Unaudited Interim Condensed Consolidated Financial Statements
As of and for the six months ended June 30, 2026
Ara VAC IE Aggregator, LP
Interim condensed consolidated statement of profit or loss
for the six months ended June 30
(Unaudited)
| Note | 2026 | 2025 | |||||||
| kEUR | kEUR | ||||||||
| Revenue | 3 | 211,489 | 156,863 | ||||||
| Cost of sales | (194,704 | ) | (165,722 | ) | |||||
| Gross profit / (loss) | 16,785 | (8,859 | ) | ||||||
| Distribution expenses | (9,323 | ) | (8,444 | ) | |||||
| Administrative expenses | 4 | (35,238 | ) | (10,946 | ) | ||||
| Research and development expenses | (3,459 | ) | (2,523 | ) | |||||
| Other income | 6,310 | 8,978 | |||||||
| Other expense | (9,544 | ) | (3,658 | ) | |||||
| Operating loss | (34,469 | ) | (25,452 | ) | |||||
| Finance income | 5 | 3,627 | 1,411 | ||||||
| Finance expenses | 6 | (34,326 | ) | (37,896 | ) | ||||
| Loss before tax | (65,168 | ) | (61,937 | ) | |||||
| Income taxes | 7 | 7,744 | 17,122 | ||||||
| Loss after tax | (57,424 | ) | (44,815 | ) | |||||
| Attributable to: | |||||||||
| Loss attributable to non-controlling interests | 16 | (5,336 | ) | (5,087 | ) | ||||
| Loss attributable to equity holders of the parent | 16 | (52,088 | ) | (39,728 | ) | ||||
| (57,424 | ) | (44,815 | ) |
Interim condensed consolidated statement of comprehensive income (loss)
for the six months ended June 30
(Unaudited)
| 2026 | 2025 | ||||||||
| Note | kEUR | kEUR | |||||||
| Loss after tax | (57,424 | ) | (44,815 | ) | |||||
| Other comprehensive income (loss) | |||||||||
| Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods (net of tax): | |||||||||
| Exchange differences on translation of foreign operations | 2,495 | (11,582 | ) | ||||||
| Net gain (loss) on cash flow hedges | 2,919 | (5,684 | ) | ||||||
| Net other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods (net of tax) | 5,414 | (17,266 | ) | ||||||
| Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (net of tax): | |||||||||
| Remeasurement gain (loss) on defined benefit plans | 14 | 1,069 | 2,958 | ||||||
| Net comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods (net of tax) | 1,069 | 2,958 | |||||||
| Other comprehensive (loss) income, net of tax | 6,483 | (14,308 | ) | ||||||
| Total comprehensive (loss) income, net of tax | (50,941 | ) | (59,123 | ) | |||||
| Attributable to: | |||||||||
| Equity holders of the parent | (45,875 | ) | (54,021 | ) | |||||
| Non-controlling interests | (5,066 | ) | (5,102 | ) |
Interim condensed consolidated statement of financial position
as of June 30, 2026 and December 31, 2025
(Unaudited)
| June 30, 2026* | December 31, 2025 | ||||||||
| Assets | Note | kEUR | kEUR | ||||||
| Current assets | |||||||||
| Cash and cash equivalents | 8 | 43,667 | 15,586 | ||||||
| Restricted cash | 8 | 382 | 2,951 | ||||||
| Trade and other receivables | 9 | 79,040 | 30,404 | ||||||
| Inventories | 10 | 101,730 | 96,535 | ||||||
| Prepaid income tax | 992 | 1,035 | |||||||
| Transferable tax credit | 18 | - | 87,005 | ||||||
| Other financial assets | 12.1 | 104 | 111 | ||||||
| 225,915 | 233,627 | ||||||||
| Non-current assets | |||||||||
| Property, plant and equipment | 11 | 460,469 | 430,965 | ||||||
| Right-of-use assets | 11 | 4,882 | 4,866 | ||||||
| Intangible assets | 11 | 318,525 | 330,292 | ||||||
| Prepaid insurance | 18 | 2,803 | - | ||||||
| Other financial assets | 12.1, 12.3 | 14,771 | 15,068 | ||||||
| Deferred financing costs | 917 | 1,008 | |||||||
| Deferred tax assets | 14,082 | 13,618 | |||||||
| 816,449 | 795,817 | ||||||||
| Total Assets | 1,042,364 | 1,029,444 | |||||||
| Liabilities and Equity | |||||||||
| Current liabilities | |||||||||
| Interest-bearing loans and borrowings | 12.2 | 42,201 | 36,828 | ||||||
| Short-term interest-bearing loans and borrowings - related party | 12.2, 17 | 6,585 | - | ||||||
| Trade and other payables | 13 | 66,121 | 60,479 | ||||||
| Short-term lease liabilities | 1,990 | 2,205 | |||||||
| Contract liabilities | 22,843 | 21,560 | |||||||
| Current income tax liabilities | 474 | 594 | |||||||
| Employee benefit obligations | 14 | 14,444 | 14,515 | ||||||
| Current other financial liabilities | 12.2 | 127 | - | ||||||
| Provisions | 5,111 | 6,265 | |||||||
| 159,896 | 142,446 | ||||||||
| Non-current liabilities | |||||||||
| Interest-bearing loans and borrowings | 12.2 | 417,303 | 413,605 | ||||||
| Employee benefit obligations | 14 | 122,631 | 127,941 | ||||||
| Long-term lease liabilities | 3,007 | 2,817 | |||||||
| Provisions | 1,184 | 65 | |||||||
| Uncertain tax position | 13,385 | 12,978 | |||||||
| Other financial liabilities | 12.2, 12.3 | 5,880 | - | ||||||
| Deferred tax liabilities | 81,877 | 89,395 | |||||||
| 645,267 | 646,801 | ||||||||
| Equity | |||||||||
| Partners' capital | 16 | 479,184 | 432,847 | ||||||
| Accumulated losses | (245,822 | ) | (193,733 | ) | |||||
| Other capital reserves | 563 | - | |||||||
| Other comprehensive losses / income | 564 | (5,650 | ) | ||||||
| Equity attributable to equity holders of the parent | 234,489 | 233,464 | |||||||
| Non-controlling interests | 16 | 2,712 | 6,733 | ||||||
| Total Equity | 237,201 | 240,197 | |||||||
| Total Liabilities and Equity | 1,042,364 | 1,029,444 |
*Refer to Note 1.2, Key Events for information on management's basis of presentation.
Interim condensed consolidated statement of changes in equity
for the six months ended June 30, 2026 and 2025
(Unaudited)
| Partners' capital |
Accumulated losses |
Other Capital Reserves |
Actuarial gains/losses |
Cash flow hedge reserve |
Foreign currency translation reserve |
Total equity attributable to partners of the parent |
Non-controlling interests |
Total equity | ||||||||||||||||||||||
| Note | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |||||||||||||||||||||
| At January 1, 2026 | 432,847 | (193,733 | ) | - | 81 | 1,212 | (6,943 | ) | 233,464 | 6,733 | 240,197 | |||||||||||||||||||
| (Loss) for the period | - | (52,089 | ) | - | - | - | - | (52,089 | ) | (5,335 | ) | (57,424 | ) | |||||||||||||||||
| Other comprehensive income | 12.1, 16 | - | - | - | 961 | 2,919 | 2,334 | 6,214 | 269 | 6,483 | ||||||||||||||||||||
| Total comprehensive income/ (loss) | - | (52,089 | ) | - | 961 | 2,919 | 2,334 | (45,875 | ) | (5,066 | ) | (50,941 | ) | |||||||||||||||||
| Capital contributions | 16 | 46,337 | - | - | - | - | 46,337 | 1,045 | 47,382 | |||||||||||||||||||||
| Share based payment | 17 | - | - | 563 | - | - | - | 563 | - | 563 | ||||||||||||||||||||
| At June 30, 2026 | 479,184 | (245,822 | ) | 563 | 1,042 | 4,131 | (4,609 | ) | 234,489 | 2,712 | 237,201 | |||||||||||||||||||
| At January 1, 2025 | 407,980 | (115,049 | ) | - | (6,748 | ) | 6,465 | 2,872 | 295,520 | 13,319 | 308,839 | |||||||||||||||||||
| (Loss) for the period | - | (39,728 | ) | - | - | - | - | (39,728 | ) | (5,087 | ) | (44,815 | ) | |||||||||||||||||
| Other comprehensive income/ (loss) | 12.1, 16 | - | - | - | 2,659 | (5,684 | ) | (11,268 | ) | (14,293 | ) | (15 | ) | (14,308 | ) | |||||||||||||||
| Total comprehensive income/ (loss) | - | (39,728 | ) | - | 2,659 | (5,684 | ) | (11,268 | ) | (54,021 | ) | (5,102 | ) | (59,123 | ) | |||||||||||||||
| Capital contributions | 16 | 18,037 | - | - | - | - | - | 18,037 | 2,026 | 20,063 | ||||||||||||||||||||
| At June 30, 2025 | 426,017 | (154,777 | ) | - | (4,089 | ) | 781 | (8,396 | ) | 259,536 | 10,243 | 269,779 |
Interim condensed consolidated statement of cash flows
for the six months ended June 30
(Unaudited)
| 2026 | 2025 | ||||||||
| Note | kEUR | kEUR | |||||||
| Loss after tax | (57,424 | ) | (44,815 | ) | |||||
| Adjustments to reconcile loss to cash provided by operating activities | |||||||||
| Depreciation and amortization expense | 11 | 31,681 | 26,503 | ||||||
| Income taxes | 7 | (7,744 | ) | (17,122 | ) | ||||
| Finance income/expenses, net | 5, 6 | 30,699 | 36,485 | ||||||
| Change in assets and liabilities | |||||||||
| Inventories | 10 | (5,195 | ) | (1,328 | ) | ||||
| Trade receivables | 9 | (37,920 | ) | (8,135 | ) | ||||
| Trade payables | 13 | (4,566 | ) | (4,460 | ) | ||||
| Current provisions | (1,154 | ) | (504 | ) | |||||
| Other current receivables | 9, 12.1, 18 | 76,302 | (666 | ) | |||||
| Prepaid Insurance | 18 | (2,803 | ) | - | |||||
| Other current liabilities | 12.2, 13 | 11,547 | (1,714 | ) | |||||
| Long-term provisions | 14 | (5,481 | ) | (3,223 | ) | ||||
| Income taxes paid | 7 | (474 | ) | (1,159 | ) | ||||
| Other non-cash items | 2,635 | 752 | |||||||
| Net cash provided by (used in) operating activities | 30,103 | (19,386 | ) | ||||||
| Investing activities | |||||||||
| Purchases of property, plant, and equipment and intangibles | 11 | (42,536 | ) | (111,329 | ) | ||||
| Proceeds from government grants | 11, 18 | 3,904 | 17,515 | ||||||
| Interest received | 5, 12.2 | 360 | 604 | ||||||
| Change in restricted cash | 8 | 2,569 | 1,619 | ||||||
| Net cash used in investing activities | (35,703 | ) | (91,591 | ) | |||||
| Financing activities | |||||||||
| Proceeds from equity contributions | 16 | 47,382 | 20,063 | ||||||
| Interest paid, other | 6, 12.2 | (428 | ) | (431 | ) | ||||
| Proceeds from borrowings | 12.2 | 31,585 | 119,596 | ||||||
| Principal payment on borrowings | 12.2 | (23,377 | ) | - | |||||
| Interest and financing fees paid | 6 | (20,239 | ) | (15,516 | ) | ||||
| Cash payments for the principal portion of the lease liability | 11 | (1,367 | ) | (3,471 | ) | ||||
| Interest related to lease liabilities | 11 | (125 | ) | (156 | ) | ||||
| Net cash provided by financing activities | 33,431 | 120,085 | |||||||
| Cash and cash equivalents at the beginning of the period | 8 | 15,586 | 34,687 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 250 | (2,699 | ) | ||||||
| Net increase in cash and cash equivalents | 27,831 | 9,108 | |||||||
| Cash and cash equivalents at the end of the period | 8 | 43,667 | 41,096 |
Index to notes to the unaudited interim condensed consolidated financial statements
Contents
Notes to the unaudited interim condensed consolidated financial statements
Notes to the unaudited interim condensed consolidated financial statements
Note 1: Basis of presentation
1.1 Overview
Ara VAC IE Aggregator, LP and its subsidiaries ("IE Aggregator", "Company" or "Group") is a limited partnership governed by the laws of Ireland located at 32 Molesworth Street, Dublin 2, Ireland, registered with the Irish Companies Registration Office.
The Group consists of Ara VAC TopCo GmbH ("German TopCo") and its subsidiaries and Ara VAC TopCo US LLC ("US TopCo") and its subsidiaries, each directly and indirectly controlled by IE Aggregator. IE Aggregator owns 89.9% of the interests in the German TopCo and 100% of the interest in the US TopCo. The remaining 10.1% of German TopCo is held by Ara VAC Blocker, SLP and Ara VAC Holdings, Ltd. having respectively 1.6% and 8.5% interests and are presented as non-controlling interests. IE Aggregator constitutes the parent and therefore prepares the interim condensed consolidated financial statements for the Group.
The Group engages in the manufacture of magnetic alloys, components and related product solutions for a range of technological and industrial applications. Its operations span Europe, Asia and North America, with key manufacturing and research and development sites across these regions. Its products serve industries including automotive, industrial automation, energy, defense and medical technology. The Group's ultimate parent is Ara Fund III GP, Ltd., Cayman Islands which exercises control through Ara VAC Holdings, Ltd. and Ara VAC Blocker, SLP.
1.2 Key events
On June 23, 2026, the Aggregator, together with Ara VAC Holdings, Ltd. and Ara VAC Blocker, SLP, entered into an Agreement and Plan of Merger (the "Agreement") with Energy Fuels Inc. ("Energy Fuels") pursuant to which Energy Fuels will acquire 100% of the equity interests in the German TopCo and the US TopCo through a series of merger transactions for total cash and equity consideration with an implied equity value of approximately $1.9 billion. The transaction remains subject to customary closing conditions, including regulatory approvals, and is expected to close in the next 12 months.
Following execution of the Agreement, management assessed the requirements of IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. Based on the facts and circumstances existing as of June 30, 2026, management believes that the German TopCo and the US TopCo meet the criteria for classification as held for sale as at the execution of the Agreement. As the German TopCo and the US TopCo comprise substantially all of the Aggregator's assets and liabilities, other than cash directly held at the Aggregator of kEUR 11,810 as of June 30, 2026, management believes that presenting the disposal group as two single line items on the balance sheet would not provide meaningful information to users of these financial statements. Accordingly, the accompanying consolidated balance sheet for the current period continues to present, recognize and measure the Group's underlying assets and liabilities on a basis consistent with prior periods unless otherwise disclosed in these consolidated financial statements.
Management also evaluated whether the German TopCo and the US TopCo should be presented as a discontinued operation. Based on the evaluation, management believes the German TopCo and the US TopCo do not represent components of the Aggregator for purposes of IFRS 5, as the operations and cash flows of the German TopCo and the US TopCo are not clearly distinguishable from those of the Aggregator as a whole. In addition, because the disposal group comprises substantially all of the Aggregator's operations, management believes that presentation of the German TopCo and the US TopCo as discontinued operations would not provide meaningful additional information to users of the financial statements because substantially all of the Group's profit or loss would be classified within discontinued operations. Accordingly, the results of the German TopCo and the US TopCo continue to be presented within continuing operations for all periods presented.
Notes to the unaudited interim condensed consolidated financial statements
Upon completion of the transaction, the Aggregator is expected to remain in existence and hold the equity consideration received from Energy Fuels as part of the purchase consideration. As a result, the transaction is expected to represent the disposition of the Aggregator's operating business in exchange for cash and equity interests in Energy Fuels rather than liquidation of the Aggregator.
1.3 Financial reporting framework
The interim financial report is prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board, and contains condensed financial statements, in that it includes selected explanatory notes rather than all of the notes that would be required in a complete set of financial statements.
The interim condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 contained in this report are unaudited and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025.
The interim condensed consolidated financial statements have been prepared on a historical cost basis, and are presented in euros (EUR), rounded to the nearest thousand (kEUR), unless otherwise indicated elsewhere in the notes to the interim condensed consolidated financial statements.
The preparation of the interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the interim condensed consolidated financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The interim condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the Company's results of operations, financial position and cash flows. For a description of the significant estimates, judgments and assumptions of the Company, refer to Note 4, Significant accounting judgments, estimates and assumptions in the consolidated financial statements as at December 31, 2025.
1.4 New standards, interpretations and amendments
The accounting policies applied in these interim condensed consolidated financial statements are consistent with those applied in the Group's annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of the following amendments and annual improvements effective January 1, 2026:
The adoption of these amendments did not have a material impact on the Group's interim condensed consolidated financial statements. The Group has not early adopted any standards or amendments that have been issued but are not yet effective. The Group is currently assessing the impact of IFRS 18, Presentation and Disclosure in Financial Statements, which becomes effective for annual periods beginning on or after January 1, 2027.
Note 2: The Group's ability to continue as a going concern
The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis.
Customer Dispute
During the six months ended June 30, 2026, e-VAC Magnetics LLC, a subsidiary of the Group, became involved in a dispute with a customer regarding a commercial supply agreement that represents a substantial component of e-VAC Magnetics LLC's expected future revenues and operating plans. The dispute primarily relates to the calculation of compensation for underutilized production capacity under different contractual frameworks. The dispute first arose in April 2026. The customer provided official notice of termination of the commercial supply agreement on July 1, 2026, and the arbitration process has commenced. Given the early stage of the proceedings, management is unable to reliably estimate the likelihood, timing or amount of any recovery. Management will continue to monitor future developments and reassess the matter for changes in facts and circumstances. For the purposes of its liquidity planning, management has not included any estimated future settlement amount given uncertainty of the outcome; however, actual outcomes may differ materially from those assumptions.
Notes to the unaudited interim condensed consolidated financial statements
Liquidity and Covenant Compliance
At June 30, 2026, the Group held available liquidity of EUR 69.5 million, comprising cash and cash equivalents of EUR 43.7 million and undrawn committed credit facilities of EUR 25.8 million. The undrawn facilities consist of EUR 10.0 million remaining under the EUR 35.0 million German syndicated revolving credit facility (held at the level of Ara VAC BidCo GmbH) and approximately EUR 15.8 million representing the fully available USD 18.0 million revolving credit facility under the US Credit Agreement (held at the level of e-VAC Magnetics LLC). In addition to the third-party revolving credit facilities, the Group also entered into a related party loan arrangement with an affiliate of the Group's indirect shareholders, the Ara Funds. As of June 30, 2026, the outstanding balance was EUR 6.6 million.
A sensitivity analysis of the Group's current liquidity planning through the end of 2027, including reasonably possible downside cases, indicates that the cash expected to be on hand exceeds the minimum liquidity requirements over the planning horizon, taking into account the mitigating actions described below as well as the letters of comfort, loan advances and equity contributions provided by the Ara Funds. However, due to the continuing difficult market environment and the uncertainty surrounding the e-VAC Magnetics LLC customer dispute, there remains a risk that actual results may fall below plan.
The financial covenants under the Group's external financing arrangements are not imposed at the level of Ara VAC IE Aggregator LP but apply at the level of the respective borrowers within the Group. These arrangements include the EUR 165.0 million syndicated term loan and related EUR 35.0 million revolving credit facility held by Ara VAC BidCo GmbH, as well as the USD 300.0 million construction/term loan and related USD 18.0 million revolving credit facility held by e-VAC Magnetics LLC. The facilities continue to be subject to customary financial and non-financial covenants, including leverage, liquidity, reporting and compliance requirements, as set out in the respective financing agreements.
As of June 30, 2026, both Ara VAC BidCo GmbH and e-VAC Magnetics LLC were in compliance with all financial covenants under their respective financing arrangements. No financial covenants are imposed at the level of Ara VAC TopCo GmbH, Ara VAC TopCo US LLC or Ara VAC IE Aggregator, LP.
Scenario Liquidity Planning and Shareholder Commitments
The Group's assessment included scenario analyses and considerations of reasonably possible downside cases for the Group, together with available mitigating actions, including the committed support under the letters of comfort, customer dispute resolution alternatives, working capital measures, liquidity management actions, and other actions available under the Group's financing arrangements. Prior to the issuance of these financial statements, the Ara Funds, as indirect shareholders of the Group, advanced an additional USD 28.4 million in loans to the Group. Furthermore, Ara Fund III, LP, Ara Fund III-B, LP, Ara Fund III-AIV, LP, Ara Fund III-A, SCSp and Ara Fund III-C, SCSp (together the "Ara Funds") provided two letters of comfort during 2026, that together provide sufficient financing through September 30, 2027:
Such financial support may be provided by way of equity contributions, shareholder loans, or contributions to the capital reserve. Management's assessment required significant judgment, particularly with respect to the potential outcomes of the customer dispute and the timing and extent of related cash flows. In performing its assessment, management considered a range of reasonably possible scenarios, including scenarios involving the termination of the commercial supply agreement, together with the mitigating actions available to the Group and the financial support arrangements described above. Taking into account the letters of comfort provided by the Ara Funds, the additional USD 28.4 million in loan advances received prior to issuance, the Group's available liquidity position, and the mitigating actions within management's control, management has concluded that the Group has adequate resources to continue its operations for a period of at least twelve months from the date of issuance of these financial statements. Accordingly, management has determined that no material uncertainties exist that may cast significant doubt on the Group's ability to continue as a going concern.
Notes to the unaudited interim condensed consolidated financial statements
During the period, the Group entered into the merger agreement described in Note 1.2, Key Events. Management has assessed that a potential sale does not give rise to any impairment risk under IAS 36 for the existing assets; accordingly, no impairment losses are expected.
Note 3: Revenue
| Business divisions | Rapid Solidification |
Crystalline | Permanent Magnets |
Total | ||||||||
| kEUR | kEUR | kEUR | kEUR | |||||||||
| For the six months ended June 30, 2026 | ||||||||||||
| Germany | 11,469 | 13,515 | 14,288 | 39,272 | ||||||||
| Europe excluding Germany | 36,239 | 17,065 | 16,100 | 69,404 | ||||||||
| North America | 9,162 | 9,111 | 48,438 | 66,711 | ||||||||
| Asia Pacific | 23,508 | 7,640 | 3,487 | 34,635 | ||||||||
| Rest of World | 231 | 1,193 | 43 | 1,467 | ||||||||
| Total revenue from contracts with customers | 80,609 | 48,524 | 82,356 | 211,489 | ||||||||
| For the six months ended June 30, 2025 | ||||||||||||
| Germany | 9,681 | 10,081 | 8,900 | 28,662 | ||||||||
| Europe excluding Germany | 37,488 | 16,074 | 14,854 | 68,416 | ||||||||
| North America | 9,242 | 8,550 | 8,007 | 25,799 | ||||||||
| Asia Pacific | 23,338 | 8,019 | 2,299 | 33,656 | ||||||||
| Rest of World | 203 | 106 | 21 | 330 | ||||||||
| Total revenue from contracts with customers | 79,952 | 42,830 | 34,081 | 156,863 |
Note 4: Administrative Expenses
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| kEUR | kEUR | |||||
| Administrative expenses | ||||||
| Salary and wages | 5,386 | 3,281 | ||||
| Social security expenses | 852 | 702 | ||||
| Training and recruitment expenses | 131 | 207 | ||||
| Professional fees | 23,722 | 2,003 | ||||
| Travel expenses | 288 | 158 | ||||
| IT service and communications | 309 | 290 | ||||
| Depreciation and amortization | 2,693 | 2,880 | ||||
| Insurance expenses | 1,563 | 1,256 | ||||
| Other administrative expenses | 294 | 169 | ||||
| 35,238 | 10,946 | |||||
Notes to the unaudited interim condensed consolidated financial statements
The increase in administrative expenses for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily attributable to higher professional fees. Professional fees consist primarily of legal, audit, accounting, and tax service costs incurred in connection with the Group's operating activities and strategic and transaction-related initiatives undertaken during the period.
Note 5: Finance income
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| kEUR | kEUR | |||||
| Finance income | ||||||
| Interest income third-party | 9 | 12 | ||||
| Income from fair value changes of embedded derivatives | - | 129 | ||||
| Income from amortization of interest-bearing loans | 1,357 | - | ||||
| Income from modification of interest-bearing loan | 68 | - | ||||
| Financing foreign exchange gains | 2,193 | 1,270 | ||||
| 3,627 | 1,411 | |||||
Note 6: Finance expenses
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| kEUR | kEUR | |||||
| Finance expenses | ||||||
| Interest expense on employee benefit obligations | 2,818 | 2,547 | ||||
| Interest expense third-party | 20,298 | 8,980 | ||||
| Expenses from fair value changes of embedded derivatives | 9,434 | 8,365 | ||||
| Other financing fees | 723 | 799 | ||||
| Expense from modification of interest-bearing loan | - | 11,538 | ||||
| Expense from amortization of interest-bearing loans | 231 | 416 | ||||
| Expense from amortization of deferred assets | 128 | 127 | ||||
| Financing foreign exchange losses | 322 | 4,538 | ||||
| Interest expense leasing | 125 | 156 | ||||
| Other | 247 | 430 | ||||
| 34,326 | 37,896 | |||||
Note 7: Income Tax
| Six months ended June 30, | ||||||
| Interim condensed consolidated other comprehensive income / (loss) | 2026 | 2025 | ||||
| kEUR | kEUR | |||||
| Deferred tax related to items recognized in OCI during the period: | ||||||
| Net (gain)/loss on actuarial gains and losses | 478 | 1,650 | ||||
| Deferred tax charged / (credited) to OCI | 478 | 1,650 | ||||
The income tax benefit for the six months ended June 30, 2026 and June 30, 2025, amounted to kEUR 7,744 and kEUR 17,122. The tax rate for the six months ended June 30, 2026 and June 30, 2025 was 11.884% and 27.644%, respectively. The less favorable tax rate in the current period is primarily related to a change in the amount of unrecognized tax losses of Ara VAC IE Aggregator LP. No deferred tax asset was recognized for the Aggregator's tax loss carryforwards, as management determined that it is not probable that sufficient future taxable profits will be available at the Aggregator LP level against which the losses can be utilized.
Notes to the unaudited interim condensed consolidated financial statements
Since 1 January 2024, the Pillar Two legislation has been in force. The analysis for the June 30, 2026 reporting period revealed no indications of any material impact under this legislation. The Group is therefore not affected by the scope of global minimum taxation according to the OECD Pillar Two model regulations. As a consequence, no provisions for Pillar Two income taxes were recognized. The Group applies the exemption from recognizing deferred taxes in connection with Pillar Two income taxes.
Note 8: Cash and cash equivalents and restricted cash
| June 30, 2026 | December 31, 2025 | |||||
| kEUR | kEUR | |||||
| Cash and cash equivalents | 43,667 | 15,586 | ||||
| Restricted Cash - Current | 382 | 2,951 | ||||
| Total cash and cash equivalents and restricted cash | 44,049 | 18,537 |
Note 9: Trade and other receivables
| June 30, 2026 |
December 31, 2025 |
|||||
| kEUR | kEUR | |||||
| Trade receivables third-party | 54,657 | 16,786 | ||||
| Trade receivables third-party - Continuing involvement asset (factoring) | 281 | 271 | ||||
| Trade and other receivables from related parties (Note 17) | 48 | 9 | ||||
| Factoring holdback receivables | 7,542 | 4,988 | ||||
| Financial assets | 62,528 | 22,054 | ||||
| Other tax assets | 3,421 | 2,900 | ||||
| Prepaid expenses | 8,585 | 1,946 | ||||
| Other non-financial assets | 4,506 | 3,504 | ||||
| Non-financial assets | 16,512 | 8,350 | ||||
| Total trade and other receivables | 79,040 | 30,404 |
The increase in trade and other receivables as of June 30, 2026, compared to December 31, 2025, was primarily attributable to higher permanent magnets revenue (Note 3, Revenue).
For the six months ended June 30, 2026, the Group recognized a customer-specific expected credit loss allowance of kEUR 7,680, reflecting management's estimate of lifetime expected credit losses under the simplified approach. As of June 30, 2026, trade receivables third-party are presented net of an allowance of kEUR 7,680. No material loss allowance had been recognized as of December 31, 2025.
Trade accounts receivable factoring program
The Group is party to two separate non-recourse "silent" factoring arrangements under which the Group sells eligible EUR and USD denominated trade receivables on a recurring basis. As of June 30, 2026 and December 31, 2025, receivables sold under the factoring arrangements amounted to kEUR 30,013 and kEUR 24,027, respectively.
Notes to the unaudited interim condensed consolidated financial statements
Note 10: Inventories
Inventories as of June 30, 2026, and December 31, 2025, respectively, are comprised of the following:
| June 30, 2026 |
December 31, 2025 |
|||||
| kEUR | kEUR | |||||
| Raw materials | 36,175 | 36,718 | ||||
| Work in progress | 55,214 | 50,302 | ||||
| Finished goods | 10,341 | 9,515 | ||||
| Total inventories | 101,730 | 96,535 |
The total allowance for obsolescence, slow-moving inventories and excess of cost over net realizable value as of June 30, 2026 and December 31, 2025 was kEUR 7,894 and kEUR 9,829, respectively. During the six months ended June 30, 2026 and June 30, 2025, the inventory valuation allowance decreased by kEUR 1,935 and kEUR 40, respectively, primarily from utilization.
Note 11: Non-current assets
| Carrying amount at January 1, 2026 |
Additions | Disposals | Asset-related government grants/tax credit deducted from cost |
Depreciation and amortization |
Foreign exchange difference |
Carrying amount at June 30, 2026 |
|||||||||||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |||||||||||||||
| Property, plant and equipment | 430,965 | 39,300 | - | (3,904 | ) | (14,990 | ) | 9,098 | 460,469 | ||||||||||||
| Intangible assets | 330,292 | 3,134 | - | - | (15,290 | ) | 389 | 318,525 | |||||||||||||
| Right-of-use assets | 4,866 | 1,343 | - | - | (1,401 | ) | 74 | 4,882 |
During the six months ended June 30, 2026 and June 30, 2025, the Group acquired property, plant and equipment with a cost of kEUR 39,300 and kEUR 114,682. The Group received kEUR 3,904 and kEUR 17,515 of government grants during the six months ended June 30, 2026 and June 30, 2025, respectively. The Group did not have any disposals of property, plant and equipment during the six months ended June 30, 2026 and June 30, 2025.
Borrowing costs capitalized in the six months ended June 30, 2026 and June 30, 2025, amounted to kEUR nil and kEUR 6,059, respectively. Capitalized borrowing costs are included within property, plant and equipment additions and are reflected in the statement of cash flows as interest and financing fees paid within financing activities.
During the six months ended June 30, 2026 and June 30, 2025, the Group acquired intangible assets with a cost of kEUR 3,134 and kEUR 2,569, respectively, and acquired right-of-use assets with a cost of kEUR 1,343 and kEUR 2,439, respectively. The Group did not recognize any disposals of intangible assets or right-of-use assets during the six months ended June 30, 2025.
The Group assessed whether indicators of impairment existed as of June 30, 2026 and concluded that no impairment losses were required to be recognized for property, plant and equipment, intangible assets or right-of-use assets. The Group did not recognize any impairment losses to property, plant and equipment and intangible assets for the six months ended June 30, 2025.
Note 12: Financial assets and liabilities
12.1: Financial assets
The carrying amounts of financial assets by class and IFRS 9 measurement category are as follows:
Notes to the unaudited interim condensed consolidated financial statements
| June 30, 2026 |
December 31, 2025 |
||||||||||||||||||||
| |
Note | Fair Value Hierarchy |
Category | Carrying Amount |
Fair value |
Carrying Amount |
Fair value |
||||||||||||||
| kEUR | kEUR | kEUR | kEUR | ||||||||||||||||||
| Current | |||||||||||||||||||||
| Trade and other receivables | |||||||||||||||||||||
| Trade receivables third-party | 9 | n/a | FAAC | 54,657 | - | 16,786 | - | ||||||||||||||
| Trade receivables third-party - Continuing involvement asset (factoring) | 9 | n/a | n/a | 281 | - | 271 | - | ||||||||||||||
| Trade and other receivables from related parties | 9, 17 | n/a | FAAC | 48 | - | 9 | - | ||||||||||||||
| Factoring holdback receivables(1) | 9 | n/a | FAAC | 7,542 | - | 4,988 | - | ||||||||||||||
| Cash and cash equivalents | 8 | n/a | FAAC | 43,667 | - | 15,586 | - | ||||||||||||||
| Restricted cash | 8 | n/a | FAAC | 382 | - | 2,951 | - | ||||||||||||||
| Other financial assets | |||||||||||||||||||||
| Foreign exchange forward contracts | Level 2 | FVTPL | 86 | 86 | 18 | 18 | |||||||||||||||
| Commodity hedges | Level 2 | FVTPL | 18 | 18 | 93 | 93 | |||||||||||||||
| Non-current | |||||||||||||||||||||
| Other financial assets | |||||||||||||||||||||
| Embedded derivatives | 12.3 | Level 3 | FVTPL | 10,640 | 10,640 | 13,856 | 13,856 | ||||||||||||||
| Interest rate swaps | Level 2 | n/a | 4,131 | 4,131 | 1,212 | 1,212 | |||||||||||||||
| Total at amortized cost (FAAC) | 106,296 | 40,320 | |||||||||||||||||||
| Total at fair value through profit or loss (FVTPL) | 10,744 | 13,967 | |||||||||||||||||||
| Total other assets (non-FAAC/FVTPL) | 4,412 | 1,483 | |||||||||||||||||||
| Total financial assets | 121,452 | 55,770 | |||||||||||||||||||
(1) Factoring holdback receivables result from the deferred collection of a portion of the factored trade receivables in Euro and USD and cover 10% of the receivables sold.
Embedded derivatives, foreign exchange forward contracts, commodity hedges and interest rate swaps are measured at fair value. Foreign exchange forward contracts, interest rate swaps and commodity hedges reflect derivative contracts with positive fair values, are determined using valuation techniques based on observable market inputs and classified as Level 2 within the fair value hierarchy. Embedded derivatives are classified as Level 3 within the fair value hierarchy and further details regarding this classification are presented below. There were no transfers between Levels 1, 2 and 3 during the six months ended June 30, 2026. Transfers between Levels would be deemed to have occurred at the end of the reporting period in which they occur.
The carrying amounts of financial assets measured at amortized cost approximate their fair values due to their short-term nature.
12.2: Financial liabilities
The carrying amounts of financial liabilities by class and IFRS 9 measurement category are as follows:
Notes to the unaudited interim condensed consolidated financial statements
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Note | Fair Value Hierarchy |
Category | Carrying Amount |
Fair value |
Carrying Amount |
Fair value |
|||||||||||||||
| kEUR | kEUR | kEUR | kEUR | ||||||||||||||||||
| Current | |||||||||||||||||||||
| Interest-bearing loans and borrowings | |||||||||||||||||||||
| Interest-bearing loans and borrowings | n/a | FLAC | 38,230 | - | 32,462 | - | |||||||||||||||
| Interest-bearing loans and borrowings - related party | 17 | n/a | FLAC | 6,585 | - | - | - | ||||||||||||||
| Interest-bearing loans and borrowings (accrued interest) | n/a | FLAC | 3,971 | - | 4,366 | - | |||||||||||||||
| Other financial liabilities | |||||||||||||||||||||
| Commodity hedges | Level 2 | FVTPL | 127 | - | - | - | |||||||||||||||
| Trade and other payables | |||||||||||||||||||||
| Trade payables | 13 | n/a | FLAC | 43,205 | - | 47,304 | - | ||||||||||||||
| Trade payables - with continuing involvement associated liability (factoring) | 13 | n/a | n/a | 281 | - | 284 | - | ||||||||||||||
| Other payables to related parties | 13, 17 | n/a | FLAC | 58 | - | ||||||||||||||||
| Other financial liabilities due to third parties | 13 | n/a | FLAC | 151 | - | 291 | - | ||||||||||||||
| Non-current | |||||||||||||||||||||
| Interest-bearing loans and borrowings | Level 3 | FLAC | 417,303 | 424,467 | 413,605 | 430,883 | |||||||||||||||
| Other financial liabilities | |||||||||||||||||||||
| Embedded derivatives | 12.3 | Level 3 | FVTPL | 5,880 | 5,880 | - | - | ||||||||||||||
| Total at amortized cost (FLAC) | 509,503 | 498,028 | |||||||||||||||||||
| Total at fair value through profit or loss (FVTPL) | 6,007 | - | |||||||||||||||||||
| Total other liabilities (non-FAAC/FVTPL) | 281 | 284 | |||||||||||||||||||
| Total financial liabilities | 515,791 | 498,312 | |||||||||||||||||||
Trade and other payables are recognized at the transaction price and measured at amortized cost. Due to their short-term nature, the carrying amounts approximate their fair values.
For the current interest-bearing borrowings, the fair values are not materially different from their carrying amounts.
The fair values of Group's non-current Interest-bearing loans and borrowings are determined using the discounted cash flow method with term-specific discount rates that reflect the issuer's credit risk. The discount rate includes a credit spread taken from the valuation of the embedded derivatives. As it is not readily observable on the market, it constitutes a Level 3 input.
For the six months ended June 30, 2026, the Group utilized kEUR 25,000 of available borrowing capacity under its kEUR 35,000 revolving credit facility maturing April 5, 2028. As of June 30, 2026, the outstanding balance was kEUR 25,000 and is classified within current Interest-bearing loans and borrowings in the balance sheet. Borrowings under the facility bear interest at a variable rate of three-month-EURIBOR plus a 4% margin and are subject to a three-month term with full repayment required unless management affirmatively renews through a new utilization notice.
Notes to the unaudited interim condensed consolidated financial statements
During the six months ended June 30, 2026, the Group entered into a related party loan funding arrangement with the Ara Funds. As of June 30, 2026, the outstanding balance was kEUR 6,585. The amounts advanced bear interest at 8% per annum and mature 363 calendar days from the date of each advance, at which time principal and accrued interest are payable. The loan is repayable in cash, including accrued interest, on the final repayment date through the distribution waterfall prior to distributions to holders of ordinary and preference equity interests (refer to Note 16, Equity). If the loan remains unpaid by maturity, the outstanding principal and accrued interest automatically convert into equity interests at fair value split between ordinary and preference interests using the same proportions as the contributing lender's existing interests.
During the six months ended June 30, 2026, the Group made a kEUR 14,384 principal repayment on the kEUR 165,000 term loan using a portion of the proceeds from the monetization of the §48C tax credits (Qualifying Advanced Energy Project Credits under Section 48C of the U.S. Internal Revenue Code). The Group also fully repaid the kUSD 10,000 principal outstanding under its kUSD 18,000 revolving loan facility. No borrowings were made under the facility during the six months ended June 30, 2026.
Embedded derivatives and commodity hedges are measured at fair value. Commodity hedges are determined using valuation techniques based on observable market inputs and classified as Level 2 within the fair value hierarchy. Embedded derivatives are classified as Level 3 within the fair value hierarchy and further details regarding this classification are presented below. There were no transfers between Levels 1, 2 and 3 during the six months ended June 30, 2026. Transfers between Levels would be deemed to have occurred at the end of the reporting period in which they occur.
12.3: Embedded Derivatives
The EUR 165.0 million term loan contains three embedded derivative features (call option, put option, interest rate floor) that are economically interrelated and require separation. In accordance with IFRS 9, the Group has determined that these features are accounted for as a single compound embedded derivative. The embedded derivative was presented within Other financial assets as of December 31, 2025, and within Other financial liabilities as of June 30, 2026, reflecting a change from a positive to a negative fair value position.
The USD 300.0 million term loan contains three embedded derivative features (call option, put option and interest rate floor) that are economically interrelated and require separation. In accordance with IFRS 9, the Group has determined that these features are accounted for as a single compound embedded derivative. The balance is presented within Other financial assets as of June 30, 2026, and December 31, 2025.
The Group has engaged an external, independent adviser to determine the fair value of the compound embedded derivatives. The independent adviser carried out this work using a third-party tool. The Group has internal processes in place to review the adviser's qualifications and understanding of the third-party tool as well as the results of the valuation.
The embedded derivatives were measured at fair value using a Monte Carlo-simulation model that isolates the value of the identified embedded features from the underlying loan host. The valuation incorporates unobservable market inputs including market-based credit spreads for comparable corporate debt instruments, volatility assumptions and probability-weighted redemption scenarios reflecting the contractual terms of the respective financing arrangements. As these significant inputs are not directly observable in the market, the embedded derivatives are classified within Level 3 of the fair value hierarchy.
Description of significant unobservable inputs to valuation:
The significant unobservable inputs used in the fair value measurements for the separated embedded derivative from the EUR 165.0 million term loan categorized within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at June 30, 2026 and December 31, 2025, are shown below:
Notes to the unaudited interim condensed consolidated financial statements
| Significant unobservable inputs | Base | Sensitivity of changes in the input to fair value |
| Volatility | June 30, 2026: 50% | 10% increase would result in a decrease in fair value by kEUR (354) |
| 10% decrease would result in an increase in fair value by kEUR 299 | ||
| Probability of exit events | June 30, 2026: 95% | 5% increase would result in a decrease in fair value by kEUR (203) |
| 10% decrease would result in an increase in fair value by kEUR 424 | ||
| Credit Spread | June 30, 2026: 7.3% | 1% increase would result in a decrease in fair value by kEUR (2,854) |
| 1% decrease would result in an increase in fair value by kEUR 2,794 | ||
| Significant unobservable inputs | Base | Sensitivity of changes in the input to fair value |
| Volatility | December 31, 2025: 55% | 10% increase would result in a decrease in fair value by kEUR (404) |
| 10% decrease would result in an increase in fair value by kEUR 215 | ||
| Probability of exit events | December 31, 2025: 70% | 10% increase would result in a decrease in fair value by kEUR (193) |
| 10% decrease would result in an increase in fair value by kEUR 178 | ||
| Credit Spread | December 31, 2025: 4.63% | 1% increase would result in a decrease in fair value by kEUR (3,452) |
| 1% decrease would result in an increase in fair value by kEUR 4,696 |
The significant unobservable inputs used in the fair value measurements for the separated embedded derivative from the USD 300.0 million term loan categorized within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at June 30, 2026 and December 31, 2025, are shown below:
| Significant unobservable inputs | Base | Sensitivity of changes in the input to fair value |
| Volatility | June 30, 2026: 42.5% | 10% increase would result in an increase in fair value by kEUR 315 |
| 10% decrease would result in a decrease in fair value by kEUR (116) | ||
| Probability of exit events | June 30, 2026: 5% | 10% increase would result in a decrease in fair value by kEUR (22) |
| 5% decrease would result in an increase in fair value by kEUR 54 | ||
| Credit Spread | June 30, 2026: 2.81% | 1% increase would result in a decrease in fair value by kEUR (9,013) |
| 1% decrease would result in an increase in fair value by kEUR 7,116 |
Notes to the unaudited interim condensed consolidated financial statements
| Significant unobservable inputs | Base | Sensitivity of changes in the input to fair value |
| Volatility | December 31, 2025: 45% | 10% increase would result in an increase in fair value by kEUR 478 |
| 10% decrease would result in a decrease in fair value by kEUR (310) | ||
| Probability of exit events | December 31, 2025: 5% | 10% increase would result in a decrease in fair value by kEUR (65) |
| 5% decrease would result in an increase in fair value by kEUR 77 | ||
| Credit Spread | December 31, 2025: 2.93% | 1% increase would result in a decrease in fair value by kEUR (4,476) |
| 1% decrease would result in an increase in fair value by kEUR 7,386 |
The fair value of embedded derivatives is sensitive to changes in significant unobservable inputs. Due to the interrelationship between unobservable inputs, the effect of changes in a single input may not be indicative of the total impact on fair value. Fair value measurements are reviewed at each reporting date.
The following table presents a reconciliation of the opening and closing balances of embedded derivatives classified within Level 3 of the fair value hierarchy for both the EUR 165.0 million and USD 300.0 million loans:
| 2026 | 2025 | |||||
| kEUR | kEUR | |||||
| At January 1 | 13,856 | 17,388 | ||||
| Additions | - | 5,571 | ||||
| Total gains or losses recognized in profit or loss for the period | (10,187 | ) | (8,348 | ) | ||
| Foreign exchanges recognized in other comprehensive income | 338 | (934 | ) | |||
| Settlements | 753 | 112 | ||||
| Transfers into or out of Level 3 | - | - | ||||
| At June 30, net | 4,760 | 13,789 |
Changes in the fair value of embedded derivatives are recognized in profit or loss within finance income or finance expenses.
Note 13: Trade and other payables
| June 30, 2026 |
December 31, 2025 |
|||||
| kEUR | kEUR | |||||
| Trade payables | 43,205 | 47,304 | ||||
| Trade payables - with continuing involvement associated liability (factoring) | 281 | 284 | ||||
| Other payables to related parties (Note 17) | 58 | - | ||||
| Other financial liabilities due to third parties | 151 | 291 | ||||
| Financial liabilities | 43,695 | 47,879 | ||||
| Short-term employee liabilities | 15,800 | 8,201 | ||||
| Accrued value added tax | 3,693 | 2,566 | ||||
| Miscellaneous other non-financial liabilities | 2,933 | 1,833 | ||||
| Non-financial liabilities | 22,426 | 12,600 | ||||
| 66,121 | 60,479 |
Notes to the unaudited interim condensed consolidated financial statements
Note 14: Employee benefit obligations
The Group provides post-employment and other long-term employee benefits. The table below presents the carrying amounts of employee benefit obligations recognized in the statement of financial position:
| June 30, 2026 | December 31, 2025 |
|||||
| kEUR | kEUR | |||||
| Pension plan | 131,684 | 135,089 | ||||
| Old-age-part-time | 4,504 | 6,282 | ||||
| Early retirement | 232 | 427 | ||||
| Jubilee | 655 | 658 | ||||
| Total | 137,075 | 142,456 |
Pension plan
As of June 30, 2026, the pension plan represents the largest portion of the Company's pension benefits. The expense recognized in the interim condensed consolidated statements of operations and other comprehensive income is made up as follows:
| June 30, 2026 | June 30, 2025 | |||||
| kEUR | kEUR | |||||
| Recognized in profit or loss: | ||||||
| Current service cost | 331 | 959 | ||||
| Net interest on net defined benefit liability | 2,589 | 2,351 | ||||
| Recognized in OCI (net of tax): | ||||||
| Remeasurement (gain) loss of the net defined benefit liability | (1,547 | ) | (4,608 | ) | ||
| Deferred tax charged to OCI related to remeasurement (gain)/loss on actuarial gains and losses | 478 | 1,650 | ||||
| Total comprehensive loss | 1,851 | 352 |
Note 15: Commitments and contingencies
Commitments
Capital commitments
As of June 30, 2026, the Group has commitments of kEUR 1,343 for the acquisition of property, plant and equipment.
The Group was in compliance with all requirements related to previously received grants as of June 30, 2026.
Contingencies
The Group is subject to claims and legal proceedings arising in the ordinary course of business. The Group assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies.
During the six months ended June 30, 2026, e-VAC Magnetics LLC, a subsidiary of the Group, became involved in a dispute with a customer regarding a commercial supply agreement. In July 2026, the dispute moved into arbitration proceedings. The outcome of the arbitration, including the amount and timing of any compensation, remains uncertain and cannot currently be reliably estimated. Refer to details in Note 2 The Group's ability to continue as a going concern. The Group has no material guarantees or indemnities outstanding as of June 30, 2026.
Notes to the unaudited interim condensed consolidated financial statements
Note 16: Equity
The Group is a limited partnership and accordingly, equity attributable to equity holders of the parent is presented as Partners' capital. The Group's equity comprises partners' capital, other capital reserves, accumulated losses, other comprehensive losses / income and non-controlling interests ("NCI").
Partners' capital includes contributed capital related to ordinary tracking interests, preference tracking interests, and other limited partner contributions. Accumulated losses are separately presented on the balance sheet and non-controlling interests represent ownership interests in Ara VAC TopCo GmbH held by entities not consolidated by Ara VAC IE Aggregator, LP.
During the six months ended June 30, 2026, the Group received contributions to partners' capital of kEUR 47,382. All amounts are classified within partners' capital as equity instruments, as the arrangements do not create a present or unavoidable contractual obligation for the Partnership to deliver cash or another financial asset, and distributions remain at the sole discretion of the General Partner. The activity during the period is described below by category.
Ordinary and preference tracking interests
During the period, the Group created a new class of ordinary and preference tracking interests at the Ara VAC IE Aggregator, LP level in respect of capital contributions made directly to Ara VAC IE Aggregator, LP. These contributions were not contributed into the German TopCo or the US TopCo and were used to fund the Group's costs and expenses. Unlike the existing ordinary and preference tracking interests, which economically track ownership interests in the German TopCo and the US TopCo, these new interests do not track any specific underlying investment. Instead, they participate on a pro rata basis in the distribution waterfall. The preference tracking interests within this class carry the same cumulative preferred return of 9% per annum as the existing preference tracking interests.
Ordinary and preference tracking interest contributions during the period were kEUR 831 for ordinary tracking interests and kEUR 15,794 for preference tracking interests.
Other limited partner capital contributions
During the period, the Group received additional convertible loan contributions of kEUR 20,408 in the US TopCo. These contributions represent a separate funding instrument from the ordinary and preference tracking interests described above. No conversion into ordinary or preference tracking interests occurred during the period.
Ara VAC TopCo GmbH contributions
During the period, the Group received equity contributions of kEUR 10,349 in Ara VAC TopCo GmbH. Of this amount, kEUR 9,304 was funded by Ara VAC IE Aggregator, LP and kEUR 1,045 was funded by non-controlling interest shareholders and is presented within non-controlling interests. These contributions did not result in the issuance of any ordinary or preference tracking interests and participate in the distribution waterfall upon an exit or liquidity event.
The capital contributions described above are reflected in the statement of changes in equity within capital contributions totaling kEUR 47,382, of which kEUR 46,337 relates to equity attributable to equity holders of the parent and kEUR 1,045 relates to non-controlling interests.
Note 17: Related party disclosures
Related party transactions primarily consist of management contributions, advisory services, and financing arrangements provided by affiliated entities. Balances recorded in trade and other receivables and trade and other payables with related parties are settled in cash, and any related outstanding balances at year-end are unsecured and interest free. Refer to Note 12.2, Financial liabilities for further information on the nature of the related party loan.
Related party transactions for the outstanding balances as of June 30, 2026, and December 31, 2025, respectively, are included below:
Notes to the unaudited interim condensed consolidated financial statements
| Cumulative Capital | Trade and other | Trade and other | Interest-bearing loans | |||||||||
| contributions | receivables | payables | and borrowings | |||||||||
| kEUR | kEUR | kEUR | kEUR | |||||||||
| At June 30, 2026: | ||||||||||||
| Ara VAC Management | 479,184 | 9 | - | (6,585 | ) | |||||||
| Ara Fund III GP, Ltd | - | - | (58 | ) | - | |||||||
| Ara Advisors PSG, LLC | - | 39 | - | - | ||||||||
| 479,184 | 48 | (58 | ) | (6,585 | ) | |||||||
| At December 31, 2025: | ||||||||||||
| Ara VAC Management | 432,847 | 9 | - | - | ||||||||
| Ara Advisors PSG, LLC | - | - | (521 | ) | - | |||||||
| 432,847 | 9 | (521 | ) | - |
Ara VAC Management represents the co-invest affiliate entities that serve as investment vehicles for the Group's equity incentive plan and the Ara Funds, affiliate entities of the Group's indirect shareholders. Ara Fund III GP, Ltd is the Group's ultimate parent and the managing entity within the Ara ownership structure. Ara Advisors PSG, LLC, a member of the Ara Group, provides construction-related support services to Ara Group portfolio companies.
No guarantees have been provided or received for any related party receivables or payables.
Key management personnel include executives and senior vice presidents who have authority and responsibility for planning, directing and controlling the activities of the Company. The amounts disclosed in the table below are the amounts recognized during the reporting period related to key management personnel, which comprises:
| Six months ended June 30, | ||||||
| 2026 | 2025 | |||||
| kEUR | kEUR | |||||
| Short-term employee benefits (salary and reward bonuses) | 1,338 | 1,062 | ||||
| Termination benefits | 291 | - | ||||
| Post-employment benefits | 1 | (78 | ) | |||
| Share-based payments | 563 | - | ||||
| Total compensation for key management personnel | 2,193 | 984 | ||||
Note 18: Government grants
In 2025, e-VAC Magnetics, LLC ("e-VAC") received a grant from the U.S. Department of Defense ("DoD"), Office of the Assistant Secretary of Defense for Industrial Base Policy, through its Manufacturing Capability Expansion and Investment Prioritization ("MCEIP") program. The grant was issued on September 19, 2023, to support the establishment of domestic rare-earth permanent magnet manufacturing capacity. Under the agreement, MCEIP provides funding of kUSD 94,100 to acquire and install manufacturing equipment, operationalize technical infrastructure, and engineer production lines for high-volume rare-earth permanent magnet production. During the six months ended June 30, 2026 and 2025, e-VAC received kUSD 4,513 (in equivalent to kEUR 3,904) and kUSD 19,214 (in equivalent to kEUR 17,515). These amounts were recorded as reductions to the cost of the applicable property, plant, and equipment.
In December 2025, the Group recognized a transferable IRC §48C credit related to the Group's Sumter, South Carolina facility. Management concluded that the recognition criteria were met in 2025, measured the credit at fair value based on observable market pricing in executed transfer agreements, and recognized the asset presented within Transferable tax credit.
Notes to the unaudited interim condensed consolidated financial statements
During the six months ended June 30, 2026, the Company sold the §48C credits to third parties pursuant to executed transfer agreements. The gross cash proceeds from the transfers were kUSD 102,231 (in equivalent to kEUR 87,005), net kUSD 95,816 (in equivalent to kEUR 81,546) after kUSD 2,750 (in equivalent to kEUR 2,340) of structuring fees and kUSD 3,665 (in equivalent to kEUR 3,119) of insurance payments. The structuring fees were recorded and presented within Other expenses and the insurance premiums paid were recognized as prepaid insurance, with the current portion presented within Trade and other receivables and the non-current portion presented within Prepaid insurance. The prepaid insurance asset is recognized as insurance expense over the coverage period in the interim condensed consolidated statement of profit or loss. The §48C credit is subject to ongoing compliance with applicable program requirements and may be subject to examination by the IRS, including potential review of Prevailing Wage & Apprenticeship (PWA) compliance and other eligibility conditions on an annual basis at the end of each reporting period. In connection with the sale of the IRC §48C credit, the Group obtained insurance that provides coverage, subject to the policy's terms, limits, retention and exclusions, for certain losses arising from an IRS disallowance or recapture of the transferred tax credits, including certain losses associated with compliance with applicable PWA requirements. The policy also provides coverage for certain costs incurred in contesting a covered IRS determination.
The Group also received grants within Germany TopCo related to project-specific research grants and tax-based research grants. The Group received research grants of kEUR 1,252 for the six months ended June 30, 2026, and kEUR 1,807 in the six months ended June 30, 2025, and recorded these grants as a reduction of R&D expenditures. There are no unfulfilled conditions and other contingencies related to government assistance that have been recognized.
Note 19: Subsequent events
Customer Dispute and Forbearance Agreement: As described in Note 2, e-VAC Magnetics LLC, a subsidiary of the Group, is involved in a dispute with a customer regarding a commercial supply agreement. On July 1, 2026, the customer notified e-VAC Magnetics LLC of its intention to terminate the agreement, and on July 7, 2026, e-VAC Magnetics LLC initiated arbitration proceedings seeking enforcement of its contractual rights and recovery of amounts due under the agreement.
The arbitration proceedings remain at an early stage, and the timing and ultimate outcome of the matter cannot presently be determined. Accordingly, no asset related to the arbitration claims has been recognized in these interim condensed consolidated financial statements. The commercial supply agreement is associated with a definite-lived customer relationship intangible asset recognized on the Aggregator's balance sheet. Management is evaluating the impact of the contract termination and related dispute on the recoverability of the customer relationship intangible asset, including whether an impairment charge may be required in a future reporting period.
Management evaluated the termination notice and commencement of arbitration as events after the reporting period. These developments did not result in additional adjustments to amounts recognized as of June 30, 2026. The Group will continue to assess the financial reporting implications of the dispute as the arbitration proceedings develop.
On September 24, 2026, e-VAC Magnetics LLC with the unanimous participation of the lending syndicate entered into a Forbearance Agreement with its lenders under the US Credit Agreement in connection with specified Events of Default addressed in the Forbearance Agreement, including matters arising subsequent to June 30, 2026 from the customer’s purported termination of the commercial supply agreement. The Forbearance Agreement does not extend the maturity of the loan or modify the outstanding principal amount of the USD 300.0 million term loan. Rather, the lenders agreed to forbear from exercising remedies with respect to the specified Events of Default during the forbearance period, subject to the terms of the Forbearance Agreement. As of June 30, 2026, no Event of Default requiring classification of the US Credit Agreement borrowings as current existed, and through the date these interim condensed consolidated financial statements were authorized for issuance, no acceleration or demand for repayment had occurred under the US Credit Agreement. Certain indirect shareholders of the Group also provided related-party support arrangements in connection with the Forbearance Agreement. These arrangements did not result in an adjustment to the amounts recognized or the classification of borrowings as of June 30, 2026.
Loan advances from the Ara Funds: During the period from July 1, 2026, through the date of the issuance of these interim condensed consolidated financial statements, the Partners of the Group provided an aggregate of USD 28.4 million in additional loans advanced under the related party loan arrangement to support the Group's ongoing operations.
Notes to the unaudited interim condensed consolidated financial statements
In August 2026, the letters of comfort previously provided by the Ara Funds, as indirect shareholders of the Group, were extended through June 2027. Under these arrangements, funding is committed to provide sufficient financial means to fulfil its payment obligations and to maintain compliance with the financial covenants. These comfort letters were further extended to September 2027 in August 2026. These contributions and the letters of comfort were considered by management in its assessment of the Group's ability to continue as a going concern. The letter of comfort in favor of Ara VAC TopCo GmbH is limited to an aggregate maximum amount of kEUR 43,500. The letter of comfort in favor of e-VAC Magnetics, LLC, is to provide sufficient financial means to enable e-VAC Magnetics, LLC to fulfil its payment obligations as they fall due, without any monetary limitation.
The Group has evaluated subsequent events through September 25, 2026, the date the interim condensed consolidated financial statements were authorized for issuance by Management.