v3.26.3
Disclosure on Individual Items of the Consolidated Financial Statements
6 Months Ended
Jun. 30, 2026
Disclosure on Individual Items of the Consolidated Financial Statements [Abstract]  
Disclosure on individual items of the consolidated financial statements
4. Disclosure on individual items of the consolidated financial statements

 

4.1 Statements of comprehensive income

 

4.1.1 Revenue and functional costs from contracts with customers

 

Revenue

 

ADSE develops, produces, and distributes battery storage solutions for different areas of application (“multi-use-case”). The product portfolio encompasses the field of “Charging”, which provides charging solutions for the expansion of e-mobility infrastructure at power-limited network points; the field of ‘Battery Energy Storage Systems’ (‘BESS’), which covers commercial, industrial and infrastructure applications; and the field of ‘Own & Operate’ (‘O&O’), which includes charging, energy trading and other energy-related services. Additionally, ADSE provides its customers with software solutions for intelligent control and monitoring of battery storage solutions. Service revenues include service contracts available for separate purchase or maintenance services. Other revenues relate to miscellaneous income generated in connection with the different revenue streams.

 

In the first half of the year 2026, 61.8% of revenue was generated from Service. In the prior year period, Charging was the largest revenue stream, contributing 67.1% of total revenue. The following table presents the revenue from contracts with customers disaggregated by revenue stream:

 

Revenue by revenue streams   For the six months ended
June 30,
 
kEUR   2026     2025  
Service     4,541       4,623  
Charging     2,383       9,804  
Own & Operate     132       -  
Battery Energy Storage System     73       103  
Other     223       85  
Total     7,352       14,614  

 

Cost of goods sold

 

    For the six months ended
June 30,
 
kEUR   2026     2025  
Personnel expenses     5,440       5,468  
Cost of materials     4,156       12,307  
Depreciation and amortization     3,290       2,904  
Other expenses     1,313       599  
Total     14,198       21,277  

 

Selling, general and administrative expenses

 

    For the six months ended
June 30,
 
kEUR   2026     2025  
Personnel expenses     5,696       5,755  
Legal and consulting fees     2,522       5,004  
Administration fee     1,683       1,837  
Insurance expenses     1,176       1,208  
Marketing costs     485       760  
Depreciation and amortization     391       354  
Other expenses     3,233       3,705  
Total     15,187       18,624  

 

Other expenses primarily consist of expenses for general warranties, travel costs, IT and logistics costs.

 

 

4.1.2 Finance result

 

The finance income and expenses recognized in profit or loss are as follows:

 

    For the six months ended
June 30,
 
kEUR   2026     2025  
Finance income from remeasurement of warrant liabilities     13,794       24,909  
Foreign currency gains     2,956       13,833  
Income from other interest and similar income     1       1  
Finance income     16,751       38,743  
Finance expense from remeasurement of warrant liabilities     -28,898       -122  
Interest expense from shareholder loans     -786       -19,332  
Interest expense from convertible note     -       -1,633  
Foreign currency losses     -3,006       -2,450  
Interest expense from leasing     -73       -71  
Interest expense from guarantee commissions     -       -5  
Other interest expense     -       -  
Finance expenses     -32,763       -23,613  
Net finance result     -16,012       15,130  

 

Finance income from remeasurement of warrant liabilities in the first half of 2026 in the amount of kEUR 13,794 (2025: kEUR 24,909) resulted from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from the convertible notes and was caused by a decline in ADSE’s share price. The foreign currency gains mainly resulted from the valuation of the warrants which are denominated in USD.

 

In the first half of 2026, finance expense from remeasurement of warrant liabilities in the amount of kEUR 28,898 resulted from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from capital increases.

 

In 2026, interest expenses from shareholder loans amounted to kEUR 786 (2025: kEUR 19,332). This resulted mainly from the effective interest of the shareholder loan.

 

4.2 Statements of financial position

 

4.2.1 Other investments and other assets

 

Other investments and other assets include the following:

 

kEUR   June 30,
2026
    Dec. 31,
2025
 
Other investments     859       6  
Other assets     137       137  
Total     996       144  

 

Other investments include the interests in SKM Speicherkraftwerk Markgröningen GmbH & Co. KG (SKM KG) and in SKM Markgröningen Verwaltungs-GmbH (SKM VW) with a carrying amount of kEUR 32. SKM KG and SKM VW were acquired as shelf companies on March 23, 2026. The purpose of SKM KG is the planning, acquisition, development, construction, and operation of energy storage power plants, as well as the marketing and commercial exploitation of such facilities. SKM VW serves as the general partner and assumes management and representation of the GmbH & Co. KG. As of June 30, 2026, SKM KG did not commence any significant business activities.

 

Other investments also include a 33% interest in Speicheranlagenbetreibergesellschaft mbH, Nürtingen with a carrying amount of kEUR 820. Speicheranlagenbetreibergesellschaft mbH was established by ADSE GM and two other partners on May 28, 2026, to implement an energy storage project for the City of Nürtingen.

 

Other assets include a deposit for a rental building amounting to kEUR 137 (December 31, 2025: kEUR 137).

 

4.2.2 Inventories

 

Inventories include the following:

 

kEUR   Jun. 30,
2026
    Dec. 31,
2025
 
Finished goods     28,260       30,950  
Work in progress     3,467       5,019  
Raw materials     44,278       42,230  
Total     76,006       78,198  

 

kEUR   Jun. 30,
2026
    Dec. 31,
2025
 
Write-downs finished goods     -9,206       -9,206  
Write-downs work in progress     -1,318       -1,318  
Write-downs raw materials     -16,664       -16,664  
Total     -27,188       -27,188  

 

During the first half of 2026, ADSE recognized write-downs of inventories in an amount of kEUR 0 as an expense in the cost of sales in the statement of profit or loss.

 

4.2.3 Other accrued items

 

As of December 31, 2025, other accrued items included lender warrants for which the exercise conditions had not been met, as the related shareholder loans had not been drawn down. The lender warrants were initially recognized at their fair value on the grant date, adjusted for a 5% probability of drawdown of the related shareholder loans based on management’s assessment and ADSE’s projected cash flow requirements.

 

Following the restructuring of ADSE’s shareholder loans (please also refer to Note 4.2.7), management has concluded that these shareholder loans are no longer expected to be drawn down in the future. Consequently, other accrued items relating to the lender warrants were derecognized.

 

4.2.4 Equity

 

The changes in the various components of equity are shown in ADSE’s statements of changes in equity for the past two half-year periods.

 

The issued and outstanding shares as of June 30, 2026, and as of June 30, 2025, are shown in the table below.

 

in k units   2026     2025  
Outstanding as of Jan. 01     60,436       52,362  
Exercise of warrants     5,213       2,469  
Exercise of options     -       47  
Share based compensation     29       26  
Conversion from convertible note     -       922  
Share subscription     9,324       -  
Outstanding as of Jun. 30     75,002       55,826  
Treasury shares     80       80  
Issued and outstanding as of Jun. 30     75,082       55,906  

 

In the first half of financial year 2025, the exercise of public, private and shareholder warrants increased the number of outstanding shares by 2,468,837 shares and led to an increase in capital reserves of kEUR 34,168. Moreover, the conversion of debt from the convertible note into equity resulted in an issue of 922,195 shares which increased the capital reserve by kEUR 7,011.

 

In the first half of financial year 2026, 5,212,904 public warrants and warrants related to shareholder loans were exercised, which led to an increase in capital reserves of kEUR 52,179.

 

On May 8, 2026, and May 28, 2026, the Company granted non-transferable subscription rights to certain investors to purchase up to an aggregate of 11,324,000 Ordinary Shares at an exercise price of USD 1.00 per Ordinary Share, in exchange for support in connection with the Company’s efforts to simplify its capital structure. On May 8, 2026, 6,324,000 Ordinary Shares were exercised, and on May 28, 2026, a further 3,000,000 Ordinary Shares were exercised. As of June 30, 2026, 2,000,000 Ordinary Shares remain outstanding and are exercisable until December 31, 2029.

 

Based on management’s judgment, the transaction qualifies as an equity transaction with owners acting in their capacity as owners and therefore falls within the scope of IAS 1.109. In accordance with IAS 1.109, transactions with owners in their capacity as owners are recognized directly in equity and do not affect profit or loss. Consequently, the fair value of the subscription rights at the grant date, amounting to kEUR 100,319 (kUSD 117,328), was recognized within capital reserves, with a corresponding reduction of retained earnings.

 

Upon the exercise of the subscription rights, the Company received gross cash proceeds of kEUR 7,947 (kUSD 9,324). Net of transaction costs recognized directly in equity, the exercise of the subscription rights resulted in an increase of share capital of EUR 798 and an increase in capital reserves of kEUR 7,852.

 

4.2.5 Warrant liabilities

 

As of the reporting date, warrant liabilities include the following:

 

kEUR   No. of warrants issued     Jun. 30,
2026
 
Public warrants     5,006,836       2,645  
Private warrants     2,773,255       3,042  
Warrants relating to shareholder loans     3,466,668       5,709  
Total     11,246,759       11,396  

 

As of December 31, 2025, warrant liabilities included the following:

 

kEUR   No. of warrants issued     Dec. 31,
2025
 
Public warrants     5,047,695       5,112  
Private warrants     2,773,255       3,061  
Warrants relating to shareholder loans     8,638,713       35,376  
Warrants relating to Convertible Note     1,827,284       11,259  
Total     18,286,947       54,808  

 

Public and private warrants

 

As of June 30, 2026, the fair value of public and private warrant liabilities amounts to kEUR 5,687 (December 31, 2025: kEUR 8,173) and relates to 5,006,836 public warrants and 2,773,255 private warrants including 100,000 lender warrants issued. In comparison to December 31, 2025, 40,859 public warrants were exercised at an exercise price of 11,50 USD per warrant.

 

Warrants relating to shareholder loans

 

On April 9, 2026, the Company issued a Warrant Adjustment Notice to The Lucerne Capital Master Fund, L.P. and The Lucerne Capital Special Opportunity Fund, Ltd. (together, “Lucerne”), reducing the exercise price of the amended and restated warrants dated August 26, 2024 (the “Lucerne Warrants”) from $6.20 to $1.00 per share. Thereafter, Lucerne exercised all 5,172,045 outstanding Lucerne Warrants for aggregate proceeds of kUSD 5,172, and the Company issued 5,172,045 Ordinary Shares to Lucerne, consisting of 5,105,379 shares to Lucerne Master Fund and 66,666 shares to Lucerne Special Opportunity Fund.

 

Warrants relating to convertible note

 

Lucerne Master Fund acquired from Alto Opportunity Master Fund SPC – Master Segregated Portfolio B (“Ayrton”), AEMF SPV LLC and AIMF SPV LLC (together, “Anson”) all of their respective rights under that certain Securities Purchase Agreement, dated May 1, 2025, by and among the Company, Ayrton and Anson (the “Ayrton/Anson SPA”), together with the warrants issued thereunder (the “Ayrton/Anson Warrants”), pursuant to (i) a Warrant Purchase Agreement between Lucerne Master Fund and Ayrton dated April 6, 2026, and (ii) Securities Purchase Agreements between Lucerne Master Fund and each of AEMF SPV LLC and AIMF SPV LLC, each dated April 2, 2026, for aggregate cash consideration of kUSD 12,500.

 

Subsequently, the Company and Lucerne Master Fund entered into a cancellation agreement, pursuant to which Lucerne Master Fund has agreed that rights under the Ayrton/Anson SPA and the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund will be cancelled in consideration of a total cash payment by the Company to Lucerne Master Fund in an amount of kUSD 12,557. Until June 30, 2026, the Company made a partial payment of kUSD 5,000 (kEUR 4,245) towards this obligation. As a result, 742,924 Ayrton/Anson Warrants were cancelled while 1,084,360 warrants remain outstanding. The remaining obligation of kUSD 7,557 (kEUR 6,490) is included in trade and other payables.

 

4.2.6 Trade and other payables

 

Trade and other payables include the following:

 

kEUR   June 30,
2026
    Dec. 31,
2025
 
Trade payables     11,096       16,731  
Sales tax liabilities     421       599  
Accrued expenses     2,229       819  
Trade payables due to related parties     1,069       1,822  
Other payables non-financial     357       561  
Other payables financial     6,839       333  
Total     22,012       20,865  

 

Trade payables mainly consist of trade accounts payable and accruals for outstanding invoices.

 

Accrued expenses mainly relate to employee benefit accruals.

 

Other payables financial includes the remaining obligation of kUSD 7.557 (kEUR 6.490) from the repurchase of warrants related to convertible notes. See also to Note 4.2.5.

 

4.2.7 Loans and borrowings

 

As of June 30, 2026, loans and borrowings include shareholder loans with a book value of kEUR 15,863 and interest payable of kEUR 17 (December 31, 2025: book value of kEUR 5,006 and interest payable of kEUR 5). The shareholder loans are classified as current loans and borrowings.

 

In the first half of 2026, various tranches of one shareholder loan were combined into one tranche with an aggregate amount of kUSD 25,000, and the interest rate was increased from 10% p.a. to 11% p.a. Furthermore, the maturity date was extended from August 31, 2026, to July 31, 2027. As of the reporting date, the amount of kUSD 500 had been drawn.

 

Furthermore, another shareholder loan was extended from March 31, 2026, to July 31, 2026. As of June 30, 2026, the nominal amount drawn under this shareholder loan amounted to kUSD 2,580.

 

On February 25, 2026, another tranche of shareholder loans was amended, increasing the nominal amount from kEUR 5,000 to kEUR 32,500 and the fixed interest rate from 10% p.a. to 16% p.a. In addition, the maturity date of this shareholder loan was extended from June 30, 2026, to July 31, 2027. In the first half of 2026, ADSE drew kEUR 9,780 under this shareholder loan.

 

4.2.8 Financial instruments

 

The following table provides the carrying amounts and fair values of all financial assets and financial liabilities, including their levels in the fair value hierarchy.

 

kEUR   Classification   Fair value
hierarchy
  Carrying amount
Jun. 30,
2026
    Fair value
Jun. 30,
2026
    Carrying amount
Dec. 31,
2025
    Fair value
Dec. 31,
2025
 
Financial assets                                
Cash and cash equivalents   At amortized cost   n/a     4,589       4,589       6,987       6,987  
Trade receivables (current)   At amortized cost   n/a     3,472       3,472       5,289       5,289  
Other investments (non-current)   At amortized cost   n/a     859       859       6       6  
Other financial receivables (current)   At amortized cost   n/a     200       200       903       903  
Other financial receivables (non-current)   At amortized cost   n/a     26       26       25       25  
Total             9,146       9,146       13,212       13,212  

 

kEUR   Classification   Fair value
hierarchy
  Carrying amount
Jun. 30,
2026
    Fair value
Jun. 30,
2026
    Carrying amount
Dec. 31,
2025
    Fair value
Dec. 31,
2025
 
Financial liabilities                                
Warrant liabilities - private   FVTPL   3     3,042       3,042       3,061       3,061  
Warrant liabilities - public   FVTPL   1     2,645       2,645       5,112       5,112  
Warrant liabilities - Shareholder loan   FVTPL   3     5,708       5,708       35,376       35,376  
Warrant liabilities - Convertible Notes   FVTPL   3     -       -       11,259       11,259  
Loans and borrowings (current)   At amortized cost   n/a     15,880       15,880       48,560       48,560  
Trade payables (current)   At amortized cost   n/a     11,096       11,096       16,731       16,731  
Trade payables due to related parties
(current)
  At amortized cost   n/a     1,069       1,069       1,822       1,822  
Lease liabilities (non-current)   At amortized cost   n/a     1,286       -       1,866       -  
Lease liabilities (current)   At amortized cost   n/a     1,334       -       1,322       -  
Other payables financial (current)   At amortized cost   n/a     6,839       6,839       333       333  
Total             48,900       46,280       125,442       122,254  

 

The significant decrease in financial liabilities resulted from the exercise of warrants, the remaining obligation arising from the repurchase of warrants related to the convertible note (refer to Note 4.2.5), and the adjusted drawdown probability for shareholder loans (refer to Note 4.2.3).