{"url_path":"/sec/shmdw/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","accession_number":"0001104659-26-062643","cik":"0001987240","ticker":"SHMD","issuer_name":"SCHMID Group N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","primary_entity_key":"0001987240","primary_entity_name":"SCHMID Group N.V."},"word_count":28830,"has_tables":true,"body_markdown":"**ITEM 19. EXHIBITS.**\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n1.1\n\n​\n\n[Articles of Association of SCHMID Group N.V. as of April 30, 2024. (incorporated by reference to Exhibit 1.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex1d1.htm)\n\n​\n\n​\n\n​\n\n2.1\n\n​\n\n[Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (incorporated by reference to Exhibit 2.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex2d1.htm)\n\n​\n\n​\n\n​\n\n2.2\n\n​\n\n[Warrant Agreement dated October 21, 2021 (incorporated by reference of Pegasus Digital Mobility Acquisition Corp.’s Current Report (File No. 001-40945) on Form 8-K filed with the SEC on October 26, 2021).](https://www.sec.gov/Archives/edgar/data/1861541/000110465921129954/tm2117318d20_ex10-1.htm)\n\n​\n\n​\n\n​\n\n2.3\n\n​\n\n[Warrant Assignment, Assumption and Amendment Agreement between Continental Stock Transfer & Trust Company, SCHMID Group N.V. and Pegasus Digital Mobility Acquisition Corp. (incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex2d3.htm)\n\n​\n\n​\n\n​\n\n4.1\n\n​\n\n[Business Combination Agreement, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V. (future SCHMID Group N.V.), and Pegasus MergerSub Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924033539/tm2227672-17_f4a.htm#tAABC)\n\n​\n\n​\n\n​\n\n4.2\n\n​\n\n[First Amendment to Business Combination Agreement, dated as of September 26, 2023 (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924033539/tm2227672-17_f4a.htm#tABFA)\n\n​\n\n​\n\n​\n\n4.3\n\n​\n\n[Second Amendment to Business Combination Agreement, dated as of January 29, 2024 (incorporated by reference to Exhibit 2.4 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924038383/tm2227672-20_f4a.htm#tACAP1)\n\n​\n\n​\n\n​\n\n4.4\n\n​\n\n[Earn-out Agreement by and among TopCo, Pegasus and Anette Schmid and Christian Schmid dated January 29, 2024 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924038383/tm2227672-20_f4a.htm#tANNXO1)\n\n​\n\n​\n\n​\n\n4.5\n\n​\n\n[Registration Rights Agreement by and among SCHMID Group N.V., Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of April 30, 2024. (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex4d5.htm)\n\n​\n\n​\n\n​\n\n4.6\n\n​\n\n[Private Warrants Transfer Agreement by and among Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of January 29, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924038383/tm2227672-20_f4a.htm#tANNXL1)\n\n​\n\n​\n\n​\n\n4.7\n\n​\n\n[Warranty Agreement dated April 29, 2024 by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V., Pegasus MergerSub Corp. and Validus/StratCap LLC. (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex4d7.htm)\n\n​\n\n​\n\n​\n\n4.8\n\n​\n\n[Shareholders’ Undertaking, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Anette Schmid, and Christian Schmid (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924033539/tm2227672-17_f4a.htm#tAFSU)\n\n​\n\n​\n\n​\n\n4.9\n\n​\n\n[First Amendment to the Shareholders’ Undertaking dated January 29, 2024 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924038383/tm2227672-20_f4a.htm#tAFSU1)\n\n​\n\n​\n\n​\n\n106\n\n[Table of Contents](#TOC)\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n4.10\n\n​\n\n[Private Warrants Undertaking Agreement dated as of January 29, 2024, by and among Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Gebr. Schmid GmbH, Anette Schmid, and Christian Schmid among others (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924038383/tm2227672-20_f4a.htm#tANNXM1)\n\n​\n\n​\n\n​\n\n4.11\n\n​\n\n[Company Lock Up Agreement, dated May 31, 2023, by and among Pegasus TopCo B.V., Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, and Christian and Anette Schmid (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465923128878/tm2227672-6_f4a.htm#tAGCL)\n\n​\n\n​\n\n​\n\n4.12\n\n​\n\n[Sponsor non-redemption and investment agreement dated April 26, 2024, by and among Pegasus Digital Mobility Sponsor LLC, Pegasus TopCo B.V. and Pegasus Digital Mobilitiy Acquisition Corp. (incorporated by reference to Exhibit 4.12 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex4d12.htm)\n\n​\n\n​\n\n​\n\n4.13\n\n​\n\n[Subscription Agreement between the Company and XJ Harbour dated November 12, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 6-K, furnished to the SEC on November 17, 2025).](https://www.sec.gov/Archives/edgar/data/1987240/000110465925112989/tm2531204d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.14\n\n​\n\n[Set-off Agreement between the Company and XJ Harbour dated November 12, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 6-K, furnished to the SEC on November 17, 2025).](https://www.sec.gov/Archives/edgar/data/1987240/000110465925112989/tm2531204d1_ex10-2.htm)\n\n​\n\n​\n\n​\n\n4.15\n\n​\n\n[Subscription Agreement between the Company and Schmid Avaco Korea dated November 3, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 6-K, furnished to the SEC on November 17, 2025).](https://www.sec.gov/Archives/edgar/data/1987240/000110465925112989/tm2531204d1_ex10-3.htm)\n\n​\n\n​\n\n​\n\n4.16\n\n​\n\n[Set-off Agreement between the Company and Schmid Avaco Korea dated November 3, 2025 (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 6-K, furnished to the SEC on November 17, 2025).](https://www.sec.gov/Archives/edgar/data/1987240/000110465925112989/tm2531204d1_ex10-4.htm)\n\n​\n\n​\n\n​\n\n4.17\n\n​\n\n[Term Loan Facility Agreement between the Company and Black Forest Special Situations I dated December 16, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 6-K, furnished to the SEC on December 17, 2025).](https://www.sec.gov/Archives/edgar/data/1987240/000110465925121844/tm2533679d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.18\n\n​\n\n[Options Agreement between the Company and Black Forest Special Situations I dated January 27, 2026 (incorporated by reference to Exhibit 4.28 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d28.htm)\n\n​\n\n​\n\n​\n\n4.19\n\n​\n\n[Investment Agreement related to Convertible Notes of the Company dated January 18, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 6-K, furnished to the SEC on January 21, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926005235/tm263506d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.20\n\n​\n\n[First Amendment to the Investment Agreement related to Convertible Notes of the Company dated January 20, 2026 (incorporated by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d19.htm)\n\n​\n\n​\n\n​\n\n4.21\n\n​\n\n[Indenture related to Convertible Notes of the Company dated January 21, 2026 (incorporated by reference to Exhibit 4.20 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d20.htm)\n\n​\n\n​\n\n​\n\n4.22\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to Linden dated January 21, 2026 (incorporated by reference to Exhibit 4.21 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d21.htm)\n\n​\n\n​\n\n​\n\n4.23\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to Crown dated January 21, 2026 (incorporated by reference to Exhibit 4.22 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d22.htm)\n\n​\n\n​\n\n​\n\n4.24\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to PCH dated January 21, 2026 (incorporated by reference to Exhibit 4.23 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d23.htm)\n\n​\n\n​\n\n​\n\n107\n\n[Table of Contents](#TOC)\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n4.25\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to Linden dated March 5, 2026](shmd-20251231xex4d25.htm)\n\n​\n\n​\n\n​\n\n4.26\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to Crown dated March 5, 2026](shmd-20251231xex4d26.htm)\n\n​\n\n​\n\n​\n\n4.27\n\n​\n\n[Ordinary Share Purchase Warrant issued by the Company to PCH dated March 5, 2026](shmd-20251231xex4d27.htm)\n\n​\n\n​\n\n​\n\n4.28\n\n​\n\n[Registration Rights Agreement related to Convertible Notes of the Company dated January 21, 2026 (incorporated by reference to Exhibit 4.24 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d24.htm)\n\n​\n\n​\n\n​\n\n4.29\n\n​\n\n[Subordination Agreement related to Convertible Notes of the Company dated January 21, 2026 (incorporated by reference to Exhibit 4.25 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d25.htm)\n\n​\n\n​\n\n​\n\n4.30\n\n​\n\n[144a Global Note of the Convertible Note issued by the Company dated January 21, 2026 (incorporated by reference to Exhibit 4.26 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d26.htm)\n\n​\n\n​\n\n​\n\n4.31\n\n​\n\n[144a Global Note of the Convertible Note issued by the Company dated March 5, 2026.](shmd-20251231xex4d31.htm)\n\n​\n\n​\n\n​\n\n4.32\n\n​\n\n[Reg S Global Note of the Convertible Note issued by the Company dated January 21, 2026 (incorporated by reference to Exhibit 4.27 to the Registrant’s Annual Report on Form 20-F, filed with the SEC on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926014740/shmd-20241231xex4d27.htm)\n\n​\n\n​\n\n​\n\n4.33\n\n​\n\n[Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Anette Schmid (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.34\n\n​\n\n[Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christian Schmid (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-2.htm)\n\n​\n\n​\n\n​\n\n4.35\n\n​\n\n[Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christine Schmid (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-3.htm)\n\n​\n\n​\n\n​\n\n4.36\n\n​\n\n[Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Schmid Grundstücke GmbH & Co KG (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-4.htm)\n\n​\n\n​\n\n​\n\n4.37\n\n​\n\n[Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Anette Schmid (incorporated by reference to Exhibit 10.5 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-5.htm)\n\n​\n\n​\n\n​\n\n4.38\n\n​\n\n[Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Christian Schmid (incorporated by reference to Exhibit 10.6 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-6.htm)\n\n​\n\n​\n\n​\n\n4.39\n\n​\n\n[Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Christine Schmid (incorporated by reference to Exhibit 10.7 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-7.htm)\n\n​\n\n​\n\n​\n\n4.40\n\n​\n\n[Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Schmid Grundstücke GmbH & Co KG (incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-8.htm)\n\n​\n\n​\n\n​\n\n4.41\n\n​\n\n[Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Anette Schmid (incorporated by reference to Exhibit 10.9 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-9.htm)\n\n​\n\n​\n\n​\n\n108\n\n[Table of Contents](#TOC)\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n4.42\n\n​\n\n[Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christian Schmid (incorporated by reference to Exhibit 10.10 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-10.htm)\n\n​\n\n​\n\n​\n\n4.43\n\n​\n\n[Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christine Schmid (incorporated by reference to Exhibit 10.11 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-11.htm)\n\n​\n\n​\n\n​\n\n4.44\n\n​\n\n[Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Schmid Grundstücke GmbH & Co KG (incorporated by reference to Exhibit 10.12 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-12.htm)\n\n​\n\n​\n\n​\n\n4.45\n\n​\n\n[Share Incentive Plan, as it will be in effect following the adoption by the shareholders meeting to be held on May 20, 2026 (incorporated by reference to Exhibit 10.13 to the Registrant’s Report on Form 6-K, furnished to the SEC on April 27, 2026).](https://www.sec.gov/Archives/edgar/data/1987240/000110465926048999/tm2612719d1_ex10-13.htm)\n\n​\n\n​\n\n​\n\n4.46\n\n​\n\n[Standby Equity Purchase Agreement between and among SCHMID Group N.V. and YA II PN, Ltd. dated May 12, 2026](shmd-20251231xex4d46.htm)\n\n​\n\n​\n\n​\n\n8.1\n\n​\n\n[List of Subsidiaries of SCHMID Group N.V.](shmd-20251231xex8d1.htm)\n\n​\n\n​\n\n​\n\n11.1\n\n​\n\n[Code of Conduct of SCHMID Group N.V. (incorporated by reference to Exhibit 11.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex11d1.htm)\n\n​\n\n​\n\n​\n\n11.2\n\n​\n\n[Insider Trading Policy of SCHMID Group N.V. (incorporated by reference to Exhibit 11.2 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex11d2.htm)\n\n​\n\n​\n\n​\n\n12.1\n\n​\n\n[Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).](shmd-20251231xex12d1.htm)\n\n​\n\n​\n\n​\n\n12.2\n\n​\n\n[Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).](shmd-20251231xex12d2.htm)\n\n​\n\n​\n\n​\n\n12.3\n\n​\n\n[Certification of Principal Officers pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](shmd-20251231xex12d3.htm)\n\n​\n\n​\n\n​\n\n97.1\n\n​\n\n[Clawback Policy of SCHMID Group N.V. (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 20-F filed with the SEC on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1987240/000110465924062029/shmd-20231231xex97d1.htm)\n\n​\n\n​\n\n​\n\n101\n\n​\n\nThe following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, formatted in eXtensible Business Reporting Language (XBRL):\n\n(i) Consolidated Balance Sheets as of December 31, 2022, 2023 and 2024;\n\n(ii) Consolidated Statements of Operations for the years ended December 31, 2022, 2023 and 2024;\n\n(iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2023 and 2024;\n\n(iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2022, 2023 and 2024;\n\n(v) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2023 and 2024; and\n\n(vi) Notes to Consolidated Financial Statements\n\n​\n\n​\n\n​\n\n104\n\n​\n\nCover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101)\n\n​\n\n​\n\n​\n\n109\n\n[Table of Contents](#TOC)\n\n**SIGNATURE**\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\nDated: May 15, 2026\n\n**SCHMID Group N.V.**\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Arthur Schuetz\n\n​\n\nName:\n\nArthur Schuetz\n\n​\n\nTitle:\n\nChief Financial Officer\n\n​\n\n​\n\n​\n\n​\n\n110\n\n[Table of Contents](#TOC)\n\n​\n\n**Consolidated Financial Statements**\n\n​\n\n**CONTENT**\n\n**  ​ ​ ​**\n\n**PAGE**\n\n[**Report of Independent Registered Public Accounting Firm**](#ReportofIndependentRegisteredPublicAccou)******(PCAOB I****D:****1021****)**\n\n​\n\nF-2\n\n[**Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss)**](#ConsolidatedStatementsofProfitorLos)\n\n​\n\nF-3\n\n[**Consolidated Statements of Financial Position**](#SCHMIDConsolidatedStatementsofFina)\n\n​\n\nF-4\n\n[**Consolidated Statements of Changes in Equity**](#ConsolidatedStatementsofChangesinEqUITY)\n\n​\n\nF-5\n\n[**Consolidated Statements of Cash Flows**](#ConsolidatedStatementsofCashFlows)\n\n​\n\nF-6\n\n[**1. BUSINESS DESCRIPTION**](#a1BUSINESSDESCRIPTION_360801)\n\n​\n\nF-7\n\n[**2. BASIS OF PRESENTATION**](#a2BASISOFPRESENTATION_368078)\n\n​\n\nF-7\n\n[**3. DE-SPAC**](#a3DESPAC_84484)\n\n​\n\nF-9\n\n[**4. MATERIAL ACCOUNTING POLICIES**](#a3MATERIALACCOUNTINGPOLICIES_947886)\n\n​\n\nF-10\n\n[**5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS**](#a4SIGNIFICANTACCOUNTINGJUDGMENTSESTIMATE)****\n\n​\n\nF-19\n\n[**6. SEGMENT AND GEOGRAPHIC INFORMATION**](#a6SEGMENTANDGEOGRAPHICINFORMATION_795417)\n\n​\n\nF-19\n\n[**7. REVENUE FROM CONTRACTS WITH CUSTOMERS AND COST OF SALES**](#a7REVENUEFROMCONTRACTSWITHCUSTOMERSANDCO)\n\n​\n\nF-21\n\n[**8. SELLING EXPENSES**](#a8SELLING_363373)\n\n​\n\nF-22\n\n[**9. GENERAL ADMINISTRATION EXPENSES**](#a9GENERALADMINISTRATION_706857)\n\n​\n\nF-23\n\n[**10. RESEARCH AND DEVELOPMENT EXPENSES**](#a10RESEARCHANDDEVELOPMENTEXPENSES_635160)\n\n​\n\nF-23\n\n[**11. OTHER INCOME**](#a11OTHERINCOME_743836)\n\n​\n\nF-23\n\n[**12. OTHER EXPENSES**](#a12OTHEREXPENSES_44701)\n\n​\n\nF-24\n\n[**13. SHARE LISTING EXPENSE**](#a13SHARELISTINGEXPENSE_220357)\n\n​\n\nF-25\n\n[**14. IMPAIRMENT REVERSAL OF FINANCIAL ASSETS**](#a13REVERSALOFIMPAIRMENTOFFINANCIALASSETS)\n\n​\n\nF-25\n\n[**15. FINANCIAL RESULT**](#a14FINANCIALRESULT_98168)\n\n​\n\nF-26\n\n[**16. PROFIT (LOSS) IN EQUITY METHOD INVESTMENTS**](#a15SHAREOFPROFITLOSSINJOINTVENTURES_8136)\n\n​\n\nF-26\n\n[**17. INCOME TAXES**](#a16INCOMETAXES_786977)\n\n​\n\nF-26\n\n[**18. EARNINGS PER SHARE**](#a17EARNINGSPERSHARE_413509)\n\n​\n\nF-29\n\n[**19. INTANGIBLE ASSETS**](#a18INTANGIBLEASSETS_476157)\n\n​\n\nF-30\n\n[**20. PROPERTY, PLANT AND EQUIPMENT**](#a19PROPERTYPLANTANDEQUIPMENT_862540)\n\n​\n\nF-31\n\n[**21. LEASES**](#a20LEASES_185384)\n\n​\n\nF-32\n\n[**22. FINANCIAL ASSETS**](#a21FINANCIALASSETS_434062)\n\n​\n\nF-33\n\n[**23. INVENTORIES**](#a22INVENTORIES_206444)\n\n​\n\nF-34\n\n[**24. TRADE RECEIVABLES AND OTHER RECEIVABLES**](#a23TRADERECEIVABLESANDOTHERRECEIVABLES_1)\n\n​\n\nF-34\n\n[**25. OTHER CURRENT ASSETS**](#a24OTHERCURRENTASSETS_991601)\n\n​\n\nF-34\n\n[**26. CASH & CASH EQUIVALENTS**](#a25CASHCASHEQUIVALENTS_766295)\n\n​\n\nF-34\n\n[**27. EQUITY**](#a26EQUITY_210891)\n\n​\n\nF-35\n\n[**28. NON-CONTROLLING INTEREST**](#a27NONCONTROLLINGINTEREST_233915)\n\n​\n\nF-35\n\n[**29. NON-CURRENT AND CURRENT FINANCIAL LIABILITIES**](#a29NONCURRENTANDCURRENTDEBT_805004)\n\n​\n\nF-35\n\n[**30. OTHER PROVISIONS**](#a29OTHERPROVISIONS_507452)\n\n​\n\nF-38\n\n[**31. POST-EMPLOYMENT BENEFITS**](#a30POSTEMPLOYMENTBENEFITS_931954)\n\n​\n\nF-38\n\n[**32. TRADE AND RELATED PARTY PAYABLES**](#TRADEANDOTHERPAYABLES_259258)\n\n​\n\nF-40\n\n[**33. OTHER CURRENT LIABILITIES**](#OTHERCURRENTLIABILITIES_117698)\n\n​\n\nF-40\n\n[**34. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT**](#FINANCIALINSTRUMENTSANDFINANCIALRISKMANA)\n\n​\n\nF-41\n\n[**35. EQUITY METHOD INVESTMENTS**](#INVESTMENTINJOINTVENTURES_912288)\n\n​\n\nF-48\n\n[**36. COMMITMENTS AND CONTINGENCIES**](#COMMITMENTSANDCONTINGENCIES_411658)\n\n​\n\nF-49\n\n[**37. RELATED PARTY DISCLOSURES**](#RELATEDPARTYDISCLOSURES_850301)\n\n​\n\nF-49\n\n[**38. EVENTS AFTER THE REPORTING PERIOD**](#EVENTSAFTERTHEREPORTINGPERIOD_634714)\n\n​\n\nF-51\n\n​\n\n​\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\n**Report of Independent Registered Public Accounting Firm**\n\nTo the Shareholders and Board of Directors\nSCHMID Group N.V.:\n\n​\n\nOpinion on the Consolidated Financial Statements\n\nWe have audited the accompanying consolidated statements of financial position of SCHMID Group N.V. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ KPMG AG Wirtschaftsprüfungsgesellschaft\n\nWe have served as the Company’s auditor since 2023.\n\nStuttgart, Germany\n\n​\n\nMay 15, 2026\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\n**SCHMID – Consolidated Statements of Profit or Loss and Other********Comprehensive Income (Loss) for the years ended********December 31, 2025, 2024 and 2023**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand, except share data**\n\n**  ​ ​ ​**\n\n**Note**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nRevenue\n\n \n\n7\n\n \n\n66,945\n\n \n\n60,836\n\n \n\n90,246\n\nCost of sales\n\n \n\n7\n\n \n\n(50,928)\n\n \n\n(48,791)\n\n \n\n(63,849)\n\n**Gross profit**\n\n** **\n\n​\n\n​\n\n**16,017**\n\n** **\n\n**12,044**\n\n** **\n\n**26,397**\n\nSelling expenses\n\n \n\n8\n\n \n\n(11,999)\n\n \n\n(12,895)\n\n \n\n(12,577)\n\nGeneral administration expenses\n\n \n\n9\n\n \n\n(11,404)\n\n \n\n(11,792)\n\n \n\n(12,538)\n\nResearch and development\n\n \n\n10\n\n \n\n(2,781)\n\n \n\n(3,974)\n\n \n\n(5,148)\n\nOther income\n\n \n\n11\n\n \n\n12,217\n\n \n\n9,018\n\n \n\n15,985\n\nOther expenses\n\n \n\n12\n\n \n\n(607)\n\n \n\n(2,564)\n\n \n\n(2,620)\n\nListing expenses\n\n​\n\n13\n\n​\n\n—\n\n​\n\n(71,630)\n\n​\n\n—\n\nReversal on impairment on financial assets\n\n \n\n14\n\n \n\n—\n\n \n\n20\n\n \n\n22,696\n\n**Operating profit (loss)**\n\n** **\n\n​\n\n​\n\n**1,443**\n\n** **\n\n**(81,772)**\n\n** **\n\n**32,195**\n\nFinance income\n\n \n\n​\n\n \n\n66\n\n \n\n1,888\n\n \n\n19,685\n\nFinance expenses\n\n \n\n​\n\n​\n\n(72,244)\n\n \n\n(5,712)\n\n \n\n(10,091)\n\n**Financial result**\n\n** **\n\n**15**\n\n​\n\n**(72,178)**\n\n** **\n\n**(3,824)**\n\n** **\n\n**9,594**\n\nShare of loss from equity method investees\n\n \n\n16\n\n \n\n(406)\n\n \n\n—\n\n \n\n(1,057)\n\n**Income (loss) before income tax**\n\n** **\n\n​\n\n​\n\n**(71,141)**\n\n** **\n\n**(85,596)**\n\n** **\n\n**40,732**\n\nIncome tax benefit (expense)\n\n \n\n17\n\n \n\n41\n\n \n\n1,492\n\n \n\n(2,778)\n\n**Net income (loss) for the period**\n\n** **\n\n​\n\n​\n\n**(71,100)**\n\n** **\n\n**(84,104)**\n\n** **\n\n**37,954**\n\nOther comprehensive income (loss) that may be reclassified to profit or loss:\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\n \n\n​\n\nExchange differences on translation of foreign business units\n\n \n\n​\n\n \n\n(1,182)\n\n \n\n389\n\n \n\n(1,625)\n\nItems that will not be subsequently reclassified to profit or loss:\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\n \n\n​\n\nRemeasurement of defined pension benefit obligation\n\n \n\n31\n\n \n\n42\n\n \n\n(44)\n\n \n\n25\n\nIncome tax on remeasurement of defined pension benefit obligation\n\n \n\n31\n\n​\n\n(12)\n\n \n\n13\n\n \n\n(7)\n\n**Total items that will not be subsequently reclassified to profit or loss**\n\n​\n\n​\n\n​\n\n**30**\n\n​\n\n**(31)**\n\n​\n\n**18**\n\n**Other comprehensive income (loss)**\n\n** **\n\n​\n\n​\n\n**(1,152)**\n\n** **\n\n**358**\n\n** **\n\n**(1,607)**\n\n**Total consolidated comprehensive income (loss) for the reporting period**\n\n** **\n\n​\n\n​\n\n**(72,252)**\n\n** **\n\n**(83,746)**\n\n** **\n\n**36,346**\n\n**Net income (loss) attributable to**\n\n \n\n​\n\n​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nOwners of SCHMID\n\n \n\n​\n\n​\n\n(71,042)\n\n \n\n(84,111)\n\n \n\n36,868\n\nNon-controlling interests\n\n \n\n28\n\n​\n\n(58)\n\n \n\n7\n\n \n\n1,086\n\n**Total consolidated comprehensive income (loss) attributable to**\n\n \n\n​\n\n​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nOwners of SCHMID\n\n \n\n​\n\n​\n\n(72,162)\n\n \n\n(83,811)\n\n \n\n35,669\n\nNon-controlling interests\n\n \n\n​\n\n​\n\n(90)\n\n \n\n65\n\n \n\n677\n\nEarnings per share for profit / (loss) from continuing operations attributable to the ordinary equity holders of the company:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic and diluted earnings per share\n\n​\n\n18\n\n​\n\n(1.87)\n\n​\n\n(2.41)\n\n​\n\n1.28\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\n**SCHMID – Consolidated Statements of Financial Position as of********December 31, 2025 and 2024**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Note**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n**ASSETS**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIntangible assets\n\n \n\n19\n\n \n\n17,262\n\n \n\n14,941\n\nProperty, plant and equipment including right-of-use assets\n\n \n\n20\n\n \n\n12,234\n\n \n\n13,092\n\nFinancial assets\n\n \n\n22\n\n \n\n16,203\n\n \n\n135\n\nEquity method investments\n\n​\n\n35\n\n​\n\n1,043\n\n​\n\n1,448\n\nDeferred tax assets\n\n \n\n17\n\n \n\n2,317\n\n \n\n2,684\n\n**Non-current assets**\n\n** **\n\n​\n\n​\n\n**49,058**\n\n** **\n\n**32,300**\n\nInventories\n\n \n\n23\n\n \n\n18,112\n\n \n\n15,734\n\nTrade receivables and other receivables\n\n \n\n24\n\n \n\n33,653\n\n \n\n38,221\n\nOther current assets\n\n \n\n25\n\n \n\n3,918\n\n \n\n3,054\n\nCash and cash equivalents\n\n \n\n26\n\n \n\n1,574\n\n \n\n3,791\n\n**Current assets**\n\n** **\n\n​\n\n​\n\n**57,257**\n\n** **\n\n**60,800**\n\n**Total assets**\n\n** **\n\n​\n\n​\n\n**106,315**\n\n** **\n\n**93,100**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**EQUITY AND LIABILITIES**\n\n \n\n​\n\n \n\n​\n\n \n\n  ​\n\nSubscribed capital\n\n \n\n27\n\n \n\n431\n\n \n\n431\n\nCapital reserves\n\n​\n\n27\n\n​\n\n114,980\n\n​\n\n114,448\n\nAccumulated loss\n\n** **\n\n27\n\n​\n\n(245,896)\n\n \n\n(174,853)\n\nAccumulated other comprehensive income (loss)\n\n​\n\n27\n\n​\n\n(2,259)\n\n​\n\n(1,138)\n\n**Equity attributable to owners of SCHMID**\n\n** **\n\n**27**\n\n** **\n\n**(132,744)**\n\n** **\n\n**(61,112)**\n\nNon-controlling interest\n\n \n\n28\n\n​\n\n579\n\n \n\n668\n\n**Equity**\n\n \n\n​\n\n​\n\n**(132,165)**\n\n \n\n**(60,444)**\n\nNon-current financial liabilities\n\n \n\n29\n\n \n\n71,518\n\n \n\n42,053\n\nPost-employment benefits\n\n \n\n31\n\n \n\n969\n\n \n\n978\n\nNon-current provisions\n\n \n\n30\n\n \n\n254\n\n \n\n345\n\nDeferred tax liabilities\n\n \n\n17\n\n \n\n1,965\n\n \n\n1,518\n\nNon-current lease liability\n\n \n\n21\n\n \n\n7,153\n\n \n\n8,233\n\n**Non-current liabilities**\n\n** **\n\n​\n\n​\n\n**81,859**\n\n** **\n\n**53,127**\n\nCurrent financial liabilities\n\n \n\n29\n\n \n\n87,148\n\n \n\n40,433\n\nCurrent contract liabilities\n\n \n\n7\n\n \n\n13,555\n\n \n\n11,284\n\nTrade and related party payables\n\n \n\n32\n\n​\n\n38,071\n\n \n\n28,179\n\nOther current liabilities\n\n \n\n33\n\n \n\n15,505\n\n \n\n17,513\n\nCurrent lease liability\n\n \n\n21\n\n \n\n1,397\n\n \n\n1,461\n\nCurrent provisions\n\n \n\n30\n\n \n\n415\n\n \n\n184\n\nIncome tax liabilities\n\n \n\n17\n\n \n\n531\n\n \n\n1,364\n\n**Current liabilities**\n\n** **\n\n​\n\n​\n\n**156,622**\n\n** **\n\n**100,417**\n\n**Total equity and liabilities**\n\n** **\n\n​\n\n​\n\n**106,315**\n\n** **\n\n**93,100**\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements\n\n​\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\n**SCHMID – Consolidated Statements of Changes in Equity for the years e****nded********December 31, 2025, 2024 and 2023**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated**\n\n​\n\n**Equity**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**other**\n\n​\n\n**attributable to**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Subscribed**\n\n​\n\n**Capital**\n\n​\n\n**Accumulated**\n\n​\n\n**comprehensive**\n\n​\n\n**owners of**\n\n​\n\n**Non-controlling**\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Note**\n\n**  ​ ​ ​**\n\n**capital**\n\n**  ​ ​ ​**\n\n**reserves**\n\n**  ​ ​ ​**\n\n**loss**\n\n**  ​ ​ ​**\n\n**income (loss)**\n\n**  ​ ​ ​**\n\n**SCHMID N.V.**\n\n**  ​ ​ ​**\n\n**interest**\n\n**  ​ ​ ​**\n\n**Total Equity**\n\n**1/1/2023**\n\n​\n\n​\n\n​\n\n**23,004**\n\n​\n\n**47,475**\n\n​\n\n**(131,235)**\n\n​\n\n**(239)**\n\n​\n\n**(60,996)**\n\n​\n\n**6,681**\n\n​\n\n**(54,315)**\n\nIncome (loss) for the period\n\n​\n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n36,868\n\n​\n\n**—**\n\n​\n\n36,868\n\n​\n\n1,086\n\n​\n\n37,954\n\nOther comprehensive income (loss)\n\n​\n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n(1,199)\n\n​\n\n(1,199)\n\n​\n\n(409)\n\n​\n\n(1,607)\n\n**Total comprehensive income (loss)**\n\n** **\n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n** **\n\n**36,868**\n\n** **\n\n**(1,199)**\n\n​\n\n**35,669**\n\n** **\n\n**677**\n\n** **\n\n**36,346**\n\nTransactions with shareholder\n\n \n\n​\n\n \n\n—\n\n​\n\n128\n\n \n\n—\n\n \n\n**—**\n\n​\n\n128\n\n \n\n—\n\n \n\n128\n\n**12/31/2023**\n\n \n\n​\n\n \n\n**23,004**\n\n​\n\n**47,603**\n\n \n\n**(94,367)**\n\n \n\n**(1,438)**\n\n​\n\n**(25,198)**\n\n \n\n**7,358**\n\n \n\n**(17,841)**\n\nIncome (loss) for the period\n\n** **\n\n​\n\n​\n\n—\n\n​\n\n—\n\n** **\n\n(84,111)\n\n** **\n\n—\n\n​\n\n(84,111)\n\n** **\n\n7\n\n** **\n\n(84,104)\n\nOther comprehensive income (loss)\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n300\n\n​\n\n300\n\n​\n\n58\n\n​\n\n358\n\n**Total comprehensive income (loss)**\n\n \n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n \n\n**(84,111)**\n\n \n\n**300**\n\n​\n\n**(83,811)**\n\n \n\n**65**\n\n \n\n**(83,746)**\n\nMinority interest reduction - SCHMID Technology (Guangdong) Co., Ltd. (STG)\n\n \n\n​\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n—\n\n \n\n(6,755)\n\n \n\n(6,755)\n\nReorganization - Share based payment transaction\n\n** **\n\n3\n\n​\n\n(22,573)\n\n​\n\n67,146\n\n** **\n\n3,625\n\n** **\n\n—\n\n​\n\n48,198\n\n** **\n\n—\n\n** **\n\n48,198\n\nTransactions with shareholder\n\n \n\n​\n\n \n\n—\n\n​\n\n(301)\n\n \n\n—\n\n \n\n—\n\n​\n\n(301)\n\n \n\n—\n\n \n\n(301)\n\n**12/31/2024**\n\n** **\n\n​\n\n​\n\n**431**\n\n​\n\n**114,448**\n\n** **\n\n**(174,853)**\n\n** **\n\n**(1,138)**\n\n​\n\n**(61,113)**\n\n** **\n\n**668**\n\n** **\n\n**(60,444)**\n\nIncome (loss) for the period\n\n \n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(71,042)\n\n​\n\n—\n\n​\n\n(71,042)\n\n​\n\n(58)\n\n​\n\n(71,100)\n\nOther comprehensive income (loss)\n\n \n\n​\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,121)\n\n​\n\n(1,121)\n\n​\n\n(31)\n\n​\n\n(1,152)\n\n**Total comprehensive income (loss)**\n\n** **\n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**(71,042)**\n\n​\n\n**(1,121)**\n\n​\n\n**(72,163)**\n\n​\n\n**(90)**\n\n​\n\n**(72,252)**\n\nTransactions with shareholder\n\n​\n\n22\n\n​\n\n—\n\n​\n\n532\n\n​\n\n—\n\n​\n\n—\n\n​\n\n532\n\n​\n\n—\n\n​\n\n532\n\n**12/31/2025**\n\n** **\n\n​\n\n​\n\n**431**\n\n​\n\n**114,980**\n\n​\n\n**(245,896)**\n\n** **\n\n**(2,259)**\n\n​\n\n**(132,744)**\n\n​\n\n**579**\n\n​\n\n**(132,165)**\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements\n\n​\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\n**SCHMID – Consolidated Statements of Cash Flows for the years ended********December 31, 2025, 2024 and 2023**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nNet income (loss) from continued operations\n\n \n\n(71,100)\n\n \n\n(84,104)\n\n \n\n37,954\n\nAdjustments to reconcile consolidated net income (loss) to net cash\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nIncome tax expense (benefit)\n\n \n\n(41)\n\n \n\n(1,492)\n\n \n\n2,778\n\nFinancial result\n\n \n\n72,178\n\n \n\n3,824\n\n \n\n(8,537)\n\nDepreciation and amortization\n\n \n\n4,824\n\n \n\n7,923\n\n \n\n6,904\n\nNet loss (gain) from the disposal of intangibles and PP&E\n\n \n\n3\n\n \n\n(133)\n\n \n\n(602)\n\nReversal of impairments of financial assets, net\n\n \n\n—\n\n \n\n(20)\n\n \n\n(22,696)\n\nOther non-cash (income) expenses\n\n \n\n(5,000)\n\n \n\n(1,432)\n\n \n\n182\n\nChange in equity method investments (non-cash)\n\n​\n\n405\n\n​\n\n—\n\n​\n\n—\n\nChange in non-current financial assets (non-cash)\n\n​\n\n(8,478)\n\n​\n\n—\n\n​\n\n—\n\nListing expense\n\n​\n\n—\n\n​\n\n71,631\n\n​\n\n—\n\nNon-cash effects\n\n​\n\n(3,447)\n\n​\n\n—\n\n​\n\n—\n\nWorking capital adjustments:\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nChanges in trade and other receivables\n\n \n\n3,704\n\n \n\n(3,580)\n\n \n\n(6,729)\n\nChanges in inventories\n\n \n\n(1,967)\n\n \n\n619\n\n \n\n8,244\n\nChange in trade and related party payables\n\n \n\n9,982\n\n \n\n5,086\n\n \n\n(6,823)\n\nChange in provisions\n\n \n\n132\n\n \n\n(598)\n\n \n\n382\n\nTaxes received (paid), net\n\n​\n\n54\n\n​\n\n(302)\n\n​\n\n(1,161)\n\n**Cash provided by (used in) operating activities**\n\n** **\n\n**1,250**\n\n** **\n\n**(2,578)**\n\n** **\n\n**9,897**\n\nPurchases of intangible assets and property, plant and equipment\n\n \n\n(6,357)\n\n \n\n(5,111)\n\n \n\n(6,907)\n\nReceipts from sale and leaseback transaction\n\n \n\n—\n\n \n\n—\n\n \n\n8,926\n\nProceeds from sale (purchases) of financial assets, net\n\n \n\n123\n\n \n\n(4)\n\n \n\n—\n\nPayment for loan to shareholder\n\n \n\n—\n\n \n\n—\n\n \n\n70,000\n\nProceeds from disposal of a subsidiary\n\n​\n\n—\n\n​\n\n1,000\n\n​\n\n—\n\nInterest received\n\n \n\n7\n\n \n\n61\n\n \n\n—\n\n**Cash used in (provided by) investing activities**\n\n** **\n\n**(6,227)**\n\n** **\n\n**(4,054)**\n\n** **\n\n**72,019**\n\nProceeds from debt financing\n\n** **\n\n7,572\n\n** **\n\n3,145\n\n** **\n\n—\n\nPayments for debt financing\n\n \n\n(2,296)\n\n \n\n(264)\n\n \n\n(81,871)\n\nProceeds from business combination\n\n \n\n—\n\n \n\n14,443\n\n \n\n—\n\nPayment of lease liabilities\n\n \n\n(1,513)\n\n​\n\n(1,543)\n\n​\n\n(715)\n\nInterest paid\n\n \n\n(899)\n\n \n\n(853)\n\n \n\n(2,044)\n\nChange in restricted cash\n\n​\n\n59\n\n​\n\n(30)\n\n​\n\n917\n\nTransaction with minority shareholder\n\n \n\n—\n\n \n\n(10,939)\n\n \n\n—\n\n**Cash (used in) provided by financing activities**\n\n** **\n\n**2,923**\n\n** **\n\n**3,959**\n\n** **\n\n**(83,714)**\n\n**Net increase (decrease) in cash and cash equivalents**\n\n** **\n\n**(2,055)**\n\n** **\n\n**(2,673)**\n\n** **\n\n**(1,798)**\n\nEffect of foreign exchange rate changes on cash and cash equivalents\n\n \n\n(162)\n\n \n\n755\n\n \n\n(824)\n\n**Cash and cash equivalents at the beginning of the period**\n\n** **\n\n**3,791**\n\n** **\n\n**5,710**\n\n** **\n\n**8,332**\n\n**Cash and cash equivalents at the end of the period**\n\n** **\n\n**1,574**\n\n** **\n\n**3,791**\n\n** **\n\n**5,710**\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\n**1.**BUSINESS DESCRIPTION\n\nSCHMID Group N.V. (“SCHMID N.V.”) together with its subsidiary, Gebr. SCHMID GmbH (“SCHMID GmbH”) and its subsidiaries (“the Company” or “SCHMID”) is a global supplier of equipment and services for various industries such as printed circuit boards (“PCB”), substrate manufacturing, photovoltaics, and glass and energy storage with a focus on the highest end of this market in terms of technology and performance including automation, wet processes (horizontal, vertical and single panel) and vacuum processes. This includes developing production techniques and building machines as well as extensive work with customers on development projects. SCHMID is also providing customer service through which customers are assisted with upgrades, spare parts, logistics, customer training in multiple languages, on-site management, maintenance contracts and project management.\n\nSCHMID Group N.V. is registered under the Dutch trade register number 89188276. The address of the registered office is Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany. SCHMID located in Freudenstadt, Germany, was founded in 1864. SCHMID employs over 700 employees worldwide. Manufacturing sites are located in Germany and China. SCHMID products are distributed worldwide by the Company directly and by external trading partners. The customers of SCHMID include well-known companies from the hardware and software technology sector, the electronics industry and the photovoltaic industry, which are located worldwide.\n\nResearch and development is a crucial factor for SCHMID’s business success. The majority of research work and the development of SCHMID technologies are conducted in Freudenstadt.\n\n​\n\n**2.**BASIS OF PRESENTATION\n\nThe financial statements as of and for the years ended December 31, 2025 and 2024 have been prepared on a consolidated basis.\n\nThese consolidated financial statements have been prepared on a going concern basis in conformity with International Financial Reporting Standards (“IFRS Accounting Standards”), as issued by the International Accounting Standards Board (“IASB”).\n\nThe legal entities which comprise the consolidated financial statements and its investments in joint ventures accounted for using the equity method are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Country of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**incorporation**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n** **\n\nSCHMID Group N.V.\n\n​\n\nNetherlands\n\n​\n\n—\n\n%\n\n—\n\n%\n\nGebr. SCHMID GmbH\n\n \n\nGermany\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Systems, Inc.\n\n \n\nUSA\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Singapore Pte. Ltd.\n\n \n\nSingapore\n\n \n\n90\n\n%  \n\n90\n\n%\n\nSCHMID Korea Co., Ltd\n\n \n\nSouth Korea\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Asia Ltd.\n\n \n\nHong Kong\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Technology Guangdong Co., Ltd. 1)\n\n \n\nChina\n\n \n\n84\n\n%  \n\n84\n\n%\n\nSCHMID China Ltd.\n\n \n\nHong Kong\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Shenzhen Ltd. 2)\n\n \n\nChina\n\n \n\n—\n\n%  \n\n100\n\n%\n\nSCHMID (Kunshan) Co., Ltd.\n\n \n\nChina\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Taiwan Ltd.\n\n \n\nTaiwan\n\n \n\n86\n\n%  \n\n86\n\n%\n\nSCHMID Automation (Zhuhai) Co., Ltd.\n\n \n\nChina\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Solar (Shenzhen) Ltd. 2)\n\n \n\nChina\n\n \n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Trading (Zhongshan) Co. Ltd.\n\n \n\nChina\n\n \n\n100\n\n%  \n\n100\n\n%\n\nPegasus Digital Mobility Acquisition Corp.\n\n​\n\nCayman Islands\n\n​\n\n100\n\n%  \n\n100\n\n%\n\nSCHMID Asia Pacific Sdn. Bhd\n\n​\n\nMalaysia\n\n​\n\n100\n\n%  \n\n100\n\n%\n\n**Equity method investees**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nSCHMID Avaco Korea, Co. Ltd.\n\n​\n\nSouth Korea\n\n​\n\n50\n\n%  \n\n50\n\n%  \n\nSCHMID Energy Systems GmbH (SES)\n\n \n\nGermany\n\n \n\n48\n\n%  \n\n49\n\n%\n\n1) Legal transfer of the remaining minority shares not yet executed as of December 31, 2025.\n\n2) SCHMID Shenzhen Ltd. was liquidated in September 2025 and SCHMID Solar (Shenzhen) Ltd. in January 2026\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\nAs of December 30, 2024 Gebr. SCHMID GmbH sold part of the shares in SES, resulting in the loss of control over SES. Accordingly, as of December 31, 2024 and December 31, 2025, SES is accounted for using the equity method. For further details on both transactions see note 35. Equity method investments.\n\nSCHMID presents its consolidated financial statements in Euros which is the Company’s presentation currency. All amounts are presented in thousands of Euros (“€ thousand”), unless otherwise stated. Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.\n\nThe consolidated financial statements of SCHMID were authorized for issuance by the Board on May 12, 2026.\n\nIntra-reporting entity transactions and balances\n\nIntra-SCHMID balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-SCHMID transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of SCHMID’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.\n\nForeign Currency\n\nThe consolidated financial statements are presented in Euro. The Company’s foreign entities identified that the local currency is their functional currency and therefore the financial statements of these entities are translated to Euro using year-end exchange rates for assets and liabilities, and average exchange rates for income and expenses. Adjustments resulting from translating foreign functional currency financial statements into Euro are recorded as a separate component in the consolidated statements of comprehensive income.\n\nMonetary assets and liabilities that are denominated in currencies other than the respective functional currencies are remeasured at the foreign currency rates as of the reporting date. Foreign currency transaction gains and losses from the remeasurement are included in other income and other expenses, as appropriate, in the consolidated statements of profit or loss for the period.\n\nGoing Concern\n\n**Basis of preparation**\n\nThese consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. In assessing going concern, management considered the Group’s liquidity position, forecast cash flows and financing requirements, and potential downside scenarios, for at least twelve months from the date these financial statements are authorized for issue, as well as events and circumstances arising after the reporting date through the authorization date of these financial statements.\n\n**Events and conditions**\n\nDuring the year ended December 31, 2025, order intake and sales remained below expectations, resulting in negative operating results and cash flows, particularly in the first half of the year. In addition, during 2025 the Group was unable to generate significant cash inflows through equity or debt financing.\n\n​\n\nTherefore, as of December 31, 2025, the Group had a significant working capital deficiency, reflecting the impact of continued operating losses and constrained access to financing during the year.\n\n**Measures implemented after the reporting date**\n\nSubsequent to December 31, 2025, the Group implemented several measures to strengthen liquidity and reduce near-term obligations, including:\n\ni.a debt-for-equity set-off with XJ Harbour, effective in 2025 based on irrevocable contracts signed in November 2025, with the issuance of 12,540,539 shares being completed on January 16, 2026, eliminating the related payment obligation;\n\nF-8\n\n[Table of Contents](#TOC)\n\nii.the execution of an Investment Agreement in January 2026 for the issuance of USD 30.0 million senior convertible notes and warrants structured in two tranches of USD 15.0 million. The first tranche was received on January 21, 2026 and the second tranche was received on March 5, 2026; and\n\niii.the signing of a Standby Equity Purchase Agreement (“SEPA”) with an institutional investor on May 12, 2026, which provides the Company with the ability, at its discretion, to raise up to USD 30.0 million of additional equity capital over a 24-month period. See Note 38, Subsequent Events, for more detailed description of this facility.\n\n**Management’s plans and assumptions**\n\nManagement has prepared detailed cash flow forecasts covering at least twelve months from the date of authorization of these consolidated financial statements. These forecasts reflect:\n\n●the expected conversion of the €51 million order backlog as of December 31, 2025 into revenues,\n\n●expected order intake during the forecast period,\n\n●implementation of planned cost reduction measures, including a €4 million annual cost-savings program in Germany; and\n\n●access to external financing, including the SEPA facility if needed.\n\n​\n\nManagement has assessed that potential temporary liquidity shortfalls would be fully covered through available financing sources, including the proceeds already received from the convertible notes and the ability to access additional liquidity under the SEPA facility. Furthermore, in the unlikely event that financing needs would temporarily exceed its financing sources, management has other options to reduce costs in the short-term including the use of government subsidized short time work programs (“*Kurzarbeit*”) in Germany.\n\n​\n\n**Conclusion**\n\n​\n\nBased on the assessment described above, including the measures implemented subsequent to the reporting date, the cash flow forecasts, the availability of additional equity financing through the SEPA facility, and the availability of short-term employment reduction programs, management has concluded that the Group has adequate resources to continue in operational existence for the foreseeable future.\n\n​\n\nAccordingly, management has concluded that no material uncertainties exist that may cast significant doubt on the Group’s ability to continue as a going concern for at least twelve months from the date of authorization of these consolidated financial statements. These consolidated financial statements do not include any adjustments that might result if the Group were unable to continue as a going concern.\n\n​\n\n**3.****DE-SPAC**\n\nOn May 31, 2023, Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), SCHMID GmbH (“SCHMID GmbH”), SCHMID Group N.V. (formerly known as Pegasus TopCo B.V., “SCHMID Group N.V.”), Pegasus MergerSub Corp., a Cayman Islands exempted company (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), contemplating several transactions, and in connection with which, Pegasus would be merged with and into Merger Sub, with Merger Sub as the surviving company, SCHMID GmbH N.V. would be the ultimate parent company of SCHMID GmbH (altogether: “Business Combination”).\n\nSCHMID Group N.V. was incorporated for the purpose of holding Merger Sub and SCHMID GmbH following the consummation of the Business Combination which occurred on April 30, 2024. Ordinary shares and warrants issued by SCHMID Group N.V. are listed on the Nasdaq.\n\nThe merger of Pegasus constituted a transaction by SCHMID Group N.V., which is accounted for within the scope of IFRS 2 as a “reverse recapitalization”.\n\nF-9\n\n[Table of Contents](#TOC)\n\nAs part of the transaction, former shareholders of Pegasus (public shareholders, sponsors and directors) received 7,843,501 shares of SCHMID Group N.V. and 17,000,000 warrants (“SCHMID Group N.V.Warrants”) to purchase ordinary shares of SCHMID Group N.V. In exchange, SCHMID Group N.V. received the net assets held by Pegasus of minus €3.5 million upon closing of the transaction on April 30, 2024. The net assets included €47.7 million of cash and cash equivalents held in Pegasus trust account, current liabilities of €10.6 million, warrant liabilities of €1.4 million and €2.3 million deferred underwriting commissions. Upon closing of the Pegasus Merger, Pegasus Warrants were converted into SCHMID Group N.V. Warrants.\n\nIn accordance with IFRS 2, the difference between (i) the fair value of the net assets contributed by Pegasus and (ii) the fair value of equity instruments issued to the former Pegasus shareholders was recognized as an expense. As a result, the Company recorded share listing expense of €71.6 million (see Note 13. Share listing expense).\n\nThe SCHMID Group N.V. Warrants entitle the holder to subscribe to SCHMID Group N.V.’s shares at a fixed (or determinable) exercise price for a specified period, subject to the terms of the warrant agreement. The SCHMID Group warrants include a cashless exercise feature that provides for settlement in a variable number of shares. Accordingly, the SCHMID Group N.V. Warrants do not meet the criteria for equity classification and are accounted for as financial liabilities measured at fair value through profit and loss, with changes in fair value recognized in profit or loss.\n\nThe Pegasus merger closed on April 30, 2024. Upon Closing, SCHMID Group N.V. became a publicly traded company on the Nasdaq under the ticker “SHMD”. The SCHMID Group N.V. Warrants are traded under the ticker “SHMDW”. The Company incurred incremental transaction costs directly attributable to the issuance of shares to Pegasus shareholders of €4.6 million, which were recorded as a reduction from equity (in capital reserve).\n\n​\n\n**4.**MATERIAL ACCOUNTING POLICIES\n\n**Intangible assets**\n\nGeneral\n\nIntangible assets are measured at cost upon initial recognition. In subsequent periods, intangible assets are recognized at cost less any accumulated amortization and impairment losses. Intangible assets with finite useful lives are amortized on a straight-line basis. The estimated (remaining) useful lives as well as the amortization method are subject to annual reviews. If necessary, adjustments due to changes of the expected useful life or of the amortization method are accounted for prospectively as changes in accounting estimates. Amortization expenses for intangible assets are included in cost of sales.\n\nResearch and development (R&D) costs\n\nIn accordance with IAS 38 (Intangible Assets), expenses incurred during the R&D phase must be accounted for separately. Research is defined as original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Such costs are expensed in the period incurred. Development is defined as the technical and commercial implementation of research findings.\n\nIn accordance with IAS 38, development costs must be capitalized if the criteria set out in IAS 38.57 are fulfilled. The Company starts to capitalize costs when management board approval is obtained. The approval is only provided when it is ensured that adequate technical, financial and other resources are available to complete the project and that the Company intends to complete and use the intangible asset. Furthermore, prior to approval, the development project leader provides the management board with an overview of the future economic benefits based on external market studies and internal analysis, as well as the documentation of technical feasibility. The Company has an R&D controlling system in place which enables management to determine expenditures attributable to specific technologies during their development.\n\nF-10\n\n[Table of Contents](#TOC)\n\nThe Company capitalizes costs for the development of a technology until the time that development of such technology is completed. The capitalized development costs are amortized on a straight-line basis over the economic useful life of 4–10 years based on the expected useful life of such technology. Amortization of capitalized development costs commences upon completion of the development project (technology).\n\nIntangible assets with indefinite useful lives or intangible assets not yet available for use are not amortized; however, they are tested for impairment annually and whenever there is an indication that the intangible asset may be impaired based on the individual asset or on the level of the related cash-generating unit.\n\nPatents and licenses\n\nIntangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated straight-line amortization and accumulated impairment losses. The useful life for patents and licenses is 5–8 years.\n\nImpairment tests\n\nAt the end of each reporting period, SCHMID assesses whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, SCHMID estimates the asset’s recoverable amount. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. An asset’s recoverable amount is the higher of an asset’s or cash generating unit (“CGU”)’s fair value less costs of disposal and its value in use. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.\n\nIn assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.\n\n**Property, Plant and Equipment**\n\nProperty, plant and equipment are measured at cost, net of accumulated depreciation and any accumulated impairment losses. Costs of construction capitalized include all attributable direct costs including material and production overheads, and, where applicable, an initial estimate of the cost of dismantling and removing the item and restoring the site on which it is located.\n\nSubsequent expenditures on assets are capitalized only when it is probable that future economic benefits associated with the expenditure will flow to SCHMID. Repairs and maintenance are expensed in profit or loss in the period the costs are incurred.\n\nIf items of property, plant and equipment are sold or disposed of, the gain or loss arising from the disposal is recognized as other operating income or expense in the consolidated statement of profit or loss and other comprehensive income (loss).\n\nDepreciation is calculated on a straight-line basis based on the following useful lives:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Useful life**\n\nBuildings and building improvements\n\n \n\n10 - 50 years\n\nTechnical equipment and machinery\n\n \n\n2 - 21 years\n\nOffice and other equipment\n\n \n\n3 - 13 years\n\n​\n\nThe residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.\n\n**Leases**\n\nSCHMID’s lease obligations primarily relate to rights to buildings mainly for its office, R&D and production premises as well as to leased vehicles. As lease contracts are negotiated on an individual basis, lease terms contain a range of different terms and conditions. Lease contracts are typically entered for a period of 1–10 years.\n\nF-11\n\n[Table of Contents](#TOC)\n\nAs a lessee, at the inception of a contract, SCHMID assesses whether the 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 in exchange for consideration.\n\nSCHMID recognizes right of use assets which represent a right to use the underlying leased assets and corresponding lease liabilities which represent the present value of future lease payments, excluding short-term leases (lease term of 12 months or less from commencement date and do not contain a purchase option) and leases of low value assets acquisition costs less than €6 thousand), in the consolidated statement of financial position at the date at which the leased asset is available for use.\n\nLiabilities arising from a lease are initially measured at present value of lease payments discounted using interest rate implicit in the lease or incremental borrowing rate in case interest rate implicit in the lease is not readily determinable.\n\nMain components of the lease payments included in the measurement of the lease liability comprise the following:\n\n●fixed lease payments;\n\n●variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date;\n\n●lease payments in an optional renewal period if SCHMID is reasonably certain to exercise an extension option;\n\n●non-lease components are not separated from lease components but accounted for as single lease components.\n\nLease payments contain principal elements and interest. Interest is presented as part of finance costs in the consolidated statements of profit or loss and other comprehensive income using the effective interest method. Principal and interest portion of lease payments have been presented within financing activities in the statement of cash flow. The carrying amount of lease liabilities is remeasured if there is change in the future lease payments due to change in index or rate.\n\nRight of use assets at the lease commencement date are measured at cost less any accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities recognized. Cost of right of use assets includes lease liabilities, initial direct costs, prepayments made on or before the commencement date and less any lease incentives received. The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to SCHMID by the end of the lease term or the cost of the right of use asset reflects that SCHMID will exercise a purchase option. In that case the right of use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. The right of use asset is assessed for impairment in case of a triggering event.\n\nAssets related to retirement obligations for leased buildings are included in the cost of right of use assets for the respective underlying building lease.\n\nIf SCHMID acts as a lessor and the contract is classified as a finance lease, it is accounted for as a financing transaction. A receivable is valued at the amount of the net investment in the lease and the resulting interest income is recognized as income. The classification of a contract as an operating lease with SCHMID acting as the lessor means that the asset remains on SCHMID`s balance sheet. The income from it is recognized in the income statement over the term of the lease.\n\nSale and Leaseback Transaction\n\nWhen SCHMID sells its assets and leases them back, it needs to be determined whether the sales part of the transaction qualifies as a true sale according to IFRS 15. If the transfer of an asset does not meet the requirements of IFRS 15 to be recognized as a sale, the asset remains on the balance sheet, and a financial liability is recognized equal to the transfer proceeds in accordance with IFRS 9.\n\nIn the case of a qualified sale, SCHMID measures the right of use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained. Consequently, SCHMID only recognizes any gain or loss that pertains to the rights transferred to the buyer-lessor.\n\nIf the amount received for selling an asset is not the same as the value of the asset, or if the lease payments are not in line with market rates, SCHMID will make adjustments to ensure that the sale proceeds are measured at a fair value. If the lease terms are below market rates, the difference will be treated as a prepayment of future lease payments. Conversely, if the lease terms are above market rates, the excess amount will be considered as additional financing provided by the buyer-lessor to the seller-lessee (IFRS 16.101).\n\nF-12\n\n[Table of Contents](#TOC)\n\n**Cash and Cash Equivalents**\n\nCash and cash equivalents in the statement of financial position and statement of cash flows comprise cash at banks and short-term highly liquid deposits with original maturities of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.\n\n**Financial Instruments**\n\nFinancial instruments are contracts that give rise to a financial asset for one entity and to a financial liability or equity instrument for another entity. SCHMID recognizes a financial instrument when it becomes a party to its contractual provisions. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the settlement date.\n\nFinancial 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 set off the recognized amounts and there is an intention to settle on a net basis or to realize the assets and settle the liabilities simultaneously. SCHMID currently has no such assets and liabilities.\n\nFinancial assets\n\nSCHMID’s financial assets include cash and cash equivalents, trade and other receivables as well as other financial assets. Other financial assets consist of a loan to one shareholder and other loans.\n\nFinancial assets are initially measured at fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs. As an exception to this general rule, trade receivables are measured at their transaction price.\n\nFinancial assets are classified at initial recognition as either measured at amortized cost (“AC”), fair value through other comprehensive income (“FVOCI”), or fair value through profit or loss (“FVTPL”) depending on the contractual cash flows and SCHMID’s business model for managing them. For all financial assets SCHMID has the objective to hold financial assets in order to collect the contractual cash flows. If the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, SCHMID will measure these financial assets at amortized cost under consideration of impairment (see following section). If the contractually agreed cash flows of a financial asset are not solely payments of principal and interest on principal amount outstanding, the respective financial asset has to be classified as measured at FVTPL. Currently all financial assets are measured at amortized cost that are determined by applying the effective interest rate (EIR) method. Effects resulting from impairment of financial assets that are not classified as FVTPL (including reversals of impairment losses on financial assets) are presented in a separate line item in profit or loss in accordance with IAS 1.82(ba), while changes in amortized cost due to the application of the EIR method are presented in finance income / expense.\n\nA financial asset is derecognized (i.e., removed from SCHMID’s consolidated statement of financial position) when the rights to receive cash flows from the financial asset have expired or have been transferred and SCHMID has transferred substantially all risks and rewards of ownership.\n\nImpairment of financial assets – expected credit losses (“ECLs”)\n\nAll financial assets subsequently measured at amortized cost are required to be impaired at initial recognition in the amount of their expected credit loss (“ECL”). ECLs are based on the difference between the cash flows due in accordance with the contract and all the cash flows that SCHMID expects to receive. ECLs are a probability-weighted estimate of credit losses.\n\nFor trade receivables with no significant financing component SCHMID applies the simplified approach as required by IFRS 9, which requires lifetime ECLs to be recognized from initial recognition of the receivables instead of monitoring the development of the customers’ credit risk. In general, ECLs are recognized in three stages (“general approach”). For credit exposures at initial recognition, ECLs are provided for credit losses that result from default events which may be possible within the next 12-months (Stage 1: a 12-month ECL). For credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (Stage 2: a lifetime ECL). The same applies if objective indications exist that a default event has occurred (Stage 3: an incurred loss). In this case, any interest income is measured on the basis of the net carrying amount, while for Stage 1 and 2 the basis is the gross carrying amount.\n\nF-13\n\n[Table of Contents](#TOC)\n\nFor cash and cash equivalents advantage is taken of the simplification available for financial instruments with a low credit risk (“low credit risk exemption”) as of the reporting date. Factors that can contribute to a low credit risk assessment are debtor-specific rating information and related outlooks. The requirement for classification with a low credit risk is regarded to be fulfilled for counterparties that have at least an investment grade rating; in this case there is no need to monitor credit risks for financial instruments with a low credit risk. The default probabilities applied to determine the expected credit losses for cash and cash equivalents are based on credit default swap spreads that are quoted on markets, which take future-oriented macroeconomic data into account.\n\nIn general, SCHMID defines a default event as a situation in which the debt is no longer recoverable. If the financial instrument is perceived to be unrecoverable, then the expectation is that future contractual cash flows will not occur. At this point in time, the balance is written off after giving consideration to any possible security that is available.\n\nFinancial liabilities\n\nSCHMID’s financial liabilities include trade payables and other liabilities, lease liabilities (see note 21. Leases), a share option and borrowings. Borrowings consist of loans from financial institutions and other third parties, debt funds and related parties (including bifurcated embedded derivatives).\n\nFinancial liabilities are classified as measured at amortized cost (“FLAC”) or fair value through profit or loss (“FVTPL”). All financial liabilities are recognized initially at fair value less, in the case of a financial liability not measured at FVTPL, directly attributable transaction costs.\n\nFinancial liabilities at FVTPL are measured at fair value and gains and losses are recognized in finance income / expense. Currently, SCHMID only accounts for options / separated embedded derivatives of loans as a financial liability at FVTPL. All other financial liabilities are subsequently measured at amortized cost using the Effective Interest (“EIR”) method. When applying the EIR method, SCHMID generally amortizes any fees, transaction costs and other premiums or discounts that are included in the calculation of the effective interest rate over the expected life of the financial instrument. Gains and losses are recognized in interest expense when the liabilities are derecognized as well as through the EIR amortization process. If SCHMID revises its estimates of the cash flows used for the initial EIR method of a financial liability, the carrying amount of the financial liability is being adjusted to reflect that fact.\n\nA 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 resulting gain or loss is recognized in the Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss).\n\nWarrants\n\nWarrants were considered to be part of the net assets acquired and therefore, management applied the provisions of debt and equity classification under IAS 32 Financial Instruments: Presentation (“IAS 32”). In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statement of profit and loss and other comprehensive income (loss) at each reporting date. As the Public and Private Warrants include contingent settlement provisions that introduce potential variability to the settlement amounts of the Public Warrants and Private Warrants, dependent on the occurrence of some uncertain future events, the Public Warrants and Private Warrants are accounted for as derivative financial liabilities at fair value, with changes in fair value reflected through profit and loss on the consolidated statement of profit and loss and other comprehensive income (loss).\n\n**Income Taxes**\n\nCurrent income taxes\n\nCurrent income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. This includes liabilities and/or receivables for the current period as well as for prior periods. 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 reporting entity SCHMID operates and generates taxable income.\n\nF-14\n\n[Table of Contents](#TOC)\n\nManagement periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.\n\nDeferred income taxes\n\nSCHMID uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities represent temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and their corresponding tax basis used in the computation of taxable income. Deferred tax however is not recognized on the initial recognition of goodwill, or the initial recognition of an asset or liability (other than in a business combination) in a transaction that affects neither tax nor accounting income.\n\nDeferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and any unused tax losses to the extent it is probable that taxable profit will be available against which the deductible temporary differences, the carry forward of unused tax credits and the unused tax losses can be utilized.\n\nDeferred tax liabilities are recognized for all taxable temporary differences associated with investments in entities and equity method investments, except where SCHMID controls the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future.\n\nDeferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.\n\nDeferred tax liabilities and assets are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and SCHMID intends to settle its current tax assets and liabilities on a net basis.\n\nCurrent and deferred tax items are recognized in profit or loss, other comprehensive income or directly in equity, consistent to where the transaction giving rise to the related income taxes are presented. Changes in deferred tax assets or liabilities are recognized as a component of tax expense (income) in the consolidated statement of profit or loss, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.\n\nDeferred tax assets and deferred tax liabilities are not discounted and are always classified as non-current asset or liabilities in the consolidated statement of financial position.\n\nSCHMID’s business activities are complex, and the related domestic and foreign tax interpretations, regulations, laws and case law are constantly changing. These issues can lead to uncertain tax positions. In accordance with IFRIC 23, uncertain tax positions are accounted for if it is probable that the tax authorities will not accept the income tax treatment applied. The better forecast of the “most likely amount” and the “expected value” has to be recognized.\n\n**Provisions**\n\nProvisions are recognized when SCHMID has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.\n\nIf the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.\n\nF-15\n\n[Table of Contents](#TOC)\n\n**Fair Values of Assets and Liabilities**\n\nFair value is a market-based measurement. For some assets and liabilities, observable market transactions or market information is available. For other assets and liabilities, observable market transactions or market information might not be available. When a price for an identical asset or liability is not observable, another valuation technique is used. To increase consistency and comparability in fair value measurements, there are three levels of the fair value hierarchy:\n\n●Level 1: contains the use of unadjusted quoted prices in active markets for identical assets or liabilities\n\n●Level 2: inputs are other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly\n\n●Level 3: inputs are based on unobservable market data\n\nIf the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.\n\nSCHMID recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.\n\n**Post-employment benefits**\n\nSCHMID granted a defined benefit pension to Christian Schmid. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.\n\nRemeasurements, comprising actuarial gains and losses, are recognized immediately in the statement of financial position with a corresponding debit or credit in Other comprehensive income (“OCI”) in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.\n\nNet interest is calculated by applying the discount rate to the net defined benefit liability. SCHMID recognizes the changes in the net defined benefit obligation under OCI.\n\nFor defined contribution plans, contributions are withheld from employees’ wages and salaries and contributions are made by SCHMID to publicly or privately administered pension insurance plans. SCHMID has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.\n\n**Revenue Recognition**\n\nThe Company records revenue in accordance with IFRS 15 “Revenue from Contracts with Customers”. The core principle of the guidance requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the Company expects to be entitled to exchange for those goods or services. This guidance defines a five-step process to achieve this core principle and, in doing so, judgment and estimates are required within the revenue recognition process including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Revenue amounts are presented net of discounts.\n\nF-16\n\n[Table of Contents](#TOC)\n\nRevenue from sales of machines and spare parts is recognized at the point in time when the customer obtains control over the products sold upon delivery. Sales of machines sometimes include installation services and extended warranty services which, when requested, are priced as a bundle. However, when sold together, these promises qualify as separate performance obligations as they are capable of being distinct and distinct within the context of the contract. The Company allocates transaction prices to these performance obligations based on their relative standalone selling price using a cost-plus margin approach. The respective revenue is recognized after the installation is complete, which is usually after a period of two to three weeks after delivery. Contracts for sales machines typically require payment at various times prior to and after delivery as follows: an installment payment upon receipt of order confirmation, an installment payment upon delivery and, when installation services are requested, a final payment after installation and customer acceptance of the services. Invoices are according to contractual terms typically payable within 30 – 90 days. Revenue from the sale of extended warranties is recognized overtime on a straight-line basis over the extended warranty period as there is no certain pattern of warranty cases over time and therefore, the benefit to the customer transfers ratably throughout the extension period.\n\nThe Company offers repair services, inspections and installations of modifications (“Services”), which are optional for customers and priced separately. When these promises are included in a contract with others, the Company considers these to be distinct performance obligations and allocates transaction prices based on their relative standalone selling price. Service revenue is recognized after the Company has satisfied the performance obligation by transferring the promised service to the customer, which is usually not more than a period of two to three weeks. Services are invoiced after the service has been rendered and according to contractual terms and are typically payable within 30 days.\n\nCertain of the Company’s contracts include the provision of development services over an extended period of up to three years (long-term development contracts). The Company develops machinery according to specific requirements provided by the Customer in exchange for nonrefundable consideration provided at fixed points throughout the contract and additional consideration based on the achievement of milestones.\n\nIn case of these long-term development contracts, revenue is recognized over time as these contracts meet the criteria of IFRS 15.35. Revenue resulting from fixed payments that the Company receives — which is not connected to defined results — is recognized on a straight-line basis over the term of the contract as the Company efforts and inputs needed are expected to be relatively consistent overtime. Moreover, the Company receives variable consideration at the completion of certain milestones. Due to the high degree of uncertainty with respect to such payments, these are not included in the transaction price recognized overtime and instead are recorded as revenue upon completion of the relevant milestone. If the advance payments invoiced/received exceed the services already provided, the overpayment will be recognized and disclosed under contract liabilities. A contract asset is recognized if the services rendered exceed the advance payments invoiced/received. If the right to consideration is unconditional, a contract asset becomes a trade receivable. This is the case if the due date of the consideration is only dependent on the passage of time. Impairments of contract assets are measured, recognized and disclosed on the same basis as financial assets within the scope of IFRS 9. SCHMID applies industry-standard payment terms when invoicing.\n\n**Inventories**\n\nSCHMID capitalizes and measures existing inventory at the lower of cost or net realizable value. The average cost method is used as the measurement standard for acquisition and production costs. The production costs include not only the direct unit costs but also an appropriate share of material and production overheads. Where necessary, impairments to reflect lower net realizable values as well as other inventory risks are recorded. An impairment loss is reversed, if the reasons for the write-down in the past no longer exist.\n\n**Government Grants**\n\nThe Company has received various government grants related to innovation projects encouraged by governmental authorities which generally reimburse a specified amount or proportion of the costs related to such projects either as cash payments or as reductions of tax liabilities. As these grants are not received in the course of normal trading transactions, these grants are treated as government grants in accordance with IAS 20. Government grants related to assets are recognized on the date on which the conditions for receipt of the grant are met and are deducted from the carrying amount of the asset; they are recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.\n\nGovernment grants related to costs incurred by SCHMID are recognized in profit or loss as other operating income in the period in which the Company recognizes as expenses the related costs to be compensated by the grants.\n\nF-17\n\n[Table of Contents](#TOC)\n\n**Interests in equity-accounted investees**\n\nThe Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.\n\nInterests in associates are accounted for under the equity method. They are initially recognized at cost, which includes transactions costs. After initial recognition, the consolidated financial statements include the Group’s share of profit or loss and OCI of equity-accounted investees, until the date on which significant influence ceases.\n\nWhere SCHMID’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, SCHMID does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealized gains on transactions between SCHMID and its equity method investees are eliminated to the extent of SCHMID’s interest in these entities. Unrealized losses are also eliminated unless the underlying transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by SCHMID.\n\n**New and amended standards adopted by SCHMID**\n\nThe Company has applied the following standards and amendments for the first time for its annual reporting period commencing January 1, 2025: Amendment to IAS 21 – Lack of Exchangeability\n\nThe amendment listed above did not have any material impact on the amounts recognized in prior periods and is not expected to significantly affect the current or future periods.\n\n**New Standards and Interpretations not yet adopted by SCHMID**\n\nThe new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of SCHMID’s financial statements are disclosed below. SCHMID intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.\n\n​\n\n​\n\n​\n\n​\n\n**Standard**\n\n**  ​ ​ ​**\n\n**Effective date**\n\nContracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7\n\n \n\n1/1/2026\n\nAnnual Improvements Volume 11\n\n​\n\n1/1/2026\n\nAmendments to the Classification and Measurement of Financial Instruments\n\n​\n\n1/1/2026\n\nIFRS 18 - Presentation and Disclosure in Financial Statements\n\n \n\n1/1/2027\n\n​\n\nIFRS 18 Presentation and Disclosure in Financial Statements\n\nIn April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes. IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.\n\nSCHMID is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.\n\nF-18\n\n[Table of Contents](#TOC)\n\n**5.**SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS\n\nThe preparation of SCHMID’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts. Management exercises its best judgment based upon its experience and the circumstances prevailing at that time. The estimates and assumptions are based on available information and conditions at the end of the financial period presented and are reviewed on an ongoing basis. Actual results may differ from these estimates under different assumptions and conditions and may materially affect the financial results or the financial position reported in future periods.\n\n**Accounting Judgments**\n\nDebt to equity swap\n\nIn 2024, SCHMID and XJ Harbour entered into an agreement to transfer the shares of the Company’s subsidiary SCHMID Technology (Guangdong) Co., Ltd. (STG) from XJ Harbour back to SCHMID in exchange for 1,406,361 shares in SCHMID and €30 million cash. In November 2025, due to the liquidity shortages of SCHMID experienced during 2025, the parties entered into agreements which resulted in an exchange of the remaining cash obligation of €22,666 thousand due to XJ Harbour for equity in SCHMID. Management has concluded, that at the date of the agreements, the cash payment obligation was substantially modified and therefore must be derecognized. The new liability to deliver shares of SCHMID to XJ Harbour has been recognized as of the closing date in November 2025 at fair value  (€54,846 thousand) as well as embedded derivative assets and liabilities resulting from a share price protection clause amounting to a net €2,156 thousand liability. See note 29 for further details.\n\n**Accounting Estimates**\n\nImpairment test\n\nAn impairment test on R&D costs capitalized on assets that are not yet ready for use is performed at each reporting date. For detailed information on key assumptions underlying recoverable amounts please see note 19. Intangible Assets.\n\nFinancial assets\n\nOur investment in Group14 shares, a private company whose share are not publicly traded, require significant estimates to determine the fair value of the Group14 shares. For further detail refer to note 22. Financial Assets.\n\n​\n\n**6.**SEGMENT AND GEOGRAPHIC INFORMATION\n\nIn accordance with IFRS 8, Operating Segments, the Company’s operating segments are based on the management approach. Accordingly, segments must be classified and disclosed based on the criteria used internally by the chief operating decision maker (CODM) for the allocation of resources and the evaluation of performance of the components of SCHMID. The Chief Executive Officer, who allocates resources and evaluates segment performance based on the reports regularly submitted to him is the CODM.\n\nAs the CODM examines the Company’s performance from a product perspective and has therefore identified two operating segments:\n\n(1)Technical equipment and processes includes mainly the sale of machines including installation and extended warranties.\n\n(2)Spare parts and services includes the sale of spare parts as well as services including repairs, modifications of machines and inspections.\n\nThe operating segments are also the reporting segments of the Company.\n\nThe performance of the operating segments is measured on the basis of revenue and Segment Adjusted EBITDA, as measured for management reporting purposes. The measure is defined as net profit (loss) calculated in accordance with IFRS Accounting Standards before financial result including result from at equity investments, taxes, depreciation and amortization.\n\nAssets are neither allocated to the operating segments nor regularly provided to the CODM.\n\nF-19\n\n[Table of Contents](#TOC)\n\nSCHMID’s key financial metrics by segment are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**Technical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n**equipment**\n\n​\n\n**Spare parts**\n\n​\n\n​\n\n​\n\n**management**\n\n​\n\n​\n\n**and processes**\n\n**  ​ ​ ​**\n\n**and services**\n\n**  ​ ​ ​**\n\n**Other**\n\n**  ​ ​ ​**\n\n**reporting**\n\nRevenues\n\n \n\n54,446\n\n \n\n11,885\n\n \n\n615\n\n \n\n66,945\n\nSegment adjusted EBITDA\n\n \n\n3,415\n\n \n\n2,261\n\n \n\n591\n\n \n\n6,267\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**Technical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n**equipment**\n\n​\n\n**Spare parts**\n\n​\n\n​\n\n​\n\n**management**\n\n​\n\n​\n\n**and processes**\n\n**  ​ ​ ​**\n\n**and services**\n\n**  ​ ​ ​**\n\n**Other**\n\n**  ​ ​ ​**\n\n**reporting**\n\nRevenues\n\n \n\n49,593\n\n \n\n11,192\n\n \n\n51\n\n \n\n60,836\n\nSegment adjusted EBITDA\n\n \n\n611\n\n \n\n2,459\n\n \n\n(77,527)\n\n \n\n(74,457)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\n​\n\n**Technical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n**equipment**\n\n​\n\n**Spare parts**\n\n​\n\n​\n\n​\n\n**management**\n\n**in € thousand**\n\n​\n\n**and processes**\n\n**  ​ ​ ​**\n\n**and services**\n\n**  ​ ​ ​**\n\n**Other**\n\n**  ​ ​ ​**\n\n**reporting**\n\nRevenues\n\n \n\n78,743\n\n \n\n11,503\n\n \n\n—\n\n \n\n90,246\n\nSegment adjusted EBITDA\n\n \n\n12,872\n\n \n\n3,787\n\n \n\n22,440\n\n \n\n39,099\n\n​\n\nThe column “Other” includes costs related to head office and group services as well as certain effects not directly attributable to the operating segments.\n\nFor the year ended December 31, 2025 the column “Other” include legal and consulting expenses (€3,390 thousand) and G&A costs like insurances and salaries (€6,149 thousand). The income in “Other” is mainly due to the waiver with debtor warrant which was granted for €5,000 thousand and the income from currency conversion of €5,100 thousand.\n\nIn 2024, the expense in “Other” is mainly due to the share listing expense amounting to €71,631 thousand as well as other cost associated with the listing (€ 1,765 thousand), legal and consulting (€3,607 thousand) as well as general and administration costs (€3,250 thousand).\n\nIn the financial year ended December 31, 2023 the column “Other” includes costs related to head office and group services as well as certain effects not directly attributable to the operating segments. In 2023, the income in “Other” is mainly due to the reversal of the impairment of the Silicon receivables (€21.375 thousand) and the gain resulting from bonus payments relating to disposals of several entities (€ 4,700 thousand) and reversal of impairment of shareholder loan (€1,418 thousand). In addition, the column “Other” include costs associated with the listing (€5,410 thousand), G&A costs like salaries and insurances (€2,207 thousand) and compensation (€1,875 thousand).\n\nReconciliation from total Segment Adjusted EBITDA to income (loss) for the period according to IFRS:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Total segment adjusted EBITDA**\n\n** **\n\n**6,267**\n\n** **\n\n**(74,457)**\n\n** **\n\n**39,099**\n\nFinancial result\n\n \n\n(72,178)\n\n \n\n(3,824)\n\n \n\n9,594\n\nAmortization and depreciation\n\n \n\n(4,824)\n\n \n\n(7,315)\n\n \n\n(6,904)\n\nShare of loss from equity method investees\n\n \n\n(406)\n\n \n\n—\n\n \n\n(1,057)\n\nIncome tax benefit (expense)\n\n​\n\n41\n\n​\n\n1,492\n\n​\n\n(2,778)\n\n**Net income (loss) for the period**\n\n** **\n\n**(71,100)**\n\n** **\n\n**(84,104)**\n\n** **\n\n**37,953**\n\n​\n\nF-20\n\n[Table of Contents](#TOC)\n\nRevenue can be split into the following geographical areas:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nGreater China\n\n \n\n25,702\n\n \n\n16,480\n\n \n\n16,942\n\nUSA\n\n \n\n19,770\n\n \n\n22,207\n\n \n\n17,522\n\nGermany\n\n \n\n4,154\n\n \n\n3,819\n\n \n\n9,577\n\nEMEA w/o Germany\n\n​\n\n9,841\n\n​\n\n12,728\n\n​\n\n24,791\n\nRest of Asia w/o China\n\n​\n\n7,477\n\n​\n\n5,551\n\n​\n\n21,370\n\nRest of the World\n\n​\n\n2\n\n​\n\n49\n\n​\n\n44\n\n**Total**\n\n** **\n\n**66,945**\n\n** **\n\n**60,836**\n\n** **\n\n**90,246**\n\n​\n\nThe revenues are presented based on the location of the customer receiving the service or goods. In 2025, no customer had a revenue share of more 10% individually of the total revenues.\n\nThere are three customers in 2024 with a revenue share of more than 10% individually of the total revenues. The revenue with the first customer amounts to €7,866 thousand (2023: €17,649 thousand), €6,500 thousand for the second customer (2023: €16,361 thousand) and €6,232 thousand for the third customer (2023: €12,280 thousand). Revenue for these three customers is recognized within both the “Technical equipment and processes” and “Spare parts and services” operating segments.\n\nNon-current assets are distributed among geographical areas as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nGermany\n\n \n\n28,058\n\n \n\n25,833\n\nChina\n\n \n\n966\n\n \n\n1,741\n\nOther\n\n \n\n471\n\n \n\n460\n\n**Total**\n\n** **\n\n**29,495**\n\n** **\n\n**28,034**\n\n​\n\nThe non-current assets include property, plant and equipment as well as intangible assets.\n\n​\n\n**7.**REVENUE FROM CONTRACTS WITH CUSTOMERS AND COST OF SALES\n\nThe split of SCHMID revenues according to types of sales categories is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nTechnical equipment and processes1\n\n \n\n54,446\n\n \n\n47,443\n\n \n\n77,554\n\nSpare Parts\n\n \n\n7,767\n\n \n\n8,976\n\n \n\n9,722\n\nService2\n\n \n\n4,117\n\n \n\n3,971\n\n \n\n1,781\n\nOther\n\n \n\n615\n\n \n\n446\n\n \n\n1,189\n\n**Total**\n\n** **\n\n**66,945**\n\n** **\n\n**60,836**\n\n** **\n\n**90,246**\n\n(1)Included within the “Technical equipment and processes” category is revenue from the sale and installation of machines, long-term development and extended warranties.\n\n(2)Included within the “Services” category is revenue from repair services, installations of modifications and inspections.\n\nRevenue recognized at a point in time was €65,789 thousand, €51,232 thousand and €81,761 thousand for the fiscal years ended December 31, 2025, 2024 and 2023, respectively. Revenue recognized over time was €1,157 thousand, €9,603 thousand and €8,485 thousand for the fiscal years ended December 31, 2025, 2024 and 2023, respectively.\n\nAt the end of fiscal year 2025, SCHMID had contract liabilities in connection with the sale of machines, spare parts and installations resulting from prepayments made by customers of €13,555 (December 31, 2024: €11,284 thousand). The services provided by SCHMID and the timing of payments made by the customer during the contract term may differ. In those cases, the contract is recognized in the Consolidated Statements of Financial Position as either a contract asset or a contract liability. Apart from contract liabilities in connection with customer prepayments, SCHMID has in past period recognized long-term development contracts over time, which led to a recognition of contract assets. No contract assets existed as of December 31, 2025 and 2024.\n\nF-21\n\n[Table of Contents](#TOC)\n\nChanges to contract liabilities for years ended December 31, 2025 and 2024 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Balance at January 1**\n\n** **\n\n**11,284**\n\n** **\n\n**17,931**\n\nSales revenues included in contractual liabilities at the beginning of the period\n\n \n\n(11,153)\n\n \n\n(17,769)\n\nIncrease due to customer payments received\n\n \n\n13,425\n\n \n\n11,121\n\n**Balance at December 31**\n\n** **\n\n**13,555**\n\n** **\n\n**11,284**\n\n​\n\nAt the end of fiscal year 2025, the Order Backlog for the machine sales amounts to €50,886 thousand (December 31, 2024: €27,713 thousand,December 31, 2023: €48,651 thousand). All order backlog is expected to be realized within 12 months.\n\nOrder Backlog represents the goods or services contractually committed by customers but not delivered/provided as of the date of the statement of financial position.\n\nSCHMID’s cost of sales include the following cost types:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nPersonnel expenses\n\n \n\n(17,983)\n\n \n\n(17,545)\n\n \n\n(16,690)\n\nMaterial expenses\n\n \n\n(24,911)\n\n \n\n(21,821)\n\n \n\n(35,767)\n\nDepreciation/amortization\n\n \n\n(3,006)\n\n \n\n(5,209)\n\n \n\n(4,904)\n\nOther expenses\n\n \n\n(5,028)\n\n \n\n(4,217)\n\n \n\n(6,488)\n\n**Total cost of sales**\n\n** **\n\n**(50,928)**\n\n** **\n\n**(48,791)**\n\n** **\n\n**(63,849)**\n\n​\n\nOther expenses include a variety of positions such as cost for outward freight, production-related short-term leases and facility costs.\n\n​\n\n**8.**SELLING EXPENSES\n\nSelling expenses consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nPersonnel expenses\n\n \n\n(8,938)\n\n \n\n(8,720)\n\n \n\n(8,295)\n\nLegal and consulting fees\n\n \n\n(449)\n\n \n\n(528)\n\n \n\n(834)\n\nSales Commission\n\n \n\n(462)\n\n \n\n(1,309)\n\n \n\n(241)\n\nDistribution related external administration\n\n \n\n(741)\n\n \n\n(747)\n\n \n\n(1,537)\n\nAdvertisement\n\n \n\n(595)\n\n \n\n(678)\n\n \n\n(649)\n\nOther expenses\n\n \n\n(813)\n\n \n\n(913)\n\n \n\n(1,021)\n\n**Total selling expenses**\n\n** **\n\n**(11,999)**\n\n** **\n\n**(12,895)**\n\n** **\n\n**(12,577)**\n\n​\n\nDistribution-related external administration comprises costs including utilities, insurance, travel expenses or expenses for short-term leases. Other expenses include mainly depreciation.\n\nSales Commission expenses in 2024 include €900 thousand compensation from a settlement agreement with a former sales agent.\n\n​\n\nF-22\n\n[Table of Contents](#TOC)\n\n**9.**GENERAL ADMINISTRATION EXPENSES\n\nGeneral administrative expenses consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nPersonnel expenses\n\n \n\n(4,451)\n\n \n\n(4,344)\n\n \n\n(4,131)\n\nLegal and consulting fees\n\n \n\n(3,391)\n\n \n\n(4,567)\n\n \n\n(4,401)\n\nExternal administrative expenses\n\n \n\n(2,333)\n\n \n\n(1,716)\n\n \n\n(965)\n\nOther administrative expenses\n\n \n\n(1,229)\n\n \n\n(1,165)\n\n \n\n(3,042)\n\n**Total administrative expenses**\n\n** **\n\n**(11,404)**\n\n** **\n\n**(11,792)**\n\n** **\n\n**(12,538)**\n\n​\n\nExternal administrative expenses include costs such as utilities, insurance, travel expenses, or expenses for short-term leases. Other administrative expenses in 2024 and 2023 mainly include other fees and expenses due to the Business Combination concluded in 2024. For the year 2025, the other administrative expenses include, among other items, board remuneration, miscellaneous fees and charges and fringe benefits.\n\n​\n\n**10.**RESEARCH AND DEVELOPMENT EXPENSES\n\nR&D expenses that do not fulfill the recognition criteria according to IAS 38 consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nPersonnel expenses\n\n \n\n(87)\n\n \n\n(1,029)\n\n \n\n(1,504)\n\nDepreciation/amortization\n\n \n\n(1,294)\n\n \n\n(1,423)\n\n \n\n(1,817)\n\nLegal and consulting fees\n\n \n\n(316)\n\n \n\n(379)\n\n \n\n(587)\n\nR&D related external administration\n\n \n\n(894)\n\n \n\n(917)\n\n \n\n(957)\n\nOther research and development expenses\n\n \n\n(191)\n\n \n\n(227)\n\n \n\n(283)\n\n**Total research and development expenses**\n\n** **\n\n**(2,781)**\n\n** **\n\n**(3,974)**\n\n** **\n\n**(5,148)**\n\n​\n\nR&D related external administration comprises allocated costs such as utilities, insurance, travel expenses or expenses for short-term leases.\n\n​\n\n**11.**OTHER INCOME\n\nOther income consists of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nIncome from SES transaction\n\n​\n\n—\n\n​\n\n3,703\n\n​\n\n—\n\nOther miscellaneous income\n\n​\n\n5,923\n\n​\n\n5,315\n\n​\n\n3,815\n\nForeign currency gains\n\n \n\n6,294\n\n \n\n—\n\n \n\n2,969\n\nBonus payments\n\n \n\n—\n\n \n\n—\n\n \n\n9,200\n\n**Total other income**\n\n** **\n\n**12,217**\n\n** **\n\n**9,018**\n\n** **\n\n**15,985**\n\n​\n\nOther miscellaneous income in 2025 includes government grants related to income in an amount of €381 thousand as well as income from the derecognition of €4,988 thousand liabilities that were waived by shareholders in 2025. For further detail refer to note 29. Non-current and current financial liabilities.\n\n​\n\nThe foreign currency gains for the financial year ended December 31, 2025 are mainly related to USD denominated liabilities.\n\n​\n\nAs of January 1, 2024, SCHMID acquired the remaining shares in the former at-equity participation SES. The majority of the shares have been transferred to a third-party investor in 2024 resulting in a gain of €3,703 thousand. For further detail refer to note 35. Equity method investments.\n\nF-23\n\n[Table of Contents](#TOC)\n\nOther miscellaneous income for the financial year ended December 31, 2024 includes income of the derecognition of liabilities as they have expired due to the statute of limitations at the amount of €2,194 thousand, government grants related to income amounting to €550 thousand and research allowances under the Act on Tax Incentives for Research and Development (Research Allowance Act - FZulG) amounting to €319 thousand.\n\nOther miscellaneous income in 2023 includes a gain resulting from a cancelled sale and leaseback agreement with a third party (€1,875 thousand for the fiscal year ended December 31, 2023) as well as government grants related to income in an amount of €356 thousand for the fiscal year ended December 31, 2023. The grants are received in cash to compensate for expenses incurred in relation to research projects. In addition, other miscellaneous income includes income from asset disposals, mainly from the sale and leaseback transaction (€508 thousand).\n\nOne part of the bonus payments in 2023 is comprised of the Silicon exit bonus of €4,700 thousand. In March 2023, a Stock Purchase Agreement (hereinafter referred to as “SPA”) was entered into to sell Schmid Silicon Technology Holding GmbH and subsidiaries (hereinafter referred to as “the Silicon Group”) to the Group14. Prior to the closing of the SPA on June 29, 2023, the Silicon Group was a related party of SCHMID and controlled by Christian Schmid (hereinafter referred to as “CS”), one of the owners of SCHMID. The proceeds from the sale of the Silicon Group were, among other things, used to repay the shareholder loan between CS and SCHMID. The proceeds from the shareholder loan were used to repay certain borrowings of SCHMID.\n\n●Additionally, receivables from the Silicon Group which had been impaired in 2017 by SCHMID became recoverable as a result of the SPA resulting in an impairment reversal of €21,375 thousand.\n\n●Also, as part of the SPA, certain liabilities of the Silicon Group due to SCHMID were settled with the transfer of shares of Group14 to SCHMID valued at €17,664 thousand.\n\n●Based on an agreement reached between CS, the Silicon Group and SCHMID in 2021, SCHMID was granted a bonus payment (hereinafter referred to as “Silicon exit bonus”) to be paid upon a successful sale of the Silicon Group to a third party. The Silicon exit bonus of €4,700 thousand was determined based on 5% of the net proceeds (after repayment of third-party debt) received from a sale.\n\n●In June 2023, CS repaid the shareholder loan to SCHMID with a total cash amount of €70,000 thousand.\n\n●The expected credit loss of €1,418 thousand was therefore reversed.\n\nThe other part is an exit bonus related to Montratec. In 2018, the Company sold one of its subsidiaries, Montratec GmbH, to Montratec Sarl. The underlying stock purchase agreement included a clause on potential exit events, which requires Montratec Sarl to pay SCHMID up to €4,500 thousand (hereinafter referred to as “Montratec exit bonus”) upon a future exit of Montratec Sarl from Montratec GmbH. Additionally, SCHMID entered into a guarantee agreement with Schmid Grundstücke GmbH& Co. KG (referred to as “SGG”), an entity jointly controlled by shareholders of SCHMID, wherein SGG would reimburse the difference between the exit sale consideration actually received from Montratec Sarl and €4,500 thousand (hereinafter referred to as “Montratec guarantee”) in the event that the exit sale consideration is below €4,500 thousand. As a remuneration for this guarantee, SCHMID was required to pay SGG an amount equal to 1.5% p.a. of the €4,500 thousand per year until an exit event would occur. SCHMID was informed in April 2023 about this exit event, i.e. that Montratec GmbH was sold by Montratec Sarl in April 2023 which resulted in an exit bonus of €3,954 thousand being owed by Montratec Sarl to SCHMID and €546 thousand being owed by SGG. The bonus from Montratec has been received in cash during 2023, the payment from SGG has been netted with payables of SCHMID against SGG.\n\n​\n\n**12.**OTHER EXPENSES\n\nOther expenses consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nForeign currency losses\n\n \n\n(375)\n\n \n\n(2,347)\n\n \n\n(2,388)\n\nOther taxes\n\n \n\n(149)\n\n \n\n(130)\n\n \n\n(166)\n\nLoss on disposal of assets\n\n \n\n(38)\n\n \n\n—\n\n \n\n—\n\nMiscellaneous other items\n\n \n\n(44)\n\n \n\n(87)\n\n \n\n(65)\n\n**Total other expenses**\n\n** **\n\n**(607)**\n\n** **\n\n**(2,564)**\n\n** **\n\n**(2,620)**\n\n​\n\n​\n\nF-24\n\n[Table of Contents](#TOC)\n\n**13.****SHARE LISTING EXPENSE**\n\nIn 2024, the Pegasus Merger led to a Share listing expense. SCHMID Group N.V. issued shares with a fair value of €68 million to Pegasus shareholders, comprised of the fair value of SCHMID Group N.V. shares, that were issued to Pegasus shareholders of €9.61 ($10.30) per share (Pegasus closing price as of April 30, 2024). In exchange, SCHMID Group N.V received the identifiable net assets held by Pegasus, which had a fair value upon closing of minus €3.5 million, comprising of investments held in Pegasus trust account partly offset by current liabilities by Pegasus in the amount of €9.3 million, deferred underwriting commissions and financial liabilities in the amount of €7.5 million and liabilities of €5.3 million for the 21 million Pegasus Warrants considering a fair value of the warrants of €0.2519 per warrant (price of Pegasus Warrants at Closing of the Pegasus Merger in EUR; closing price in USD as the denominated currency was $0.27). The excess of the fair value of the equity instruments issued over the fair value of the identified net assets contributed, represents a non-cash expense in accordance with IFRS 2. This one-time expense as a result of the Pegasus Merger, in the amount of €71.6 million, is recognized as Share listing expense within the Consolidated Statement of Profit or Loss. Details of the calculation of the Share listing expense are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n**  ​ ​ ​**\n\n**2024**\n\nShares to be issued by TopCo to Pegasus\n\n \n\nA\n\n \n\n7,087\n\nPegasus closing price as of April 30, 2024\n\n \n\nB\n\n \n\n9.61\n\nFair value of shares deemed issued (AxB)\n\n \n\nC\n\n \n\n68.106\n\nPegasus net assets\n\n \n\nD\n\n \n\n(3,529)\n\n**Excess of Fair value of shares over Pegasus’s net assets acquired (C - D)**\n\n \n\n  ​\n\n** **\n\n**71,630**\n\n​\n\nUpon closing of the Pegasus Merger, Pegasus Warrants were converted into SCHMID Group N.V. Warrants. The financial liability for the SCHMID Group N.V. Warrants is accounted for at fair value through profit and loss. The fair value of warrants decreased from €0.25 per warrant as of April 30, 2024 to €0.24 per warrant as of December 31, 2024. The result is a decrease in fair value of warrant liabilities of €0.2 million for 2024. As of December 31, 2025 the fair value of the warrant liabilities is €26.1 million (€1.24 per warrant).\n\n**14.**IMPAIRMENT REVERSAL OF FINANCIAL ASSETS\n\nThe Reversals of impairments of financial assets includes the following amounts:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nReversal of receivables from the Silicon Group\n\n \n\n—\n\n \n\n—\n\n \n\n21,375\n\nReversal of impairment of shareholder loan (included in trade and other receivables)\n\n \n\n—\n\n \n\n—\n\n \n\n1,418\n\nOther\n\n \n\n—\n\n \n\n20\n\n \n\n(97)\n\n**Total**\n\n** **\n\n**—**\n\n** **\n\n**20**\n\n** **\n\n**22,696**\n\n​\n\nIn March 2023, a Stock Purchase Agreement (hereinafter referred to as “SPA”) was entered into to sell SCHMID Silicon Technology Holding GmbH and subsidiaries (hereinafter referred to as “the Silicon Group”) to Group14. Receivables from the Silicon Group which had been impaired in 2017 became recoverable as a result of the SPA resulting in an impairment reversal of €21,375 thousand. For further information on the Silicon Group impairment reversal refer to note 11. Other income.\n\nF-25\n\n[Table of Contents](#TOC)\n\n**15.**FINANCIAL RESULT\n\nFinancial result includes the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Finance income**\n\n** **\n\n**66**\n\n** **\n\n**1,888**\n\n** **\n\n**19,685**\n\nthereof fair value changes of warrants\n\n \n\n—\n\n \n\n1,028\n\n \n\n—\n\nthereof interest income and similar proceeds\n\n \n\n66\n\n \n\n860\n\n \n\n3,883\n\nthereof gain from loan extinguishment\n\n \n\n—\n\n \n\n—\n\n \n\n15,802\n\n**Finance expenses**\n\n** **\n\n**(72,244)**\n\n** **\n\n**(5,712)**\n\n** **\n\n**(10,091)**\n\nthereof fair value changes of warrants and derivatives\n\n​\n\n(25,920)\n\n​\n\n**—**\n\n​\n\n**—**\n\nthereof modification loss XJ Harbour Set-off agreement\n\n​\n\n(34,337)\n\n​\n\n**—**\n\n​\n\n**—**\n\nthereof change in estimate XJ host liability\n\n​\n\n(8,451)\n\n​\n\n​\n\n​\n\n​\n\nthereof interest portion of lease payments\n\n \n\n(585)\n\n \n\n(641)\n\n \n\n(103)\n\nthereof interest expense\n\n \n\n(2,951)\n\n \n\n(5,071)\n\n \n\n(9,988)\n\n**Financial result**\n\n** **\n\n**(72,178)**\n\n** **\n\n**(3,824)**\n\n** **\n\n**9,594**\n\n​\n\nThe fair value changes of warrants in 2025 and 2024 result from the change of the warrant liability that was part of the Business combination in 2024  and fair value changes of embedded derivatives in several debt agreements (see note 29. Non-current and current financial liabilities).\n\nFor the modification loss XJ Harbour Set-off agreement see note 29. Non-current and current financial liabilities.\n\nInterest income includes in 2023 the interest received on loans, mainly the shareholder loan. For further information on the extinguishment, see note 29. Non-current and current financial liabilities.\n\nInterest expenses are mainly resulting from financial liabilities and are recognized based on the effective interest method and the additional payment for the debt fund during 2023.\n\n​\n\n**16.**PROFIT (LOSS) IN EQUITY METHOD INVESTMENTS\n\nThe loss in 2025 result from the share of loss from the equity method investee located in Germany.\n\nThe loss in 2023 resulted from a capital contribution in the Company’s former equity method investee located in Saudi Arabia. The capital contribution was immediately expensed due to the existence of accumulated losses incurred by the investee which had not been previously recorded in the consolidated financial statements.\n\n​\n\n**17.**INCOME TAXES\n\nIncome taxes recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Current income tax (expense) / income**\n\n** **\n\n**416**\n\n​\n\n**(372)**\n\n** **\n\n**(1,044)**\n\nthereof prior years\n\n \n\n(51)\n\n​\n\n(356)\n\n \n\n168\n\n**Deferred income tax (expense) / income**\n\n** **\n\n**(375)**\n\n​\n\n**1,864**\n\n** **\n\n**(1,735)**\n\nthereof from temporary differences\n\n \n\n(1,035)\n\n​\n\n5,008\n\n \n\n(1,853)\n\nthereof from tax loss carryforwards\n\n \n\n660\n\n​\n\n3,144\n\n \n\n118\n\n**Total income tax (expense) / income**\n\n** **\n\n**41**\n\n​\n\n**1,492**\n\n** **\n\n**(2,778)**\n\n​\n\nSCHMID’s statutory income tax rate in Germany for the years ended December 31, 2025, 2024 and 2023 was 29.125%. This income tax rate comprises a corporate income tax rate of 15%, a solidarity surcharge of 0.825%, and a trade tax rate of 13.3%. At non-German SCHMID companies, the respective country-specific income tax rates were used for the calculation of current and deferred taxes.\n\nF-26\n\n[Table of Contents](#TOC)\n\nThe following table presents the reconciliation of expected income taxes and reported effective income taxes. Expected income taxes were determined by multiplying consolidated profit before tax by SCHMID’s applicable income tax rate:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n** **\n\n**Income (loss) before income taxes**\n\n \n\n**(72,994)**\n\n​\n\n**(85,596)**\n\n \n\n**40,732**\n\n​\n\nApplicable income tax rate\n\n \n\n29.125\n\n%  \n\n29.125\n\n%  \n\n29.125\n\n%\n\n**Expected income tax (expense) / income**\n\n** **\n\n**21,260**\n\n​\n\n**24,930**\n\n** **\n\n**(11,863)**\n\n​\n\nForeign tax rate differential\n\n \n\n218\n\n​\n\n48\n\n \n\n891\n\n​\n\nNon-deductible expenses\n\n \n\n(14,173)\n\n​\n\n(19,503)\n\n \n\n(2,833)\n\n​\n\nTax-free income\n\n \n\n218\n\n​\n\n1,064\n\n \n\n1,263\n\n​\n\nChange in valuation allowance from temporary differences and tax loss carryforwards\n\n \n\n(7,621)\n\n​\n\n(4,032)\n\n \n\n3,598\n\n​\n\nNon-recognition or utilization of unrecognized interest carryforwards\n\n \n\n(521)\n\n​\n\n(555)\n\n \n\n333\n\n​\n\nOther reconciling items\n\n \n\n660\n\n​\n\n(460)\n\n \n\n168\n\n​\n\n**Effective income tax (expense) / benefit**\n\n** **\n\n**41**\n\n​\n\n**1,492**\n\n** **\n\n**(2,778)**\n\n​\n\nEffective tax rate in %\n\n​\n\n0.06\n\n%  \n\n1.74\n\n%  \n\n6.82\n\n%\n\n​\n\nThe effect resulting from the tax rate change is related to the corporate income tax rate reduction in Germany.\n\n​\n\nThe deferred tax assets (“DTA”) and deferred tax liabilities (“DTL”) relate to the following line items of the Consolidated Statement of Financial Position are summarized below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**DTA**\n\n**  ​ ​ ​**\n\n**DTL**\n\n**  ​ ​ ​**\n\n**DTA**\n\n  ​ ​ ​\n\n**DTL**\n\nIntangible assets\n\n​\n\n1,538\n\n​\n\n(4,711)\n\n​\n\n1,775\n\n​\n\n(4,181)\n\nProperty, plant and equipment including right-of-use assets\n\n​\n\n20\n\n​\n\n(1,728)\n\n​\n\n55\n\n​\n\n(2,279)\n\nFinancial assets\n\n​\n\n—\n\n​\n\n(188)\n\n​\n\n—\n\n​\n\n(17)\n\nOthers\n\n​\n\n—\n\n​\n\n(419)\n\n​\n\n64\n\n​\n\n—\n\n**Non-current assets**\n\n** **\n\n**1,558**\n\n​\n\n**(7,045)**\n\n​\n\n**1,893**\n\n** **\n\n**(6,477)**\n\nInventories\n\n \n\n1,853\n\n​\n\n(145)\n\n​\n\n2,492\n\n \n\n—\n\nTrade receivables and other receivables\n\n \n\n249\n\n​\n\n(464)\n\n​\n\n165\n\n \n\n(327)\n\nOther current assets\n\n \n\n27\n\n​\n\n—\n\n​\n\n4\n\n \n\n—\n\nCash and cash equivalents\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(276)\n\nOther current financial assets\n\n​\n\n—\n\n​\n\n(103)\n\n​\n\n—\n\n​\n\n(66)\n\n**Current assets**\n\n** **\n\n**2,129**\n\n​\n\n**(712)**\n\n​\n\n**2,660**\n\n** **\n\n**(669)**\n\nNon-current financial liabilities\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n \n\n(5)\n\nProvisions for pensions\n\n \n\n55\n\n​\n\n—\n\n​\n\n84\n\n \n\n—\n\nNon-current provisions\n\n \n\n—\n\n​\n\n(184)\n\n​\n\n—\n\n \n\n(158)\n\nNon-current lease liabilities\n\n \n\n1,892\n\n​\n\n—\n\n​\n\n2,326\n\n \n\n—\n\nOthers\n\n​\n\n—\n\n​\n\n(49)\n\n​\n\n1\n\n​\n\n(129)\n\n**Non-current liabilities**\n\n** **\n\n**1,947**\n\n​\n\n**(233)**\n\n​\n\n**2,411**\n\n** **\n\n**(292)**\n\nCurrent financial liabilities\n\n \n\n1\n\n​\n\n—\n\n​\n\n983\n\n \n\n—\n\nCurrent contract liabilities\n\n \n\n53\n\n​\n\n(2,586)\n\n​\n\n105\n\n \n\n(2,293)\n\nTrade payables and other liabilities\n\n \n\n1,136\n\n​\n\n(489)\n\n​\n\n278\n\n \n\n(22)\n\nOther current liabilities\n\n \n\n1,551\n\n​\n\n(6)\n\n​\n\n1,244\n\n \n\n—\n\nCurrent lease liabilities\n\n​\n\n230\n\n​\n\n—\n\n​\n\n226\n\n​\n\n—\n\nCurrent provisions\n\n​\n\n5\n\n​\n\n(839)\n\n​\n\n—\n\n​\n\n(1,909)\n\n**Current liabilities**\n\n** **\n\n**2,977**\n\n​\n\n**(3,919)**\n\n​\n\n**2,836**\n\n** **\n\n**(4,224)**\n\nTax loss carryforwards (CIT)\n\n \n\n2,139\n\n​\n\n—\n\n​\n\n1,857\n\n \n\n—\n\nTax loss carryforwards (Trade tax)\n\n \n\n1,511\n\n​\n\n—\n\n​\n\n1,168\n\n \n\n—\n\nTax loss carryforwards (Other income tax)\n\n​\n\n1\n\n​\n\n—\n\n​\n\n2\n\n​\n\n—\n\n**Deferred taxes (before offsetting)**\n\n​\n\n**12,262**\n\n​\n\n**(11,910)**\n\n​\n\n**12,828**\n\n​\n\n**(11,662)**\n\nOffsetting\n\n​\n\n(9,945)\n\n​\n\n9,945\n\n​\n\n(10,144)\n\n​\n\n10,144\n\n**Deferred taxes (after offsetting)**\n\n​\n\n**2,317**\n\n​\n\n**(1,965)**\n\n​\n\n**2,684**\n\n​\n\n**(1,518)**\n\n​\n\nF-27\n\n[Table of Contents](#TOC)\n\nReconciliation of deferred taxes:\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**net**\n\n**December 31, 2023**\n\n \n\n**(1,846)**\n\nRecognized in P/L\n\n \n\n1,864\n\nRecognized in OCI\n\n \n\n13\n\nRecognized in Equity\n\n \n\n1,031\n\nRecognized in currency translation adjustments\n\n \n\n104\n\n**December 31, 2024**\n\n \n\n**1,166**\n\nRecognized in P/L\n\n \n\n(375)\n\nRecognized in OCI\n\n \n\n(12)\n\nRecognized in Equity\n\n \n\n(219)\n\nRecognized in currency translation adjustments\n\n \n\n(207)\n\n**December 31, 2025**\n\n \n\n**352**\n\n​\n\nThe OCI movement of deferred taxes is entirely attributed to “Provisions for pensions” and the equity movement is mainly attributed to transaction costs (IAS 32.35).\n\n​\n\nNo deferred tax assets were recognized for the following tax attributes (gross):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**in € thousand**\n\n​\n\n**Tax Base**\n\n​\n\n**Tax Base**\n\n**  ​ ​ ​**\n\n**Tax Base**\n\nDeductible temporary differences\n\n \n\n52,560\n\n​\n\n22,730\n\n \n\n41,498\n\nTax loss carryforwards (CIT)\n\n \n\n125,687\n\n​\n\n124,018\n\n \n\n91,405\n\nTax loss carryforwards (Trade tax)\n\n \n\n89,051\n\n​\n\n88,897\n\n \n\n49,147\n\nInterest carryforwards\n\n \n\n38,814\n\n​\n\n36,927\n\n \n\n35,229\n\n​\n\nThe maturities of the tax loss carryforwards for which no deferred tax assets were recognized are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**in € thousand**\n\n​\n\n**Tax Base**\n\n​\n\n**Tax Base**\n\n​\n\n**Tax Base**\n\nUp to 5 years\n\n \n\n2,426\n\n​\n\n3,646\n\n \n\n2,685\n\nUp to 10 years\n\n \n\n2,122\n\n​\n\n4,688\n\n \n\n1,772\n\nUp to 15 years\n\n \n\n823\n\n​\n\n2,348\n\n \n\n4,508\n\nUnlimited\n\n \n\n248,181\n\n​\n\n239,160\n\n \n\n131,586\n\n​\n\nThe reported tax loss and interest carryforwards mainly relate to the German SCHMID entities and can be carried forward indefinitely (German minimum taxation rules and interest stripping rules apply), however, they may be subject to restrictions of the German change in ownership rules (Sec. 8c Körperschaftsteuergesetz) going forward.\n\nMost of SCHMID’s non-German entities neither have any taxable temporary difference exceeding deductible temporary differences, nor a positive profit-forecast and nor any tax planning opportunities and documentation available that could partly support the recognition of these tax attributes as deferred tax assets. On this basis, SCHMID has determined that it cannot recognize deferred tax assets on the majority of tax attributes carried forward.\n\nTaxable temporary differences associated with investments in entities, branches and associates and interests in joint arrangements in the amount of €615 thousand as of December 31, 2025 (December 31, 2024: €483 thousand, December 31, 2023: €935 thousand) have not been recognized.\n\nDeferred tax assets exceeding deferred tax liabilities in the amount of €2,317 thousand as of December 31, 2025 (December 31, 2024: €2,684 thousand, December 31, 2023: €522 thousand) for companies that generated a loss in the current or previous period were recognized as these are considered to be recoverable based on the positive profit for financial year 2026.\n\nF-28\n\n[Table of Contents](#TOC)\n\n**18.**EARNINGS PER SHARE\n\nBasic earnings per share is calculated by dividing the profit or loss for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.\n\nDiluted earnings per share is calculated by adjusting the profit or loss attributable to ordinary equity holders of the Company and the weighted average number of shares in issue during the year for the effects of all dilutive potential ordinary shares.\n\nThe following table reflects the net income (loss) and share data used in the basic and diluted EPS calculations:\n\n**Basic and diluted earnings per share**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n​\n\n**  ​ ​ ​**\n\n**in €**\n\n​\n\n**in €**\n\n**  ​ ​ ​**\n\n**in €**\n\n**Total basic and diluted earnings per share attributable to the ordinary equity holders of the company**\n\n** **\n\n**(1.87)**\n\n​\n\n**(2.41)**\n\n** **\n\n**1.28**\n\n​\n\n**Reconciliations of earnings used in calculating earnings per share**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousands**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nProfit / (Loss) from continuing operations as presented in the statement of profit or loss\n\n​\n\n(71,042)\n\n​\n\n(84,111)\n\n​\n\n36,868\n\n​\n\n**Weighted average number of shares used as the denominator**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nWeighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share\n\n​\n\n38,062,427\n\n​\n\n34,935,357\n\n​\n\n28,725,000\n\n​\n\nThe 1,250,000 potentially dilutive shares from the agreement with Black Forest have not been included in the calculation of diluted earnings per share as they are anti-dilutive for the year ended December 31, 2025. Please refer to Note 29. Non-current and current financial liabilities for further information.\n\n**Warrant liabilities**\n\nWarrants granted to the original shareholders of Pegasus SPAC are considered to be potential ordinary shares. The warrants are in connection with the merger of Pegasus SPAC into Merger Sub Corp, a wholly owned subsidiary of SCHMID Group N.V. in 2024. SCHMID Group N.V. issued 21 million private warrants in replacement of the 21 million Pegasus warrants still outstanding on the closing date.\n\nThe warrants have not been included in the calculation of diluted earnings per share from their date of issue (30 April 2024), because they are anti-dilutive for the year ended December 31, 2025 and 2024. The warrants could potentially dilute basic earnings per share in the future.\n\n**Earnout Shares**\n\n5,000,000 SCHMID N.V. shares are issuable pursuant to the Earnout Agreement and are considered to be potential ordinary shares. The shares are conditional upon share price increases and there are no service conditions that are required to be met. The conditions are as follows: 50% (2,500,000) of the earnout shares shall vest upon the occurrence of the share price being greater than $15.00 for a period of more than 20 days out of 30 consecutive trading days after the Closing Date within 3 years, the remaining 50% of the earnout shares shall vest upon the occurrence of the share price being greater than $18.00 for a period of more than 20 days out of 30 consecutive trading days after the Closing Date within 3 years. They would have been included in the determination of diluted earnings per share if the required vesting conditions would have been met based on the share price increases up to the reporting date and to the extent to which they are dilutive. The earnout shares have not been included in the determination of the basic earnings per share.\n\nF-29\n\n[Table of Contents](#TOC)\n\n**19.**INTANGIBLE ASSETS\n\nIntangible assets comprise the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Development**\n\n**  ​ ​ ​**\n\n**Patents and **\n\n​\n\n​\n\n**in € thousand**\n\n​\n\n**Costs**\n\n​\n\n**licenses**\n\n​\n\n**Total**\n\n**Costs of acquisition**\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n  ​\n\n**1/1/2025**\n\n** **\n\n**29,597**\n\n** **\n\n**1,540**\n\n​\n\n**31,137**\n\nAdditions\n\n \n\n4,869\n\n \n\n1\n\n​\n\n4,870\n\nForeign exchange differences\n\n \n\n(23)\n\n \n\n(94)\n\n​\n\n(117)\n\n**12/31/2025**\n\n \n\n34,444\n\n \n\n1,447\n\n​\n\n35,891\n\n**Accumulated amortization/write downs**\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\n**1/1/2025**\n\n** **\n\n**(15,243)**\n\n** **\n\n**(952)**\n\n​\n\n**(16,196)**\n\n**Amortization**\n\n \n\n**(2,328)**\n\n \n\n**(216)**\n\n​\n\n**(2,544)**\n\nForeign exchange differences\n\n \n\n23\n\n \n\n87\n\n​\n\n110\n\n**12/31/2025**\n\n** **\n\n(17,548)\n\n** **\n\n(1,081)\n\n​\n\n(18,629)\n\n**Carrying amount:**\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\n**1/1/2025**\n\n** **\n\n**14,354**\n\n** **\n\n**588**\n\n​\n\n**14,941**\n\n**12/31/2025**\n\n** **\n\n**16,895**\n\n** **\n\n**366**\n\n​\n\n**17,262**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Development**\n\n**  ​ ​ ​**\n\n**Patents and**\n\n**  ​ ​ ​**\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Costs**\n\n**  ​ ​ ​**\n\n**licenses**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Costs of acquisition**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**1/1/2024**\n\n** **\n\n**25,729**\n\n** **\n\n**1,372**\n\n** **\n\n**27,102**\n\nAdditions\n\n \n\n3,878\n\n \n\n129\n\n \n\n4,008\n\nDisposals/Retirements\n\n** **\n\n(1)\n\n \n\n—\n\n \n\n(1)\n\nForeign exchange differences\n\n \n\n(10)\n\n \n\n38\n\n \n\n28\n\n**12/31/2024**\n\n \n\n29,597\n\n \n\n1,540\n\n \n\n31,137\n\n**Accumulated amortization/write downs**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2024**\n\n** **\n\n**(11,452)**\n\n** **\n\n**(684)**\n\n** **\n\n**(12,136)**\n\n**Amortization**\n\n** **\n\n**(3,801)**\n\n** **\n\n**(364)**\n\n** **\n\n**(4,166)**\n\nDisposals/Retirements\n\n \n\n—\n\n \n\n131\n\n \n\n131\n\nForeign exchange differences\n\n \n\n10\n\n \n\n(36)\n\n \n\n(26)\n\n**12/31/2024**\n\n** **\n\n**(15,243)**\n\n** **\n\n**(952)**\n\n** **\n\n**(16,196)**\n\n**Carrying amount:**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2024**\n\n** **\n\n**14,278**\n\n** **\n\n**689**\n\n** **\n\n**14,966**\n\n**12/31/2024**\n\n** **\n\n**14,354**\n\n** **\n\n**588**\n\n** **\n\n**14,941**\n\n​\n\nDevelopment costs represent internally generated intangible assets related to process and manufacturing technologies for various industries such as printed circuit board (“PCB”), substrate manufacturing, photovoltaics, and glass and energy storage, wet processes (horizontal, vertical and single panel) and vacuum processes. Patents and licenses include software licenses, licenses for the use of know-how and acquired patents.\n\nImpairment test on development cost\n\nAt each balance sheet date SCHMID performs an impairment test on development costs that are capitalized but not yet ready for use. The impairment test is performed on a Cash Generating Unit (“CGU”) level. The recoverable amount of the CGU that includes these development costs (the entity using those technologies) was estimated based on the present value of the future cashflows expected to be derived from the CGU (fair value less cost to sell), using a pre-tax discount rate of 11.42% (December 31, 2024: 12.59%). The recoverable amount of the CGU was estimated to be higher than its carrying amount and no impairment was required. In the event of a change in the key assumptions in the single-digit percentage range, sufficient headroom remains.\n\n​\n\nF-30\n\n[Table of Contents](#TOC)\n\n**20.**PROPERTY, PLANT AND EQUIPMENT\n\nProperty, plant and equipment is comprised of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Land,**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**buildings and**\n\n​\n\n**Technical**\n\n​\n\n**Office and**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**leasehold**\n\n​\n\n**equipment and**\n\n​\n\n**other**\n\n​\n\n**Assets under**\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**improvements**\n\n**  ​ ​ ​**\n\n**machinery**\n\n**  ​ ​ ​**\n\n**equipment**\n\n**  ​ ​ ​**\n\n**construction**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Costs of acquisition or construction:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**1/1/2025**\n\n** **\n\n**235**\n\n** **\n\n**16,509**\n\n** **\n\n**15,968**\n\n** **\n\n**470**\n\n** **\n\n**33,182**\n\nAdditions\n\n \n\n94\n\n \n\n190\n\n \n\n159\n\n \n\n1,043\n\n \n\n1,487\n\nDisposals/Retirements\n\n \n\n—\n\n \n\n(583)\n\n \n\n(43)\n\n \n\n—\n\n \n\n(625)\n\nForeign exchange differences\n\n \n\n(1)\n\n \n\n(186)\n\n \n\n(165)\n\n \n\n—\n\n \n\n(354)\n\n**12/31/2025**\n\n** **\n\n**328**\n\n** **\n\n**15,928**\n\n** **\n\n**15,920**\n\n** **\n\n**1,513**\n\n** **\n\n**33,690**\n\n**Accumulated depreciation:**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2025**\n\n** **\n\n**739**\n\n** **\n\n**(14,496)**\n\n** **\n\n**(14,145)**\n\n** **\n\n**—**\n\n** **\n\n**(27,902)**\n\nDepreciation\n\n \n\n(860)\n\n \n\n192\n\n \n\n(484)\n\n \n\n—\n\n \n\n(1,151)\n\nDisposals/Retirements\n\n \n\n—\n\n \n\n544\n\n \n\n43\n\n \n\n—\n\n \n\n586\n\nForeign exchange differences\n\n \n\n1\n\n \n\n156\n\n \n\n124\n\n \n\n—\n\n \n\n281\n\n**12/31/2025**\n\n** **\n\n**(121)**\n\n** **\n\n**(13,604)**\n\n** **\n\n**(14,461)**\n\n** **\n\n**—**\n\n** **\n\n**(28,186)**\n\n**Carrying amount:**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2025**\n\n** **\n\n**973**\n\n** **\n\n**2,013**\n\n** **\n\n**1,824**\n\n** **\n\n**470**\n\n** **\n\n**5,280**\n\n**12/31/2025**\n\n** **\n\n**207**\n\n** **\n\n**2,324**\n\n** **\n\n**1,459**\n\n** **\n\n**1,513**\n\n** **\n\n**5,503**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Land,**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**buildings and**\n\n​\n\n**Technical**\n\n​\n\n**Office and**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**leasehold**\n\n​\n\n**equipment and**\n\n​\n\n**other**\n\n​\n\n**Assets under**\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**improvements**\n\n**  ​ ​ ​**\n\n**machinery**\n\n**  ​ ​ ​**\n\n**equipment**\n\n**  ​ ​ ​**\n\n**construction**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Costs of acquisition or construction:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**1/1/2024**\n\n** **\n\n**220**\n\n** **\n\n**16,330**\n\n** **\n\n**15,386**\n\n** **\n\n**513**\n\n** **\n\n**32,449**\n\nAdditions\n\n \n\n14\n\n \n\n278\n\n \n\n774\n\n \n\n53\n\n \n\n1,120\n\nDisposals/Retirements\n\n \n\n—\n\n \n\n(184)\n\n \n\n(253)\n\n \n\n(96)\n\n \n\n(533)\n\nForeign exchange differences\n\n \n\n—\n\n \n\n86\n\n \n\n61\n\n \n\n—\n\n \n\n147\n\n**12/31/2024**\n\n** **\n\n**235**\n\n** **\n\n**16,509**\n\n** **\n\n**15,968**\n\n** **\n\n**470**\n\n** **\n\n**33,182**\n\n**Accumulated depreciation:**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2024**\n\n** **\n\n**(71)**\n\n** **\n\n**(13,314)**\n\n** **\n\n**(13,359)**\n\n** **\n\n**—**\n\n** **\n\n**(26,744)**\n\nDepreciation\n\n \n\n(21)\n\n \n\n(653)\n\n \n\n(803)\n\n \n\n—\n\n \n\n(1,477)\n\nDisposals/Retirements\n\n \n\n831\n\n \n\n(461)\n\n \n\n61\n\n \n\n—\n\n \n\n432\n\nForeign exchange differences\n\n \n\n—\n\n \n\n(68)\n\n \n\n(44)\n\n \n\n—\n\n \n\n(113)\n\n**12/31/2024**\n\n** **\n\n**739**\n\n** **\n\n**(14,496)**\n\n** **\n\n**(14,145)**\n\n** **\n\n**—**\n\n** **\n\n**(27,902)**\n\n**Carrying amount:**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**1/1/2024**\n\n** **\n\n**149**\n\n** **\n\n**3,016**\n\n** **\n\n**2,027**\n\n** **\n\n**513**\n\n** **\n\n**5,704**\n\n**12/31/2024**\n\n** **\n\n**973**\n\n** **\n\n**2,013**\n\n** **\n\n**1,824**\n\n** **\n\n**470**\n\n** **\n\n**5,280**\n\n​\n\nProperty, plant and equipment includes right-of-use assets amounting to €6,730 thousand as of December 31, 2025 (December 31, 2024: €7,812 thousand). For further information see note 21. Leases.\n\n​\n\nF-31\n\n[Table of Contents](#TOC)\n\n**21.**LEASES\n\nLessee accounting\n\nSCHMID’s lease obligations primarily relate to rights to buildings mainly for its office, R&D and production premises as well as to leased vehicles. The carrying amounts of right-of-use assets recognized and the movements during the period were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Real Estate**\n\n**  ​ ​ ​**\n\n**Vehicles**\n\n**  ​ ​ ​**\n\n**Total**\n\n**1/1/2024**\n\n** **\n\n**8,697**\n\n** **\n\n**365**\n\n** **\n\n**9,063**\n\nAdditions / (De-recognition) to right-of-use assets\n\n \n\n(121)\n\n \n\n489\n\n \n\n367\n\nDepreciation\n\n \n\n(1,354)\n\n \n\n(293)\n\n \n\n(1,647)\n\nForeign exchange differences\n\n \n\n30\n\n \n\n(1)\n\n \n\n29\n\n**12/31/2024**\n\n** **\n\n**7,253**\n\n** **\n\n**560**\n\n** **\n\n**7,812**\n\nAdditions/(De-recognition) to right-of-use assets\n\n \n\n326\n\n \n\n220\n\n \n\n547\n\nDepreciation\n\n \n\n(1,256)\n\n \n\n(285)\n\n \n\n(1,541)\n\nForeign exchange differences\n\n \n\n(71)\n\n \n\n(17)\n\n \n\n(88)\n\n**12/31/2025**\n\n** **\n\n**6,253**\n\n** **\n\n**478**\n\n** **\n\n**6,730**\n\n​\n\nSince 2023 SCHMID has a sale and leaseback contract with Schmid Grundstücke GmbH Co. KG, an entity controlled by Mrs. Schmid, for production facility and office buildings in Freudenstadt. The purchase price was €11,400 thousand. The lease term is 10 years with an option to extend for up to 15 additional years. A lease payment of €100 thousand (excl. VAT) is due in advance each month. As the sale and leaseback was concluded with a related party, the interest rate implicit in the lease of 6.58% was used.\n\nFor other leases SCHMID cannot readily determine the interest rate implicit in the leases, therefore, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that SCHMID would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBRs used by SCHMID are calculated based on the risk-free rate, individual country risk premiums of underlying country and credit spread. The weighted average IBR on December 31, 2025 is 6.76% (2024: 6.65%).\n\nThere are no variable lease payments resulting from indexed rental payments or other variable rental components. The carrying amounts of lease liabilities and the movements during the period were as follows:\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Lease Liability**\n\n**1/1/2024**\n\n** **\n\n**10,886**\n\nAdditions\n\n \n\n306\n\nInterest\n\n \n\n655\n\nPayments\n\n \n\n(2,184)\n\nForeign exchange difference\n\n \n\n32\n\n**12/31/2024**\n\n** **\n\n**9,694**\n\nAdditions\n\n \n\n461\n\nInterest\n\n \n\n586\n\nPayments\n\n \n\n(2,098)\n\nForeign exchange difference\n\n \n\n(94)\n\n**12/31/2025**\n\n** **\n\n**8,550**\n\n​\n\nThe consolidated statement of profit or loss and other comprehensive income (loss) included the following amounts of lease related expense:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nDepreciation of right of-use assets\n\n \n\n(1,540)\n\n​\n\n(1,649)\n\n \n\n(779)\n\nInterest expense on lease liabilities\n\n \n\n(585)\n\n​\n\n(641)\n\n \n\n(103)\n\nShort-term lease expenses\n\n \n\n(290)\n\n​\n\n(371)\n\n \n\n(383)\n\nLease expenses for low-value assets\n\n \n\n(75)\n\n​\n\n(40)\n\n \n\n(7)\n\n**Total amount recognized in expense**\n\n** **\n\n**(2,490)**\n\n​\n\n**(2,701)**\n\n** **\n\n**(1,273)**\n\n​\n\nF-32\n\n[Table of Contents](#TOC)\n\nThe below table provides information on the total cash outflow from all leases during the year:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nPrincipal paid\n\n \n\n(1,513)\n\n​\n\n(1,543)\n\n \n\n(715)\n\nInterest paid\n\n \n\n(585)\n\n​\n\n(641)\n\n \n\n(103)\n\nShort term and low value leases\n\n \n\n(364)\n\n​\n\n(411)\n\n \n\n(391)\n\n**Total amount paid**\n\n** **\n\n**(2,462)**\n\n​\n\n**(2,596)**\n\n** **\n\n**(1,209)**\n\n​\n\nThe below table shows a maturity analysis of undiscounted lease payments for which a right-of-use asset and lease liability were recognized:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n≤ 1 year\n\n \n\n1,902\n\n \n\n2,029\n\n> 1 ≤ 2 years\n\n \n\n1,452\n\n \n\n1,755\n\n> 2 ≤ 5 years\n\n \n\n3,733\n\n \n\n3,778\n\n> 5 years\n\n \n\n3,600\n\n \n\n4,800\n\n**Gross lease liabilities – minimum lease payments**\n\n** **\n\n**10,688**\n\n** **\n\n**12,361**\n\nDiscount and foreign currency effects\n\n \n\n(2,138)\n\n \n\n(2,667)\n\n**Present value of the lease liabilities**\n\n** **\n\n**8,550**\n\n** **\n\n**9,694**\n\n​\n\nLessor accounting\n\nA part of the office and laboratories buildings located at the headquarter are leased to a related party under an operating lease with rent payable on a monthly basis. Lease income from the operating lease where SCHMID is a lessor is recognized in other income on a straight-line basis over the lease term. The lease income per month amounts to €10 thousand and does not include variable lease payments that depend on an index or rate. The lease contract was fixed until March 31, 2022 and is automatically renewed each year for another 12 months if none of the parties terminates the agreement. As a result, the minimum lease payments to be received are €115 thousand in 2025 (2024 : €115 thousand, 2023: €115 thousand). The asset underlying the lease contract is included in property, plant and equipment.\n\nIn addition, SCHMID is party to a sublease contract for an office building. SCHMID leases the office from a third party and subleases it to a related party. The lease-out is categorized as operating lease and has an indefinite lease term with a termination option for both parties of six months. The lease income per month amounts to €3 thousand and does not include variable lease payments that depend on an index or rate.\n\n​\n\n**22.**FINANCIAL ASSETS\n\nIn August 2025, outstanding receivables of €7,833 thousand against Christian Schmid and Schmid Verwaltungs GmbH were settled through the transfer of shares in Group14 Technologies Inc, a company that develops and manufactures silicon‑carbon anode technology for lithium‑ion batteries used in electric vehicles, consumer electronics, and energy storage. Group14 Technologies Inc is a private company. The Company used publicly available data to derive an assumption for the fair value of the shares as of December 31, 2025. The fair value of the shares transferred were €8,584 thousand and exceeded the value of the receivable by €751 thousand. Such difference was recorded as an increase to capital reserves in the consolidated statement of changes in equity. As of December 31, 2025 the fair value of the shares is €8,478 thousand.\n\nAlso included in financial assets is a derivative resulting from the XJ Harbour Set-off agreement amounting to €7,713 thousand. For more detailed information refer to note 29. Non-current and current financial liabilities.\n\n​\n\nF-33\n\n[Table of Contents](#TOC)\n\n**23.**INVENTORIES\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nRaw materials and supplies\n\n \n\n3,543\n\n \n\n4,136\n\nWork in progress\n\n \n\n9,147\n\n \n\n6,317\n\nFinished goods\n\n \n\n5,423\n\n \n\n5,281\n\n**Inventories**\n\n** **\n\n**18,112**\n\n** **\n\n**15,734**\n\n​\n\nIn fiscal year 2025, write-downs of €1,847 thousand (2024: €538 thousand, 2023: €1,052 thousand) were recognized. Total reversals of impairment losses amounted to €1,073 thousand in the fiscal year 2025 (2024: €0 thousand, 2023: €83 thousand). The amount of inventories recognized as an expense (Cost of sales) during 2025 is €23,221 thousand (2024: €15,507 thousand, 2023: €25,026 thousand.\n\n​\n\n**24.**TRADE RECEIVABLES AND OTHER RECEIVABLES\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nTrade receivables\n\n \n\n28,865\n\n \n\n24,704\n\nReceivables from equity method investees\n\n \n\n4,435\n\n \n\n4,207\n\nReceivables from shareholder\n\n​\n\n—\n\n​\n\n4,711\n\nOther receivables\n\n \n\n353\n\n \n\n4,599\n\n**Total trade and other receivables**\n\n** **\n\n**33,653**\n\n** **\n\n**38,221**\n\n​\n\nTrade receivables have a residual term of less than one year. Receivables from equity investees refer to SCHMID Avaco Korea, Co. Ltd and SCHMID Energy Systems GmbH.\n\nThe decrease in the other receivables in 2025 mainly result from the payment of the Silicon exit bonus of €4,700 thousand that was to be paid after the successful sale of the Silicon Group to the Group14. The receivables were settled through the transfer of shares in Group14 Technologies, Inc. For further information see note 25. Other Current Assets.\n\n​\n\n**25.**OTHER CURRENT ASSETS\n\nOther current non-financial assets are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nPrepaid expenses\n\n \n\n2,021\n\n \n\n1,899\n\nAdvance payments on inventories\n\n \n\n1,897\n\n \n\n1,097\n\nRestricted cash\n\n \n\n0\n\n \n\n59\n\n**Total other current non-financial assets**\n\n** **\n\n**3,918**\n\n** **\n\n**3,054**\n\n​\n\nRestricted cash refers to bank accounts that are used as securities for customer prepayments, mainly in China. Changes within the restricted cash have been disclosed within the operating cashflow.\n\nAs of December 31, 2025, the prepaid expenses mainly comprise prepaid expenses for insurance expenses of €1,617 thousand (December 31, 2024: €1,500 thousand).\n\n​\n\n**26.**CASH & CASH EQUIVALENTS\n\nCash and cash equivalents include cash as well as deposits on bank accounts amounting to €1,574 thousand as of December 31, 2025 (December 31, 2024: €3,791 thousand).\n\n​\n\nF-34\n\n[Table of Contents](#TOC)\n\n**27.**EQUITY\n\nOrdinary Shares have a par value of €0.01. The number of authorized shares as of December 31, 2025 amounts to 66,723,559 shares and the number of outstanding shares as of December 31, 2025 amounts to 43,062,427, unchanged from December 31, 2024. The total share capital amounts to €431 thousand. The number of issued shares as of December 31, 2025 amounts to 44,135,963, including 1,073,536 shares that were issued to SCHMID Avaco Korea Co. Ltd. under an agreement but were not registered with the SEC and therefore not included in the outstanding shares. Since the shares were not registered by January 31, 2026, as provided for in the agreement, the share transaction was canceled in 2026.\n\nThe capital reserves amount to €114,980 thousand.\n\nOther reserves comprise loss carried forward, net profit/loss for the year, remeasurement of defined benefit obligation and currency translation differences.\n\nNon-controlling interest contains the equity, profit/loss carried forward and currency translation differences relating to the minority shareholders of SCHMID.\n\n​\n\n**28.**NON-CONTROLLING INTEREST\n\nNon-controlling interests relate to SCHMID Singapore Pte. Ltd. (10.00%) and SCHMID Taiwan Ltd. (13.95%).\n\nIn 2024, SCHMID and XJ Harbour entered into an agreement to transfer the shares of the Company’s subsidiary SCHMID Technology (Guangdong) Co., Ltd. (STG) from XJ Harbour back to SCHMID in exchange for 1,406,361 shares in SCHMID and €30 million cash. The non-controlling interests are reduced in 2024 for the full number of shares to be transferred because SCHMID irrevocably agreed to purchase the shares from XJ Harbour. Consistent with IAS 32, the obligation was recognized as a financial liability (measured at present value of the redemption amount), with corresponding adjustment recorded in equity. Accordingly as of December 31, 2024 and December 31, 2025, no non-controlling interests are recognized in STG.\n\nThe net assets attributable to NCI are €652 thousand (2024: €742 thousand).\n\n​\n\n**29.**NON-CURRENT AND CURRENT FINANCIAL LIABILITIES\n\nThe following table shows an overview of the financial liabilities of SCHMID as of December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Non-current**\n\n**  ​ ​ ​**\n\n**Current**\n\nLoans from banks\n\n \n\n1,191\n\n \n\n1,232\n\nBlack forest term loan facility\n\n​\n\n574\n\n​\n\n—\n\nOther third party loans\n\n​\n\n2,200\n\n​\n\n3,114\n\nLoans from shareholders\n\n​\n\n21,000\n\n​\n\n4,611\n\nLoans from other related parties\n\n​\n\n11,000\n\n​\n\n8,634\n\n**Total debt**\n\n​\n\n**35,965**\n\n​\n\n**17,591**\n\nBlack forest term loan facility (derivative)\n\n​\n\n—\n\n​\n\n5,290\n\nXJ Harbour Set-off agreement\n\n​\n\n9,459\n\n​\n\n64,267\n\nWarrants\n\n \n\n26,094\n\n \n\n—\n\n**Total financial liabilities**\n\n** **\n\n**71,518**\n\n** **\n\n**87,148**\n\n​\n\nF-35\n\n[Table of Contents](#TOC)\n\nThe following table shows an overview of the financial liabilities of SCHMID as of December 31, 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**Non-current**\n\n**  ​ ​ ​**\n\n**Current**\n\nLoans from banks\n\n \n\n—\n\n \n\n2,219\n\nXJ Harbour share purchase liability\n\n \n\n—\n\n \n\n23,539\n\nOther third party loans\n\n \n\n2,000\n\n \n\n3,008\n\nLoans from shareholders\n\n \n\n21,000\n\n \n\n8,694\n\nLoans from other related parties\n\n \n\n14,000\n\n \n\n2,973\n\n**Total debt**\n\n** **\n\n**37,000**\n\n** **\n\n**40,433**\n\nWarrants\n\n \n\n5,053\n\n \n\n—\n\n**Total financial liabilities**\n\n** **\n\n**42,053**\n\n** **\n\n**40,433**\n\n​\n\n**Loans from banks**\n\nThe current loans from banks relate to a long-standing overdraft facility held by Gebr. SCHMID GmbH with a local bank in Germany. The non-current loans from banks relate to a new bank loan granted to STG by a Chinese bank.\n\n**Black forest term loan facility**\n\nThe Company signed a secured two-tranche term loan facility with a total commitment value of up to €10 million with the lender Black Forest Special Situations I (“Black Forest”), a Cayman Islands incorporated vehicle on December 16, 2025. The lender is backed by a consortium that includes the Company’s chairman of the Board, Sir Ralf Speth, members of the Board of directors of the Company, its CFO Arthur Schuetz, and third-party investment and advisory professionals. The first tranche consisted of €2.5 million, which were paid out on December 18, 2025. The book value of the loan amounts to €574 thousand. In addition, the conversion option amounts to €1,746 thousand as is accounted for as FVTPL.\n\nThe lender has a conversion right under the term loan facility, which is exercisable at a share price of USD 2.15 into shares of the Company between six months after the draw down of the first tranche and the date of the term loan facility’s maturity, which is 15 months after the first tranche draw down.\n\nThe second tranche payment has not been executed and is no longer expected by the Company. The term loan facility has a 15% p.a. interest rate with interest payable at maturity, unless the conversion right is exercised and interest is also converted into shares of the Company.\n\nIn connection with the drawdown of the first tranche under the facility agreement, the Company granted the lender incentive share options as additional consideration for providing the financing. The options entitle the lender to acquire a fixed number of 1,250,000 ordinary shares of the Company at an exercise price of USD 4.1956 per share and have a maturity of five years. At grant date, the share price was USD 4.31.\n\nAs of December 31, 2025 the options are recognized with a fair value of €5.3 million. Given the parameters of the share options, especially the volatility of the share price, the first time recognition resulted in a day 1 loss amounting to €3.5 million. The day 1 loss will be amortized over the term loan facility’s maturity (15 months), unless it is repaid earlier.\n\n**XJ****Harbour****Set-off agreement**\n\nAs of December 31, 2023, XJ Harbour held a 24.1% equity interest in the registered capital of SCHMID Technology (Guangdong) Co., Ltd. (STG), a SCHMID subsidiary. In 2024, SCHMID and XJ Harbour have entered into an agreement to transfer the shares of the Company’s subsidiary STG from XJ Harbour back to SCHMID in exchange for shares in SCHMID and cash. Due to liquidity shortages the financial difficulties of SCHMID experienced during 2025, the parties entered into a subscription agreement and a set-off agreement with XJ Harbour to settle the outstanding liabilities resulting from the share buyback. Under the subscription and set‑off agreement, SCHMID agreed to issue ordinary shares to XJ Harbour at a fixed issue price of USD 2.15 per share to set off the outstanding claims including interest accrued until the share transfer, with no cash consideration. The transaction was accounted for as a debt to equity swap. The original cash-settled financial liability of €22.666 thousand was derecognized on the signing date of the agreement and a share liability was recognized with a fair value of €54,846 thousand. The resulting loss amounting to €34,337 thousand has been recognized as finance expense. Any subsequent changes of the new obligation until settlement due to changes in estimate regarding the share price as of settlement date are recognized as finance expense. As of December 31, 2025, the liability without the embedded derivatives described in the following paragraph has a book value of €64,267 thousand.\n\nF-36\n\n[Table of Contents](#TOC)\n\nThe agreement also includes a share price protection clause that requires SCHMID to issue additional shares to XJ Harbour should the average selling price of the shares realized by XJ Harbour fall below USD 2.15 per share. However, the amount of compensation due in the form of additional shares is subject to a cap which sets a limit on the number of compensation shares required to be issued, if any. Those two features have been identified as embedded derivatives in the contract. The share protection clause has been recognized as a liability whereas the cap on the share price protection clause has been recognized as an asset.\n\nFair value changes from those derivatives are recognized in finance expense. The book and fair value of the share price protection clause is €9,459 thousand whereas the corresponding cap is recognized as a non-current financial asset amounting to €7,713 thousand.\n\n**Other third party loans**\n\nTwo of the third party loans refer to a loans from one individual not related to SCHMID. One of the loan of €2 million is due end of 2026. The term is automatically extended by a further year if the contract is not terminated 6 months before expiry. Interest is floating at 3 months EURIBOR plus 1% margin. In December 2025, the company received a second loan of €0.2 million from the same individual. The loan matures on June 30, 2027 and bears fixed interest of 5%.\n\n**Loans from shareholders**\n\nThe loans from shareholders of €21 million are due end of 2027. The term is automatically extended by a further year if the contract is not terminated 6 months before expiry. Interest is floating at 3 months EURIBOR plus 1% margin. SCHMID entered into an agreement after the balance sheet date to set off those liabilities by issuing share. For further details see note 38. Events after the reporting period.\n\n**Loans from other related parties**\n\nThe loan from related parties is provided by SCHMID Grundstücke GmbH & Co. KG, which is an entity controlled by a related party. For further details please refer to note 37. Related Party Disclosures. The €11 million are due end of 2026. The term is automatically extended by a further year if the contract is not terminated 6 months before expiry. Interest is floating at 3 months EURIBOR plus 1% margin. For further details see note 38. Events after the reporting period.\n\n**Warrants**\n\nUpon the Business Combination in 2024, public warrants (“Public Warrants”) and warrants that were issued in a private placement transaction (“Private Warrants”) were assigned as former Pegasus warrants to SCHMID warrants. The terms of the Public Warrants and Private Warrants remain unchanged following the assignment. As of December 31, 2025, all warrants were outstanding.\n\nThe Public Warrants and the Private Warrants give the holder the right, but not the obligation, to subscribe to SCHMID’s shares at a fixed or determinable price for a specified period of time subject to the provision of the Warrant Agreement. The Warrants became exercisable 30 days after the consummation of the Business Combination. The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption, liquidation or expiration in accordance with their terms. The Private Warrants are not redeemable by SCHMID as long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by holders other than the initial purchaser or their permitted transferees, the Private Warrants are redeemable by SCHMID and exercisable by such holders on the same basis as the Public Warrants.\n\n​\n\nF-37\n\n[Table of Contents](#TOC)\n\n**30.**OTHER PROVISIONS\n\nMovement in provisions during the year is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n**  ​ ​ ​**\n\n**Additions**\n\n**  ​ ​ ​**\n\n**Utilization**\n\n**  ​ ​ ​**\n\n**Reclassification**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\nWarranty provision\n\n \n\n211\n\n \n\n—\n\n \n\n—\n\n \n\n(83)\n\n \n\n128\n\nJubilee provision\n\n \n\n134\n\n \n\n—\n\n \n\n(8)\n\n \n\n—\n\n \n\n126\n\n**Total non-current provisions**\n\n** **\n\n**345**\n\n** **\n\n**—**\n\n** **\n\n**(8)**\n\n** **\n\n**(83)**\n\n** **\n\n**254**\n\nWarranty provision\n\n \n\n39\n\n \n\n—\n\n \n\n—\n\n \n\n83\n\n \n\n122\n\nProvision for legal claims\n\n \n\n9\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n9\n\nOther provisions\n\n \n\n136\n\n \n\n165\n\n \n\n(17)\n\n \n\n—\n\n \n\n285\n\n**Total current provisions**\n\n** **\n\n**184**\n\n** **\n\n**165**\n\n** **\n\n**(17)**\n\n** **\n\n**83**\n\n** **\n\n**415**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Reversal of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**unused**\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2023**\n\n**  ​ ​ ​**\n\n**Additions**\n\n**  ​ ​ ​**\n\n**Utilization**\n\n**  ​ ​ ​**\n\n**amounts**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nWarranty provision\n\n \n\n238\n\n \n\n—\n\n \n\n(27)\n\n \n\n—\n\n \n\n211\n\nJubilee provision\n\n \n\n(2)\n\n \n\n169\n\n \n\n(34)\n\n \n\n—\n\n \n\n134\n\n**Total non-current provisions**\n\n** **\n\n**237**\n\n \n\n**169**\n\n** **\n\n**(61)**\n\n \n\n—\n\n** **\n\n**345**\n\nWarranty provision\n\n \n\n225\n\n \n\n250\n\n \n\n(374)\n\n \n\n(62)\n\n \n\n39\n\nProvision for legal claims\n\n \n\n53\n\n \n\n—\n\n \n\n(40)\n\n \n\n(4)\n\n \n\n9\n\nOther provisions\n\n \n\n695\n\n \n\n170\n\n \n\n(700)\n\n \n\n(28)\n\n \n\n136\n\n**Total current provisions**\n\n** **\n\n**973**\n\n** **\n\n**420**\n\n** **\n\n**(1,115)**\n\n** **\n\n**(94)**\n\n** **\n\n**184**\n\n​\n\n​\n\n**31.**POST-EMPLOYMENT BENEFITS\n\nDefined contribution plans\n\nSCHMID’s expenses for defined contribution plans were €1,840 thousand for the year ended 2025 (2024: €1,752 thousand, 2023: €1,677 thousand). No assets or liabilities are recognized in SCHMID’s balance sheet in respect of such plans, apart from regular prepayments and accruals of the contributions withheld from employees’ wages and salaries and of SCHMID’s contributions.\n\nDefined benefit plan\n\nCorporate post-retirement benefits are provided by SCHMID in Germany through a defined benefit plan with one beneficiary who is also a related party. The beneficiary was granted a fixed pension commitment in 2012 as part of a deferred compensation agreement in form of a lump-sum payment in the event of invalidity or reaching the age of 67. The Company has no plan assets in connection with the pension obligation.\n\nThe present value of the defined benefit obligation at the end of the fiscal year 2025 amounted to €969 thousand (December 31, 2024: €978 thousand, December 31, 2023: €894 thousand).\n\nReconciliation of the net defined benefit liability:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Net defined liability at January 1**\n\n \n\n**978**\n\n** **\n\n**894**\n\nDefined benefit income recognized in consolidated statement of profit or loss\n\n \n\n33\n\n \n\n36\n\nDefined benefit cost recognized in other comprehensive income\n\n \n\n(42)\n\n \n\n44\n\nReclassification of other liabilities\n\n​\n\n—\n\n​\n\n4\n\n**Net defined liability at December 31**\n\n \n\n**969**\n\n** **\n\n**978**\n\n​\n\nF-38\n\n[Table of Contents](#TOC)\n\nReconciliation of the amount recognized in the consolidated statement of financial position:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Employee benefit obligations recognized as of January 1**\n\n \n\n978\n\n \n\n894\n\nActuarial adjustments\n\n \n\n(43)\n\n \n\n44\n\nInterest expense\n\n \n\n34\n\n \n\n36\n\nReclassification of other liabilities\n\n \n\n—\n\n \n\n4\n\n**Employee benefit obligations recognized as of December 31**\n\n** **\n\n**969**\n\n** **\n\n**978**\n\n​\n\nThe expense recognized in the consolidated statements of profit or loss and other comprehensive income is as follows\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nActuarial (gains) / losses deriving from changes in financial assumptions\n\n \n\n43\n\n \n\n46\n\n \n\n(24)\n\nActuarial (gains) / losses deriving from experience adjustments\n\n \n\n(1)\n\n \n\n(2)\n\n \n\n(2)\n\n**Included in other comprehensive income**\n\n \n\n42\n\n \n\n44\n\n \n\n(26)\n\nInterest income\n\n \n\n34\n\n \n\n36\n\n \n\n33\n\n**Included in the consolidated statements of profit or loss**\n\n \n\n34\n\n \n\n36\n\n \n\n33\n\n**Total included in the consolidated statements of profit or loss and other comprehensive income (loss)**\n\n** **\n\n**76**\n\n** **\n\n**80**\n\n** **\n\n**7**\n\n​\n\nThe interest cost relating to the obligation is a component of the result from financing activities.\n\nThe following were the principal actuarial assumptions as of:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n** **\n\nDiscount rate\n\n \n\n4.0\n\n%  \n\n3.5\n\n%\n\n​\n\nDuration\n\nThe duration of the obligation is 10 years as of December 31, 2025 (December 31, 2024: 11 years).\n\n​\n\n​\n\nF-39\n\n[Table of Contents](#TOC)\n\n**32.****TRADE AND RELATED PARTY PAYABLES**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nTrade payables\n\n \n\n35,408\n\n \n\n27,822\n\nAssociated company payables\n\n \n\n2,663\n\n \n\n357\n\n**Total trade and related party payables**\n\n** **\n\n**38,071**\n\n** **\n\n**28,179**\n\n​\n\n​\n\n**33.**OTHER CURRENT LIABILITIES\n\nOther non-financial liabilities are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\nPersonnel related accruals\n\n \n\n4,621\n\n \n\n2,579\n\nTax related accruals\n\n \n\n992\n\n \n\n432\n\nAudit related accruals\n\n \n\n1,853\n\n \n\n2,400\n\nProduction related accruals\n\n​\n\n2,645\n\n​\n\n1,596\n\nLiabilities due to reorganization\n\n​\n\n—\n\n​\n\n2,809\n\nLegal and consulting fees\n\n​\n\n252\n\n​\n\n3,140\n\nMiscellaneous other current liabilities\n\n \n\n5,142\n\n \n\n4,557\n\n**Total other current liabilities**\n\n** **\n\n**15,505**\n\n** **\n\n**17,513**\n\n​\n\n​\n\nF-40\n\n[Table of Contents](#TOC)\n\n**34.**FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT\n\nCarrying Amounts and Fair Values\n\nThe following tables disclose the carrying amounts of each class of financial instruments together with its corresponding fair value and the aggregated carrying amount per category.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n  ​\n\n  ​ ​ ​\n\n  ​\n\n  ​ ​ ​\n\n**12/31/2025**\n\n**Financial instruments, analyzed by classes and categories**\n\n​\n\n​\n\n​\n\n**Carrying**\n\n​\n\n​\n\n​\n\n**Fair value**\n\n**in € thousand**\n\n​\n\n**Category**\n\n​\n\n**amount**\n\n​\n\n**Fair value**\n\n​\n\n**hierarchy**\n\n**Non-current financial assets**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nGroup14 shares\n\n \n\nFVTPL\n\n \n\n8,478\n\n \n\n8,478\n\n \n\nLevel 3\n\nXJ Harbour price protection cap derivative\n\n​\n\nFVTPL\n\n​\n\n7,713\n\n​\n\n7,713\n\n​\n\nLevel 3\n\nOther loans and investments\n\n \n\nAC\n\n \n\n3\n\n \n\nn/a\n\n \n\nn/a\n\nOther non-current financial assets\n\n \n\nAC\n\n \n\n9\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current financial assets**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade receivables and other receivables\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade receivables\n\n \n\nAC\n\n \n\n28,865\n\n \n\nn/a\n\n \n\nn/a\n\nReceivables from equity method investees\n\n \n\nAC\n\n \n\n4,435\n\n \n\nn/a\n\n \n\nn/a\n\nOther receivables\n\n​\n\nAC\n\n​\n\n353\n\n​\n\nn/a\n\n​\n\nn/a\n\nOther current assets\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nRestricted cash\n\n \n\nAC\n\n \n\n0\n\n \n\nn/a\n\n \n\nn/a\n\nCash and cash equivalents\n\n \n\nAC\n\n \n\n1,574\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current financial liabilities**\n\n \n\n  ​\n\n \n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nLoans from banks\n\n \n\nFLAC\n\n \n\n1,191\n\n \n\n—\n\n \n\nn/a\n\nBlack forest term loan facility\n\n​\n\nFLAC\n\n​\n\n574\n\n​\n\n—\n\n​\n\nn/a\n\nXJ Harbour price protection derivative\n\n​\n\nFVTPL\n\n​\n\n9,459\n\n​\n\n9,459\n\n​\n\nLevel 3\n\nLoans from other third parties\n\n \n\nFLAC\n\n \n\n2,200\n\n \n\n—\n\n \n\nn/a\n\nLoans from shareholders\n\n​\n\nFLAC\n\n​\n\n21,000\n\n​\n\n—\n\n​\n\nn/a\n\nLoans from other related parties\n\n​\n\nFLAC\n\n​\n\n11,000\n\n​\n\n—\n\n​\n\nn/a\n\nWarrants\n\n​\n\nFVTPL\n\n​\n\n26,094\n\n​\n\n26,094\n\n​\n\nLevel 1\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current financial liabilities**\n\n \n\n  ​\n\n \n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nLoans from banks\n\n \n\nFLAC\n\n \n\n1,232\n\n \n\nn/a\n\n \n\nn/a\n\nBlack forest term loan facility\n\n​\n\nFVTPL\n\n​\n\n5,290\n\n​\n\n5,290\n\n​\n\nLevel 3\n\nXJ Harbour Set-off agreement\n\n​\n\nFLAC\n\n​\n\n64,267\n\n​\n\n64,267\n\n​\n\nn/a\n\nLoans from other third parties\n\n​\n\nFLAC\n\n​\n\n3,114\n\n​\n\nn/a\n\n​\n\nn/a\n\nLoans from shareholders\n\n​\n\nFLAC\n\n​\n\n4,611\n\n​\n\nn/a\n\n​\n\nn/a\n\nLoans from other related parties\n\n​\n\nFLAC\n\n​\n\n8,634\n\n​\n\nn/a\n\n​\n\nn/a\n\nTrade and related party payables\n\n \n\nFLAC\n\n \n\n38,071\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Carrying**\n\n**Thereof aggregated by categories**\n\n​\n\n**Category**\n\n​\n\n**amount**\n\nFinancial assets measured at amortized cost\n\n \n\nAC\n\n \n\n35,286\n\nFinancial assets measured at fair value\n\n \n\nFVTPL\n\n \n\n16,191\n\nFinancial liabilities measured at fair value\n\n​\n\nFVTPL\n\n​\n\n40,843\n\nFinancial liabilities measured at amortized cost\n\n \n\nFLAC\n\n \n\n155,893\n\n​\n\n​\n\nF-41\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n**12/31/2024**\n\n**Financial instruments, analyzed by classes and categories**\n\n​\n\n​\n\n​\n\n**Carrying**\n\n​\n\n​\n\n​\n\n**Fair value**\n\n**in € thousand**\n\n​\n\n**Category**\n\n​\n\n**amount**\n\n​\n\n**Fair value**\n\n​\n\n**hierarchy**\n\n**Non-current financial assets**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nFinancial assets\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nOther loans and other investments\n\n \n\nAC\n\n \n\n66\n\n \n\n66\n\n \n\nn/a\n\nOther non-current financial assets\n\n \n\nAC\n\n \n\n69\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current financial assets**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade receivables and other receivables\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade receivables\n\n \n\nAC\n\n \n\n24,704\n\n \n\nn/a\n\n \n\nn/a\n\nReceivables from equity investees\n\n \n\nAC\n\n \n\n4,207\n\n \n\nn/a\n\n \n\nn/a\n\nReceivables from shareholder\n\n \n\nAC\n\n \n\n4,711\n\n \n\nn/a\n\n \n\nn/a\n\nOther receivables\n\n​\n\nAC\n\n​\n\n4,599\n\n​\n\nn/a\n\n​\n\nn/a\n\nOther current assets\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nRestricted cash\n\n \n\nAC\n\n \n\n59\n\n \n\nn/a\n\n \n\nn/a\n\nOther\n\n \n\nAC\n\n \n\n5,243\n\n \n\nn/a\n\n \n\nn/a\n\nCash and cash equivalents\n\n \n\nAC\n\n \n\n3,791\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nNon-current borrowings\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nLoans from other third parties\n\n \n\nFLAC\n\n \n\n2,000\n\n \n\n2,130\n\n \n\nn/a\n\nLoans from shareholders\n\n​\n\nFLAC\n\n​\n\n21,000\n\n​\n\n22,365\n\n​\n\nn/a\n\nLoans from other related parties\n\n​\n\nFLAC\n\n​\n\n14,000\n\n​\n\n15\n\n​\n\nn/a\n\nOther non-current financial liabilities\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWarrants\n\n \n\nFVTPL\n\n \n\n5,053\n\n \n\n5,053\n\n \n\nLevel 1\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Current liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCurrent borrowings\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nLoans from banks\n\n \n\nFLAC\n\n \n\n2,219\n\n \n\nn/a\n\n \n\nn/a\n\nLoans from other third parties\n\n \n\nFLAC\n\n \n\n26,547\n\n \n\nn/a\n\n \n\nn/a\n\nLoans from shareholders\n\n \n\nFLAC\n\n \n\n8,694\n\n \n\nn/a\n\n \n\nn/a\n\nLoans from other related parties\n\n \n\nFLAC\n\n \n\n2,973\n\n \n\nn/a\n\n \n\nn/a\n\nTrade payables and other liabilities\n\n \n\nFLAC\n\n \n\n28,179\n\n \n\nn/a\n\n \n\nn/a\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Carrying**\n\n**Thereof aggregated by categories**\n\n​\n\n**Category**\n\n​\n\n**amount**\n\nFinancial assets measured at amortized cost\n\n \n\nAC\n\n \n\n42,212\n\nFinancial liabilities measured at fair value\n\n \n\nFVTPL\n\n \n\n5,053\n\nFinancial liabilities measured at amortized cost\n\n \n\nFLAC\n\n \n\n105,612\n\n​\n\nThe carrying amounts of cash and cash equivalents, trade and other receivables, loans from banks and trade payables, are considered reasonable estimates of their fair values because of the short maturities of these items.\n\nThe fair value of the loan granted to a shareholder was calculated by discounting future cash flows with a risk-adjusted interest rate curve. As the credit risk of the shareholder is unobservable and assumed to be equivalent to the Standard & Poor’s rating class of CCC, the credit risk is considered to have a material impact on the fair value. Therefore, the fair values of the shareholder loan are categorized in level 3 of the fair value hierarchy.\n\nF-42\n\n[Table of Contents](#TOC)\n\n**Derivatives**\n\nIncentive options and conversion rights (Black forest term loan facility):\n\nThe warrants and the embedded conversion right of the convertible loan are classified as Level 3 of the fair value hierarchy. The warrants are valued using a Monte Carlo simulation model under risk-neutral Geometric Brownian Motion dynamics. A Black–Scholes closed-form valuation is performed as a cross-check. The fair value of the embedded conversion right within the EUR-denominated convertible loan is determined using a Least-Squares Monte Carlo (Longstaff–Schwartz) simulation model. The conversion payoff depends on two correlated risk factors: the USD-denominated share price and the EUR/USD exchange rate. Both are modeled as correlated Geometric Brownian Motions under risk-neutral dynamics. The host debt component is discounted at a credit-risk adjusted rate calibrated to the transaction price at inception. The main input parameters include the share price at the valuation date, expected share price volatility, risk-free interest rates, EUR/USD spot rate, FX volatility, stock-FX correlation, and the calibrated credit spread. The share price volatility (calculated using historical share price data) and the credit spread are not observable in the market. A sensitivity analysis was performed with respect to the share price, the expected share price volatility, and the credit spread.\n\nXJ Harbour Share Price Protection and Cap:\n\nThe derivates resulting from the share price protection arrangement are classified as Level 3 of the fair value hierarchy. The fair value is calculated using a Monte Carlo simulation model under risk-neutral Geometric Brownian Motion dynamics. A Black–Scholes closed-form valuation is performed as a cross-check. The main input parameters include the share price at the valuation date, the contractual strike price, the contractual cap value, the risk-free interest rate, and share price volatility. The share price volatility (calculated using historical share price data) is not observable in the market. A sensitivity analysis was performed with respect to the share price and the expected share price volatility.\n\nThe below tables show the effect that an increase in historical volatility of the interest rates would have on the fair values of the embedded derivatives as of December 31, 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**31.12.2025**\n\n**  ​ ​ ​**\n\n**Fair value of embedded**\n\n**  ​ ​ ​**\n\n**Effect on financial**\n\n**in € thousand**\n\n​\n\n**derivatives**\n\n​\n\n**result**\n\n**Change in Share Price**\n\n \n\n  ​\n\n \n\n  ​\n\n+10 percentage points\n\n \n\n11.460\n\n \n\n1.031\n\n-10 percentage points\n\n \n\n9.434\n\n \n\n(995)\n\n**Change in Share volatility**\n\n \n\n  ​\n\n \n\n  ​\n\n+10 percentage points\n\n \n\n10.846\n\n \n\n417\n\n-10 percentage points\n\n \n\n9.946\n\n \n\n(483)\n\n**Change in Credit Spread**\n\n \n\n  ​\n\n \n\n  ​\n\n+10 percentage points\n\n \n\n10.390\n\n \n\n(39)\n\n-10 percentage points\n\n \n\n10.468\n\n \n\n39\n\n​\n\nThere were no transfers between levels 1, 2 and 3 for recurring fair value measurements during the year.\n\nFair value level 3 assets reconciliation:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**XJ Harbour price**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**protection cap**\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**Group14 shares**\n\n**  ​ ​ ​**\n\n**derivative**\n\n**  ​ ​ ​**\n\n**Total**\n\n**12/31/2024**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\nAddition\n\n \n\n6,234\n\n \n\n10,808\n\n \n\n17,042\n\nChanges from fair value remeasurement\n\n \n\n2,244\n\n \n\n(3,095)\n\n \n\n(851)\n\n**12/31/2025**\n\n** **\n\n**8,478**\n\n** **\n\n**7,713**\n\n \n\n**16,191**\n\n​\n\nF-43\n\n[Table of Contents](#TOC)\n\nFair value level 3 liabilities reconciliation:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Black forest – embedded**\n\n​\n\n**XJ Harbour – embedded**\n\n​\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**Black forest – warrants**\n\n**  ​ ​ ​**\n\n**derivatives**\n\n**  ​ ​ ​**\n\n**derivative**\n\n**  ​ ​ ​**\n\n**Total**\n\n**12/31/2024**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n​\n\n​\n\n**—**\n\nAddition\n\n \n\n3,418\n\n \n\n1,904\n\n \n\n12,964\n\n​\n\n18,286\n\nChanges from fair value remeasurement\n\n \n\n(1,644)\n\n \n\n(317)\n\n \n\n(3,505)\n\n​\n\n(5,466)\n\n**12/31/2025**\n\n** **\n\n**1,775**\n\n** **\n\n**1,587**\n\n** **\n\n**9,459**\n\n​\n\n**12,820**\n\n​\n\nItems of income, expenses, gains or losses resulting from financial instruments\n\nThe net gains or losses for each of the financial instrument measurement categories differentiated by the respective sources were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**Subsequent measurement**\n\n**in € thousand**\n\n​\n\n**Interest**\n\n**  ​ ​ ​**\n\n**Fair value**\n\n**  ​ ​ ​**\n\n**Total**\n\nFinancial assets - AC\n\n \n\n66\n\n \n\nn/a\n\n \n\n66\n\nFinancial liabilities - FLAC\n\n \n\n(11,402)\n\n \n\n​\n\n \n\n(11,402)\n\nFinancial assets and liabilities - FVTPL\n\n \n\n—\n\n \n\n(28,076)\n\n \n\n(28,076)\n\n**Total**\n\n** **\n\n**(2,886)**\n\n** **\n\n**(28,076)**\n\n** **\n\n**(39,413)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**Subsequent measurement**\n\n**in € thousand**\n\n​\n\n**Interest**\n\n**  ​ ​ ​**\n\n**Fair value**\n\n**  ​ ​ ​**\n\n**Total**\n\nFinancial assets - AC\n\n \n\n860\n\n \n\nn/a\n\n \n\n860\n\nFinancial liabilities - FLAC\n\n \n\n(4,863)\n\n \n\nn/a\n\n \n\n(4,863)\n\nFinancial assets and liabilities - FVTPL\n\n \n\n—\n\n \n\n1,028\n\n \n\n1,028\n\n**Total**\n\n** **\n\n**(4,003)**\n\n** **\n\n**1,028**\n\n** **\n\n**(2,975)**\n\n​\n\nThe total interest income for financial assets that are not measured at FVTPL is €66 thousand as of the year ended December 31, 2025 (2024: €860 thousand). The total interest expense for financial liabilities that are not measured at FVTPL is €2,951 thousand as of the year ended December 31, 2025 (2024: €4,863 thousand).\n\nFinancial Instrument Risk Management Objectives and Policies\n\nDue to its international operational businesses, SCHMID is exposed to market risk (especially foreign currency risk) and credit risk. In the area of financing, liquidity risks and interest rate risks play a major role. SCHMID’s senior management oversees the management of these risks. In prior years no formalized risk management system existed, but financial risks as far as identified were handled case-by-case. Equity price risk is considered insignificant for SCHMID.\n\n**Credit Risk**\n\nCredit risk is the risk that SCHMID might incur a financial loss as a consequence of the non-payment or partial payment of outstanding receivables by counterparties and from replacement risks for open transactions. SCHMID is exposed to credit risks associated with its operating activities, the loan granted to one of its shareholders, trade receivables as well as cash and cash equivalents.\n\nSCHMID applies appropriate measures to manage credit risks inherent to its trade receivables. SCHMID requests customer ratings from well-known rating agencies and responds to higher probabilities of default with modified payment terms. Loss rates are based on actual credit loss experience over the past seven years. These rates are multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and SCHMID’s view of economic conditions over the expected lives of the receivables.\n\nF-44\n\n[Table of Contents](#TOC)\n\nThe allowances for ECL determined for the different classes of financial assets developed as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Trade receivables**\n\n​\n\n​\n\n​\n\n​\n\n** - not credit**\n\n​\n\n**Trade receivables**\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n** impaired**\n\n**  ​ ​ ​**\n\n** - credit impaired**\n\n**Closing Balance 31/12/2023**\n\n​\n\n**(137)**\n\n​\n\n**(569)**\n\nAdditions\n\n​\n\n—\n\n​\n\n—\n\nUtilization\n\n \n\n14\n\n \n\n193\n\nReversal\n\n \n\n—\n\n \n\n—\n\n**Closing Balance 31/12/2024**\n\n** **\n\n**(123)**\n\n** **\n\n**(376)**\n\nAdditions\n\n \n\n(196)\n\n \n\n(99)\n\nUtilization\n\n \n\n—\n\n \n\n—\n\nReversal\n\n \n\n—\n\n \n\n—\n\n**Closing Balance 31/12/2025**\n\n** **\n\n**(319)**\n\n** **\n\n**(475)**\n\n​\n\nWith regards to cash and cash equivalents SCHMID allocates the credit risk by using several banks. Furthermore, it is SCHMID policy to hold cash and cash equivalents only with financial institutions that have at least an investment grade rating. SCHMID regularly monitors its cash and cash equivalents and takes corrective actions should it identify any possible changes in creditworthiness of these financial institutions. Therefore and due to its short-term character, no significant credit risk arises from cash and cash equivalents, and no ECL allowance has been recorded for 2025 and 2024 respectively.\n\nThe following tables provide information about the gross carrying amounts by credit-risk rating classes for the several types of financial assets that are not measured at FVTPL and therefore generally subject to the impairment regulations of IFRS 9.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gross Carrying Amounts by Rating Class**\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n**12/31/2025**\n\n**in € thousand**\n\n​\n\n**Stage 1**\n\n​\n\n**Stage 2**\n\n​\n\n**Stage 3**\n\nGeneral approach\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Cash and cash equivalents**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nAAA to BBB (Investment grade)\n\n \n\n1,574\n\n \n\n—\n\n \n\n—\n\n**Receivables from shareholders**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nBBB- to CCC (Below investment grade)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nSimplified approach\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**Trade receivables and other receivables**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nCurrent (not past due)\n\n \n\n—\n\n \n\n14,538\n\n \n\n—\n\n1-30 days past due\n\n \n\n—\n\n \n\n434\n\n \n\n—\n\n31-60 days past due\n\n \n\n—\n\n \n\n550\n\n \n\n—\n\n61-90 days past due\n\n \n\n—\n\n \n\n177\n\n \n\n—\n\nMore than 90 days past due\n\n \n\n—\n\n \n\n1,924\n\n \n\n—\n\ncredit-impaired\n\n​\n\n—\n\n​\n\n—\n\n​\n\n11,459\n\n**Total**\n\n** **\n\n**1,574**\n\n** **\n\n**17,622**\n\n** **\n\n**11,459**\n\n​\n\nF-45\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gross Carrying Amounts by Rating Class**\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n**12/31/2024**\n\n**in € thousand**\n\n​\n\n**Stage 1**\n\n​\n\n**Stage 2**\n\n​\n\n**Stage 3**\n\nGeneral approach\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Cash and cash equivalents**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nAAA to BBB (Investment grade)\n\n \n\n3,791\n\n \n\n—\n\n \n\n—\n\n**Receivables from shareholders**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nBBB- to CCC (Below investment grade)\n\n \n\n—\n\n \n\n4,711\n\n \n\n—\n\nSimplified approach\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n**Trade receivables and other receivables**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nCurrent (not past due)\n\n​\n\n—\n\n​\n\n9,829\n\n​\n\n—\n\n1-30 days past due\n\n​\n\n—\n\n​\n\n919\n\n​\n\n—\n\n31-60 days past due\n\n​\n\n—\n\n​\n\n294\n\n​\n\n—\n\n61-90 days past due\n\n​\n\n—\n\n​\n\n60\n\n​\n\n—\n\nMore than 90 days past due\n\n​\n\n—\n\n​\n\n2,822\n\n​\n\n—\n\ncredit-impaired\n\n \n\n—\n\n \n\n—\n\n \n\n5,473\n\n**Total**\n\n** **\n\n**3,791**\n\n** **\n\n**18,635**\n\n** **\n\n**5,473**\n\n​\n\nLiquidity Risk\n\nLiquidity risk is the risk that a company will encounter difficulty in meeting its obligations associated with its financial liabilities as they fall due. SCHMID is constantly working to ensure that the supply of liquidity is mainly sufficient to settle financial liabilities that are due for payment. Liquidity is evaluated and maintained using forecasts based on fixed planning horizons covering several months and through the cash and cash equivalent balances that are available.\n\nFor more detail on the financial situation, please refer to the explanation on Going Concern (see note 2. Basis of Presentation).\n\nThe following table provides details of the (undiscounted) cash outflows of financial liabilities (including interest payments).\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**12/31/2025**\n\n​\n\n​\n\n**Cash outflows within**\n\n​\n\n**Total cash**\n\n**in € thousand**\n\n​\n\n**≤ 1 year**\n\n**  ​ ​ ​**\n\n**> 1 ≤ 2 years**\n\n**  ​ ​ ​**\n\n**> 2 ≤ 5 years**\n\n**  ​ ​ ​**\n\n**> 5 years**\n\n**  ​ ​ ​**\n\n**flows**\n\n**Lease liabilities**\n\n​\n\n**1,902**\n\n​\n\n**1,452**\n\n​\n\n**3,733**\n\n​\n\n**3,600**\n\n​\n\n**10,688**\n\n**Borrowings (including embedded derivatives)**\n\n** **\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n** **\n\n​\n\nLoans from banks\n\n \n\n1,232\n\n \n\n1,191\n\n \n\n**—**\n\n \n\n—\n\n \n\n2,423\n\nLoans from other third parties\n\n \n\n3,114\n\n \n\n5,234\n\n \n\n**—**\n\n \n\n—\n\n \n\n8,348\n\nLoans from shareholders\n\n \n\n4,611\n\n \n\n21,651\n\n \n\n**—**\n\n \n\n—\n\n \n\n26,261\n\nLoans from other related parties\n\n \n\n8,634\n\n \n\n11,341\n\n \n\n—\n\n \n\n—\n\n \n\n19,975\n\n**Trade payables and other liabilities**\n\n** **\n\n**28,179**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**28,179**\n\n​\n\n​\n\nOn April 24, 2026 SCHMID entered into separate subscription, set‑off and debt assumption agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co. KG, all of whom are shareholders or related parties of the Company. Under these arrangements, existing financial liabilities with an aggregate amount of €30.8 million (Loans from shareholders: €21.9 million; Loans from related parties: €6.5 million; Loans from other third parties: €2.4 million) are intended to be settled through the issuance of new ordinary shares of the Company (see note 28. Events after the reporting period).\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**12/31/2024**\n\n​\n\n​\n\n**Cash outflows within**\n\n​\n\n**Total cash**\n\n**in € thousand**\n\n​\n\n**≤ 1 year**\n\n**  ​ ​ ​**\n\n**> 1 ≤ 2 years**\n\n**  ​ ​ ​**\n\n**> 2 ≤ 5 years**\n\n**  ​ ​ ​**\n\n**> 5 years**\n\n**  ​ ​ ​**\n\n**flows**\n\n**Lease liabilities**\n\n​\n\n**2,108**\n\n​\n\n**1,928**\n\n​\n\n**4,081**\n\n​\n\n**6,014**\n\n​\n\n**14,131**\n\n**Borrowings (including embedded derivatives)**\n\n** **\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\nLoans from banks\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nLoans from other third parties\n\n \n\n727\n\n \n\n2,063\n\n \n\n—\n\n \n\n—\n\n \n\n2,790\n\nLoans from shareholders\n\n \n\n9,216\n\n \n\n21,661\n\n \n\n—\n\n \n\n—\n\n \n\n30,877\n\nLoans from other related parties\n\n \n\n24,971\n\n \n\n14,394\n\n \n\n—\n\n \n\n—\n\n \n\n39,365\n\n**Trade payables and other liabilities**\n\n** **\n\n**28,179**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n** **\n\n**28,179**\n\n​\n\nF-46\n\n[Table of Contents](#TOC)\n\nForeign Currency Risk\n\nSCHMID operates globally and is exposed to foreign exchange risk arising from exposure to various currencies in the ordinary course of business. SCHMID’s exposures primarily consist of the Euro (“EUR”) and US Dollar (“USD”), Chinese Yen (“CNY”), Hong Kong Dollar (“HKD”) and Korean Won (“KRW”). Foreign exchange risk arises from commercial transactions that resulted in recognized financial assets and liabilities denominated in a currency other than the local functional currency. In addition, SCHMID is exposed to foreign exchange rate risk due to several financing contracts that are denominated in foreign currency or that are dependent on foreign currency exchange rates.\n\nThe following table demonstrates the material net exposures SCHMID entities have due to trade receivables and payables, cash and cash equivalents as well as other financial assets in a currency different their local functional currency. Due to consolidation these exposures would also have an impact to SCHMID’s profit or loss.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**functional currency entity**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​**\n\n**  ​**\n\n**12/31/2024**\n\n​\n\n**  ​ ​ ​**\n\n**EUR**\n\n**  ​ ​ ​**\n\n**CNY**\n\n**  ​ ​ ​**\n\n**USD**\n\n**  ​ ​ ​**\n\n**HKD**\n\n​\n\n​\n\n**EUR**\n\n**  ​ ​ ​**\n\n**CNY**\n\n**  ​ ​ ​**\n\n**USD**\n\n**  ​ ​ ​**\n\n**HKD**\n\n**EUR**\n\n​\n\n​\n\n​\n\n3,657\n\n \n\n(62,449)\n\n \n\n439\n\n​\n\n \n\n​\n\n​\n\n27,201\n\n \n\n2,685\n\n \n\n(55)\n\n**CNY**\n\n​\n\n23,164\n\n \n\n​\n\n​\n\n(1,335)\n\n \n\n(236)\n\n​\n\n \n\n13,120\n\n​\n\n​\n\n \n\n(1,262)\n\n \n\n(2,071)\n\n**USD**\n\n​\n\n(2,302)\n\n \n\n(105)\n\n \n\n​\n\n​\n\n—\n\n​\n\n \n\n(876)\n\n \n\n(969)\n\n \n\n​\n\n \n\n—\n\n**TWD**\n\n​\n\n1,404\n\n \n\n1\n\n \n\n53\n\n \n\n—\n\n​\n\n \n\n1,262\n\n \n\n(28)\n\n \n\n61\n\n \n\n269\n\n**HKD**\n\n​\n\n(2,851)\n\n \n\n(3,344)\n\n \n\n(267)\n\n \n\n​\n\n​\n\n​\n\n(6,887)\n\n \n\n(17,794)\n\n \n\n(585)\n\n \n\n​\n\n**KRW**\n\n​\n\n(2,541)\n\n** **\n\n33\n\n \n\n(134)\n\n** **\n\n**—**\n\n​\n\n \n\n(2,658)\n\n** **\n\n1,009\n\n** **\n\n(154)\n\n** **\n\n**—**\n\n​\n\nThe following table demonstrates the impact that a reasonably possible change in each material currency pair would have on SCHMID’s profit or loss before tax. Therefore, for each currency exchange rate, the foreign currency is shifted against the respective local entity’s functional currency. The resulting impact in local currency is then translated into EUR.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n​\n\n​\n\n**12/31/2024**\n\n​\n\n​\n\n**+10%**\n\n**  ​ ​ ​**\n\n**-10%**\n\n​\n\n**  ​ ​ ​**\n\n**+10%**\n\n**  ​**\n\n**-10%**\n\nCNY/EUR\n\n \n\n1,773\n\n \n\n(2,167)\n\n​\n\n​\n\n867\n\n \n\n(1,059)\n\nUSD/EUR\n\n \n\n5,468\n\n \n\n(6,683)\n\n​\n\n​\n\n(315)\n\n \n\n384\n\n​\n\nInterest Rate Risk\n\nInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As SCHMID in 2025 has no loans with variable interest rates, the exposure to interest rate risk is insignificant.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Impact to P/L**\n\n**in € thousand**\n\n​\n\n**(income (+)/ expense (-))**\n\n**12/31/2025**\n\n \n\n  ​\n\nChange in interest rate +1%\n\n​\n\n(388)\n\nChange in interest rate -1%\n\n​\n\n388\n\n**12/31/2024**\n\n​\n\n  ​\n\nChange in interest rate +1%\n\n​\n\n(378)\n\nChange in interest rate -1%\n\n​\n\n378\n\n​\n\nCapital Management\n\nFor the purpose of SCHMID’s capital management, capital includes all share capital, and other equity reserves attributable to the equity holders. The primary objectives of capital management are to support operating activities and maximize shareholder value through investment in the development activities of SCHMID.\n\nSCHMID’s finance department reviews the total amount of cash of SCHMID on a monthly basis. As part of this review, management considers the total cash and cash equivalents, the cash outflow, currency translation differences and funding activities.\n\nF-47\n\n[Table of Contents](#TOC)\n\nThe Company is not subject to externally imposed capital requirements see note 29. Non-current and current financial liabilities for further details. No changes were made in the objectives, policies or processes for managing cash during the years ended December 31, 2025 and 2024.\n\nReconciliation of changes in liabilities arising from financing activities\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Lease**\n\n**  ​ ​ ​**\n\n​\n\n**In € thousand**\n\n**  ​ ​ ​**\n\n**Loans**\n\n**  ​ ​ ​**\n\n**liabilities**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Balance at January 1, 2025**\n\n** **\n\n**77,433**\n\n** **\n\n**9,694**\n\n** **\n\n**87,127**\n\n**Cash flow from financing activities (excluding changes from restricted cash)**\n\n** **\n\n**4,962**\n\n** **\n\n**(2,098)**\n\n** **\n\n**2,864**\n\nProceeds from loans\n\n \n\n7,572\n\n \n\n—\n\n \n\n7,572\n\nRepayments of loans\n\n​\n\n(2,296)\n\n​\n\n—\n\n​\n\n(2,296)\n\nPrincipal elements of lease payment\n\n \n\n—\n\n \n\n(1,513)\n\n \n\n(1,513)\n\nInterest paid\n\n \n\n(314)\n\n \n\n(585)\n\n \n\n(899)\n\n**Other changes**\n\n \n\n**(28,838)**\n\n \n\n**954**\n\n \n\n**(27,884)**\n\nForeign currency effects\n\n​\n\n(1,172)\n\n​\n\n(94)\n\n​\n\n(2,916)\n\nNew leases\n\n** **\n\n—\n\n** **\n\n461\n\n** **\n\n461\n\nAccrued interest\n\n \n\n​\n\n \n\n586\n\n \n\n3,363\n\nDerecognition XJ share purchase liability\n\n​\n\n(22,666)\n\n​\n\n​\n\n​\n\n(22,666)\n\nLoan forgiveness\n\n \n\n(5,000)\n\n \n\n—\n\n \n\n(5,000)\n\n**Balance at December 31, 2025**\n\n** **\n\n**53,556**\n\n** **\n\n**8,550**\n\n** **\n\n**62,106**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Lease**\n\n**  ​ ​ ​**\n\n​\n\n**In € thousand**\n\n​\n\n**Loans**\n\n​\n\n**liabilities**\n\n​\n\n**Total**\n\n**Balance at January 1, 2024**\n\n** **\n\n**48,244**\n\n** **\n\n**10,886**\n\n** **\n\n**59,130**\n\n**Cash flow from financing activities (excluding changes from restricted cash)**\n\n** **\n\n**6,173**\n\n** **\n\n**(2,184)**\n\n** **\n\n**3,989**\n\nProceeds from loans\n\n \n\n3,145\n\n \n\n—\n\n \n\n3,145\n\nProceeds from Reorganization\n\n \n\n14,443\n\n \n\n—\n\n \n\n14,443\n\nRepayments of loans\n\n \n\n(264)\n\n \n\n—\n\n \n\n(264)\n\nPrincipal elements of lease payment\n\n \n\n—\n\n \n\n(1,543)\n\n \n\n(1,543)\n\nInterest paid\n\n \n\n(212)\n\n \n\n(641)\n\n \n\n(853)\n\nTransaction with (minority) shareholder\n\n \n\n(10,939)\n\n \n\n—\n\n \n\n(10,939)\n\n**Other changes**\n\n​\n\n**23,016**\n\n​\n\n**993**\n\n​\n\n**24,009**\n\nForeign currency effects\n\n \n\n—\n\n \n\n32\n\n \n\n32\n\nNew leases\n\n \n\n—\n\n \n\n306\n\n \n\n306\n\nAccrued interest\n\n \n\n21,988\n\n \n\n655\n\n \n\n22,644\n\nFair value measurement\n\n​\n\n1,028\n\n​\n\n—\n\n​\n\n1,028\n\n**Balance at December 31, 2024**\n\n** **\n\n**77,433**\n\n** **\n\n**9,694**\n\n** **\n\n**87,127**\n\n​\n\n​\n\n**35.**EQUITY METHOD INVESTMENTS\n\nSCHMID owns non-controlling interests in the following entities as of December 31, 2025 and 2024. The proportion of ownership interest is the same as the proportion of voting rights held.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**  ​ ​ ​**\n\n**  ​ ​ ​**\n\n**% of ownership interest**\n\n​\n\n**Name of the entity**\n\n**  ​ ​ ​**\n\n**Country of incorporation**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n**  ​**\n\nSCHMID AVACO Korea Co. Ltd. (SAK)\n\n​\n\nSouth Korea\n\n​\n\n50\n\n%  \n\n50\n\n%\n\nSCHMID Energy Systems GmbH (SES)\n\n \n\nGermany\n\n \n\n48\n\n%  \n\n49\n\n%\n\n​\n\nA description of each entity is provided below.\n\nSCHMID AVACO Korea Co. Ltd. (SAK), South Korea is a company that specializes in the sales and marketing of Physical Vapor Etch (“PVE”) and Physical Vapor Deposition (“PVD”) equipment. SCHMID developed many innovative PVE and PVD processes and has access to the major manufacturers for PCB, Substrates and Panel Level Packing. Avaco produces a wide range of equipment, which serves various industries including chip industry, automotive, electronics and telecommunications technology.\n\nF-48\n\n[Table of Contents](#TOC)\n\nDuring 2024, SCHMID and the Pekintas Group based in Istanbul, Turkey, reached an agreement to partner in the design, manufacture and sale of Vanadium Redox Flow Batteries at commercial scale. OC Teknoloji Yatirimlari A.S. (“OCT”) was established by the Pekintas Group to act as the operating company for the venture. On December 17, 2024, SES, SCHMID GmbH, and OCT executed a Share Purchase Agreement (the “SPA”) whereby SCHMID would transfer a 51% ownership interest in SES to OCT in exchange for a payment of €1 million and a 19.9 % ownership interest in OCT. The SES share transfer and payment of €1 million occurred in December 2024. The fair value of the 49% ownership in SES amounted to €1,200 thousand. SCHMID recognized a gain of €3,703 thousand, on the sale to OCT of the 51% interest in SES, which is presented in 2024 in Other Income. The shares in OCT have not been transferred in 2025 and the receivable of €248 thousand was recorded by the Company as of December 31, 2025. In February 2025, a capital increase through OCT reduced SCHMID stake in SES to 48%.\n\n​\n\n​\n\n**36.**COMMITMENTS AND CONTINGENCIES\n\nAs of December 31, 2025, the Company has commitments amounting to €13 thousand (December 31, 2024: €0 thousand) to acquire items of property, plant & equipment.\n\n​\n\n**37.**RELATED PARTY DISCLOSURES\n\nSCHMID is a listed company with Christian Schmid and Anette Schmid as majority shareholders. Christian Schmid is also the CEO of the Company.\n\nTransactions with Key Management\n\nKey management personnel are defined as those persons who are responsible for SCHMID´s worldwide operating business, based on their function within SCHMID or the interests of SCHMID. The following individuals belong or belonged to SCHMID´s key management:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Company**\n\n**  ​ ​ ​**\n\n**Function & Member of key management since/until**\n\nChristian Schmid\n\n​\n\nSCHMID Group N. V.Gebr.\nSCHMID GmbH\n\n​\n\nExecutive Director of SCHMID Group N. V., CEO\n\nAnette Schmid\n\n​\n\nSCHMID Group N. V.\n\n​\n\nNon-executive Director\n\nProf. Dr. Dr. h.c. Sir Ralf Speth\n\n​\n\nSCHMID Group N. V.\n\n​\n\nNon-executive Director, Chairman of the Board\n\nDr. Stefan Berger\n\n​\n\nSCHMID Group N. V.\n\n​\n\nNon-executive Director\n\nBoo-Keun Yoon\n\n​\n\nSCHMID Group N. V.\n\n​\n\nNon-executive Director\n\nDr. Annedore Streyl\n\n​\n\nSCHMID Group N. V.\n\n​\n\nNon-executive Director since 27.12.2024\n\nJulia Natterer\n\n​\n\nSCHMID Group N. V.Gebr. SCHMID GmbH\n\n​\n\nCFO (Chief Financial Officer) (SCHMID Group N. V.: until 31.12.2025)\n\nRoland Rettenmeier\n\n​\n\nGebr. SCHMID GmbH\n\n​\n\nCSO (Chief Sales Officer) since 01.03.2025\n\nHelmut Rauch\n\n​\n\nGebr. SCHMID GmbH\n\n​\n\nCOO (Chief Operational Officer)\n\nDian Zhang\n\n​\n\nGebr. SCHMID GmbH\n\n​\n\nCTO (Chief Technology Officer)\n\nThomas Widmann\n\n​\n\nGebr. SCHMID GmbH\n\n​\n\nCIO (Chief Innovation Officer)\n\n​\n\nThe annual remuneration and related compensation costs recognized as expense during the reporting period only includes short-term employee benefits and amounts to €1,906 thousand in 2025 (2024: €1,428 thousand, 2023: €1,562 thousand). Short-term benefits include salaries, bonus, and other benefits such as medical, death and disability coverage, Company car and other usual facilities as applicable. The outstanding balances also include the liability in connection with the defined benefit obligation.\n\nF-49\n\n[Table of Contents](#TOC)\n\nTransactions with related parties\n\nIn addition to the entities included in the consolidated financial statements and the at equity investments (see note 2. Basis of Presentation), SCHMID maintains relationships with other related parties. Related parties comprise the following entities (not individuals):\n\n​\n\n​\n\n​\n\n**Company**\n\n**  ​ ​ ​**\n\n**Relationship**\n\nSCHMID Avaco Korea, Co. Ltd. (SAK)\n\n​\n\nEquity method investee\n\nSCHMID Energy Systems GmbH\n\n​\n\nEquity method investee\n\nSchmid Verwaltungs GmbH\n\n​\n\nControlled by Christian Schmid\n\nC. Schmid Beteiligungsverwaltung GmbH\n\n​\n\nControlled by Christian Schmid\n\nC. Schmid Beteiligung GmbH & Co. KG\n\n​\n\nControlled by Christian Schmid\n\nSchmid Aequitas Verwaltung GmbH\n\n​\n\nControlled by Anette Schmid\n\nSchmid Aequitas GmbH & Co. KG\n\n​\n\nControlled by Anette Schmid\n\nSchmid Grundstücksverwaltung GmbH\n\n​\n\nJointly controlled by Christian and Anette Schmid\n\nSCHMID Grundstücke GmbH & Co. KG\n\n​\n\nJointly controlled by Christian and Anette Schmid\n\n​\n\nThe following transactions are proceeded with related parties.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**Interest income on loans granted to**\n\n \n\n​\n\n​\n\n  ​\n\n \n\n  ​\n\nShareholder\n\n \n\n—\n\n​\n\n4\n\n \n\n1,077\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Interest expense on loans received from**\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nKey management personnel\n\n \n\n—\n\n​\n\n3\n\n \n\n12\n\nOther related parties\n\n \n\n638\n\n​\n\n510\n\n \n\n558\n\nShareholder\n\n \n\n877\n\n​\n\n916\n\n \n\n737\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Purchases of goods or services**\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nEquity method investees\n\n \n\n2,438\n\n​\n\n—\n\n \n\n3\n\nOther related parties\n\n \n\n4,552\n\n​\n\n1,663\n\n \n\n236\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Sale of goods or services**\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nEquity method investees\n\n \n\n332\n\n​\n\n—\n\n \n\n427\n\nOther related parties\n\n \n\n134\n\n​\n\n31\n\n \n\n11,801\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Salary and Bonus**\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nShareholder\n\n \n\n933\n\n​\n\n1,055\n\n \n\n1,149\n\nKey management personnel\n\n \n\n1,906\n\n​\n\n1,428\n\n \n\n1,562\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n**Outstanding balances - Liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\nShareholder\n\n \n\n25,611\n\n \n\n29,486\n\nEquity method investees\n\n \n\n2,663\n\n \n\n358\n\nOther related parties\n\n \n\n26,609\n\n \n\n16,973\n\n​\n\nLiabilities to other related parties include financial liabilities related to the Black Forest term loan. For further information, please see note 29. Non-current and current financial liabilities.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**in € thousand**\n\n**  ​ ​ ​**\n\n**12/31/2025**\n\n**  ​ ​ ​**\n\n**12/31/2024**\n\n**Outstanding balances - Receivables**\n\n \n\n  ​\n\n \n\n  ​\n\nEquity method investees\n\n \n\n4,261\n\n \n\n4,068\n\nOther related parties\n\n \n\n1,445\n\n \n\n1,286\n\n​\n\nF-50\n\n[Table of Contents](#TOC)\n\nThe significant increase in Sale of goods or services as well as in Outstanding balances - Liabilities in 2023 are mainly due to the sale and leaseback transaction (for further information please see note 21. Leases).\n\n​\n\n**38.**EVENTS AFTER THE REPORTING PERIOD\n\n$30 Million 7.00% Senior Convertible Note due 2028\n\nOn January 18, 2026 SCHMID entered into an investment agreement with an institutional investor, Linden Advisors LP, to sell, and on January 21, 2026 sold senior convertible notes in an aggregate principal amount of $30.0 million convertible into ordinary shares of the Company together with the issuance of warrants to purchase ordinary shares of the Company in a private placement to the Investor. The notes bear interest at a rate of 7% per annum, compounded quarterly and payable in kind, subject to the Company’s option to elect cash settlement upon prior notice. The notes have a two‑year maturity and will mature on January 21, 2028, unless previously converted into ordinary shares of the Company. The notes were issued at 98% of principal amount pursuant to an indenture and were structured to be funded in two tranches: (i) the first tranche of $15.0 million was funded on January 21, 2026 and (ii) parts of the second tranche of $15.0 million was funded on March 5, 2026.\n\nFollowing the issuance of the second tranche, the purchasers of the convertible notes issued six separate conversion notices, converting an aggregate principal amount of $12 million into 2,197,898 new ordinary shares of the Company.\n\nAs a result of these conversions, the total number of outstanding shares increased to 57,800,864. This number includes 5,000,000 non‑voting earn‑out shares held by Anette Schmid and Christian Schmid, which are subject to cancellation on April 30, 2027, should the share price not reach $15.00 with respect to 2,500,000 earn‑out shares, or $18.00 with respect to the remaining 2,500,000 earn‑out shares.\n\nSecured Two‑Tranche Term Loan Facility\n\nIn Q1 2026, SCHMID agreed with the lender of the term loan facility not to draw the second tranche (up to € 7,500 thousand). This does not affect the First tranche incentive options or the conversion right of the first tranche and therefore has no accounting implications.\n\nXJ Harbour Set-off agreement\n\nThe XJ Harbour deal was signed in November 2025 and was at this time irrevocably agreed between the parties, only subject to a shareholders’ meeting approval win the shareholders’ meeting held on December 23, 2025 which approved the issuance. The actual issuance occurred on January 16, 2026, when SCHMID issued 12,540,539 new ordinary shares, which were registered in the name of XJ Harbour HK Limited. The share issuance was carried out pursuant to the Subscription & Set‑off Agreement and served to fully and irrevocably settle the outstanding claims of XJ Harbour against the Company by way of a debt‑equity swap.\n\n​\n\nF-51\n\n[Table of Contents](#TOC)\n\nStandby Equity Purchase Agreement (“SEPA”)\n\nOn May 12, 2026, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with an institutional investor, YA II PN, Ltd. (“Yorkville”), providing SCHMID access to equity financing of up to USD 30.0 million at its discretion, for 24 months from the signing date. Under the terms of the SEPA, the Group paid a commitment fee of 0.5% of the USD 30.0 million equity line to secure the SEPA facility, and Yorkville is contractually obligated, subject to customary conditions, to purchase the SHMD shares over time upon the Company’s exercise of drawdown notices. The purchase price will be based on one of two pricing options selected by the Company. Under Option 1, the purchase price will equal 97% of the VWAP of the SHMD shares on the day of drawdown notice receipt. Under Option 2, the purchase price will equal 99% of the lowest daily VWAP of the SHMD shares during the three consecutive trading days commencing on the drawdown notice date.\n\nThe SEPA enables the Group to raise equity capital at its discretion, with the ability to issue shares to the investor on a periodic (including daily) basis. This structure provides the Group with a committed source of capital and significant flexibility as to the timing and amount of any equity issuances, allowing management to access liquidity if and when required, or to refrain from drawing on the facility if sufficient liquidity is available from operations or other sources.\n\nSet-off of €30.8 million financial liabilities through planned share issuances\n\nOn April 24, 2026 SCHMID entered into separate subscription, set‑off and debt assumption agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co. KG, all of whom are shareholders or related parties of the Company. Under these arrangements, existing financial liabilities with an aggregate amount of €30.8 million are intended to be settled through the issuance of new ordinary shares of the Company. In connection with the transaction, debt assumption agreements were entered into with the Company’s wholly-owned subsidiary, Gebr. Schmid GmbH.\n\nThe contemplated share issuances are subject to approval by a shareholders’ meeting scheduled for May 20, 2026. The number of shares to be issued will be determined based on the five‑trading‑day volume‑weighted average price (VWAP) of the Company’s shares immediately preceding the board approval following the shareholders’ meeting. For liabilities amounting to €2.4 million (to be off-set in relation to the financial liabilities to Christine Schmid), the issue price will be determined by applying a 20% discount to the relevant VWAP.\n\n​\n\nF-52"}