2 liabilities Derivative ﬁnancial FVTPL - - - - 2 liabilities Financial liabilities - non- current Bank loans FLAC 1,461 1,461 - 1,387 2 Shareholder loans FLAC - - - - 2 Lease liabilities n/a 852 852 - - n/a Other non-current FLAC - - - - 2 ﬁnancial liabilities * FAAC = Financial assets at amortized costs; FLAC = Financial liabilities at amortized cost, FVTPL = Fair value through proﬁt or loss As of 31 December 2023 Fair value Category Carrying Amortized Fair Fair in EUR thousand through proﬁt IFRS 9* amount cost (AC) value value or loss (FVPL) Assets Cash and bank balances FAAC 649 649 - - n/a Trade receivables FAAC 2,415 2,415 - - n/a Other current ﬁnancial FAAC 5 5 - 5 2 assets Other non-current FAAC 151 151 - 151 2 ﬁnancial assets Liabilities Trade payables FLAC 1,830 1,830 - n/a n/a Financial liabilities - - current Bank loans FLAC - - - - 2 Lease liabilities n/a 340 340 - - n/a Shareholder loans FLAC 1,522 1,522 - 1,522 2 Class A warrants atfair FVTPL - - value Other current ﬁnancial FLAC 169 169 - 169 2 liabilities Derivative ﬁnancial FVTPL - - - - 2 liabilities Financial liabilities - non- current Bank loans FLAC 800 800 - 729 2 Shareholder loans FLAC 2,528 2,528 - 2,330 2 Lease liabilities n/a 16 16 - - n/a Other non-current FLAC - - - - 2 ﬁnancial liabilities * FAAC = Financial assets at amortized costs; FLAC = Financial liabilities at amortized cost, FVTPL = Fair value through proﬁt or loss For details regarding current and non-current ﬁnancial assets and other current and non-current ﬁnancial liabilities please refer to Note 9.2 – Other ﬁnancial assets and Note 9.4 – Financial liabilities. As all inputs, except for the Class A warrants, are directly or indirectly observable, most instruments are assigned to level 2 and Class A warrants are assigned to level 3 (see explanation in Note 9.6). 151 150 Fair values of cash and bank balances, trade receivables, current and non-current ﬁnancial assets, trade payables, current loans and other ﬁnancial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Theﬁnancialliabilities’ fair valueiscalculated usinga discountedcashﬂow model based on a discountrate derived from the risk-free market rate adjusted to reﬂect an appropriate credit risk premium. Premiums on corporate bonds with a similar rating to BigRep were utilized for the credit risk premium. The following table provides an overview on net gains (losses) on ﬁnancial instruments: in EUR thousand 2024 2023 Financial assets amortized cost (1,376) (77) Financial liabilities amortized cost (608) (207) Financial liabilities at fair value through proﬁt and loss 1,074 - Total (910) (284) Total interest expense calculated using the eﬀective interest method amounts in 2024 to EUR 608 thousand (2023: EUR 207 thousand). 13 Notes to the Consolidated Statement of Cash Flows The consolidated statement of cash ﬂows shows cash ﬂows broken down into cash inﬂows and outﬂows from operating, investing and ﬁnancing activities, irrespective of the classiﬁcation used in the consolidated statement of ﬁnancial position. Cash ﬂow from operating activities is derived indirectly from proﬁt or loss for the year. Proﬁt or loss for the year is adjusted for non-cash expenses (mainly depreciation and amortization) and income. Taking into account the changes in working capital, the cash ﬂow from operating activities is derived. Investing activities mainly include cash disbursements and cash receipts in relation to additions and disposals to property, plant and equipment and intangible assets. Financing activities include cash inﬂows resulting from the issue of share capital and share premium, loans received, repayments of ﬁnancial and lease liabilities and the corresponding interest payments. Changes in liabilities arising from ﬁnancing activities BigRep’s ﬁnancial liabilities have developed as follows: 1 31 Non-cash in EUR thousand January Cash December eﬀective 2024 2024 Liabilities to banks 800 661 - 1,461 Liabilities to shareholders 4,050 - 4,473 8,523 Lease liabilities 356 - 930 1,286 Total liabilities arising from financing activities 5,206 661 5,403 11,270 1 31 Non-cash in EUR thousand January Cash December eﬀective 2023 2023 Liabilities to banks 800 - - 800 Liabilities to shareholders 1,816 8,115 (5,881) 4,050 Lease liabilities 845 (481) (7) 356 Total liabilities arising from financing activities 3,461 7,634 (5,889) 5,206 153 152 14 Group Structure List of legal entities fully included in the scope of consolidation: Country of 2024 Name incorporation Headquarter BigRep GmbH Germany Berlin 100% BigRep America Inc. United States Wilmington 100% BigRep Private Ltd. Singapore Singapore 100% HAGE3D GmbH Austria Graz 100% BSL BigRep Service GmbH Germany Berlin 100% SMG Technologie Advisors GmbH Germany Berlin 100% SMG Technologie Advisors GmbH & Co. KG Germany Berlin 100% BigRep SE has the direct or indirect voting majority in accordance with IFRS 10 and it has the ability to aﬀect the returns through its power over the entity. 15 Contingent Liabilities and Contingent Assets Contingent liabilities are possible obligations that arise from past events and whose existence will be conﬁrmed only by the occurrence of one or more uncertain future events that are outside the control of BigRep. Furthermore, present obligations are contingent liabilities if it is not probable that an outﬂow of resources will be required to settle the obligation and/or the amount of the obligation cannot be estimated with suﬀicient reliability. Contingent assets are possible assets that arise from past events and whose existence will be conﬁrmed only by the occurrence or non-occurrence of one or more uncertain future events that are outside the control of BigRep. As of December 31, 2024, the following contingent liabilities exist: In connection with guarantees and liabilities assumed by HAGE Holding GmbH on behalf of HAGE3D GmbH, BigRep GmbH has undertaken an indemniﬁcation obligation. In the event that HAGE Holding GmbH is claimed upon by lenders, BigRep GmbH will indemnify HAGE Holding GmbH upon ﬁrst demand. Guarantee agreement dated 5 July, 2022 with Steiermärkische Bank and Sparkassen AG relating to an ERP loan in the amount of EUR 385 thousand and an additional ERP loan in the amount of EUR 300 thousand. At the reporting date, it is considered not probable that these contingent liabilities will materialize. Accordingly, no provision has been recognized. 16 Earnings per Share The Company is a publicly listed company, which allots shares of the Company to the shareholders. Earnings per share (basic) and earnings per share (diluted) are calculated based on the earnings attributable to the BigRep SE shareholders. ThelossattributabletotheshareholdersofBigRepSE(basicanddiluted)amountstoEUR61,726thousand. The weighted average number of shares in circulation amounts to 7,719,229 (basic) and 7,719,229 (diluted). 155 154 Proﬁt (loss) attributable to ordinary shareholders (basic and diluted) in EUR thousand 2024 2023 Proﬁt (Loss) for the year, attributable to the owners of the company (61,726) (7,466) Dividends on no redeemable preference shares 0 0 Proﬁt (Loss) attributable to ordinary shareholder (61,726) (7,466) Earnings per shares in EUR thousand 2024 Earnings attributable to shareholders (61,726) Average number of shares outstanding (basic) 7,719,229 Average number of shares outstanding (diluted) 7,719,229 Basic earnings per share (8.00) Diluted earnings per share (8.00) Calculation average weighted number of shares 01 January 2024 – 29 July2024 Number of shares Issued shares aﬅer reverse split 4,390,000 Total number of shares 4,390,000 Weighted average shares 2,560,833 29 July 2024 – 31 December 2024 Number of shares Initially issued shares aﬅer reverse split 4,390,000 New issued shares 8,625,418 Conversion B to A 1,560,000 Treasury shares not included in EPS Calc. (2,100,000) Treasury shares not included in EPS Calc. (95,267) Total number of shares 12,380,151 Weighted average shares 5,158,396 Total weighted average shares 7,719,229 The weighted average number of shares reﬂects the redemption events during the ﬁnancial year 2024. The Class C preferred shares (2,100,000) and subscription rights meet the deﬁnition of potential ordinary shares. However, because the Group incurred a net loss in 2024, their inclusion would be anti-dilutive. 17 Related Party Transactions Entities with signiﬁcant inﬂuence over the Group Ownership stakes 31 December 31 December Name Place of incorporation 2024 2023 De Krassny GmbH 1 Wien 28.6% 0.0% Koehler Invest GmbH Oberkirch 20.5% 36.2% BASF Venture Capital GmbH 2 Ludwigshafen 13.4% 30.8% 1 There were no transactions with De Krassny GmbH in the reporting period. 2 Even if there was no related party relationship as at the balance sheet date of 31 December 2024, there was a related party relationship through signiﬁcant inﬂuence at the time of the conclusion of the commitment transaction with BASF Venture Capital GmbH. Note 2 – Basis of preparation and Note 14 – Group structure provide additional information about the Group’s structure and the scope of consolidation. Key Management Personnel Compensation On 25 July 2024, Dr. Peter Smeets (chairman), Philipp Prechtl, Florian Hampel (vice-chairman), Tommy Grosche and Isabella de Krassny were appointed to become members of the Supervisory Board, subject to the condition precedent of the consummation of the Business Combination and eﬀective as of the date following the consummation of the Business Combination. TheSupervisoryBoardbyresolutionofitsdelegate,dated26July2024,appointedDr.SvenThate(CEO)and Dr. Reinhard Festag (CFO) as members of the Management Board, subject to the condition precedent of the consummation of the Business Combination and eﬀective as of the date following the consummation of the Business Combination. Thereaﬅer, Thomas Janics-Jakomini joined the Management Board, eﬀective 1 November 2024. Key management personnel comprise exclusively the members of the Management Board and the Supervisory Board following the completion of the Business Combination. Their compensation during the year is presented as follows: 157 156 Compensation of key management personnel in EUR thousand 2024 2023 Management board gross salary & social charge 393 435 bonus 368 330 share-based compensation 1,727 0 Supervisory board ﬁxed compensation 30 0 attendance fees 30 0 consulting service 116 60 Total compensation paid to key 2,664 825 management personnel CompensationofBigRep’skeymanagementpersonnelincludessalaries, bonuspaymentsandSupervisory Board compensation. The amounts disclosed in the table are the amounts recognized as an expense during the reporting periods related to key management personnel. In the reporting period 2024 no options were granted to key management personnel (2023: EUR 2,342 thousand). In accordance with BCA the ESOP 17 options were terminated against an allocation of shares from shareholders (see Note 11). Transactions with Related Parties The following transactions occurred with related parties: Received goods and services in EUR thousand 2024 2023 Purchase of goods from other related parties (1,387) (130) Total (1,387) (130) Goods provided in EUR thousand 2024 2023 Sale of goods to other related party 11 441 Total 11 441 Loans received and associated interest in EUR thousand 2024 2023 Transactions resulting from loans received from entities with (446) (79) signiﬁcant inﬂuence over the entity Transactions resulting from loans received from other related parties (34) (1) Total (480) (80) 159 158 Outstanding Balances Arising from Transactions with Related Parties The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: in EUR thousand 31 December 2024 31 December 2023 Current payables to: Key Management Personnel - (385) Other related parties (2) (22) Current receivables from: Other related parties - - Total (2) (407) in EUR thousand 31 December 2024 31 December 2023 Loans received from: Entities with signiﬁcant inﬂuence over the entity (7,659) (3,830) Other related parties (314) (220) Total (7,973) (4,050) For details on the entities with signiﬁcant inﬂuence over the entity please refer to the table at the beginning of Note 17 - Related party transactions. All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in the next months of the reporting date. None of the balances are secured. No expense has been recognized in the current year or prior year for bad or doubtful debts in respect of amounts owed by related parties. Terms and Conditions All transactions were made on normal commercial terms and conditions and at market rates. 18 Audit Service Fees The total fees charged for services provided by the auditor HaackSchubert GmbH during the year 2023 and Forvis Mazars during the year 2024 to BigRep could be detailed as follows: Audit fees in EUR thousand 2024 2023 Audit services 320 172 Audit related fees - - Tax fees - - Total 320 172 Audit services include the fees and expenses for the audit of the consolidated ﬁnancial statements of the BigRep SE and its subsidiaries and the stand-alone annual accounts of BigRep GmbH. 19 Subsequent Events In March 2025, an agreement between the Company and SMG Holding S.à r.l. was reached in accordance with which a payment of EUR 1 million was made by SMG Holding S.à r.l. to the Company to settle outstanding receivables and loans due by SMG Holding S.à r.l. In accordance with the agreement reached, SMG Holding S.à r.l. also agreed to bear and settle on behalf of the Company EUR 292 thousand expenses incurred in relation to the Business Combination. Eﬀective 31 March 2025, Dr. Reinhard Festag resigned as Managing Director of BigRep SE. On 30 May 2025, BigRep SE announced the conclusion of a legally binding restructuring agreement with its major shareholders to secure the Company’s liquidity and ensure sustainable ﬁnancial stability. The restructuring package includes the following key measures: • A cash capital increase of EUR 3.2 million under exclusion of shareholder subscription rights, fully underwritten by two major shareholders (de Krassny GmbH and HAGE Holding GmbH), who will subscribe to 4,571,428 new Class A shares. • The capital increase is subject to a regulatory exemption from the Commission de Supervision du Secteur Financier (CSSF), the Luxembourg ﬁnancial supervisory authority. Should the exemption not be granted, the committed shareholders have undertaken to provide the necessary liquidity through alternative means. • Extension of existing shareholder loans until 31 December 2027 by BASF Venture Capital GmbH, Koehler Invest GmbH, and HAGE Holding GmbH, along with the commitment to convert these loans into equity (up to 1,269,582 Class A shares) or use them to otherwise relieve the balance sheet at maturity. • An additional liquidity inﬂow of EUR 1.8 million through repayment of a previously settled shareholder loan by Koehler Invest GmbH. 161 160 Interest bearing loans with the interest rate of 6% p.a. were extended to the Company to provide interim ﬁnancing until the aforementioned measures were implemented. In July 2025, the Company received an interest bearing loan of EUR 1.4 million from de Krassny GmbH, followed by an additional EUR 1.6 million in September 2025. In the same month, the Company also secured an interest bearing loan of EUR 200 thousand from HAGE Holding GmbH. In July 2025, Supervisory Board Chairman Dr. Peter Smeets informed the company that he would be stepping down from his position on 31 August 2025. Florian Hampel, Deputy Chairman, will take over his duties. In accordance with the Articles of Association, there is no need to appoint a new Supervisory Board member immediately. InNovember2025,theCompanydecidedtoissueaprivateplacementofuptoEUR10millioninConvertible Notes to secure necessary ﬁnancing. The notes entitle the holder to receive interest and, crucially, the option to convert the principal amount and accrued interest into the Issuer's Class A Public Shares at a predetermined Conversion Price of EUR 0.70 per share. Conversion can only occur during speciﬁed semi- annualConversionPeriodscommencingin2026, oriftheIssuerelectstoredeemthenotes. TheConvertible Notes shall mature on 31 December 2031. Early redemption is optional at the discretion of the Company or conversion at the request of the holder of the Convertible Note. The Convertible Notes bear interest at a rate of 8% p.a. The Convertible Notes are unsecured obligations and are subject to the Luxembourg law, with strict restrictions on their oﬀer or sale to U.S. persons and retail investors in the EEA. The core investor, de Krassny GmbH, subscribed EUR 2 million in Convertible Notes. The existing interest-bearing loans of EUR 3 million, previously granted by de Krassny GmbH to the Company for the planned capital increase according to the restructuring agreement, were amended and restated to enable de Krassny GmbH to convert the loans into Convertible Notes. The Company and de Krassny GmbH intend to agree that the loans are represented by 3,000 Convertible Notes with amount of EUR 3 million, without novating the original obligations for all other parties of the original interest bearing loans. Luxembourg, 18 December 2025 Thomas Janics-Jakomini Chief Executive Officer BigRep SE Member of the Management Board BigRep GmbH Gneisenaustraße 66 10961 Berlin, Germany Phone +49 30 20 84 82 60 BigRep America Inc. 40 Nagog Park, Suite 100-105 Acton, MA 01720, United States Phone +1 781 281 0569 BigRep APAC 201 Henderson Road Apex@Henderson #03-13 Singapore 159545 Phone +65 6909 8191 / 9793 25 15 HAGE3D Kratkystraße 2 8020 Graz, ꢀsterreich Phone +43357836412 HAGE3D Production Hauptstraße 52e 8742 Obdach, ꢀsterreich Online https://bigrep.com/investor-relations Email [email protected] 162

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