BIGREP SE

Consolidated Statement of Financial Position

As of December 31, 2024 and 2023

Description	213800P9C9Q3F8MRXO87 2024-12-31	213800P9C9Q3F8MRXO87 2023-12-31
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Right-of-use assets
Investments in equity accounted investees
Other non-current assets
Current assets
Inventories
Trade and other receivables
Contract assets
Cash and cash equivalents
Assets held for sale
Total assets
Equity and liabilities
Equity
Issued capital
Share premium
Treasury shares
Reserve of exchange differences on translation
Reserve of share-based payments
Retained earnings (profit/loss for reporting period)
Retained earnings (excluding profit/loss for reporting period)
Total equity
Non-current liabilities
Provisions
Lease liabilities
Financial liabilities
Deferred tax liabilities
Current liabilities
Trade and other payables
Contract liabilities
Current tax liabilities
Provisions
Lease liabilities
Financial liabilities
Total liabilities
Total equity and liabilities

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the years ended December 31, 2024 and 2023

Description	213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31	213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31
Revenue
Cost of sales
Gross profit
Other operating income
Distribution costs
Administrative expenses
Research and development expenses
Other operating expenses
Operating result
Finance income
Finance costs
Finance result
Result before tax
Income tax expense
Profit/loss for the period
Other comprehensive income
Items that will not be reclassified to profit or loss
Actuarial gains/losses on defined benefit plans
Income tax relating to items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Income tax relating to items that may be reclassified subsequently to profit or loss
Other comprehensive income, net of tax
Total comprehensive income for the period

Consolidated Statement of Changes in Equity

For the years ended December 31, 2024 and 2023

Description	213800P9C9Q3F8MRXO87 2023-12-31	213800P9C9Q3F8MRXO87 2024-12-31
Issued capital
Share premium
Treasury shares
Reserve of exchange differences on translation
Reserve of share-based payments
Retained earnings (profit/loss for reporting period)
Retained earnings (excluding profit/loss for reporting period)
Total equity

Consolidated Statement of Cash Flows

For the years ended December 31, 2024 and 2023

Description	213800P9C9Q3F8MRXO87 2024-01-01 2024-12-31	213800P9C9Q3F8MRXO87 2023-01-01 2023-12-31
Cash flows from operating activities
Net profit/loss
Adjustments for non-cash items:
Depreciation and amortization
Share-based payments
Changes in working capital:
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
(Increase)/decrease in contract assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in provisions
Net cash from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of property, plant and equipment
Acquisitions of subsidiaries, net of cash acquired
Other cash flows from investing activities
Net cash from investing activities
Cash flows from financing activities
Proceeds from issuance of shares
Repayments of financial liabilities
Proceeds from financial liabilities
Dividends paid
Other cash flows from financing activities
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

BigRep SE Annual Report 2024

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

In the history of BigRep SE (the “Company”) and its subsidiaries (hereinafter together referred to as “BigRep” or the “Group”) the financial year 2024 marked a transformative reorientation, which decisively set the course for subsequent years. After 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 software, 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 fifty 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 a legacy product portfolio prior to the launch of the new generation portfolio. While sales of legacy models softened, 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 after 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.

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 almost half of fourth-quarter hardware sales, a signal that • Restore liquidity and secure adequate financing to cover the forecast shortfall in 2025 and provide conﬁdence our significant revenue growth in 2025. stability until at least mid-2027,

Our balance sheet strength following the Business Combination gives us flexibility to invest selectively in • Improve profitability through cost reduction, operational efficiency measures, and strategic portfolio technology, talent and market access. management, technology, talent and market access.

None of this would be possible without the commitment of our employees, the trust of our customers and • Strengthen competitiveness by completing the global rollout of the new, higher-margin product portfolio, and business partners, and the confidence of our shareholders. On behalf of the Group, I extend my sincere gratitude to all of you. • Reduce working capital by accelerating the sale of existing aged inventory.# BigRep SE

Key Elements of the Financial Restructuring Plan

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.
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.
Additional Liquidity: Repayment of EUR 1.8 million to the Group by Koehler Invest GmbH in respect of the reinstatement of a previously repaid shareholder loan.
(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.

Sincerely Yours,

Thomas Janics-Jakomini
Chief Executive Officer
BigRep SE
Member of the Management Board

Annual Report 2024: Report of the Supervisory Board

Dear Shareholders,

Despite the continuous challenges in 2024, the financial year was characterized by strategic and operational 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.

Cooperation between Supervisory Board and Management Board

In the past financial year, the Supervisory Board monitored the Company’s affairs and regularly advised the 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 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 Board’s 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 its own suggestions.

The Supervisory Board members were also available to the Management Board in an advisory capacity outside the regular Supervisory Board meetings. The Chairman of the Supervisory Board in particular, had regular close exchanges with the Management Board to share information and thoughts on current company developments. This applies equally to the Deputy Chairman of the Supervisory Board, who also 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:

Approval of the proposed budget for the financial year 2024, including the cash measures as part of the overall budget.
Approval to share information with HAGE3D in the course of the acquisition.
Approval of measures in relation to the existing VSOP program and acknowledgement of the 2024 settlement of the VSOP before the Business Combination.
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.
Authorization for the members of the Supervisory and Management Boards, and lawyers from Arendt & Medernach SA to take necessary actions, sign documents, and file with Luxembourg Trade and Companies Register.
Coordination with the Management Board and approval of all Supervisory Board reserved matters.
Review of ongoing business performance, including revenue and profitability development, liquidity position, market position, expansion and business strategy of the Group.
Informal dialogue and consultation with the Management Board and senior executives.
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.
Ongoing review of regulatory requirements.
Composition of the management bodies.

Composition of the Management Bodies

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 composition of the boards over the course of the financial year.

Board Name	Role/Position	Start of Term	End of Term
Dr. Stefan Petrikovics	Chief Executive Officer (CEO)	27 Jul 2023	30 Jul 2024
René Geppert	Chief Operating Officer (COO)	27 Jul 2023	30 Jul 2024
George Aase	Chief Financial Officer (CFO)	27 Jul 2023	30 Jul 2024
Werner Weynand	Chief Administration Officer (CAO)	27 Jul 2023	30 Jul 2024
Dr. Sven Thate	Chief Executive Officer (CEO)	30 Jul 2024	31 Oct 2024
Dr. Reinhard Festag	Chief Financial Officer (CFO)	30 Jul 2024	31 Mar 2025
Thomas Janics-Jakomini	Chief Executive Officer (CEO) (incumbent)	01 Nov 2024	—
Ewald Weizenbauer	Supervisory Board Chairman	25 Sep 2023	30 Jul 2024
Rhett Oudkerk Pool	Supervisory Board Member	25 Sep 2023	30 Jul 2024
Benoît de Belder	Supervisory Board Member	25 Sep 2023	30 Jul 2024
Dr. Geza Toth-Feher, Lord of Kennal	Supervisory Board Member	25 Sep 2023	30 Jul 2024
Dr. Peter Smeets	Supervisory Board Chairman	30 Jul 2024	30 Aug 2025
Florian Hampel	Supervisory Board Deputy Chairman	30 Jul 2024	—
Philipp Prechtl	Supervisory Board Member	30 Jul 2024	—
Tommy Grosche	Supervisory Board Member	30 Jul 2024	—
Isabella de Krassny	Supervisory Board Member	30 Jul 2024	—

Meetings of the Supervisory Board and Key Areas of Corporate Governance and Efficiency Review

In the 2024 financial year, the Supervisory Board held six ordinary and two extraordinary meetings; all meetings were quorate. The main topics discussed were:

Strategy & Business Development – validation of the growth and product strategy, including the market 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 clearance and admission to trading.
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.
2024 standalone and consolidated financial statements – preliminary review of the draft, discussion and adoption of resolutions.

All meetings were held via video conference mostly initiated from the Grand Duchy of Luxembourg and adequate numbers of members of the Supervisory Board were present at all meetings to ensure that a quorum was present at all times.

Committees of the Supervisory Board

The Supervisory Board has established an Audit Committee. In the reporting year the committee consisted of Mr. Philipp Prechtl (Chairman) and Mr. Florian Hampel. The Audit Committee met four times in 2024 and dealt inter alia with:

Monitoring the accounting process and the effectiveness of the internal control and risk management system.
Detailed discussion of the half-year figures and further action 2024.

Audit Committee and Audit of Annual and Consolidated Financial Statements 2024

The Audit Committee of the Group oversees the accounting and financial reporting processes of the Group, the audits of the standalone and consolidated financial statements of the Group, internal controls and choice of the Group's independent auditor.

The stand-alone financial statements of the Company as of and for the year ended 31 December 2024, prepared in accordance with Luxembourg legal and regulatory requirements, and the consolidated 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. (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 and consolidated financial statements; the standalone and consolidated financial statements are thereby adopted. The Supervisory Board concurs with the Management Board’s proposal to carry forward the net loss for the year to new account.

The Supervisory Board acknowledged the independence of the auditor and obtained a corresponding declaration of independence. The above-mentioned Audit Documents and associated audit reports were sent to the members of the Supervisory Board.

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 recommendations, e.g. of the German Corporate Governance Code. In December 2024, the Supervisory Board conducted a self-assessment of its efficiency; potential for improvement was identified primarily in the digitalization of meeting preparation and follow-up.# 2. Basic Information on the Group

2.1 Business Model

BigRep SE (the “Company”) and its subsidiaries (hereinafter together referred to as “BigRep” or the “Group”) develops, produces and sells Additive Manufacturing (“AM”) solutions comprising of hardware, software, materials and services. Our holistic approach of offering AM solutions comprising reliable German and Austrian-engineered hardware, tailored materials, intelligent software, 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, 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, manufacturing tooling such as jigs and fixtures, forms and moulds, as well as end- and spare-part production and to a broad customer base globally.

Today, BigRep counts blue-chip companies such as Ford, Deutsche Bahn, Canyon, and Airbus, and hidden champions like Zoeller or Magirus, but also educational institutions, research institutes, and innovative startups 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 processes.

Since our founding in 2014, we have grown into an industry leader in large-format Fused Filament 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 software, an e-learning platform, application consulting, first-class customer service, and comprehensive training to help our customers succeed.

With our holistic approach, we offer more than just a 3D printer. We deliver AM solutions comprising reliable German and Austrian-engineered hardware, including the BigRep ONE, STUDIO, PRO, ALTRA, IPSO and VIIO as well as intelligent software 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 quality-controlled materials, such as standard and specialty biopolymers as well as engineering performance polymers, or use third-party filaments. Our broad value-adding services include part printing in BigRep’s 3D Print Service, application and materials consulting, training, and our knowledge base via BigRep’s ACADEMY, and installation and maintenance services to ensure fast customer success pre- and after-sale also for less skilled users.

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 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 – from project acquisition to continued life-time support and customer value driving repeat and recurring business. Risks, effects, and possibilities are considered at all times, and the highest level of professionalism is achieved.

In our efforts to offer exceptional technologies and solutions for additive manufacturing and to expand our capabilities, the acquisition of HAGE3D during the 2024 financial year marks another milestone. The 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.

The technological expansion of our portfolio was and remains central to our strategic direction. In addition to the HAGE3D solutions, we also introduced the first highly automated large-capacity printer, the VIIO, to industrial customers seeking high reliability and ease of use.

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 group's 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 %
Old BigRep Group
SMG Technology Advisors
100 %
Limited General
Partner
BigRep GmbH
HRB 267707
Berlin, Germany
SMG Technology Advisors
GmbH & Co. KG
HRA 63444
Berlin, Germany
 Verwaltungs-GmbH
HRB 155360B
Berlin, Germany
100 %
100 %
100 %
100 %
BSL BigRep Service
HAGE3D GmbH
BigRep America Inc.
BigRep Private Ltd.
GmbH

We procure supplies from leading suppliers worldwide and pursue a hybrid sales model with direct sales and the use of resellers. Our broad network of global resellers consists of more than 50 active resellers (until July 2024) covering more than 40 countries. We generate direct sales through our own sales force and our e-shop for materials and spare parts – BigRep HUB.

BigRep GmbH was founded in December 2013 and started operating in 2014. We swiftly expanded our business with own subsidiaries in the United States and Singapore to get a global reach. On 26 July 2024, the product portfolio was enlarged via the acquisition of HAGE3D GmbH in Austria.

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”.

The Group structure includes subsidiaries in Germany, Austria, the USA and Singapore. There are no other branch offices.

1. Highlights 2024

Following the completion of the De-Spac Transaction (the “Business Combination”) between BigRep SE and BigRep GmbH, we successfully entered the stock market as an operational company. We opened the 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), supported by our sponsor, SMG Technology Holding Sàrl and SMG Holding Sàrl. SMG Technology Holding Sàrl deregistered as of 8 August 2024 and no longer exists.

The Supervisory Board reviewed the Audit Documents of the Group. The result of the preliminary review by the Audit Committee and the result of its own review fully correspond to the result of the audit of the standalone and consolidated financial statements. In view of the final result of its own review, the Supervisory Board raises no objections to the result of the audit by the auditor. The Supervisory Board has therefore approved the stand-alone financial statements of the Company and the consolidated financial statements of the Group as of and for the year-ended 31 December 2024.

No Presidential/Remuneration Committee was set up in 2024; remuneration matters were discussed by the full Supervisory Board.

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

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.# 2.3 Corporate Governance and Control Structures

The following disclosures are made in accordance with article 11 of the Luxembourg Law of 19 May 2006 on takeover bids, as amended (the “Takeover Law”):

Shares and Structure of Share Capital

The Group’s issued share capital as of 31 December 2024 was set at seven hundred ninety-three thousand five hundred thirty-eight euro and fifty-three cent (EUR 793.538,53), represented by fourteen million five hundred seventy-five thousand four hundred eighteen (14,575,418) class A shares without nominal value (the "Class A 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 A shares against cash, and two million one hundred thousand (2,100,000) class A shares without nominal value redeemed against issuance of class C shares (the "Preferred Shares”).

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 Preferred Shares exist in registered form.

The BigRep SE is a European Company (Societas Europaea). A copy of the articles of association of the Company (the “Articles”) is available on the Company’s Investor Relations page: https://bigrep.com/investor-relations/#Statute “Statute of the Company”.

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 provisions of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Law”).

All Shares carry rights as provided for by Law and as set forth in the Articles, including rights to receive dividends (if declared) or liquidation proceeds.

Preferred Shares entitle to a preferred dividend, as set out in article 28.7 of the Articles and are redeemable with removal or limitation of the preferential right to subscribe to the Class A Shares issued for the existing 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 who are shareholders on the record date as further set out in article 11 of the Articles, and proxy forms / voting forms must be received by the Group a certain time before the date of the relevant general meeting of shareholders, as set out in article 11.1 of the Articles.

The Group recognizes only one holder per share. In case a share is owned by several persons, they must appoint a single representative who shall represent them towards the Group. The Group is entitled to suspend the exercise of all rights attached to a share held by several owners, except for relevant information rights, until such representative has been appointed.

In accordance with article 28 of the Transparency Law, the exercise of voting rights related to the Shares exceeding the fraction that should have been notified under the respective provisions as set out above is suspended. The suspension of the exercise of voting rights is lifted the moment the shareholder makes the relevant notification.

Special Control Rights

There are no special control rights attached to the Shares.

Share Transfer Restrictions

Subject to the provisions of the Law, the Articles and the Lock-Up and Divestment Agreement (as defined 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.

Contractual Transfer Restrictions

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 is available under https://bigrep.com/investor-relations/#BCA “Business Combination Agreement (BCA)”.

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.

Contractual Transfer Restrictions

Except for the Lock-Up and Divestment Agreement, the Group is not aware of any factors, including agreements between shareholders, which may result in restrictions on the transfer of Shares or voting rights attached thereto.

Authorizations Regarding Operations on Shares

Under the authorised share capital pursuant to article 6.1 of the Articles, the management board of the Group (the “Management Board”) with the consent of the supervisory board of the Group (the “Supervisory 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 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 the Articles are complied with.

Powers of the Management Board and the Supervisory Board

The Management Board is vested with the broadest powers to act in the name of the Group and to take any action necessary or useful to fulfil the Group's corporate purpose, with the exception of the powers reserved by the Law or by the Articles to the Supervisory Board or to the general meeting of shareholders.

The Supervisory Board may be consulted by the Management Board on such matters as the Management Board may determine and may authorize any action that may, pursuant to Law or regulation or under article 16 of the Articles, exceed the powers of the management.

The following actions and transactions in relation to the Group’s management require an express consent of at least 5% decision of the Supervisory Board:

issuance of Shares, granting options or warrants to subscribe for Shares and to issue any other instruments, such as convertible instruments, giving access to Shares under the authorised capital,
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 of listed companies,
modification of the fields of business of the Group and the termination of existing and commencement of new fields of business,
encumbrance of shares in material companies as well as liquidation of material companies,
institution and termination of court cases or arbitration proceedings involving an amount in controversy of more than one million euro (EUR 1,000,000) in the individual case, and
acquisition, sale and encumbrance of real estate and similar rights or rights in real estate with a value of more than nine million euro (EUR 9,000,000) in the individual case,

Amendments to the Articles

Subject to the provisions of the Law, any amendment of the Articles requires a majority of at least two-thirds (2/3) of the votes validly cast at a general meeting of shareholders at which at least half (1/2) of the Group’s share capital is present or represented. In case the second condition is not satisfied, a second general meeting of shareholders may be convened in accordance with the Law, which may deliberate regardless of the proportion of the Group's share capital represented and at which resolutions are taken at a majority of at least two-thirds (2/3) of the votes validly cast. Abstention and nil votes will not be taken into account for the calculation of the majority.

Appointment and Removal of the Supervisory Board Members

The appointment and replacement of the members of the Management Board and the Supervisory Board are governed by the Law, the Articles, the rules of procedure of the Management Board and the rules of procedure of the Supervisory Board (as applicable).

Members of the Supervisory Board shall be appointed by the general meeting of shareholders, which shall determine their remuneration and term of office. The term of office of a member of the Supervisory Board may not exceed a period of three years (3) years. The year of appointment does not count in the calculation of the term of expiration of the mandate.

Signiﬁcant Shareholdings

At 31 December 2024, the following shareholders kept at least 5% of the Shares:

Shareholder Name	Percentage
de Krassny GmbH	28.55 %
Koehler Invest GmbH	20.52 %
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 remuneration and incentive programs and future acquisitions)

Shareholder Name	Percentage
HAGE Holding GmbH	6.62 %

Other shareholders added up to 17.78%.

The direct and indirect ownership of the Group and, as the case may be, the control over voting rights attaching to the Shares, in each case, to the extent it 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 the Group by its shareholders for the purpose of Articles 8, 9, 12 and 12bis of the Luxembourg Law of 11 January 2008 on transparency requirements for issuers, as amended.

Eﬀect of a Takeover Bid on Signiﬁcant Agreements

The Group is not party to any signiﬁcant agreements which terminate upon a change of control of the Group following a takeover bid. No other signiﬁcant agreements are known which take eﬀect, alter or terminate in that case.

Agreements with Directors and Employees Providing Compensation

A share option program has been implemented, with terms as set out in the published prospectus of the Group. A copy of the prospectus is available under https://bigrep.com/investor-relations/#Securities_# 2.4 Management System

The governing bodies of the Group are the Management Board, the Supervisory Board and the Shareholders’ Meeting of BigRep SE. The Management Board members of BigRep SE are also the Managing Directors of the operative entity BigRep GmbH.

The Management Board monitors and controls the Group’s development through a detailed reporting system. The Management Board reporting informs in detail on current developments in the operating business in the form of absolute and relative key ﬁgures.

The Supervisory Board receives a monthly report. Signiﬁcant items and their changes are explained and discussed in detail in regular meetings between the Management and the Supervisory Board.

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 key metrics further described and deﬁned in note 3.16 to the consolidated ﬁnancial statements.

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 accounting process. The ﬁnancial accounting process entails implementing measures that ensure that the standalone ﬁnancial statements comply with regulations. In this context, the measures serve to identify and measure risk, as well as to limit identiﬁed risks and review them.

The consolidated ﬁnancial statements are prepared centrally based on the data from the subsidiaries which are included in the scope of consolidation. Specially trained staﬀ who use recognized consolidation soﬅware solutions perform the consolidation measures, carry out certain reconciliation work, and 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 activity, is generally applied. Certain approval processes must be complied with during the entire ﬁnancial accounting process. The managers of the local companies bear responsibility for local implementation and supervision of the internal control system.

The internal control system is subject to permanent further development and adapted to the company’s growth. Due to the recent Business Combination and the increased requirements associated with it, a backlog of documentation and entering of updates into the technical system and the knowledge management system cannot be excluded in this context and is addressed through manual controls. It should be noted that, in general, the internal controlling system, irrespective of its structure, does not provide absolute security that signiﬁcant misstatements in the ﬁnancial accounting are avoided or uncovered. With suﬀicient certainty, it nevertheless prevents corporate risks from having a signiﬁcant impact.

2.5 Research and Development

As a technology group BigRep conducts very selective basic research in the AM ﬁeld, but mainly development 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.

3. Economic Report

3.1 Macroeconomic and Sector-Speciﬁc Environment

Aﬅer several successful years, the global additive manufacturing (“AM”) market faced signiﬁcant challenges in 2024, albeit with positive prospects. Overall, the AM market consists of equipment, materials, and services to produce metal and polymer parts and reached a value of approximately EUR 10.72 billion in 2024.

The global polymer material additives market is undergoing strong growth and is expected to reach a 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 polymers across a wide range of applications and industries using diﬀerent AM technologies — including automotive, packaging, construction, and electronics — is a primary growth driver. These sectors rely on additives to enhance polymer properties such as durability, ﬂexibility, UV resistance, ﬂame retardancy, and processingeﬀiciency. Second, increasinglystringentregulatoryrequirementsrelatedtomaterialsafetyand environmental sustainability are prompting manufacturers to adopt more eco-friendly and sustainable additive solutions, fuelling further innovation and market expansion. Finally, ongoing advancements in additive technologies are enabling the development of more eﬀective and specialized products, signiﬁcantly contributing to the market’s continued growth.

A stabilizing market in the fourth quarter and the positive outlook for the beginning of 2025 led suppliers to cautious optimism.

CustomersintheNorthAmericanregionandintheregionEurope, MiddleEastandAfrica(“NA”and“EMEA”) regions have signiﬁcantly reduced their equipment spending, with the sharpest decline in the NA region, primarily due to economic and political developments in the US. Historically, the US has experienced 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 focusing more on optimizing the use of existing machines than on expanding their capacity in 2024.

The spectrum of polymer additive manufacturing technologies has expanded accordingly, revealing strong growth potential. To eﬀectively use polymer additive manufacturing, it is important to understand both the printing process and the properties of the materials used. This is no longer characterized solely by industrial solutions.

Years ago, entry-level systems opened the market to a wider audience and engineering ﬁrms, workshops, and students are now regular users of additive manufacturing. Easy access to ﬁlament extrusion and polymerizationprocesseshasfavouredthisdevelopment. WhileproviderssuchasBAMBULABsigniﬁcantly 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 equipment parts manufacturing.# 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 after signing of the agreement and the closing of the acquisition of HAGE3D happened almost nine months after 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, SMG Technology Acceleration SE changed its name to BigRep SE. On 29 July 2024, 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.

3.4 Results of Operations, Financial Position, and Net Assets

3.4.1 Results of Operations

Group statement of profit and loss in accordance with IFRS (own grouping):

	2024 (in EUR thousand)	2023 (in EUR thousand)	Delta (in EUR thousand)
Revenue	6,247	11,229	(4,982)
COGS	(3,641)	(5,683)	2,042
Gross Margin	2,606	5,546	(2,940)
Gross Margin %	42	49
Other Income	2,960	568	2,392
Own work capitalized	2,156	2,050	106
Personnel expenses	(11,717)	(7,690)	(4,027)
Other expenses	(57,894)	(5,460)	(52,434)
EBITDA reported	(61,889)	(4,986)	(56,903)
Adjustment Listing fee	50,113	0	50,113
Adjusted EBITDA	(11,776)	(4,986)	(6,790)

Personnel expenses increased from EUR 7,690 thousand in 2023 to EUR 11,717 thousand in 2024. This 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 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 thousand. Please refer to notes 3.15 for further details.

Other expenses increased from EUR 5,460 thousand in 2023 to EUR 57,894 thousand in 2024. Most of 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 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.

Amortization expenses increased from EUR 1,486 thousand in 2023 to EUR 1,997 thousand in 2024. Primarily driven by the market launch of new products, such as the VIIO, and the commencement of 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 Combination.

The loss for the period in 2024, including the above-described non-recurring effects due to the Business Combination, amounted to EUR 61,726 thousand compared with a loss of EUR 7,529 thousand in 2023.

3.4.2 Financial Position

	2024 (in EUR thousand)	2023 (in EUR thousand)	Delta (in EUR thousand)
Total equity	20,096	3,132	16,964
Total equity and liabilities/total assets	36,916	12,354	24,562
Equity ratio	54	25
Non-current assets	23,276	4,896	18,380
Current assets	13,640	7,458	6,182

Although the revenue declined as described above the disaggregation of the revenue into the different 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 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 products at the customer leading to demand for Life Time Value services and products like materials and spare parts.

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 channels.

Other income rose from EUR 568 thousand in 2023 to EUR 2,960 thousand in 2024. The increase was driven 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 beneficiaries received from the shareholders on a pro-rata-basis shares and cash payments to settle these programs. The reversal of the liability booked as of 31 December 2023 for these programs resulted in EUR 1,082 thousand accounted for as other income. Another EUR 1,300 thousand is related to receivables from the initial SPAC sponsors.

Current assets amounted to EUR 13,640 thousand as of 31 December 2024 (previous year: EUR 7,458 thousand). About half of it belongs to inventories and the other half being cash, receivables and other current assets. In 2024 inventory levels were elevated to EUR 6,572 thousand at year-end (previous year: EUR 4,039 thousand), primarily due to sales falling short of initial projections in 2024, which led to a temporary build-up of stock. Cash and cash equivalents increased significantly to EUR 3,941 thousand (previous year: EUR 649 thousand). Equity and liabilities consist of EUR 20,096 thousand equity as of 31 December 2024 (previous year: EUR 3,132 thousand), increased as a result of the Business Combination, EUR 3,971 thousand on non-current liabilities (previous year: EUR 3,354 thousand) and EUR 12,849 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.

BigRep’s financial position shows a high equity ratio (defined as a percentage of total equity divided by 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 reorganization.

The non-current assets amount to 63% of the total assets and are dominated by the intangible assets of EUR 20,254 thousand. Thereof internally developed products amounting to EUR 9,629 thousand and EUR 10,617 thousand are attributed to the HAGE3D acquisition as goodwill. The remaining balance under intangible assets is attributable to capitalized commercial software licenses.

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 related to the Business Combination. Other outflows included settlements related to previous plans ESOP 2017 and ESOP 2015, which have been terminated with the event of the Business Combination (EUR -1,455 thousand), lease payments (EUR -543 thousand) and interest paid (EUR -110 thousand). Net increase in cash and cash equivalents was EUR 3,258 thousand (previous year: decrease of EUR -1,120 thousand; year-over-year change of EUR 4,378 thousand). Cash and cash equivalents increased from EUR 677 thousand at 1 January 2024 to EUR 3,941 thousand at 31 December 2024, including an immaterial positive foreign-exchange effect of EUR 7 thousand (previous year: EUR -8 thousand).# 3.4.3 Cash Flows

The Business Combination in 2024 inﬂuenced the consolidated statement of cash ﬂows primarily through equity-transaction cash costs recognized in ﬁnancing activities, signiﬁcant non-cash items recognized within 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 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 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 liabilities in the prior year to equity during 2024 and changes in fair value of class A warrants and cancellation of Class B warrants , and by working-capital normalization following the transaction. These eﬀects should be considered when comparing year-over-year developments.

Cash ﬂow from operating activities in 2024 was positive with EUR 9,591 thousand (previous year: cash outﬂow of EUR -6,602 thousand). Bridging from the loss of the year 2024 to operating cashﬂows mainly reﬂects signiﬁcant non-cash items related to the Business Combination:

fair-value gains on redeemable Class A shares EUR -3,780 thousand,
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 investing or ﬁnancing activities, thereof assets of EUR 23,134 thousand (previous year: EUR -2,582 thousand) and liabilities of EUR -3,061 thousand (previous year: EUR +1,640 thousand).

Overall, operating activities turned positive in 2024 due to these non-cash adjustments and working-capital inﬂows.

Net cash used in investing activities was EUR -3,365 thousand (previous year: EUR -2,735 thousand; change of 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.

Financing activities resulted in a net outﬂow of EUR -2,968 thousand (previous year: inﬂow of EUR 8,217 thousand; change of EUR -11,185 thousand). Gross proceeds from loans and borrowings of EUR 4,931 thousand were partly oﬀset by repayments of EUR -1,954 thousand. Equity-related cash ﬂows comprised gross proceeds from the issue of share capital and share premium of EUR -867 thousand in total, consisting of the issuance of 1,560,000 class B shares as part of the business combination agreement (EUR 86 thousand) and the issuance of 2,100,000 class C preferred shares, and the remaining 95,263 were redeemed against a cash settlement of EUR 953 thousand.

Although these loans are classiﬁed as current liabilities, it cannot be assumed that the repayment terms – in particular the agreed repayment within the next 12 months – can be met in the short term.

3.4.4 Overall Assessment of the Economic Situation

Management initiated a range of cost optimization initiatives in 2024 and remains focused on further enhancing the Group's cost structure throughout 2025. The reduction of the inventory to its historical level will provide a source of liquidity additional to the cash on hand. Together with increasing revenues from the new 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 risk section) which might lead to an underperformance of the business plan. Additional counter measures ranging from further cost cutting to a capital increase would be required in those scenarios. Management believes that additional measures are feasible.

3.5 Employees

In average the Group employed 99 full time equivalents (FTEs) in 2024. A large portion of 77% worked in the BigRep GmbH in Berlin, followed by the employees in America with 11% and in Austria with 7% of the 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. We focus our eﬀorts on creating a collaborative environment, where our colleagues feel respected and valued. We provide our employees with a competitive compensation plan. In addition, we regularly interact with our employees to gauge employee satisfaction and identify areas of focus.

3.6 Own Shares

During the year, as a result of the redemptions that were carried in connection with the Business Combination, the Company acquired 2,195,263 of its own class A public shares at a price of approximately EUR 10.00 per share. Of these 2,195,263 class A public shares, 2,100,000 were redeemed against the issuance of 2,100,000 class C preferred shares, and the remaining 95,263 were redeemed against a cash settlement of EUR 953 thousand.

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4. Opportunity and Risk Report

4.1 Risk and Opportunity Management System

BigRep SE operates in a technologically sophisticated and demanding market of the future that entails both opportunities and risks. BigRep has instituted a number of measures to secure the Group as a going concern and foster its positive growth and development. The management system for opportunities and risks, which is integrated into all signiﬁcant corporate processes continuously, forms an important part 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 important safeguarding instrument but also helps the Group achieve its objectives.

The risk management system is being continuously further developed and is based essentially on the recognized scenario analysis method. This method utilizes a matrix consisting of 25 cells in which both the probability of occurrence and the impact of each risk are divided into ﬁve categories of very low, low, medium, high and very high. This ranking method (risk ranking sequence) is readily comprehensible, creates a high degree of risk transparency, and provides an easy visual overview. The risk policy principles are set out in a risk manual that deﬁnes and describes the risk management process. This manual is reviewed and revised when required and is binding for BigRep SE and its subsidiaries. All relevant risks are identiﬁed, quantiﬁed, communicated and steered systematically as part of a regular risk inventory. This allows disadvantageous developments of particular signiﬁcance for the Group's ﬁnancial position and performance to be countered on time.

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 future changes to a Group's ﬁnancial position, and the term ”opportunity" is understood to refer to the possibility of positive future changes to a Group's ﬁnancial position. In relation to the Group, risk is deﬁned as the risk that events or actions prevent BigRep SE from attaining its objectives, and/or from successfully implementing its strategy. All decisions that can inﬂuence the Group's current and future position are subjected to the weighing up of related opportunities and risks. The Group's current business position and its resultant risks are discussed at regular management meetings.

4.2 Illustration of Risks

Event risk and risk eﬀect comprise the criteria for establishing relevance for action. According to the risk management manual, risks are regarded as action-relevant which exhibit either a high probability of occurrence (high probability that the risk will materialize) or a high impact (potential eﬀect of the risk), and which are classiﬁed as at least medium in relation to the respective remaining criterion.

In total, we identiﬁed 20 relevant and speciﬁc risks for our business, out of which 14 have a low or very 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-relevant risks, launching corresponding countermeasures in each case. The action-relevant we describe in more detail as follows:

Financial bottlenecks due to insuﬃcient liquidity resources related to e.g. high stock of aged solutions and time-shiﬅed cost savings: BigRep depends on external capital, such as shareholder loans and convertible bonds, to support our business growth. BigRep has established an ongoing transformation process. Part of this transformation process is a catalogue of measures to reduce costs. The liquidity eﬀects expected from this could materialize later than expected or be lower than expected. In addition, the Group has stocks of older machines for which a plan has been drawn up to sell them oﬀ quickly. If 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.
Risk of disruptions, short-term changes, failure or closure in supply chain due to single sourcing: The Group develops and sells machines in the ﬁeld of additive manufacturing. The machines are assembled by a limited number of contract manufacturers, which means that many of our products are single sourced. If these manufacturers were to fail or production of our products were disturbed, this would have a negative impact on our sales, revenue and earnings. If the availability of direct materials (purchased goods, raw materials, packaging, sourced products, energy) decreases, or these costs increase, and we are# 4.3 Financial Risk Management

BigRep’s financial risk management is an essential element of the planning and implementation of business strategies. The principles of BigRep’s financial risk management are set by the Management Board. Rising market fluctuation levels might result in considerable volatility risks to cash flows and income for BigRep. The operating business of the Group and its investment and financing activities are affected by 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 for its shareholders, BigRep identifies and analyses the financial market risks associated therewith and manages them proactively.

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 installed effectively for several years. The Group identified the following main financial risks:

Risk of insufficient funds to finance the ongoing transformation,
Risk that outstanding trade receivables and other receivables prove uncollectible,
Risk of rising exchange rates in the countries BigRep is active in,
Risk of interest rate increases,
Risk of tariffs in core markets (supply chain as well as sales markets),
Non-compliance with financial obligations.

The OECD’s Pillar II framework introduces a global minimum tax regime applicable to multinational enterprise groups with consolidated annual revenue of at least EUR 750 million. As the Group’s consolidated 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.

4.4 Overall Statement of the Risk Situation

The Management Board regards the Group's overall risk position as appropriate, provided that the restructuring and recapitalization measures described in this Annual Report are implemented as planned and on schedule. Any delays or deviations in implementation could adversely affect the Company’s risk profile and additional measures could become necessary. The market for 3D printing machinery is generally intact and remains attractive due to the growth opportunities that it offers. BigRep is well positioned technologically, its production systems are sufficient and state-of-the-art, capital backing enables further growth, and its staff form a highly qualified and successfully performing team.

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 Annual Report are implemented as planned and on schedule. Any delays or deviations in implementation - which were not apparent at the time this report was prepared - could adversely affect this assessment.

BigRep SE works continuously on the further development and improvement of the management system for opportunities and risks. Established structures ensure that opportunities and risks of relevance to business operations are identified in good time.

Global markets slow down resulting in lower investments by our customers:

As a globally active Group, we sell our products in international markets. The ongoing discussions on customs duties and 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 international conflicts and the resulting restrictions on international trade could have a negative impact on our business. Impact of this risk would be medium, probability of occurrence high.

Market slowdowns in specific industries resulting in lower investments:

We sell our products in 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 though we have a broad customer base, a persistently deteriorated economic development in certain 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, our revenues may stagnate or decline, and our profitability may be adversely affected. Impact of this risk would be medium, probability of occurrence high.

Low-cost competitors may outperform through better pricing and lower costs:

The market for polymer-based 3D printing is subject to strong competitive pressure, including from Asia. If one of these 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.

Too slow technological progress as high investments are required in a challenging AM industry:

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 could have a negative impact on the Group's sales, revenue and earnings. Impact of this risk would be high, probability of occurrence very high.

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 operations may vary based on the impact of changes in the German, European, Asian and U.S. economies and the political environment on us and our customers. The business of BigRep is based on a broad customer base, however, some customers had to increase the prices they charge to consumers due to the worsening of the economic conditions in Germany, Europe and the United States. At the same time, 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, reduced public spending, initiatives to address climate change, increases in fuel prices, 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.

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 aforementioned 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 utilization of the machines especially attractive for industrial applications.

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 and development, BigRep can constantly further improve its own products' safety, and set standards within its own sector.

Opportunities related to intellectual property:

Opportunities related to intellectual property arise for BigRep as a result of its many years of experience with the FDM technology that the Group applies, which might create higher market entry barriers for competitors. Some of the technology's pioneers are employed at BigRep, and their expertise helps BigRep to retain this advantage, and also expand it to some extent.

Corporate opportunities:

Through the acquisition of HAGE3D, growth opportunities arise for BigRep in the sale of machines as well as in the after-sales business. Corresponding future acquisitions might allow for further growth.# BigRep SE (hereinafter referred to as “the Company”) is a Societas Europaea under Luxembourg law, which 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 if, during the performance of the audit, the external auditors identify any facts that indicate an inaccuracy in adhering to the recommendations in C.10, D.8 or D.9 of the GCGC in each case applied accordingly to a Societas Europaea with a two-tier governance system under Luxembourg law, and, in case of D.9, applied accordingly with respect to this statement.

During the past 2024 fiscal year, the Supervisory Board of the Group was reorganized and newly appointed as part of the Business Combination. The table below provides an overview of the composition and members of the Supervisory Board before and after this transaction. The Supervisory Board continuously performed the tasks that are incumbent upon it according to the laws and the Company's bylaws. It consulted with the Management Board on an ongoing basis regarding the operational management of the company and supervised its managerial activities. 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, 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 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 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. Solely for purposes of section 5.4.1. of the DAX Equity Index Methodology Guide of STOXX Ltd., the Company 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 Europaea with a two-tier governance system under Luxembourg law.

Corporate Governance and Responsibility Statement

The Group’s corporate governance is determined by the applicable Luxembourg law of 10 August 1915 on commercial companies (as amended), the Luxembourg law of 24 May 2011 on the exercise of certain shareholder rights in listed companies (as amended), the Group’s Articles of Association, as well as the Rules of Procedure of the Group’s Management Board and the Rules of Procedure of the Supervisory Board. The Group is not required to adhere to the Luxembourg corporate governance regime applicable to companies whose shares are traded in Luxembourg. The Group has opted not to apply the Luxembourg corporate governance regime in its entirety on a voluntary basis either. Nevertheless, the company aligns its corporate governance framework with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (“LuxSE”) wherever appropriate.

The Company established its two-tier governance system (Système Dualiste) that comprises of a Management Board (Directoire) responsible for the operating management of the Company and a Supervisory Board (Conseil de Surveillance) that oversees and monitors the activities of the Management Board.

5. Outlook

5.1 Outlook

This fiscal year will continue to be challenging for business development due to market uncertainties and the competitive situation. In addition to the continued implementation of agreed organizational measures to reduce costs, the base product cost will also be evaluated and measures for improvement will be implemented in 2026. At the time of publication, tariffs are being considered for the US market, which 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 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.

The rollout of the young product lines on a global level will open an opportunity for BigRep in new industries. Our core strategic approach and our business model offering large format printers as open AM solutions in combination with our high focus on customer satisfaction will help us to differentiate furthermore in the market. Nevertheless, 2025 will therefore be a year of both organizational and technical consolidation, but with targeted growth through the new product lines. We expect significant revenue growth for the 2025 fiscal year.

We anticipate, provided that the restructuring and recapitalization measures described in the corresponding ad-hoc announcement are implemented as planned and on schedule, generating negative EBITDA due to 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.

5.2 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, the core investor, 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 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 from Koehler Invest GmbH, restoring a previously repaid shareholder loan to its original balance.

Consequently, the Management Board regards the Group as well positioned for future market growth and development.

The capital increase is subject to a regulatory exemption from the Luxembourg financial supervisory authority (CSSF). Should the exemption not be granted, the committed shareholders have undertaken to provide the necessary liquidity through alternative means.

In November 2025, the Company decided to issue a private placement of up to EUR 10 million in Convertible 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-annual Conversion Periods commencing in 2026, or if the Issuer elects to redeem the notes. The Convertible 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. 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.

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.# 1. General

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 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.

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 entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio. 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 with effect as of 30 July 2024.

Against this background, the remuneration system has been amended to promote the Company’s business strategy and long-term interests in accordance with the changed purpose of the Company and activities of the Management Board. Furthermore, for the purpose of Article 7b of the Shareholders’ Rights Law and good corporate governance, 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.

BigRep SE, with its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés Luxembourg) under B 279346 (“BigRep”, or the “Company”), is a European Company (Societas Europaea). The shares of the Company are admitted to trading on the regulated market of the Frankfurt Stock Exchange.

Remuneration Report

This remuneration report (“Remuneration Report”) has been drawn up for the purposes of Article 7b of 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, containing the main features of the remuneration systems for the Management Board of the Company and the Supervisory Board of the Company for the financial year 2024. The Remuneration Report will be submitted to the advisory vote of the Company's shareholders in connection with the upcoming annual general meeting of the Company's shareholders (the "AGM").

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.

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 with 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 SupervisoryBoardthereforehadopportunitytoengagewithtopicsandtoprepareforresolutions. 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 after 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.

The Company additionally declares that it has appointed an Audit Committee that is to monitor the The following table shows the members of the Management Board and the Supervisory Board of the accounting process, the effectiveness of the internal control system, the risk management system, and the internal Company: 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 comprises two members selected by the Supervisory Board. These are Philipp Prechtl (chairman) and Florian 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 Werner Weynand 27 Jul 2023 30 Jul 2024 Officer (CAO) In addition, it oversees, without intervening in it, the audit of the standalone financial statements, the 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 itself with the auditors’ view on certain aspects of the audit. Chief Executive Officer 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)# 2. Compensation

As the ESOP 2017 Shares and Management Incentive Shares represented a redistribution of consideration by the selling shareholders, not a grant made by or on behalf of the Group, no share-based payment 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.

2.1 Management Incentive Shares

The number of management incentive shares is detailed in the table below. Moreover, the table reflects the new shares granted at the Business Combination date based on individual contracts. These shares were contingent to the De-Spac Transaction. For further information we refer to note 11 Equity.

	Dr. Festag MB member	Dr. Thate MB member
Management incentive shares received from BigRep GmbH shareholders in connection with the Business Combination	24,193	24,392
Further share transfer dates and numbers relate to	31.07.2024 / 13,500	31.07.2024 / 13,500
	31.10.2025 / 15,000	31.10.2025 / 15,000
	30.04.2026/ 15,000	30.04.2026/ 15,000
	31.08.2026/ 17,500	31.08.2026/ 17,500
	30.04.2027 / 17,500	30.04.2027 / 17,500
Number of shares called from the call options as of 31 Decemeber 2024	0	0

2.2 Fixed Non-Performance-Related Remuneration Components

The fixed components of the remuneration for the Management Board members are the fixed annual salary and fringe benefits. The fringe benefits are mainly related to the double residency in Berlin. The Management Board members receive a fixed annual salary in twelve monthly equal instalments, each to be paid at the end of a month with applicable deductions of taxes and social security.

2.3 Variable Performance-Related Remuneration Component

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 target. The personal targets are reset each year along the key initiatives for the group’s development.

2.4 Variable Long-Term Performance-Related Remuneration Component

The long-term variable component is based on the cash flow performance of BigRep SE after three years.

2.5 Share-Based Remuneration and Bonus

In connection with the Business Combination Agreement (“BCA”) with BigRep GmbH completed on 29 July 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-competition clause. During the term of this non-competition clause the Management Board members shall receive monthly non-competition compensation of the contractual fixed remuneration. The Company can waive the non-competition clause with six months’ notice.

2.6 Commitments in Connection with the Termination of Employment

Pursuant to the Business Combination Agreement (“BCA”) 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 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.

3. Compliance with the Remuneration System and Determination of Target Achievement

3.1 Promoting the Sustainable Development of BigRep

The remuneration system promotes BigRep Group’s business strategy and long-term interests and thus contributes to BigRep Group’s long-term development. Strengthening the profitable growth is the basis 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.

3.2 Achievement of Objectives

No variable component for annual bonuses for the previous year 2023 were paid in 2024.

4. Allocation in Financial Year 2024

4.1 Remuneration Granted and Owed to Management Board Members After 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. 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 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 MB member since 15 October 2020	Mr. Janics-Jakomini MB member since 1 November 2024	2024 Total until Business Combination	2023 until Business Combination	2024 after Business Combination
Base Salary	147,583	63,000	84,583	168,000	33,833
Fringe Benefits	17,866	9,371	8,495	16,025	250
Total Fixed	165,449	72,371	93,078	184,025	34,083
Variable Compensation	0	0	0	24,070	0
Total Variable	0	0	0	24,070	0
Other Bonus from previous programs	347,900	0	347,900	0	0
Total Other	347,900	0	347,900	0	0
Total Remuneration	513,349	72,371	440,978	208,095	34,083

4.2 Comparative Presentation of the Annual Change in Compensation with Earnings Development and Employee Salary Development

Since BigRep group only exists since 2024, the development of the remuneration is only reported starting 2024.

	2024 Total until Business Combination	2023 until Business Combination	2024 after Business Combination	Percentage change 2024 compared to 2023	Annual Change Explanation
Management Board Compensation
Dr. Festag	147,583	63,000	84,583	-20%	The other bonus from previous programs is a one-off effect
Base Salary
Fringe Benefits	15,575	7,325	8,250
Total Fixed	163,158	70,325	92,833
Variable Compensation	0	0	0
Total Variable	0	0	0
Other Bonus from previous programs	350,100	0	350,100		Pertaining to previous periods
Total Other	350,100	0	350,100
Total Renumeration	513,258	70,325	442,933
Business Development of BigRep
Revenue Development				-43%	Adverse Market Conditions (see Management Report)
Adj. EBITDA Development				N/A (negative)
Employee Salary Development
Average salary development of employees				7%	Slightly above average salary increases in Germany
Salary development of all BigRep Group employees

Dr. Thate
MB member from 1 September 2020 to 31 October 2024

	2024 Total	2024 until Business Combination	2024 after Business Combination	2023
Base Salary	147,583	63,000	84,583	168,000
Fringe Benefits	15,575	7,325	8,250	13,025
Total Fixed	163,158	70,325	92,833	181,025
Variable Compensation	0	0	0	24,070
Total Variable	0	0	0	24,070
Other Bonus from previous programs	350,100	0	350,100	0
Total Other	350,100	0	350,100	0
Total Remuneration	513,258	70,325	442,933	205,095

Mr. Janics Jakomini Appointment as MB member started on 1 November 2024, thus no comparison to 2023.

4.3 Remuneration Granted and Owed to Previous Management Board Members

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.

	1 January - 29 July 2024 in EUR
Dr. Stefan Petrikovics	175,000
René Geppert	98,000
George Aase	70,000
Werner Weynand	37,335

Dr. Thate was appointed as Management Board member at the Business Combination and resigned from the Management Board of BigRep effective 31 October 2024. Nevertheless, BigRep Group is contractually obliged for payment until 30 April 2025. Thus, the figures include the entire year 2024.

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.

5. Remuneration of the Supervisory Board in Financial Year 2024

5.1 Remuneration to Supervisory Board Members After 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 after 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 year	Fixed compensation	Attendance fees in EUR	Total
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

The previous members of the Supervisory Board in charge from 1 January 2024 to the Business Combination on 29 July 2024 received the following compensation for that period.

	1 January - 29 July 2024 in EUR
Ewald Weizenbauer	14,583
Rhett Oudkerk	14,583
Benoit de Belder	28,292
Dr.

Report on the Audit of the Consolidated Financial Statements

Qualiﬁed Opinion

We have audited the consolidated ﬁnancial statements of BigRep S.E. (the “Company”) and its subsidiaries (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 of changes in equity and consolidated statement of cash ﬂows for the year then ended, and notes to the consolidated ﬁnancial statements, including material accounting policy information and other explanatory information.

In our opinion, except for the eﬀects of the matter described in the Basis for Qualiﬁed Opinion section of our report, the accompanying consolidated ﬁnancial statements give a true and fair view of the consolidated ﬁnancial position of the Group as at 31 December 2024, and of its consolidated ﬁnancial performance and 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 Union (“IFRS”).

Basis for Qualiﬁed Opinion

As presented in the consolidated statement of changes in equity for the year ended 31 December 2024, the Group identiﬁed errors relating to the translation of transactions and balances in periods ended on or before 31 December 2023. The correction of these errors was recorded in the current year. However, the Group was 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.

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 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 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 International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated ﬁnancial statements, and have fulﬁlled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is suﬀicient and appropriate to provide a basis for our qualiﬁed opinion.

Material Uncertainty Related to the Going Concern

We draw attention to Note 2.2 to the consolidated ﬁnancial statements, which describes management’s 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 of approval of the consolidated ﬁnancial statements and on the successful and timely implementation of the restructuring and ﬁnancing measures described therein.

Management’s assessment is based on forecasts that include planned operational improvements, cost reduction measures and expected revenue growth. These forecasts involve signiﬁcant judgement and are subject to estimation uncertainty and sensitivity to external factors, including macroeconomic conditions, inﬂation, supply-chain disruptions and tariﬀs. The implementation of the restructuring and ﬁnancing measures is also subject to execution and regulatory risks.

These events or conditions, along with other matters as set forth in Note 2.2 in the consolidated ﬁnancial statements, indicate that a material uncertainty exists that may cast signiﬁcant doubt on the Group’s ability to continue as a going concern.

Our opinion is not modiﬁed in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our audit of the consolidated ﬁnancial statements of the current period. These matters were addressed in the context of the audit of the consolidated ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter: Accounting for the acquisition of Hage 3D

Description of key audit matter: In July 2024, the Group acquired Hage3D GmbH. This resulted in the recognition of goodwill of EUR 10.6 million and separately identiﬁable intangible assets relating to acquired technology and customer relationships. Accounting for business combinations under IFRS 3 “Business Combinations” requires signiﬁcant judgement in:

Identifying acquired assets and liabilities,
Determining their fair values at the acquisition date, and
Estimating useful lives of the identiﬁed intangible assets.

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 accounting for the acquisition of Hage3D GmbH, which was considered to be a key audit matter, included:

We inspected the share purchase agreement and supporting documentation to evaluate the acquisition date and nature of consideration transferred;
We evaluated management’s purchase price allocation, including recognition and fair value measurement of the acquired assets and liabilities in accordance with IFRS 3;
We evaluated the valuation methodologies applied to technology and customer relationships, and testing of key assumptions such as revenue growth, royalty rates, attrition, contributory charges and discount rates;
We involved valuations specialist to benchmark discount rates against observable market data and veriﬁed the mathematical accuracy of the calculations;
We recalculated the purchase price allocation schedules and tested of their posting in the consolidated ﬁnancial statements;
We evaluated of the completeness and appropriateness of the disclosures as included in Note 3.1.1 and Note 10.1 to the consolidated ﬁnancial statements.

Key audit matter: Valuation of goodwill, intangible and tangible assets

Description of key audit matter: As of 31 December 2024, the Group has goodwill of EUR 10.6 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 amount using based on the value-in-use.

The estimate of the value in use involves signiﬁcant judgement over the estimate of the forecasted cash ﬂows, discount rate and terminal growth. Small changes in these assumptions could materially aﬀect the outcome; therefore, 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:

We obtained an understanding of management’s process and related controls related to the identiﬁcation of the cash generating units and the estimate of the value in use;
We evaluated the identiﬁcation of the CGU and consistency with the Group’s monitoring of operations and internal reporting;
We tested the mathematical accuracy of the value in use calculation;
We evaluated key assumptions (revenue growth, gross margin, working capital and capital expenditure) by reference to historical performance, business plan and external market data;
We involved valuation specialists to support the evaluation of the discount rate and the terminal growth rate, including considering external market data;
We performed independent sensitivity analyses (e.g., adverse movements in WACC, terminal growth and EBITDA margins) to evaluate the impact of reasonably possible changes; and
We evaluated the completeness and appropriateness of the disclosures as included in Note 3.1, Note 3.5 and Note 10.1 to the consolidated ﬁnancial statements.

Other information

The Management Board is responsible for the other information. The other information comprises the information stated in the consolidated management report and the Corporate Governance Statement but does not include the consolidated ﬁnancial statements and our report of the “réviseur d’entreprises agréé” thereon.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated ﬁnancial statements, whether# Report of the “réviseur d’entreprises agréé”

To the shareholders of the Company,

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of the Group, which comprise the consolidated statements of financial position as of 31 December 2024 and 2023, and the consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2024 and 2023, and of its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with Regulation (EU) No 537/2014, the Law of 23 July 2016 on the audit profession and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier (CSSF). Our responsibilities under those standards are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements” section of our report.

We are independent of the Group in accordance with the ethical requirements, including the independence requirements in Article 17 of Regulation (EU) No 537/2014, as applied in Luxembourg for the audit of the consolidated financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Risk of Material Misstatement due to Fraud

The audit of consolidated financial statements, performed in accordance with the ISAs as adopted for Luxembourg, includes the responsibility to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Management Board and Those Charged with Governance for the Consolidated Financial Statements

The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the ISAs as adopted for Luxembourg, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board.
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 or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on Other Legal and Regulatory Requirements

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 provided and that we remained independent of the Group in conducting the audit.

Luxembourg, 23 December 2025

For

Forvis Mazars, Cabinet de révision agréé

5, rue Guillaume J. Kroll
L-1882 LUXEMBOURG

Oana Bentel
Réviseur d’entreprises agréé

Annual Report 2024: Consolidated Financial Statements for the Financial Years Ending December 31, 2024

Page
70 Consolidated Statements of Total Comprehensive Income
71 Consolidated Statements of Financial Position
73 Consolidated Statements of Changes in Equity
74 Consolidated Statements of Cash Flows
75 Notes to the Consolidated Statements

Consolidated Statement of Profit or Loss and Other Comprehensive Income

As of and for the financial years ended 31 December 2024 and 2023

in EUR thousand

Note	2024	2023
Revenue from contracts with customers	7	6,247
Other income	8.1	2,960
Own work capitalized	10.1	2,156
Cost of materials	8.2	(3,641)
Personnel expenses	8.3	(11,717)
Other expenses	8.4	(57,894)
Earnings before interest taxation depreciation and amortization (EBITDA)*		(61,889)
Depreciation expenses	10.2, 10.3	(997)
Amortization expenses	10.1	(1,997)
Operating result (EBIT)*		(64,883)
Finance income	8.5	46
Fair Value Loss on Class A Warrants	8.5	3,780
Finance costs	8.5	(608)
Financial result, net		3,218
Profit / Loss before tax (EBT)*		(61,665)
Income tax	8.6	(61)
Profit / Loss for the year		(61,726)

* key indicators not defined in IFRS

Items that will be reclassified subsequently to profit or loss:

	2024	2023
	11	(155)
	74

Consolidated Statements of Financial Position

As of 31 December 2024 and 2023

in EUR thousand

Note	2024	2023
Assets
Non-current assets
Intangible assets	10.1	20,254
Property, plant, and equipment	10.2	1,450
Right-of-use assets	10.3	1,294
Non-current financial assets	9.2	277
Deferred tax assets	10.5	1
Total non-current assets		23,276
Current assets
Inventories	10.4	6,572
Advance payment on inventories	3	19
Trade receivables	9.1	1,065
Current financial assets	9.2	1,393
Other current assets	10.8	666
Cash and cash equivalents	9.3	3,941
Total current assets		13,640
Total assets		36,916
## For the financial years ending 31 December 2024 and 2023

in EUR thousand	Note	December 2024	December 2023
Equity and liabilities
Equity
Share capital	11	794	666
Share premium	11	157,706	60,383
Other reserves	11	(390)	(618)
Treasury shares	11	(21,953)	-
Reserve for share-based payments	11	1,727	-
Accumulated Losses	11	(56,062)	(49,770)
Proﬁt/Loss for the period	11	(61,726)	(7,529)
Other comprehensive income for the year		(155)	74
Total equity		20,096	3,132
Non-current liabilities
Non-current ﬁnancial liabilities	9.4	1,461	3,328
Warrants liabilities	9.6	311	-
Non-current lease liabilities	10.3	852	16
Other non-current liabilities	10.9	11	10
Deferred tax liabilities	10.5	1,336	-
Total non-current liabilities		3,971	3,354
Current liabilities
Current ﬁnancial liabilities	9.4	8,933	1,691
Current lease liabilities	10.3	434	340
Short-term employee beneﬁts	10.6	803	1,357
Current provisions	10.7	157	197
Contract liabilities	7.2	338	306
Trade payables	9.5	1,405	1,830
Other current liabilities	10.9	778	147
Income tax liabilities	1	2	1
Total current liabilities		12,849	5,868
Total liabilities		16,820	9,222
Total equity and liabilities		36,916	12,354

Balance as of 1 January 2023		583	53,665
Equity and liabilities
Equity
Share capital	11	666	583
Share premium	11	60,383	53,665
Other reserves	11	(618)	(692)
Accumulated Losses	11	(49,770)	(3,786)
Proﬁt / loss for the year	11	(7,529)	-
Other comprehensive income for the year		74	-
Total equity		3,132	4,770
Non-current liabilities
Non-current ﬁnancial liabilities	9.4	3,328	-
Non-current lease liabilities	10.3	16	-
Total non-current liabilities		3,344	-
Current liabilities
Current ﬁnancial liabilities	9.4	1,691	-
Current lease liabilities	10.3	340	-
Short-term employee beneﬁts	10.6	1,357	-
Current provisions	10.7	197	-
Contract liabilities	7.2	306	-
Trade payables	9.5	1,830	-
Other current liabilities	10.9	147	-
Income tax liabilities	1	1	-
Total current liabilities		5,868	-
Total liabilities		9,212	-
Total equity and liabilities		12,382	4,770

	Note	2024	2023
Consolidated Statements of Cash Flows
For the financial years ending 31 December 2024 and 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 other assets that are not attributable to investing or financing activities	9.1, 10.4, 10.9	23,134	(2,582)
Adjustments for increase/decrease in trade payables and other liabilities that are not attributable to investing or financing activities	9.5, 10.10	(3,061)	1,640
-/+ 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), and digital infrastructure/blockchain-based technologies, through a merger, capital stock exchange, 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 government and education.

On 28 May 2024, the company entered into an Amendment Agreement relating 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 Technology Acceleration SE to BigRep 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. The transaction was closed on 26 July 2024, when BigRep GmbH obtained control of HAGE3D in accordance with IFRS 3.8 in connection with IFRS 10.

After 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
(until July 2024)
SMG Technology Advisors Verwaltungs-GmbH
HRB 267707 Berlin, Germany

100 %
BigRep GmbH
HRB 155360B Berlin, Germany

Limited General Partner
Partner
SMG Technology Advisors GmbH & Co. KG
HRA 63444 Berlin, Germany

100 %
HAGE3D GmbH
BSL BigRep Service GmbH
HRB 267783B Leoben, Austria
100 %
BigRep America Inc.
FN 505547b Wilmington, MA, USA

100 %
BigRep Private Ltd.
Singapore

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, software 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.

Exchange differences from the translation of foreign operations		(155)	74
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	7,719,229
Average number of shares outstanding (diluted)	16	7,719,229	7,719,229
Basic earnings per share	16	(8.0)	(8.0)
Diluted earnings per share	16	(8.0)	(8.0)

in EUR thousand
Consolidated Statements of Changes in Equity	31	31	31
Note	December	December
	2024	2023
Equity and liabilities
Equity
Share capital	11	794	666
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
Proﬁt / loss for the year	-	-	-
Accumulated Losses	11	(56,062)	(49,770)
Other comprehensive income for the	Proﬁt/Loss for the period	11	(61,726)
1 year	74	-	74
Total equity		20,096	3,132
Total comprehensive income	-	-	-
Capital increase	83	6,737	-
Non-current liabilities
Cost of equity transaction	-	(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
Non-current lease liabilities	10.3	852	16
Balance as of 1 January 2024	11	666	60,383
Other non-current liabilities	10.	11	10
Allocation for prior year results	-	-	-
Deferred tax liabilities	10.5	1,336	-
Proﬁt / loss for the year	-	-	-
Total non-current liabilities		3,971	3,354
Other comprehensive income for the	-	-	-
1 year
Total comprehensive income		-	-
Current liabilities
Current ﬁnancial liabilities	9.4	8,933	1,691
IFRS 2 Adjustment (Listing Fee)	-	50,113	-
Current lease liabilities	10.3	434	340
Issuance of share capital / Capital	106	-	-
Short-term employee beneﬁts	10.6	803	1,357
Current provisions	10.7	157	197
Contract liabilities	7.2	338	306
Trade payables	9.5	1,405	1,830
Other current liabilities	10.9	778	147
Income tax liabilities	1	-	2
Total current liabilities		12,849	5,868
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)
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

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”).

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.

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.

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
(until July 2024)
SMG Technology Advisors Verwaltungs-GmbH
HRB 267707 Berlin, Germany

100 %
BigRep GmbH
HRB 155360B Berlin, Germany

Limited General Partner
Partner
SMG Technology Advisors GmbH & Co. KG
HRA 63444 Berlin, Germany

100 %
HAGE3D GmbH
BSL BigRep Service GmbH
HRB 267783B Leoben, Austria
100 %
BigRep America Inc.
FN 505547b Wilmington, MA, USA

100 %
BigRep Private Ltd.
Singapore

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.# Basis of Preparation

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.

The consolidated financial statements have been prepared and published in Euro. Unless stated otherwise, 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.

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.

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 after 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 after 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 after the reporting period by or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Significant Accounting Policies

Consolidation

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 after 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.

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(the legal acquirer) is identified as the acquiree for accounting purposes(the accounting acquirer). 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:
• The assets and liabilities of the accounting acquirer recognized and measured at their pre-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 Share capital – The share capital account of the accounting acquirer is adjusted to reflect the capital 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.

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.# 3. SIGNIFICANT ACCOUNTING POLICIES

3.1.1 Basis of Consolidation

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.

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. If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), 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 cash flows 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 different 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 closing rate on the respective balance sheet date,
income and expenses for each statement of profit or loss and statement of comprehensive 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 use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

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.

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:
- quoted prices for similar assets or liabilities in active markets,
- quoted prices for identical or similar assets or liabilities in markets that are not active,
- 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
- 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. The Group is characterized by its holistic solutions for any industry requirement. It produces a broad 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 after 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 of the performance obligation is measured using the output method. The output-based method recognizes 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.# 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 software 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 software 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). After 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.

3.6 Property, Plant, and Equipment

Buildings, technical equipment and machinery as well as other equipment, operating and office equipment 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 intangible assets to determine whether there is any indication that those assets have suffered an impairment 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.

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.## 3.8 Leases

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: operating the asset, or 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. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement 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 to not 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 after 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.

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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 after 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.

Deferred Tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation 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. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from 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

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 costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (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).# NOTE ON FINANCIAL INSTRUMENTS

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 assets at amortized cost are subsequently measured using the effective interest (EIR) method and 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.

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 unlikely to receive the outstanding contractual amounts in full before considering any credit enhancements 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. After 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.

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). When there are multiple embedded derivatives in a convertible note, they are treated as a single compound 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.# 3. Significant Accounting Policies (Continued)

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.

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 after deducting scheduled depreciation of intangible assets (e.g., software development) and tangible assets (e.g., machinery, production facilities). It provides insight into BigRep’s operating result after accounting for investments 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.

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 after 1 January 2024.

Mandatory for fiscal years beginning on or after	New standards or amendments
1 January 2024	Amendments to IAS 1 Presentation of Financial Statements: • Classification of Liabilities as Current or Non-current • Classification of Liabilities as Current or Non-current - Deferral of Effective Date Non-current Liabilities with Covenants
	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 IFRS 9 and IFRS 7	Amendments to Classification and Measurement of Financial Instruments	1 Jan 2026
Amendments to IFRS 9 and IFRS 7	Amendments to Contracts on Renewable Electricity	1 Jan 2026
Annual Improvements to IFRSs – Cycle 11	Annual Improvements to IFRSs – Cycle 11	1 Jan 2026

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.# 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. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting 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 software applications and product development). Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a software development project has reached a defined milestone according to an 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.

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. HAGE3D GmbH has no external sales and only manufactures and develops for BigRep. 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.

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.# 6 Segment Information

The allocation of revenues to geographical areas is based on the country of domicile of the respective entities within the Group. External revenues of BigRep are attributable to the following countries:

	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)

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. BigRep expects to recognize the contract liabilities of EUR 338 thousand as of 31 December 2024 as revenue 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
Software 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.

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 and loss	(61)	(25)

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.

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 amortized 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

Derivative financial assets

Financial liabilities at amortized 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.

9.1 Trade Receivables

	in EUR thousand
	31 December 2024	31 December 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

	in EUR thousand
	31 December 2024	31 December 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

	in EUR thousand
	31 December 2024	31 December 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

	in EUR thousand
	December 2024	December 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 shareholders	Liabilities to 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

	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-up fixed rate of 0.75% p.a. from 1 January 2025 onwards, linked to the 12-month EURIBOR. 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	-

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. After 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, after 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.

10 Non-Financial Assets and Liabilities

10.1 Intangible Assets

Reconciliation of Carrying Amount

in EUR thousand	Concessions, licenses, and similar rights	Internally generated intangible assets	Goodwill	Total
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

in EUR thousand	Concessions, licenses, and similar rights	Internally generated intangible assets	Goodwill
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

in EUR thousand	Concessions, licenses, and similar rights	Internally generated intangible assets	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). Activation is carried out at the respective time within the fiscal year in which the corresponding development costs are incurred. Scheduled depreciation begins precisely on a monthly basis with the completion of the asset in an operational state, i.e., after 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 software 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. Consequently, the fair value of the total consideration transferred in accordance with IFRS 3 amounts to EUR 13,542 thousand.

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	After PPA
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 liabilities	(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)
Deferred 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 after the five-year period are extrapolated on the assumption of a growth rate, which is derived from the assumed average market or industry growth rate of the CGUs/group of CGUs. Based on this extrapolation a terminal value is determined. 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 after 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.

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 thereafter 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, buildings	Technical operating machinery	Land and equipment	Office equipment	Total
in EUR thousand
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.

Other equipment, buildings	Technical operating machinery	Land and equipment	Office equipment	Total
in EUR thousand
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 exchange rates	-	(7)	(1)	(8)
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)
Effect of movements in exchange rates	-	13	2	15
As of 31 December 2024	136	1,901	771	2,807

Other equipment, buildings	Technical operating machinery	Land and equipment	Office equipment	Total
in EUR thousand
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

	31 December 2024	31 December 2023
Right-of-use assets
in EUR thousand
Real estate	1,258	286
Vehicles and equipment	35	25
Total	1,293	311

Additions and disposals to right-of-use assets	2024	2023
in EUR thousand
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 December 2024	31 December 2023
in EUR thousand
Current	434	340
Non-current	852	16
Total	1,293	311

10.3.2 Amounts Recognized in the Statement of Profit or Loss

The consolidated statement of total comprehensive income includes the following amounts relating to leases:

Depreciation charge of right-of-use assets	2024	2023
in EUR thousand
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	2024	2023
in EUR thousand
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 December 2024	31 December 2023
in EUR thousand
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					As of 31 December 2023
in EUR thousand	Net balance at 1 January	Deferred tax assets	Deferred tax liabilities	Recognized in proﬁt or loss	Recognized directly in equity	Net balance at 1 January	Deferred tax assets	Deferred tax liabilities	Recognized in proﬁt or loss	Recognized directly in equity
Intangible assets	(1,051)	(111)	(1,338)	(2,499)	-	(869)	(182)	(1,051)	-	(1,051)
Property, plant and equipment	-	-	-	-	-	-	-	-	-	-
Right-of-use assets	(85)	(344)	(429)	-	(429)	(209)	124	(85)	-	(85)
Inventories	-	-	-	-	-	-	-	-	-	-
Trade receivables	-	-	-	-	-	-	-	-	-	-
Tax losses carried forward	1,043	113	1,156	1,156	-	617	418	8	1,043	1,043
Trade payables	-	-	-	-	-	-	-	-	-	-
Lease liabilities	96	339	-	435	435	231	(135)	96	96	-
Stock appreciation rights	-	-	-	-	-	236	(236)	-	-	-
Provisions	-	-	-	-	-	-	-	-	-	-
Other financial liabilities	-	-	-	-	-	(1)	1	-	-	-
Other liabilities	-	-	-	-	-	-	-	-	-	-
Tax assets (liabilities) before set off	3	(3)	(1,338)	(1,337)	1,591	5	(10)	8	3	1,139
Set-off of tax	(1,590)	1,590				(1,136)	1,136
Net deferred taxes	1	1,336	133	132		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, thereafter 60%; Austria: offset limited to 75% of taxable income per year). In the United States, tax losses incurred before 2018 expire after 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.# 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. These qualify as deﬁned contribution plans, where the Group pays ﬁxed contributions into external pension 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.

On 20 December 2023, two executives were granted subscription rights to 78,500 Class A shares at a nominal 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 in EUR thousand

	As of 1 January 2023	Arising during the year	Utilized	As of 31 December 2023	Current	Non-current
Provision for warranties	141	185	(141)	185	185	-
Other provisions	12	12	(12)	12	12	-
Total	153	197	(153)	197	197	-

	As of 1 January 2024	Arising during the year	Utilized	As of 31 December 2024	Current	Non-current
Provision for warranties	185	112	(185)	112	112	-
Other provisions	12	45	(12)	45	45	-
Total	197	157	(197)	157	157	-

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 in EUR thousand

	31 December 2024	31 December 2023
Other tax assets	345	180
Other assets	321	150
Total	666	331
Current	666	331
Non-current	-	-

10.9 Other Liabilities in EUR thousand

	31 December 2024	31 December 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 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:
* 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.# 10-K Filing

Other equity items (share premium, retained earnings, reserves)

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/ Loss for the period	Share premium	Accumulated equity deﬁcit	Treasury shares	Other Reserves
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 BigRep GmbH during the year	-	23,436	-	-
Reclass of P&L of BigRep SE (pre-BC) to retained earnings	-	-	(65)	65
Total	22	50,179	(341)	-

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.# 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:

Trade receivables
Other financial assets
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.

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:

Trade receivables (gross) in EUR thousand	Weighted-average loss rate	Loss allowance
Current (not past due)	2%	(6)
1-30 days past due	3%	(6)
31-60 days past due	1%	(3)
61-90 days past due	1%	(1)
More than 90 days past due	68%	(512)
Total		(528)

As of 31 December 2023:

Trade receivables (gross) in EUR thousand	Weighted-average loss rate	Loss allowance
Current (not past due)	1%	(11)
1-30 days past due	6%	(46)
31-90 days past due	2%	(6)
61-90 days past due	2%	(2)
More than 90 days past due	2%	(8)
Total		(73)

	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.

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 amount 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 amount 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

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

	Category IFRS 9*	Carrying amount in EUR thousand	Amortized cost (AC)	Fair value	Fair value through profit or loss (FVPL)
Assets
Cash and bank balances	FAAC	3,941	3,941	-	-
Trade receivables	FAAC	1,065	1,065	-	-
Other current financial assets	FAAC	1,393	1,393	1,393	2
Other non-current financial assets	FAAC	277	277	277	2
Liabilities
Trade payables	FLAC	1,405	1,405	-	n/a
Financial liabilities - current
Bank loans	FLAC	-	-	-	-
Lease liabilities	n/a	434	434	-	-
Shareholder loans	FLAC	8,523	8,523	8,523	2
Class A warrants at fair value	FVTPL	11,000	--	3,780	311
Other current financial liabilities	FLAC	411	411	411	2
Derivative financial liabilities	FVTPL	-	-	-	2
Financial liabilities - non- current
Bank loans	FLAC	1,461	1,461	1,387	2
Shareholder loans	FLAC	-	-	-	-
Lease liabilities	n/a	852	852	-	-
Other non-current financial liabilities	FLAC	-	-	-	-

* FAAC = Financial assets at amortized costs; FLAC = Financial liabilities at amortized cost, FVTPL = Fair value through profit or loss

As of 31 December 2023

	Category IFRS 9*	Carrying amount in EUR thousand	Amortized cost (AC)	Fair value	Fair value through profit or loss (FVPL)
Assets
Cash and bank balances	FAAC	649	649	-	-
Trade receivables	FAAC	2,415	2,415	-	-
Other current financial assets	FAAC	5	5	5	2
Other non-current financial assets	FAAC	151	151	151	2
Liabilities
Trade payables	FLAC	1,830	1,830	-	n/a
Financial liabilities - current
Bank loans	FLAC	-	-	-	-
Lease liabilities	n/a	340	340	-	-
Shareholder loans	FLAC	1,522	1,522	1,522	2
Class A warrants at fair value	FVTPL	-	-	-	-
Other current financial liabilities	FLAC	169	169	169	2
Derivative financial liabilities	FVTPL	-	-	-	2
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	-	-
Other non-current financial liabilities	FLAC	-	-	-	-

* 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# Notes to the Consolidated Financial Statements

12 Financial Instruments

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).

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. The financial liabilities’ fair value is calculated using a discounted cash flow model based on a discount rate 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:

in EUR thousand	Non-cash effective	January 2024	December 2024
Liabilities to banks	-	800	661
Liabilities to shareholders	-	4,050	4,473
Lease liabilities	-	356	930
Total liabilities arising from financing activities	-	5,206	1,461

The table above appears to be incomplete. The column headers for 'January 2024' and 'December 2024' for 'Liabilities to banks' and 'Liabilities to shareholders' are missing values. The provided text shows a 'Total liabilities arising from financing activities' of 11,270 for December 2024. Below is the table as presented in the source text, acknowledging the potential missing data for the Liabilities to banks and Liabilities to shareholders columns in the initial part of the table.

in EUR thousand	Non-cash effective	January 2024	December 2024
Liabilities to banks	-	800	661
Liabilities to shareholders	-	4,050	4,473
Lease liabilities	-	356	930
Total liabilities arising from financing activities	-	5,206	11,270

in EUR thousand	Non-cash effective	January 2023	December 2023
Liabilities to banks	-	800	800
Liabilities to shareholders	-	1,816	4,050
Lease liabilities	-	845	356
Total liabilities arising from financing activities	-	3,461	5,206

14 Group Structure

List of legal entities fully included in the scope of consolidation:

Name	Country of incorporation	Headquarter	2024
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 und 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.

The loss attributable to the shareholders of BigRep SE (basic and diluted) amounts to EUR 61,726 thousand. The weighted average number of shares in circulation amounts to 7,719,229 (basic) and 7,719,229 (diluted).

Profit (loss) attributable to ordinary shareholders (basic and diluted)	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 July 2024

	Number of shares
Issued shares after 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 after 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

Name	Place of incorporation	Ownership stakes 31 December 2024	Ownership stakes 31 December 2023
De Krassny GmbH	Wien	28.6%	0.0%
Koehler Invest GmbH	Oberkirch	20.5%	36.2%
BASF Venture Capital GmbH	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.

The Supervisory Board by resolution of its delegate, dated 26 July 2024, appointed Dr. Sven Thate (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.

Thereafter, 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:

Compensation of key management personnel	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 management personnel	2,664	825

Compensation of BigRep’s key management personnel includes salaries, bonus payments and Supervisory 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

	2024	2023
Purchase of goods from other related parties	(1,387)	(130)
Total	(1,387)	(130)

Goods provided

	2024	2023
Sale of goods to other related party	11	441
Total	11	441

Loans received and associated interest

	2024	2023
Transactions resulting from loans received from entities with signiﬁcant inﬂuence over the entity	(446)	(79)
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:

Current payables to:

	31 December 2024	31 December 2023
Key Management Personnel	-	(385)
Other related parties	(2)	(22)

Current receivables from:

	31 December 2024	31 December 2023
Other related parties	-	-
Total	(2)	(407)

Loans received from:

	31 December 2024	31 December 2023
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

	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 November 2025, the Company decided to issue a private placement of up to EUR 10 million in Convertible 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-annual Conversion Periods commencing in 2026, or if the Issuer elects to redeem the notes. The Convertible 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]

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AI assistant

BigRep SE — Annual Report (ESEF) 2024

BIGREP SE

Consolidated Statement of Financial Position

As of December 31, 2024 and 2023

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the years ended December 31, 2024 and 2023

Consolidated Statement of Changes in Equity

For the years ended December 31, 2024 and 2023

Consolidated Statement of Cash Flows

For the years ended December 31, 2024 and 2023

BigRep SE Annual Report 2024

Table of Contents

Annual Report 2024:

Letter to the Shareholders

Key Elements of the Financial Restructuring Plan

Annual Report 2024: Report of the Supervisory Board

Cooperation between Supervisory Board and Management Board

Composition of the Management Bodies

Meetings of the Supervisory Board and Key Areas of Corporate Governance and Efficiency Review

Committees of the Supervisory Board

Audit Committee and Audit of Annual and Consolidated Financial Statements 2024

2.1 Business Model

2.2 Group Structure

1. Highlights 2024

Changes in the Management Board and Supervisory Board

Outlook

Shares and Structure of Share Capital

Rights and Obligations attached to the Shares

Restrictions on Voting Rights

Special Control Rights

Share Transfer Restrictions

Contractual Transfer Restrictions

Contractual Transfer Restrictions

Authorizations Regarding Operations on Shares

Powers of the Management Board and the Supervisory Board

Amendments to the Articles

Appointment and Removal of the Supervisory Board Members

Signiﬁcant Shareholdings

Eﬀect of a Takeover Bid on Signiﬁcant Agreements

Agreements with Directors and Employees Providing Compensation

2.5 Research and Development

3. Economic Report

3.1 Macroeconomic and Sector-Speciﬁc Environment

3.3 Business Combination and Public Listing

3.4 Results of Operations, Financial Position, and Net Assets

3.4.1 Results of Operations

3.4.2 Financial Position

3.4.4 Overall Assessment of the Economic Situation

3.5 Employees

3.6 Own Shares

4. Opportunity and Risk Report

4.1 Risk and Opportunity Management System

4.2 Illustration of Risks

4.4 Overall Statement of the Risk Situation

Global markets slow down resulting in lower investments by our customers:

Market slowdowns in specific industries resulting in lower investments:

Low-cost competitors may outperform through better pricing and lower costs:

Too slow technological progress as high investments are required in a challenging AM industry:

Economic and geopolitical conditions in Germany, Europe, and the United States could adversely affect our business, results of operations, financial condition, and prospects:

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:

4.5 Illustration of Opportunities

Market and sector opportunities:

Customer and sales opportunities:

Opportunities related to intellectual property:

Corporate opportunities:

Corporate Governance and Responsibility Statement

5. Outlook

5.1 Outlook

5.2 Subsequent Events

Remuneration Report

2. The Remuneration System for the Management Board

2.1 Components of the Remuneration of the Management Board

2.1 Management Incentive Shares

2.2 Fixed Non-Performance-Related Remuneration Components

2.3 Variable Performance-Related Remuneration Component

2.4 Variable Long-Term Performance-Related Remuneration Component

2.5 Share-Based Remuneration and Bonus

2.6 Commitments in Connection with the Termination of Employment

3. Compliance with the Remuneration System and Determination of Target Achievement

BigRep SE Annual Report (ESEF) 2024